STOCK PURCHASE AGREEMENT

                                     Between

                           VERMONT PURE SPRINGS, INC.

                                       and

                                 CAROLYN HOWARD

                                 Relating to the
                                Capital Stock of

                               A.M. FRIDAYS, INC.



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                                TABLE OF CONTENTS



         ARTICLE I                 - REPRESENTATIONS, WARRANTIES AND AGREEMENTS
OF THE STOCKHOLDER..............................................................................................-1-
<S>                                                                                                             <C>
                  1.1      Organization.........................................................................-2-
                  1.2      Subsidiaries; Partnerships...........................................................-2-
                  1.3      Authority............................................................................-2-
                  1.4      Capital Structure....................................................................-2-
                  1.5      Financial Statements.................................................................-3-
                  1.6      Material Changes since March 31, 1997................................................-3-
                  1.7      Availability of Assets and Legality of Use...........................................-3-
                  1.8      Accounts Receivable..................................................................-4-
                  1.9      Real Property and Leases.............................................................-4-
                  1.10     Organizational Documents.............................................................-4-
                  1.11     Material Contracts and Leases........................................................-4-
                  1.12     Insurance............................................................................-4-
                  1.13     No Undisclosed Liabilities...........................................................-5-
                  1.14     Litigation and Claims................................................................-5-
                  1.15     Tax Liabilities......................................................................-5-
                  1.16     Employee Agreements..................................................................-5-
                  1.17     Employee Relations...................................................................-5-
                  1.18     Benefit Plans........................................................................-6-
                  1.19     Conflicts............................................................................-7-
                  1.20     Corporate Name.......................................................................-7-
                  1.21     Trademarks and Proprietary Rights....................................................-7-
                  1.22     Brokers..............................................................................-7-
                  1.23     No Omissions.........................................................................-7-

         ARTICLE II REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE
BUYER...........................................................................................................-8-
                  2.1      Organization.........................................................................-8-
                  2.2      Authority............................................................................-8-
                  2.3      Brokers..............................................................................-8-
                  2.4      No Omissions.........................................................................-8-
                  2.5      Financial Ability....................................................................-8-
                  2.6      Conduct After Execution..............................................................-9-
                  2.7      Acceleration.........................................................................-9-
                  

         ARTICLE III - ADDITIONAL COVENANTS OF THE STOCKHOLDER AND THE
BUYER...........................................................................................................-9-
                  3.1      Non-Competition......................................................................-9-
                  3.2      Use of Trademarks...................................................................-10-


<PAGE>



                  3.3      Use of Names........................................................................-10-
                           ------------
                  3.4      Additional Tax Information..........................................................-10-
                           --------------------------
                  3.5      Certain Tax Matters.................................................................-10-
                           -------------------


         ARTICLE IV - ACTION PRIOR TO THE CLOSING DATE.........................................................-11-
                  4.1      Confidential Nature of Information..................................................-11-
                  4.2      Accuracy of Representations and Warranties..........................................-11-
                  4.3      No Material Change in the Company...................................................-11-
                  4.4      No Public Announcement..............................................................-12-


         ARTICLE V - CONDITIONS PRECEDENT TO OBLIGATIONS OF THE
BUYER..........................................................................................................-12-
                  5.1      No Misrepresentation or Breach of Covenants and Warranties..........................-12-
                  5.2      No Changes in or Destruction of Property............................................-12-


         ARTICLE VI - CONDITIONS PRECEDENT TO OBLIGATIONS OF THE
STOCKHOLDER....................................................................................................-12-


         ARTICLE VII - PURCHASE PRICE AND CLOSING..............................................................-13-
                  7.1      Closing.............................................................................-13-
                  7.2      Purchase and Sale...................................................................-13-
                  7.3      Deliveries by the Stockholder.......................................................-13-
                  7.4      Deliveries of the Buyer.............................................................-15-


         ARTICLE VIII - SURVIVAL OF OBLIGATIONS; INDEMNIFICATION...............................................-15-
                  8.1      Survival of Obligations.............................................................-15-
                  8.2      Indemnification.....................................................................-15-

         ARTICLE IX - MISCELLANEOUS............................................................................-17-
                  9.1      Notices.............................................................................-17-
                  9.2      Governing Law.......................................................................-17-
                  9.3      Successors and Assigns..............................................................-18-
                  9.4      Severability........................................................................-18-
                  9.5      Expenses............................................................................-18-
                  9.6      Titles and Headings.................................................................-18-
                  9.7      Schedules...........................................................................-18-
                  9.8      Entire Agreement; Amendments and Waivers............................................-18-
                  9.9      No Assignment.......................................................................-18-
                  




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SCHEDULES
         1.1      Jurisdictions of Qualification..................................................................1
         1.3      Consents........................................................................................2
         1.5      Bank Accounts of the Company....................................................................3
         1.7      Assets..........................................................................................5
         1.8      Accounts Receivable.............................................................................5
         1.9      Real Property...................................................................................5
         1.11     Leases..........................................................................................6
         1.12     Insurance.......................................................................................6
         1.14     Claims..........................................................................................6
         1.15     Tax Procedures..................................................................................6
         1.16     Employment Agreements...........................................................................7
         1.17     Employee Compensation...........................................................................7
         1.19     Conflicts.......................................................................................9
         1.21     Trademarks and Proprietary Rights..............................................................10


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                            STOCK PURCHASE AGREEMENT

         This Stock Purchase  Agreement,  made and entered into this _16_ day of
July, 1997 (the "Agreement") by and among VERMONT PURE SPRINGS, INC., a Delaware
corporation (the "Buyer"), and CAROLYN HOWARD, an individual (the "Stockholder")
and A.M. FRIDAYS, INC., a New Hampshire corporation (the "Company"),  all of the
issued and  outstanding  capital  stock (the  "Stock")  of which is owned by the
Stockholder.

                                   WITNESSETH:

         WHEREAS,  the  Company is engaged  in the  business  of home and office
delivery of water products, vending machines, and coffee/tea products;

         WHEREAS,  the  Stockholder  desires  to sell  the  Stock  to the  Buyer
pursuant to the terms and conditions set forth in this Agreement; and

         WHEREAS,  the Buyer desires to purchase the Stock from the  Stockholder
on the terms and conditions set forth in this Agreement,

         NOW, THEREFORE, the Buyer and the Stockholder,  in consideration of the
agreements, covenants and conditions contained herein, hereby make the following
representations  and  warranties,  give the following  covenants and agree to be
legally bound hereby as follows:

                                    ARTICLE I

                   REPRESENTATIONS, WARRANTIES AND AGREEMENTS
                               OF THE STOCKHOLDER

         As an  inducement  to the  Buyer to enter  into this  Agreement  and to
consummate the transactions  contemplated herein, the Stockholder represents and
warrants  to  the  Buyer  and  agrees  as set  forth  in  this  Article  I.  The
representations   and  warranties  of  the  Stockholder  are  qualified  by  the
information  set forth in the  Schedules  referred  to in this  Article I. Buyer
acknowledges  and agrees that apart from the  representations  and warranties of
the Stockholder contained in this Agreement, the Stockholder and representatives
of the  Stockholder  have  made no  further  or  additional  representations  or
warranties.Buyer acknowledges and agrees that apart from the representations and
warranties of the Stockholder  contained in this Agreement,  the Stockholder and
representatives   of  the  Stockholder   have  made  no  further  or  additional
representations or warranties.


1.1          Organization.  The  Stockholder is an individual.  The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of New  Hampshire and is duly  qualified to transact  business as a
foreign corporation and is in good standing as such in the jurisdictions  listed
on Schedule 1.1 hereto, which are the only jurisdictions in which the failure to
so qualify  would have a material  adverse  effect on the  business or financial
condition of


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the  Company.  The  Company  has the  corporate  power and  authority  and other
authorizations necessary or required in order for it to own or lease and operate
its properties and to carry on its businesses as now conducted.

1.2                    Subsidiaries; Partnerships.  The Company does not own any
interest in any other corporation, partnership, joint venture or other entity.

1.3                   Authority.  The Stockholder has the authority to execute,
deliver and perform its obligations under this Agreement.  This Agreement,  when
executed and delivered by the Stockholder and assuming the due execution  hereof
by the Buyer,  will  constitute  the valid,  legal and binding  agreement of the
Stockholder  enforceable  in accordance  with its terms.  Except as described on
Schedule  1.3  hereof,  no consent,  authorization,  approval,  order,  license,
certificate  or permit of or from or  declaration  or filing with,  any Federal,
state,  local or other  governmental  authority  or any court or other  tribunal
(collectively,  the "Governmental  Consents") is required in connection with the
execution, delivery or performance of this Agreement by the Stockholder.  Except
as described on Schedule  1.3, no consent of any affiliate of the Company or the
Stockholder  or of any party to any,  contract,  agreement,  instrument,  lease,
license,  arrangement or  understanding  to which the Company is a party,  or to
which any of its properties or assets is subject (the "Stockholder's Contractual
Consents"),  is required  for the  execution,  delivery or  performance  of this
Agreement by the  Stockholder.  The execution,  delivery and  performance by the
Stockholder  does  not  (if the  Governmental  Consents  and  the  Stockholder's
Contractual Consents referred to in Schedule 1.3 hereof have been obtained prior
to the Closing) (I) violate,  result in a breach of,  conflict  with or (with or
without the giving of notice or the  passage of time or both)  entitle any party
to terminate, modify or otherwise change, in any material respect, the rights or
obligations of the parties thereunder or call a default under any such contract,
agreement,  instrument,  lease,  license,  arrangement,  or understanding,  (ii)
violate  or  result  in a  material  breach  of any term of the  certificate  of
incorporation or other  organizational  documents or by-laws of the Company,  or
the  Stockholder,  or (iii) violate,  result in a breach of or conflict,  in any
material  respect,  with any law, rule,  regulation,  order,  judgment or decree
binding  the  Company or the  Stockholder,  or to which any of their  respective
operations, businesses, properties, or assets are subject.

1.4                    Capital Structure.  The authorized capital stock of the
Company  consists of 1000 authorized  shares of common stock at no par value per
share, of which 100 shares are issued and outstanding (and none of which is held
by the  Company as  treasury  stock).  Except for this  Agreement,  there are no
agreements,  arrangements,  options,  warrants or rights or  commitments  of any
character relating to the issuance,  sale,  purchase or redemption of any shares
of capital  stock of the  Company.  There is  outstanding  no  security or other
investment  convertible  into or exchangeable  for capital stock of the Company.
Each of such outstanding shares of Stock is validly authorized,  validly issued,
fully paid and  nonassessable,  has not been  issued and is not owned or held in
violation of any preemptive  right;  and is owned of record and  beneficially by
the  Stockholder,  free and clear of any  liens,  security  interests,  pledges,
charges,  encumbrances,  stockholders' agreements, voting trusts or restrictions
of any kind and the transfer and delivery

                                                         2

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of the Stock to the Buyer by the  Stockholder as  contemplated by this Agreement
will be sufficient to transfer good and marketable  record and beneficial  title
and  ownership  to such  Stock to the Buyer  free and  clear of  liens,  claims,
encumbrances and restrictions of any kind.

1.5                   Financial Statements. The Stockholder has furnished to the
Buyer the audited consolidated balance sheets of the Company for the years ended
December 31, 1995 and 1996 and the related statements of operations,  statements
of shareholder's equity and statements of cash flows for the periods then ended,
including the notes thereto (the 1995-1996  statements are collectively  defined
as the "Financial  Statements") and the unaudited financial  statements (balance
sheet and profit and loss  statement) at and for the period ended March 31, 1997
(the "March 31 Balance Sheet").  The Financial Statements and the March 31, 1997
Balance Sheet fairly present the respective  financial  positions of the Company
as of the  respective  dates  thereof  and the  results  of  operations  for the
respective  periods  covered  thereby,  and the Financial  Statements  have been
prepared  in  accordance   with   generally   accepted   accounting   principles
consistently applied throughout all periods and in accordance with the books and
records of the Company.

             There is set forth on Schedule  1.5 hereto a correct  and  complete
list of all (I) accounts,  borrowing resolutions and deposit boxes maintained by
the  Company at any bank or other  financial  institution  (ii) the names of the
persons  authorized  to sign or otherwise  act with respect  thereto,  and (iii)
powers of attorney for the Company.

1.6                   Material Changes since March 31, 1997.  To the best of the
Stockholder's  knowledge,  since March 31, 1997, the business of the Company has
been  operated only in the ordinary  course and,  whether or not in the ordinary
course of business  other than as disclosed in this  Agreement or the  Schedules
referred  to herein  there has not been,  occurred  or arisen  (i) any  Material
adverse change in the financial  condition of the Company from that shown on the
March 31  Balance  Sheet;  (ii) any  damage or  destruction  in the  nature of a
casualty loss,  whether covered by insurance or not, to any property or business
of the Company;  (iii) any amendment or termination of any agreement  other than
in the ordinary course of business, or cancellation or Material reduction of any
debt owing to the Company or waiver or  relinquishment  of any right of Material
value to the Company;  or (iv) any other event or condition which Materially and
adversely affects the results of operations or business,  financial condition or
property of the Company  ("Material"  to be defined as any  transaction or event
with a balance sheet effect in excess of $12,000).

1.7                   Availability of Assets and Legality of Use.  Except as
specified in Schedule 1.7, the assets owned or leased by the Company  constitute
all of the assets which are being used in their businesses,  and, to the best of
the Stockholder's knowledge, after due inquiry of the Company's Senior Officers,
such  assets  are in good  and  serviceable  condition  (normal  wear  and  tear
excepted) and suitable for the uses for which intended and such assets and their
uses  conform in all Material  respects to all  applicable  laws;  and except as
specified  in  Schedule  1.7,  the  Company  has title  to,  or valid  leasehold
interests in, all of their  respective  properties and assets,  including  those
reflected on the March 31 Balance Sheet (other than those disposed of for fair

                                                         3

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value in the  ordinary  course of  business)  which at Closing  will be free and
clear  of  all  liens,  mortgages,  security  interests,  pledges,  charges  and
encumbrances.


1.8                   Accounts Receivable.  All accounts receivable reflected on
the March 31 Balance Sheet for the Company and not collected at the date hereof,
have arisen from bona fide  transactions in the ordinary course of the Company's
business.  Except as set forth in  Schedule  1.8,  none of such  receivables  is
subject to counterclaims, set-offs or is in dispute and all of such accounts are
good and  collectible  in the  ordinary  course  of  business  at the  aggregate
recorded amounts thereof,  subject to the allowance for possible losses shown on
such March 31 Balance Sheet.

1.9                   Real Property and Leases. The Company does not own any
real property.  Attached  hereto as Schedule 1.9 are true,  correct and complete
copies  of every  lease or  agreement  under  which  the  Company  is  lessee or
sublessee of, or holds or operates, any real property or personal property owned
by any third  party.  Each of such  leases and  agreements  is in full force and
effect and constitutes a legal, valid and binding obligation of the Company and,
to the best of the Stockholder's  knowledge,  after due inquiry of the Company's
Senior Officers, the other parties thereto. The Company is not in default in any
Material  respect  under any such  lease or  agreement  nor,  to the best of the
Stockholder's knowledge has any event occurred which with the passage of time or
giving of notice or both would constitute such a default. Except as set forth on
Schedule  1.9,  none of such leases or  agreements  requires  the consent of any
party thereto to the transactions contemplated by this Agreement.

1.10                  Organizational Documents.  The Company has delivered to
the Buyer the  Certificate  of  Incorporation  and  Bylaws  of the  Company,  as
presently  in effect,  certified  by the  Secretary  of the  Company.  The stock
ledgers  and stock  transfer  books and the minute  book  records of the Company
relating to all  issuances  and transfers of stock by the Company and all formal
proceedings of the  Stockholder  and the Board of Directors of the Company since
their  respective  incorporations  made  available to the Buyer are the original
stock ledgers and stock transfer books and minute book records of the Company or
exact copies thereof.

1.11                  Material Contracts and Leases.  True, correct and complete
copies of every Material  contract,  agreement,  lease or other  obligation or 
commitment under which the Company, is the obligor, lessor or sublessor have 
been made available to the Buyer and attached  hereto as Schedule 1.11.  Each of
such agreements and leases is in full force and effect and  constitutes a legal,
valid and binding obligation of the parties  thereto and is  enforceable  in 
accordance  with its terms except as  enforcement  of such  agreement  may be 
limited by  bankruptcy, insolvency or other similar laws affecting creditors' 
rights generally.  Neither the Company nor the other parties to such  agreements
and leases are in default under any such lease or agreement  in any Material  
respect as it relates to the Company nor to the best of the knowledge of the 
Stockholder after due inquiry of the Company's Senior Officers,  has any event 
occurred which with the passage of time or the giving of notice or both would 
constitute such a Material default.

                                                         4

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1.12                  Insurance.  Attached hereto as Schedule 1.12 is a list and
an accurate description of all policies of insurance that are held or maintained
by or for the  benefit of the Company as of the date  hereof  (including  policy
numbers,  nature  of  coverage,  limits,  deductibles,  carriers,  premiums  and
effective  and  termination  dates) The Company has  complied  with each of such
policies  and has not  failed to give any  notice  or  present  any known  claim
thereunder.  The Company has not received,  and no event or omission  within the
control of the Company has  occurred  which may cause it to receive  notice that
any such policies  will be canceled or will be reduced in amount or scope.  True
and complete copies of all such policies have been delivered to the Buyer.

1.13                  No Undisclosed Liabilities.  The Company is not subject to
any Material liability (including  unasserted  claims),  absolute or contingent,
which is not shown or which is in excess of amounts shown or reserved for in the
March 31 Balance  Sheet other than  liabilities  of the same nature as those set
forth on the March 31 Balance  Sheet and  reasonably  incurred  in the  ordinary
course of business after March 31, 1997.

1.14                   Litigation and Claims.  Except as set forth on Schedule
 hereto, there are no lawsuits,  proceedings,  claims, governmental or other
proceedings  (formal or informal) or  investigations  pending or threatened with
respect  to the  Company  or its  businesses,  properties  or  assets  which may
reasonably be expected to have a Material adverse effect on the Company.

1.15                    Tax Liabilities.  Schedule 1.15 sets forth a correct
description  of the  procedures  followed  with  respect to all  payments by the
Company to the Stockholder in connection with taxes,  including any amounts paid
in 1997,  the dates of such  payments  and any amounts  remaining  to be paid in
respect of any period  prior to the  Closing  Date.  The  amounts  reflected  as
liabilities  for taxes on the March 31  Balance  Sheet  are  sufficient  for the
payment of all unpaid  Federal,  state,  county,  local and foreign taxes of the
Company  accrued and  applicable  to the period ended on such balance sheet date
and all years and periods prior thereto.

1.16                    Employee Agreements. Attached hereto as Schedule 1.16 is
a true, correct and complete list of all employee benefit plans, contracts, and
arrangements, oral or written, including,  but not limited to, union contracts, 
employee benefit plans and severance plans, whereunder the Company has any 
obligation (other than the obligation to make current wage or salary  payments  
terminable on notice of 30 days or less or normal policies concerning holidays, 
vacations and salary continuation  during short absence for illness or other 
reasons) to or on behalf of its officers,  employees or their  beneficiaries or 
whereunder any of such persons owes money to the Company.

1.17                     Employee Relations.  The Company has not engaged in any
unfair labor practice,  unlawful employment practice or unlawful  discriminatory
practice in the conduct of its respective  businesses.  The Company has complied
in all  Material  respects  with all  applicable  laws,  rules  and  regulations
relating to wages, hours and collective bargaining and have withheld all amounts
required to be withheld from the wages or salaries of employees.  The Company is
not a party to or  threatened  with or in  danger  of being a party to any labor
dispute which would Materially

                                                         5

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interfere  with the  conduct of their  businesses.  Set forth on  Schedule  1.17
hereto is the name and total annual compensation (including bonuses) paid by the
Company or the  Subsidiary  to current  active  employees  during the year ended
December 31, 1996 and the annual compensation payable for 1997.

1.18                      Benefit Plans.  Schedule 1.18 contains a list of any
"employee  pension  benefit plan" or "employee  welfare benefit plan" within the
meaning of Sections 3(1) and 3(2) of the Employee Retirement Income Security Act
of 1974, as amended, ("ERISA") established or maintained by the Company to which
the  Company  has  made  any  contributions  in 1996 or 1997  (collectively  the
"Employee  Benefit  Plans").  The Company is not  required,  or was not required
within the  immediately  preceding five years,  to make any  contribution to any
"multiemployer  plan" within the meaning of Section  3(7) of ERISA.  The Company
does not have any  liability in respect of any employee  pension  benefit  plans
established or maintained and to which  contributions  are or were made by it to
the Pension Benefit Guaranty Corporation ("PBGC").

             Schedule 1.18 also lists each  deferred  compensation  plan,  bonus
plan,  stock option plan,  employee  stock  purchase plan and any other employee
benefit  plan,  agreement,  arrangement  or  commitment  not required  under the
preceding  paragraph to be listed on Schedule  1.18 (other than normal  policies
concerning holidays, vacations and salary continuation during short absences for
illness or other reasons) maintained by the Company.

             Except as set  forth on  Schedule  1.18,  (a) no  employee  pension
benefit plan, as defined in Section 3(2) of ERISA,  maintained or contributed to
by the Company or in respect of which the Company is  considered  an  "employer"
under Section 414 of the Internal Revenue Code of 1986, as amended (the "Code"),
(i) has incurred any "accumulated funding deficiency," as defined in Section 412
of the Code (whether or not waived), or (ii) has incurred any liability to PBGC,
and (b) the Company has not breached any of the responsibilities, obligations or
duties  imposed on it by ERISA or the Code with respect to any employee  pension
benefit plan or employee welfare benefit plan maintained by it, which breach has
given rise to, or may in the future  give rise to, an  obligation  to pay money,
including  the  obligation  to make any  required  contribution  to any employee
pension  benefit plan for any plan year ending prior to the Closing Date.  There
is no  contribution  due for any pension  plan for the year in which the Closing
occurs. Except as set forth on Schedule 1.18, neither the Company nor any of its
affiliates or any "party in interest," as defined in Section 3(14) of ERISA,  in
respect of any such plan has engaged in any non-exempted  prohibited transaction
described  in  Sections  406 and 408 of ERISA or Section  4975 of the Code which
would result in a Material adverse effect on the Company. Except as set forth on
Schedule  1.18, no reportable  event,  as defined in Section 4043 of ERISA,  has
occurred  with  respect to any  employee  pension  benefit  plan  maintained  or
contributed  to by the Company or in respect of which the Company is an employer
under Section 414 of the Code; and none of such plans has been terminated by the
plan  administrator  thereof or by the PBGC.  The Company has not  incurred  any
unpaid liability for any pension plan covered under ERISA.

             With respect to any employee pension benefit plan or employee
welfare benefit plan

                                                         6

<PAGE>



maintained by the Company,  no action,  suit,  grievance,  arbitration  or other
manner of  litigation,  or claim with  respect to the assets of the plan  (other
than the  routine  claims  for  benefits  made in the  ordinary  course  of plan
administration  for which plan  administrative  review  procedures have not been
exhausted)  are pending,  threatened or imminent  against or with respect to the
plan,  the  Company,  or  fiduciary  (as defined in ERISA  ss.3(21)) of the plan
(including  any  action,  suit,  grievance,   arbitration  or  other  manner  of
litigation,  or claim  regarding  conduct which  allegedly  interferes  with the
attainment of rights under the plan),  and the  Stockholder  has no knowledge of
any facts  which  would  give rise to or could  give rise to any  action,  suit,
grievance, arbitration or other manner of litigation, or claim.

1.19                  Conflicts.  There are (a) no Material situations involving
the interests of the Stockholder  (except as listed on Schedule 1.16 or Schedule
1.19) or to the best of  Stockholder's  knowledge any officer or director of the
Company  which may be  generally  characterized  as a  "conflict  of  interest,"
including  but not limited to, the leasing of property to or from the Company or
significant  direct  or  indirect  interests  in the  business  of  competitors,
suppliers or customers of the Company.

1.20                  Corporate Name.  The Company owns and possesses, to the
exclusion of the Stockholder  and its  affiliates,  all rights to the use of the
names"A.M.Fridays"  and "Four Seasons Spring Water"  including,  but not limited
to, the right to use such names in  advertising  and neither the Company nor the
Stockholder has licensed either name to any party.

1.21                  Trademarks and Proprietary Rights.  All trademarks, trade
names,  copyrights and applications therefor which are owned or exclusively used
or  registered  in the name of or licensed to the Company are listed and briefly
described  on  Schedule  1.21.  Other than as  specified  on Schedule  1.21,  no
proceedings  have been  instituted or are pending or threatened  which challenge
the  validity  of the  ownership  by the Company of any such  trademarks,  trade
names,  copyrights or  applications.  The Company has not licensed anyone to use
any of the foregoing or any other technical know-how or other proprietary rights
of the Company and the Stockholder has no knowledge of the infringing use of any
of such trademarks and trade names or the infringement of any such copyrights by
any  person  except  as set  forth  on  Schedule  1.21.  The  Company  owns  all
trademarks, trade names, copyrights,  processes and other technical know-how and
other  proprietary  rights now used in the conduct of its  business  and has not
received  any notice of conflict  with the asserted  rights of others  except as
specified in Schedule 1.21.

1.22                  Brokers.  Neither the Company nor the Stockholder has paid
or  become  obligated  to pay any fee or  commission  to any  broker,  finder or
intermediary  for  or on  account  of the  transactions  provided  for  in  this
Agreement.  Neither  the  Company  nor  the  Stockholder  has any  agreement  or
obligation  whatsoever with entities other than the Buyer regarding any proposed
acquisition  of the Company by any such entity and neither of them is engaged in
any negotiations with any such entity for any such acquisition.

1.23                  No Omissions.  None of the representations or warranties
of the Stockholder
                                                         7

<PAGE>



contained  herein  and,  none  of the  information  contained  in the  Schedules
referred to in this Article I is false or misleading in any Material  respect or
omits to state a fact herein or therein, necessary to make the statements herein
or therein in the  circumstances  in which they were made not  misleading in any
Material respect.

                                   ARTICLE II

             REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE BUYER

             As an inducement to the  Stockholder  to enter into this  Agreement
and to consummate the transactions contemplated herein, the Buyer represents and
warrants to the Stockholder and agrees as follows:

2.1                   Organization.  The Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.

2.2                   Authority. This Agreement and the transactions
contemplated herein have been duly approved by all necessary  corporate action 
on the part of the Buyer. This Agreement,  when executed and delivered by the 
Buyer, and assuming due execution hereof by the Stockholder will constitute the 
valid and binding agreement of the Buyer enforceable in accordance with its 
terms.  Neither the execution nor the delivery  of  this  Agreement,   nor  the 
consummation  of  the   transactions contemplated  herein,  nor  compliance  
with nor  fulfillment  of the  terms and provisions  hereof,  will (i) conflict 
with or result in a breach of the terms, conditions  or  provisions  of or  
constitute  a  default  under  the  governing instruments of the Buyer, any 
instrument,  mortgage, agreement, judgment, order, award, decree or other 
restriction to which the Buyer is a party or by which the Buyer is bound or any 
statute or  regulatory  provisions affecting it or (ii) require  the  approval, 
consent,  or  authorization  of or any  filing  with or notification  to any 
Federal,  state or local court,  governmental  authority or regulatory  body.  
The Buyer has full power and  authority to purchase the Stock pursuant to this 
Agreement and to do and perform all acts and things required to be done by the 
Buyer under this Agreement.

2.3                      Brokers.  Neither the Buyer nor its representatives has
paid or become  obligated to pay any fee or commission to any broker,  finder or
intermediary  for  or on  account  of the  transactions  provided  for  in  this
Agreement.

2.4                      No Omissions. None of the representations or warranties
of the Buyer contained herein and none of the other information or documents 
furnished to the Stockholders or the Company by the Buyer or its representatives
in connection with this Agreement is false or misleading in any Material respect
or omits to state a fact herein or therein necessary to make the statements
herein or therein not misleading in any Material respect; to the best  knowledge
of the Buyer, there is no fact which adversely affects, or in the future is 
likely to adversely affect, the business or assets of the Buyer in any Material
respect which has not been disclosed in writing to the Stockholder or the 
Company.

                                                         8

<PAGE>




                Financial  Ability.  The Buyer has the  financial  resources and
ability to meet each of its  obligations  under this  Agreement,  whether due at
Closing or after Closing, in a timely manner and without default.

2.6               Conduct  After  Execution.   From  the  date  hereof,  subject
otherwise to the terms and conditions of this Agreement,  Buyer shall do nothing
to jeopardize the transactions  contemplated by this Agreement,  or fail to take
any action  necessary in order to consummate the  transactions  contemplated  by
this Agreement.

2.7              Acceleration. Upon the sale of any of the stock of the Company,
or all or  substantially  all of the assets of the Company,  all  obligations of
Buyer to the Stockholder, including but not limited to the Note, Non-Competition
Agreement,  Employment Agreement or Consulting  Agreement,  shall be accelerated
and become immediately due and payable.

                                   ARTICLE III

              ADDITIONAL COVENANTS OF THE STOCKHOLDER AND THE BUYER

3.1                      Non-Competition.

                      (a)  In furtherance of the sale of the Stock to the Buyer,
upon the consummation of the  transactions  contemplated  herein and more  
effectively to transfer and protect the business of the Company, the Stockholder
agrees that for a period ending on the fifth anniversary of the date hereof, she
will not (I) directly or indirectly  own,  manage or operate a home and office  
water delivery  business anywhere in New York,  Vermont, New  Hampshire, Maine, 
Massachusetts,  Rhode Island,  and  Connecticut,  and any other state in which 
the Company presently conducts its business,  that sells to any of the Company's
existing  customers; provided  that  ownership  of not more than five  percent 
(5%) of the issued and outstanding shares of a class of securities of a 
corporation,  the securities of which are traded on a national  securities  
exchange or in the  over-the-counter market,  shall not be deemed  ownership  of
the  issuer of such  shares  for the purposes of this  paragraph; or (ii) induce
or attempt to persuade any employee or agent of the Company to terminate such  
employment or agency  relationship in order to enter into any such  relationship
with the  Stockholder or any of its subsidiaries  or affiliates or to enter into
any such relationship on behalf of any other business organization in 
competition with the Company or the Buyer.

                      (b)     Without limiting the right of the Buyer and any of
its successors or assigns to pursue all other legal and  equitable  rights  
available  to them for violation of the covenant set forth in Section 3.1(a) 
above by the  Stockholder, it is agreed  that other  remedies  cannot  fully  
compensate  the Buyer and its successors  and  assigns  for  such a  violation  
and  that  the  Buyer  and its successors  and  assigns  shall be  entitled  to 
injunctive  relief to  prevent violation or continuing  violation hereof. It is 
the intent and understanding of each  party  hereto  that if, in any action  
before any court or agency legally empowered to enforce this covenant, any term,
restriction, covenant or promise is found to be unreasonable and for that reason
unenforceable, then such 

                                                         9

<PAGE>



term,  restriction,  covenant or promise shall be deemed  modified to the extent
necessary to make it enforceable by such court or agency.

3.2                      Use of Trademarks.  From the date hereof, neither the 
Stockholder nor any stockholder,  director,  employee or officer of the  
Stockholder  shall have the right  to use any of the  trademarks,  trade  names,
or  applications  therefor heretofore  exclusively used or owned by the Company 
or to use any trademarks or trade names similar thereto or designs  imitative
thereof except as officers or agents of the Company in connection with its 
business prior to the Closing. From the date hereof, neither the Stockholder nor
any stockholder, director, employee or officer of the Stockholder shall have any
right to use or to disclose, except in the  ordinary  course of business  of the
Company, to any person, firm or corporation other than the Buyer, its employees,
agents and representatives, any
trade or business  secrets or client lists or other  proprietary  information of
the Company.

3.3                   Use of Names.  From the Closing Date, the Stockholder and 
its successors, assigns and affiliates, shall not use the names "A.M.Fridays" 
and "Four Seasons Spring Water".

3.4                   Additional Tax Information. The Stockholder agrees to 
deliver promptly to the Buyer any  copies of  information  in the  Stockholder's
possession  reasonably requested  by the  Buyer in  connection  with any tax 
returns  relating  to the Company  (whether  filed  prior to the  Closing or to 
be filed  hereafter).  The Stockholder shall have access to such records of the 
Company as shall reasonably be  required  to enable the  Stockholder  to prepare
any tax returns for periods ending on or before the Closing.

3.5                   Certain Tax Matters. The Stockholder shall pay all 
Federal, state and local taxes,  including  without  limitation,  income,  
profits,  occupation,  excise, property,  sales,  use and franchise taxes and 
including  interest and penalties on, based on, measured by or with respect to 
the income, net worth or capital of the Company  (the  "Taxes")  for all taxable
periods up to and  including  the Closing Date.

             Within thirty (30) days after the filing of any tax return relating
to the Company with respect to a tax period  commencing before the Closing Date,
and ending after the Closing Date,  the  Stockholder  shall pay to the Buyer its
appropriate  share of such Taxes in an amount equal to the Taxes,  if any,  that
would have been due if such tax period had ended on the Closing  Date,  less any
estimated  taxes  previously  paid by the Stockholder or its affiliates for such
period.

             The  Stockholder  shall file, or cause the Company to file, all tax
returns  required to be filed on or before the Closing  Date with respect to the
Company (and amendments  thereof) and all tax returns (and  amendments  thereof)
with respect to Taxes on income for tax periods  ending on or before the Closing
Date.  The  Buyer  shall  file or cause the  Company  to file,  all tax  returns
required to be filed after the Closing Date with  respect to the Company,  other
than tax returns with  respect to Taxes for tax periods  ending on or before the
Closing Date.


                                                        10

<PAGE>









                                   ARTICLE IV

                        ACTION PRIOR TO THE CLOSING DATE

             The parties hereto agree to take the following  actions between the
date hereof and the Closing Date:

4.1                   Confidential Nature of Information.  The Buyer and the 
Stockholder agree that, in the event that the transactions contemplated herein 
shall not be consummated, each will treat in confidence  all  documents, 
Materials and other  information which it shall have obtained  during the course
of the  negotiations  leading to the execution of this Agreement, the 
investigation of the other party hereto and the preparation of this Agreement 
and any other documents  relating hereto,  and shall return to the other party 
all copies of non-public documents and Materials which have been furnished in 
connection therewith. 

4.2                   Accuracy of Representations and Warranties.  The 
Stockholder shall refrain from intentionally  taking  any action and shall cause
the Company to refrain  from intentionally taking any action  which would render
any  representation  and/or warranty contained in Article I of this Agreement
inaccurate at any time between the date hereof and the Closing Date. The  
Stockholder  will promptly notify the Buyer of any lawsuits, claims, proceedings
or  investigations  that,  to the knowledge of the Stockholder,  may be brought,
asserted or commenced against the Company, its officers or directors, or the 
Stockholder.

4.3                     No Material Change in the Company.  Prior to the Closing
Date, the Stockholder shall not, without the prior written approval of the 
Buyer, cause the Company to (i) make any Material change in the business or 
operations of the Company;  (ii) make any Material change in the accounting  
policies  applied in the preparation of the financial  statements referred to 
herein;  (iii) declare any dividends on its  issued  and  outstanding  shares  
of  capital  stock,  or  make  any  other distribution  of any kind in respect 
thereof;  (iv)  issue, sell or otherwise distribute any authorized but unissued 
shares of its capital stock or effect any stock split or  reclassification  of
any such shares or grant or commit to grant any option,  warrant or other rights
to  subscribe  for or purchase or otherwise acquire any shares of capital  stock
of the Company or any security convertible or exchangeable  for any such shares;
(v) purchase or redeem any of the capital stock  of  the  Company;  (vi)  incur 
or be liable  for  indebtedness  to  the Stockholder or any of its subsidiaries,
or affiliates other than in the ordinary course of business;  (vii) make any 
Material change in the base  compensation of officers  or key  employees  of the
Company;  (viii)  enter into any  contract, license,  franchise or commitment 
other than in the ordinary course of business, or waive  any  rights  of  
substantial  value;  or (ix)  enter  into  any  other transaction affecting in 
any Material respect the

                                                        11

<PAGE>



business of the Company  other than in the  ordinary  course of business  and in
conformity with past practices, or as contemplated by this Agreement.

4.4                   No Public Announcement.  Neither the Stockholder nor the 
Buyer shall, without the approval of the other, make any press release or other 
public  announcements or filing concerning the transactions contemplated by this
Agreement, except as and to the extent that any such party shall be so obligated
by law, in which case the other  party  shall be  advised  thereof  and given an
opportunity to comment thereon.



                                    ARTICLE V

                CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER

             The  obligations  of the Buyer under this Agreement to purchase and
pay for  the  Stock  shall,  at the  option  of the  Buyer,  be  subject  to the
satisfaction, on or prior to the Closing Date, of the following conditions:

5.1                  No Misrepresentation or Breach of Covenants and Warranties.
There shall have been no Material  breach by the Stockholder in the performance 
of any of its covenants and agreements herein,  each of the  representations and
warranties of the  Stockholder  contained in this  Agreement  shall be true and 
correct in all Material  respects  on the Closing  Date as though made on the 
Closing  Date and there shall have been  delivered to the Buyer a certificate or
certificates to that effect, dated the Closing Date and signed by the
Stockholder.

5.2                   No Change in or Destruction of Property.  There shall have
been, between the date hereof and the Closing Date, no Material  adverse  change
in the condition, financial or otherwise, of the Company or any of its assets.


                                   ARTICLE VI

             CONDITIONS PRECEDENT TO OBLIGATIONS OF THE STOCKHOLDER

            The obligations of the Stockholder  under this Agreement to deliver
the  Stock  shall,  at  the  option  of  the  Stockholder,  be  subject  to  the
satisfaction, on or prior to the Closing Date, of the following conditions:

             There  shall  have  been no  Material  breach  by the  Buyer in the
performance  of  any  of  its  covenants  and  agreements  herein,  each  of the
representations  and  warranties  of the Buyer  contained or referred to in this
Agreement shall be true and correct in all Material respects on the Closing Date
as though made on the Closing Date and there shall have been delivered to the

                                                        12

<PAGE>



Stockholder a certificate or certificates to that effect, dated the Closing Date
and signed on behalf of the Buyer by its President.


                                   ARTICLE VII

                           PURCHASE PRICE AND CLOSING

7.1                   Closing.  The closing of the transactions contemplated by
this Agreement (the "Closing") shall take place on or before July 1, 1997 (the "
Closing Date").

7.2                   Purchase and Sale.

                      (a)     On the Closing Date, the Stockholder shall sell to
the Buyer the Stock for the following consideration:

                              (i)          cash  payable by Buyer in the amount 
of $350,000.00 by wire transfer;

                              (ii)         a Note, in the form attached hereto 
as Exhibit "A", made by the Buyer in the amount of $300,000.00  for a term of 
five (5) years at the rate of interest of eight and one-half  percent (8 1/2%) 
with equal monthly  payments of principal and interest based on an 8 year  
amortization and a balloon payment due at the expiration of the term of the 
note;

                              (iii)        contingent consideration in the form 
of a bonus in the event that gross sales of the  Company,  for the time period  
January 1, 1997  through January  2,  1998,  exceeds  $1,135,000.00.  In the 
event  the bonus is  earned, Vermont Pure Holdings,  Ltd.  ("VPUR-  NASDAQ")  
will, on or before  February 1, 1998, subject to all applicable SEC regulations,
issue a number of shares of its unregistered  common stock whose market price 
(based on the closing price of its registered  shares on December  31,  1997) is
 equal to the dollar total of gross revenues in excess of $1,135,000.00.

                      (b)     In addition to the Purchase Price, the Stockholder
shall enter into with the Company an Agreement in the form  attached  hereto as 
Exhibit "B"  embodying (i) a non-compete agreement that will pay Stockholder 
compensation of $20,000.00 per year (plus health and welfare benefits  covering 
Stockholder and her spouse at current  levels of coverage) for five (5) years 
with the first payment due on the signing of this agreement;  (ii) an employment
agreement for six (6) months at an annual  compensation  rate of  $25,000.00  
paid  bi-weekly; and, (iii) a consulting  agreement commencing at the expiration
of the employment period for thirty (30) months at an annual compensation of 
$25,000.00 paid bi-weekly.

7.3                   Deliveries by the Stockholder.  At the Closing, the 
Stockholder shall sell, assign, transfer and convey to the Buyer all of the 
outstanding capital stock of the Company and shall

                                                        13

<PAGE>



deliver, at the Closing the following:

                      (a)     A certificate or certificates representing all of 
the Stock, together with fully  executed  and witnessed  stock powers (in blank)
attached  thereto with signatures  guaranteed by an institution that is a 
participant in the Securities Transfer Agents Medallion Program.

                      (b)     An opinion dated the Closing Date hereof from 
counsel for the Stockholder, in form and substance satisfactory to the Buyer and
its counsel, to the effect that:

                              (i)          The Company is a corporation validly 
existing and in good standing under the laws of the State of New Hampshire;  and
the Company has full corporate  power and authority to own or lease and operate 
its properties and to carry on its business as now conducted. To the best of
such counsel's knowledge, the Company has no subsidiaries.

                              (ii)         The authorized capital stock of the 
Company consists of 1000 authorized  shares of common  stock,  at no par  value 
per  share,  of which 100 shares  have  been  issued  and are  outstanding  and 
are owned of record by the Stockholder;  except for this  Agreement,  and all of
the issued and outstanding shares of common  stock of the Company as of the  
Closing  are  validly  issued, fully paid and nonassessable.

                              (iii)        This Agreement has been duly and 
validly executed and delivered by the Stockholder  and such Agreement,  assuming
due execution by the Buyer, is the valid and binding agreement of the 
Stockholder enforceable against the  Stockholder  in  accordance  with its terms
except as  enforcement  of such agreement  may be  limited  by  bankruptcy,  
insolvency  or other  similar  laws affecting creditors' rights generally.

                              (iv)         The Stockholder has full power and 
authority to execute and deliver the  Agreement  and to perform its  obligations
hereunder. Neither the execution  and  delivery  of  this  Agreement,   nor  the
consummation  of the transactions contemplated herein, (a) violates or conflicts
with or results in the breach of the terms,  conditions or provisions  of, or 
constitutes a default under,  the  Certificate  of  Incorporation  or the Bylaws
of the Company or any agreement  or  instrument  known to such counsel  to which
the  Company or the Stockholder  is a party or by which  either of them is bound
or (b) requires the consent,  approval or authorization of or any filing with or
notification to any Federal,  state or local court,  governmental  authority or 
regulatory  body not already obtained or made, as the case may be.

                              (v)          To the best of such counsel's 
knowledge there is no action, suit,  proceeding or investigation pending or
threatened against the Stockholder or the  Company,  other  than actions, suits,
proceedings  or  investigations described in Schedule 1.14,  Schedule 1.17 or 
Schedule 1.21 hereto,  which might result in a Material adverse change in the
properties,  business or assets which questions the legality, validity or
propriety of this Agreement or of any action taken or to be taken by the  
Stockholder  pursuant to or in connection with this Agreement.


                                                        14

<PAGE>



                              (vi)         The Stockholder is the lawful owner 
of the Stock, to the best of such  counsel's  knowledge,  free  and  clear  of 
all  adverse  claims,  with unrestricted right and power to transfer and deliver
the Stock to the Buyer. The Stockholder  has executed and  delivered  to the 
Buyer such  instruments  as are sufficient in form to vest good and  marketable 
title to the Stock in the Buyer free and clear of all adverse claims.

             In giving such opinion, counsel for the Stockholder may rely, as to
matters of fact, upon certificates of officers of the Company.

                              (vii)        The resignations immediately prior to
the Closing of (i) each director of the Company and (ii) each officer of the 
Company as requested by the Buyer,  however,  any liability  incurred under the 
Company's existing severance policy as a result of such resignations shall be 
borne by the Buyer.

7.4                   Deliveries of the Buyer.  At the Closing, the Buyer shall 
deliver to the Stockholder an opinion of Ledgewood Law Firm,  P.C.,  counsel for
the Buyer,  in form and  substance  satisfactory  to the  Stockholder  and its 
counsel,  to the effect that (i) The Buyer is a corporation duly organized,  
validly existing and in good standing  under the laws State of Delaware;  and 
(ii) this Agreement and the  transactions  contemplated  herein have been duly 
approved by all necessary corporate action of the Buyer and such Agreement,  
assuming due execution by the Stockholder, is the valid and binding agreement of
the Buyer enforceable against the Buyer in accordance  with its terms except as 
enforcement of such agreement may be  limited  by  bankruptcy,  insolvency  or 
other  similar  laws  affecting creditors'  rights  generally  and,  (iii) 
Neither the execution and delivery of this Agreement,  nor the consummation of 
the transactions contemplated  herein, (a) violates or conflicts with or results
in the breach of the terms, conditions or  provisions  of,  or  constitutes  a  
default  under,   the   Certificate  of Incorporation  or the Bylaws of the 
Company or any agreement or instrument known to such counsel to which the 
Company or the  Stockholder  is a party or by which either of them is bound or 
(b) requires the consent,  approval or  authorization of or any filing with or  
notification  to any  Federal,  state or local  court, governmental  authority 
or regulatory body not already  obtained or made, as the case may be.

             In giving  such  opinion,  counsel  for the  Buyer may rely,  as to
matters of fact, upon certificates of officers of the Buyer.


                                  ARTICLE VIII

                    SURVIVAL OF OBLIGATIONS; INDEMNIFICATION

8.1              Survival of  Obligations.  All  representations  and warranties
made herein by the Stockholder  and its obligations to be performed  pursuant to
the terms hereof,  shall survive the Closing hereunder and shall terminate three
years after the Closing;  provided, that, (i) the representations and warranties
contained in Section 1.15 shall expire three (3) years after the

                                                        15

<PAGE>



Closing, or with respect to any dispute with the Internal Revenue Service,  upon
the later to occur of the following (x) such dispute's final  resolution and the
payment of all taxes,  interest  and  penalties  arising  therefrom  and (y) the
expiration   of  the   applicable   statute   of   limitations;   and  (ii)  the
representations in Section 1.4 shall not terminate.

8.2               Indemnification.  (a) The Stockholder  agrees to indemnify and
hold  harmless  the  Buyer,  the  Company  and their  subsidiaries,  affiliates,
successors  and assigns  from and against any and all (x)  liabilities,  losses,
costs,  deficiencies  or  damages  and any and all  amounts  paid in  settlement
("Loss") and (y) reasonable attorneys' and accountants' fees and expenses, court
costs and all other  reasonable  out-of-pocket  expenses  ("Expense") net of any
insurance  received,  incurred by the Buyer or the  Company,  in  investigating,
preparing or defending against any litigation,  commenced or threatened,  or any
claim  asserted in good faith in  connection  with or arising from (i) any claim
that the  Stockholder  did not convey to the Buyer good and marketable  title to
all of the issued and outstanding  capital stock of the Company pursuant to this
Agreement,  (ii) any breach by the  Stockholder  of any of its  covenants in, or
failure of the Stockholder to perform any of its obligations hereunder, or (iii)
any  breach of any  warranty  or the  inaccuracy  of any  representation  of the
Stockholder  contained or referred to in this  Agreement  or in any  certificate
delivered by or on behalf of the Stockholder pursuant hereto.

                      (b)     The Buyer and the Company agree to indemnify and
hold harmless the Stockholder and its successors and assigns from and against 
any and all Loss and Expense  incurred by the  Stockholder in  investigating,  
preparing or defending against any litigation,  commenced or threatened,  or any
claim asserted in good faith in each case net of any insurance received and 
retained by the Stockholder in connection with or arising from (i) any breach by
the Buyer or the Company of any of its  covenants  in, or any failure of the  
Buyer or the Company to perform any of its obligations  under, this Agreement or
(ii) any breach of any warranty or the inaccuracy of any representation of the 
Buyer contained or referred to in this Agreement or in any certificate delivered
by or on behalf of the Buyer pursuant hereto.

                      (c)     If a party incurring a Loss or Expense (an 
"Indemnified Person") has suffered or incurred any Loss or Expense, the 
Indemnified Person shall so notify the party responsible  therefor (an  
"Indemnifying  Person") promptly in writing describing such Loss or Expense, the
amount thereof, if known, and the method of computation of such Loss or Expense,
all with reasonable particularity  and containing a reference to the  provisions
of this  Agreement or any  certificate delivered  pursuant  hereto in respect of
which such Loss or Expense  shall have occurred.  If any action at law or suit 
in equity is  instituted by or against a third party with  respect to which an 
Indemnified Person  intends to claim any liability or expense as Loss or Expense
under this Section 8.2, such Indemnified Person shall promptly notify the 
Indemnifying Person of such action or suit. 

                      (d)     An Indemnified Person shall have the right, but
not the obligation, to participate  at its own expense in the defense of any 
third party claim,  action or suit with counsel of its own choosing,  but the 
Indemnifying  Person shall be entitled to control the defense unless

                                                        16

<PAGE>



the Indemnified Person has relieved the Indemnifying  Person from liability with
respect to the  particular  matter.  In the event that the  Indemnifying  Person
shall fail timely to defend,  contest or otherwise  protect  against such claim,
the Indemnified Person shall have the right, but not the obligation,  to defend,
contest or otherwise  protect  against the same or, on not less than thirty (30)
days'  written  notice  to the  Indemnifying  Person,  make  any  compromise  or
settlement  thereof,  and such compromise or settlement  shall be binding on the
Indemnifying  Person for  purposes of  indemnification  under this  Article VIII
unless the  Indemnifying  Person  objects  thereto  within the thirty day period
aforesaid.

                      (e)     The Buyer and/or the Company shall have the right
to set off against any amounts  due the  Stockholder  in  accordance  with the 
Note issued by the Buyer pursuant  to  Section 7 hereof up to a limit of  
$300,000  with  respect  to any amounts  both  (i)  owed to the  Buyer by the  
Stockholder  as a  result  of the indemnification  provided  in this  Section 
8.2 and (ii) paid  out-of-pocket  to third parties by the Buyer or the Company.

                                   ARTICLE IX

                                  MISCELLANEOUS

9.1               Notices.  All  notices  or other  communications  required  or
permitted  hereunder shall be in writing and shall be deemed given (a) three (3)
days after having been sent by  certified or  registered  mail,  return  receipt
requested,  (b) one  (1)  business  day  after  having  been  sent  by  regional
recognized courier guarantying next business day delivery,  or (C) upon delivery
if given by hand delivery against written receipt, addressed as follows:

     If to the Buyer:

                           Vermont Pure Springs, Inc.
                              70 West Red Oak Lane
                             White Plains, NY 10604
                                 with a copy to:

                              Kevin F. Berry, Esq.
                               Ledgewood Law Firm
                               1521 Locust Street
                             Philadelphia, PA 19102

     If to the Stockholder:

                                 Carolyn Howard
                                279 Mountain Road
                            Jaffrey Center, NH 03454


                                                        17

<PAGE>



     With a copy to:

                             Bradford E. Cook, Esq.
                       Sheehan Phinney Bass & Green, P.A.
                                 1000 Elm Street
                                 P. O. Box 3701
                            Manchester, NH 03105-3701



9.2                   Governing Law.  This Agreement shall be governed by and 
construed in accordance with the laws of the State of New Hampshire without
regard to the provisions on conflicts of law.

9.3                   Successors and Assigns.  This Agreement shall be binding 
upon and inure to the benefit of the parties hereto and their respective 
successors and assigns. 

9.4                   Severability. In case any one or more  of the  provisions
contained  herein  shall,  for any  reason,  be held to be  invalid,  illegal or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall
be  construed  as  if  such  invalid,  illegal  or  unenforceable  provision  or
provisions had never been contained herein unless the deletion of such provision
or provisions would result in such a Material change as to cause  enforcement of
the terms hereof to be unreasonable.

9.5                    Expenses. Each party hereto shall  pay  its own  xpenses
(including, without limitation, legal and accounting fees and expenses) incident
to its  negotiation and preparation of this Agreement and to its performance and
compliance with the provisions contained herein.

9.6                    Titles and Headings. Titles and headings to Articles and
Sections  herein are inserted for the  convenience of reference only and are not
intended  to be a part of or to affect  the  meaning or  interpretation  of this
Agreement.

9.7                Schedules. The Schedules and Exhibits to this Agreement shall
be  construed  with and read as an integral  part of this  Agreement to the same
extent as if the same had been set forth verbatim herein.

9.8                    Entire Agreement; Amendments and Waivers. This Agreement,
including the Exhibits and Schedules hereto,  contains the entire  understanding
of the parties hereto with regard to the subject matter  contained  herein.  The
parties hereto, by mutual agreement in writing, may amend, modify and supplement
this  Agreement.  The  failure  of any party  hereto to  enforce at any time any
provision  of this  Agreement  shall  not be  construed  to be a waiver  of such
provision,  nor in any way to affect the validity of this  Agreement or any part
hereof or the rights of such  party  thereafter  to enforce  each and every such
provision. No waiver of any breach of this Agreement

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<PAGE>


shall be held to constitute a waiver of any other or subsequent breach.

9.9                     No Assignment. Neither party shall assign its right or 
delegate its duties under this  Agreement to any other person or entity without 
the prior written consent of the other party. A consent  required by either 
party pursuant to this paragraph shall not, once requested, be unreasonably
withheld. 



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


                                                     VERMONT PURE SPRINGS, INC.

Attest:                       By:
                                                             President





                                                          CAROLYN HOWARD


Attest:



                                                         A.M. FRIDAYS, INC.


Attest:                            By:
                                                              President



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