AGREEMENT



         This  agreement  is made as of January 5, 1998  between Amy Berger,  an
individual  residing at 4 Maeck Farm Road,  Shelburne,  Vermont 05482 ("Berger")
and Vermont Pure  Holdings,  Ltd., a  corporation  with its  principal  place of
business on Route 66, Randolph, VT 05060, (the "Company").


                                   Background

         A.       The Company has established a division that will market spring
water, vending machines and coffee/tea products to the home/office supply market
in the New England area.

         B. Berger is a principal of Vermont Coffee Time, Inc.("VCT") which is a
party to an Asset  Purchase  Agreement  with the Company  whereby the Company is
purchasing all of the assets of CTV; and, she has had considerable experience in
the business of marketing spring water, vending machines and coffee/tea products
to the  home/office  supply  market  similar  to  those to be  conducted  by the
Company.

         C.       Company and Berger wish to enter this Agreement to facilitate 
and augment the Asset Purchase Agreement.

                                      Terms

        NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
agreements hereinafter set forth, the parties agree as follows:

         1.       Term.  Subject to Section 7 of this agreement, the term of 
this Agreement shall be from January 2, 1998 through January 2, 2001.

         2. Consulting  Agreement. Company shall retain Berger and Berger 
accepts appointment as consultant of the Company upon the terms and  conditions
described  herein.  During the Consulting  Term (as defined in Section I above),
Berger shall devote the business time,  attention and skills to the business and
affairs of Company as mutually agreed to by the parties signing hereto.

                           2.1      Duties.  Berger shall at all times render 
her services at the direction of the Chief  Executive  Officer  and  President. 
Berger  agrees  that during the Consulting Term she will be reasonably available
to the Company in person or by telephone in order to provide  general  business 
advice,  sales and  marketing, customer  relations  and  consulting  services  
on all  aspects of  the coffee business.  Berger  agrees to use her best efforts
to promote  and  further  the reputation  and  good  name  of  Company  and 
perform  her  services  well  and faithfully.




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         3.  Restrictive  Covenant.  In order to protect the Company in its full
beneficial use and enjoyment of the goodwill,  assets,  business  relationships,
marketing techniques and other know-how acquired as a result of a Asset Purchase
Agreement  between the  Company,  Amy Berger and VCT,  for a period of three (3)
years after the execution of this Agreement (the "NonCompete Term"), Berger will
not,   within  the  States  of  New  York,   Vermont,   New  Hampshire,   Maine,
Massachusetts,  Rhode Island,  and Connecticut,  directly or indirectly  compete
with the Company in the home/office distribution of.- distilled water, spring or
carbonated  water,  coffee/tea  products  and will not  either (I)  solicit  any
persons or entities  known to be  customers  of the Buyer to purchase any of the
aforementioned  products; or (ii) solicit or induce any employee of the Buyer to
leave such  employment  to take a position  with  Berger or with any company for
which she then works.  During the  aforesaid  period,  Berger shall not make any
statements  or  commit  any  acts  (including  contacting  any  of  the  Buyer's
customers)  that would in any way be tortiously  injurious or detrimental to the
Company's image, business or customer relations.  The provisions of this Section
5 shall survive the  termination,  for any reason,  of this  Agreement and shall
continue for the three (3) year period contemplated by this Section 3.

         4.  Confidentiality  .  Berger  agrees  that she will not at any  time,
either during the term of this Agreement or  thereafter,  divulge to any person,
firm or corporation any information obtained or learned by his during the course
of his  employment  with  Company,  with regard to the  operational,  financial,
business or other affairs of Company and its  affiliates,  and their  respective
officers and directors,  including,  without limitation, trade secrets, customer
lists,  sources of supply,  pricing policies,  operational  methods or technical
processes,  except (i) in the course of performing  her duties  hereunder,  (ii)
with  Company's  express  written  consent;  (iii) to the  extent  that any such
information is in the public domain other than as a result of Berger's breach of
any of his  obligations  hereunder;  or (iv) where  required to be  disclosed by
court  order,  subpoena or other  government  process.  In the event that Berger
shall be required to make  disclosure  pursuant to the provisions of clause (iv)
of the preceding sentence,  Berger shall promptly,  but in no event more than 48
hours after learning of such subpoena, court order, or other government process,
notify Company, by personal delivery or by cablegram,  confirmed by mail, and at
Company's  expense,  Berger  shall:  (a) take  all  reasonably  necessary  steps
requested by Company,  at Company expense,  to defend against the enforcement of
such subpoena,  court order or other government process,  and (b) permit Company
to  intervene  and  participate  with  counsel of its  choice in any  proceeding
relating to the enforcement thereof.

                  4.1 All confidential  information described in Section 4 shall
be the exclusive property of the Company,  and Berger shall use her best efforts
to prevent any publication or disclosure thereof.

                  4.2  The  provisions  of this  Section  4  shall  survive  the
termination, for any reason, of this Agreement and shall continue for the period
contemplated by this Section 4.


                  5.  Remedies.  Berger acknowledges that her promises with 
respect to the agreement

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not to compete and to maintain the  confidentiality of information in accordance
with this agreement are promises of a special,  unique,  unusual,  extraordinary
and  intellectual  character,  which give them peculiar  value the loss of which
cannot be reasonably or adequately compensated in an action of law, and that, in
the event there is a breach of his promises with respect to her agreement not to
compete and to maintain  confidentiality  of information by Berger,  the Company
will  suffer  irreparable  harm,  the  amount  of which  will be  impossible  to
ascertain.  Accordingly,  the Company  shall be  entitled,  if it so elects,  to
institute  and  prosecute  proceedings  in any court of competent  jurisdiction,
either at law or in  equity,  to obtain  damages  for any  breach or to  enforce
specific  performance of the provisions or to enjoin Berger from  committing any
such act in breach of this  Agreement.  The  remedies  granted to the Company in
this  Agreement  are  cumulative  and  are in  addition  to  remedies  otherwise
available  to the  Company  at law or in  equity.  If the  Company is obliged to
resort to the courts for the  enforcement  of a covenant of Berger  contained in
Section 3 or 4, such  covenant  shall be extended  for a period of time equal to
the period of such breach which extension shall commence on the later of (I) the
date on which the original  (unextended)  term of such  covenant is scheduled to
terminate or (ii) the date of the final court order  (without  further  right of
appeal) enforcing such covenant.

         6.  Compensation.   As  compensation  and  consideration  for  Berger's
agreement and consent to the terms of this  Agreement and her  assumption of the
responsibilities  under this Agreement and further  consideration  for the Asset
Purchase  Agreement entered into by and between the Company and CTV, the Company
agrees to pay Berger and Berger agrees to accept the following compensation:

                  6.1 The  Company  will pay  Berger on a  monthly  basis on the
first of every month,  compensation at an annual rate of $20,000 for the term of
this Agreement.

            7.    Termination.  Notwithstanding anything to the contrary 
contained in this Agreement, Berger's employment or consulting may be terminated
prior to the end of the Employment and Term only as follows:

                  7.1  Termination  Upon  Death of  Berger.  Berger's  status as
consultant  shall terminate upon the death of Berger;  provided,  however,  that
Company shall pay to Berger's estate or designated beneficiary,  any amounts due
hereunder accrued but unpaid at Berger's date of death.

                  7.2     Termination Upon Disability of Berger.  Berger's 
employment shall terminate if, in good faith, and with the advice of a qualified
and independent physician, the Board of Directors of Company  determines  that 
Berger has become, by reason of accident, illness, mental or physical 
disability, so disabled as to be incapable of  satisfactorily  performing his
duties  hereunder for a period of one hundred twenty (120) consecutive days; 
provided,  however that Berger shall continue to receive  any  amounts  due 
hereunder  accrued  but unpaid at  Berger's  date of termination  due to
disability,  less any amount Berger receives for such period from any

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Company-sponsored   or   Company-paid   for  source  of  insurance,   disability
compensation or government program.

                  7.3      Termination Upon Mutual Consent.  Berger's employment
may be terminated by the mutual consent of Company and Berger on such terms as 
they may agree.


                  7.4 Termination For Cause. Berger's employment shall terminate
immediately  on notice  to  Berger  upon a good  faith  finding  of the Board of
Directors  of Company  that  Berger has (I)  wilfully  or  repeatedly  failed to
perform  her  duties  in  accordance  with  the  provisions  of  this  Agreement
notwithstanding  30 day prior written  notice to Berger and failure of Berger to
cure any deficiency,  (ii) committed a breach of any provision of Section 3 or 4
hereof, (iii) misappropriated  assets or perpetrated fraud against Company, (iv)
been convicted of a crime which constitutes a felony, or (v) been engaged in the
illegal use of habit forming substances.  In the event of termination for cause,
Company shall pay Berger only her  compensation  through the date of termination
and will have no further liability hereunder.

                  7.5  Termination  by Company  Without  Cause.  The Company may
terminate  this  agreement at any time  without  cause,  upon written  notice to
Berger.  In the event of  termination  pursuant to this  paragraph,  the Company
shall continue to pay Berger the amounts due under Section 6.1 of this Agreement
which shall survive termination of this Agreement.

         8.       Applicable Law.  This Agreement shall be construed in 
accordance with the laws of the State of Vermont, without giving effect to 
principles of conflict of law.


         9.       Waiver of Breach.  The waiver by the Company or Berger of a 
breach of any provision of this Agreement by the other shall not operate or be
construed as a waiver of any other or subsequent breach of such or any other 
provision.

         10.  Notices.  Any notice  required or permitted to be given under this
agreement  shall  be in  writing  and  shall  be  delivered  by  hand or sent by
certified  mail  addressed  to  Berger  at her  address  set  forth in the first
paragraph  of this  Agreement,  with a copy to Ritchie E. Berger,  Esq.,  Dinse,
Knapp &  McAndrew,  P.C.  209  Battery  Street,  P.O.  Box 988,  Burlington,  VT
05402-0988 (or such subsequent address as is noted on Company's records), and to
the  Company at Route 66,  Randolph,  VT 05060,  with a copy to Kevin F.  Berry,
Esq., Ledgewood Law Firm, 1521 Locust Street, Philadelphia,  Pennsylvania 19102,
or to such other  address as either of such parties may  designate in a written
notice  served  upon the other  party in the manner  provided  herein.  Any such
notice shall become effective upon receipt.

         11.      Severability.  If any term or provision of this Agreement or
the application thereof to any person or circumstance shall, to any extent, be
held invalid or unenforceable by a court of competent jurisdiction, the 
remainder of this Agreement or the application of any such term or provision to
persons or circumstances other than those as to which it is held invalid or
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<PAGE>


unenforceable,  shall not be affected  thereby,  and each term and  provision of
this Agreement shall be valid and enforceable to the fullest extent permitted by
law. If any of the provisions  contained in this Agreement  shall for any reason
be held to be excessively broad as to duration,  scope,  activity or subject, it
shall  be  construed  by  limiting  and  reducing  it,  so as to  be  valid  and
enforceable   to  the  extent   compatible   with  the  applicable  law  or  the
determination by a court of competent jurisdiction.

         12. Binding  Effect and  Assignability.  The rights and  obligations of
both  parties  under this  Agreement  shall inure to the benefit of and shall be
binding upon their heirs,  successors and assigns,  but it shall not be assigned
without the written consent of both parties.

         13.      Entire Agreement.  This instrument constitutes the entire 
agreement with respect to the subject matter hereof between the parties hereto 
and replaces and supersedes as of the date hereof any and all prior oral or
written agreements and understandings between the parties hereto. This Agreement
may only be modified by an agreement in writing executed by both Berger and the 
Company.

         IN WITNESS  WHEREOF,  the undersigned  have executed this Agreement the
date and year written above.



Vermont Pure Holdings, Ltd.



By:\S\Timothy G. Fallon                                       By: \S\Amy Berger
         Timothy G. Fallon                                           Amy Berger
         President & CEO                                             1/5/98








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