NON COMPETE AGREEMENT


         THIS AGREEMENT is made as of January 6, 1998 between Fred Beauchamp and
Jim  Creed,  individuals  who  maintain a business  at Sagamon  Spring  Water of
Vermont,  Inc.("SSW") P.O. Box 907,  Rutland,  VT 05701  ("Sellers") and Vermont
Pure Springs,  Inc., a corporation with its principal place of business on Route
66, Randolph, VT 05060, (the "Company").


                                   Background

         A.       The Company is a company engaged in the bottling and sale of
natural spring water with its manufacturing facility and principal place of
business in Randolph Center, VT and 

         B.       SSW is a company, engaged in the sale of natural spring water
with its principal place of business in Rutland, VT, and

         C. The  Company  and SSW,  of which  Fred  Beauchamp  and Jim Creed are
principals,  are parties to an existing  Asset  Purchase  Agreement  whereby the
Company is purchasing substantially all of the assets of SSW. Fred Beauchamp and
Jim Creed have had  considerable  experience  in the business of  producing  and
marketing  natural  spring water,  and are familiar with  operations  similar to
those to be conducted by the Company.

         D.       The Company requires that Fred Beauchamp and Jim Creed enter 
this Non Compete as a condition to closing on the aforementioned 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 9 of this agreement, the term of 
this Agreement shall be from January 6, 1998 through January 6, 2003.

         2.       Compensation.  As compensation and consideration for Seller's
agreement and consent to the terms of this Agreement and his assumption of the 
responsibilities under this Agreement, the Company agrees to pay Fred Beauchamp
and Jim Creed and they  agree to accept the following compensation:

                  2.1 The  Company  will pay  Fred  Beauchamp  and Jim  Creed an
annual fee of $8,000 commencing on January 5, 1998 and ending on January 5, 2002
(5 payments totaling $40,000).


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         3.       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.

         4.       Nondisclosure of Confidential Information.

                  4.1 Fred Beauchamp and Jim Creed shall not, during the term of
this Agreement or at any time for a period of five (5) years following  closing,
unless  authorized  to do so in writing by the Company,  directly or  indirectly
disclose  or  permit to be known to, or used for the  benefit  of,  any  person,
corporation or other entity  (outside of the employ of the Company),  or itself,
any  confidential  information.  For the  purposes  of this  Section 4, the term
confidential  information shall include,  but not be limited to, confidential or
proprietary  knowledge or information  with respect to the conduct or details of
the Seller's business  including,  but not limited to, lists of customers of the
Buyer's  business,  pricing  strategies,  or  marketing  methods.   Confidential
information  does not include  matters which are generally  known outside of the
Buyer, public knowledge or in the public domain.

                  4.2 All confidential  information described in Section 4 shall
be the exclusive property of the Company, and Fred Beauchamp and Jim Creed shall
use their best efforts to prevent any publication or disclosure thereof.


         5.  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 an Asset
Purchase  Agreement  between the Company and SSW, for a period of five (5) years
after the  closing of this  Agreement,  Fred  Beauchamp  and Jim Creed will not,
within the  States of New York,  Vermont,  New  Hampshire,  Maine,  Connecticut,
Massachusetts,  and/or Rhode  Island,  directly or  indirectly  compete with the
Company  in  the  home/office   distribution  of:  distilled  water,  spring  or
carbonated  water, 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 Fred  Beauchamp and Jim Creed or with any company for which
Fred  Beauchamp  and Jim Creed then works.  During the  aforesaid  period,  Fred
Beauchamp  and Jim  Creed  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 five year  period
contemplated by this Section 5.

         6.  Remedies.  Fred  Beauchamp  and Jim Creed  acknowledges  that their
promises  with  respect to the  agreement  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 hereof
by Fred

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Beauchamp and/or Jim Creed, the Company may 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 Palmer
form 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 Fred
Beauchamp  and Jim Creed  contained  in Section 4 or 5, 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.

         7.       Waiver of Breach.  The waiver by the Company or Fred Beauchamp
and Jim Creed 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.

         8 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 Fred  Beauchamp  and Jim Creed at the address set
forth in the first paragraph of this Agreement (or such subsequent address as is
noted on Company's records),  with a copy to William O Rourke, III, Esq. at Ryan
Smith & Carbine,  Ltd., P.O. Box 310, Rutland, VT, 05702-0310 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.


         9.  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 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.


         10. 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.


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         11. 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 Fred  Beauchamp,  Jim
Creed and the Company.

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

Vermont Pure Springs Company



By:      /S/ Timothy G. Fallon              /S/ Fred Beauchamp
         Timothy G. Fallon                  Fred Beauchamp
         President & CEO
                                            /s/ Jim Creed
                                            Jim Creed



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