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                                                                  Exhibit 10.1
                              CONSULTING AGREEMENT


     THIS AGREEMENT is made as of the 1 st day of December, 1996, by and between
VERMONT PURE HOLDINGS,  LTD., a Delaware corporation ("Company") located at P.O.
Box C, Randolph, Vermont 05060 and CORPORATE INVESTORS NETWORK, INC., a New York
corporation ("Network") having offices at 26 Broadway, Suite 1640, New York, New
York 10004.

                                   WITNESSETH:

     WHEREAS,  the  Company  desires  to  secure  the  services  of  Network  as
consultant and Network desires to provide such services to the Company.


     NOW,  THEREFORE,  in consideration of the mutual promises contained herein,
the parties agree as follows:


     1 . Network hereby agrees that it will render  financial  public  relations
and  consulting  services  to the Company for the purpose of helping the Company
better communicate with the financial community, the media and its shareholders.
The services  shall  include the  introduction  of the Company to the  financial
community  and to the  business  and  financial  media as well as  acting as the
liaison between the Company and these audiences; develop and implement a program
of  targeting  analysts,  portfolio  managers and  brokers  from both "buy" and
sell" side investment firms;  facilitate logistics of visits to marketing areas;
and the preparation and  dissemination  of press releases  relating to important
business developments.

     Network will devote such time as is  reasonably  necessary to perform these
services for the Company consistent with and specifically  recognizing Network's
commitments and obligations to other businesses for which it performs consulting
services. Network is to provide services on a non-exclusive basis.

     2. The term of this Agreement will commence on the date first written above
and  continue  for a period  of  six-months  thereafter.  Unless  terminated  as
provided  herein,  this Agreement will be renewed for five successive  six-month
terms and will  terminate  on the third  anniversary  of the date first  written
above.

     3. For the  services to be rendered  and  performed  by Network  under this
agreement, the Company will pay to Network in advance $5,000 on each three month
anniversary  of the date first written above ($20,000 per annum) during the term
of this  Agreement,  of  which  $5,000  is  payable  upon  the  signing  of this
Agreement.  In  addition,  the Company will issue a Warrant to Eugene F. Malone,
President of Network,  to purchase a total of twenty  thousand  shares of common
stock of the Company ("Common Stock"),  exercisable as follows, (i) 5,000 shares
will be  exercisable  at $2.00 per share at such  time as the  Company's  Common
Stock has a last sale  price for five  consecutive  trading  days equal to or in
excess of $2.00 at any time prior to  December  1, 1999,  (ii) 5,000  additional
shares  will be  exercisable  at $3.00 per  share at such time as the  Company's
Common Stock has a last sale price for five consecutive trading days equal to or
in excess of $3.00 at any time prior to December 1, 1999, (iii) 5,000 additional
shares  will be  exercisable  at $4.00 per  share at such time as the  Company's
Common Stock has a last sale price for five consecutive trading days equal to or
in excess of $4.00 at any time prior to time as the Company's Common Stock has a
last sale price for five consecutive trading days equal to or in excess of $5.00
at any time prior to December  1, 1999.  The last sale price will be as reported
by The Nasdaq Stock Market or any other national exchange on which the Company's
Common  Stock as traded.  The  issuance  of the  Warrant is subject to the terms
thereof being  approved by the board of directors of the Company,  in their sole
discretion.  [If the board of  directors  fails to  approve  the  Warrant,  this
Agreement  shall  terminate  and  Network shall be entitled to retain any amount
already paid to it. ]

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    The Company shall reimburse Network for Network's  reasonable and necessary
out-of-pocket expenses incurred in the performance of its duties,  provided that
expenses  for  special  projects  will be  approved  in advance  in writing  and
out-of-pocket expenses will not exceed $500 per month unless approved in advance
in  writing.  All such  expenses  will be paid  upon  presentation  of  evidence
supporting the expense and as otherwise reasonably requested by the Company.

     4. Network  agrees that neither it nor its  employees or agents will during
the term of this Agreement or at any time thereafter disclose or divulge or use,
directly or indirectly,  for its own benefit or that of others, any confidential
information,  data, trade secrets, etc., relating to the business of the Company
learned in  connection  with its work for the Company.  The  provisions  of this
paragraph  shall survive the  termination  of this  Agreement and shall continue
until such  information,  data,  trade secrets,  etc.,  becomes public knowledge
through no fault of Network or any of its employees or agents.  Upon termination
of this Agreement,  Network will  immediately  return to the Company all papers,
materials and copies of such provided by or on behalf of the Company to Network.

     5. As a consultant for the Company,  Network may rely upon the  information
supplied to Network by the  Company's  authorized  officers and  directors as to
accuracy and completeness. Network agrees to indemnify, hold harmless and defend
the Company from any suit or proceeding  which may arise out of or be due to any
inaccuracy,  incompleteness  or omission of  information  regarding  the Company
(other than such information which was provided by the Company to Network) given
or distributed by any of Network's employees or agents.

     6. This  Agreement  may be  terminated,  except as  otherwise  provided  in
Section 4 hereof, at any time upon 15 days prior written notice from the Company
to Network.  Upon  termination of this  Agreement,  Network shall be entitled to
retain any amount previously paid to it, but shall not be entitled to any future
payments that were contemplated  hereunder.  Such written notice may be given by
hand,  regular  mail or by fax,  effective  upon the giving of notice.  Upon any
termination,  the Warrant  shall  terminate as to any unvested  shares of Common
Stock.

     7. This  Agreement  will be deemed to have been made and  delivered  in New
York City and will be governed  as to  validity,  interpretation,  construction,
effect and in all other  respects by the internal laws of the State of New York.
The Company and  Network  each hereby (i) agrees that any legal suit,  action or
proceeding  arising  out of or relating to this  Agreement  shall be  instituted
exclusively  in New York  State  Supreme  Court,  County of New York,  or in the
United States District Court for the Southern  District of New York, (ii) waives
any objection to the venue of any such suit, action, proceeding and the right to
assert  that  such  forum is not a  convenient  forum for such  suit,  action or
proceeding, (iii) irrevocably consents to the jurisdiction of the New York State
Supreme Court, County of New York, and the United States District Court for  the
 
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Southern  District of New York in any such suit,  action or proceeding  and (iv)
agrees to accept and  acknowledge  service or any and all  process  which may be
served in any such suit,  action or proceeding in New York State Supreme  Court,
County of New York or in the  United  States  District  Court  for the  Southern
District  of New York and  agrees  that  service  of  process  upon it mailed by
certified mail to its address shall be deemed in every respect effective service
of process upon in any suit, action or proceeding.


     8. This  agreement is not  assignable by Network  without the prior written
consent of the Company.



     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
this 1 st day of December, 1996.


CORPORATE INVESTORS NETWORK, INC.                   VERMONT PURE HOLDINGS, LTD.



By: \ S \ EUGENE F. MALONE                          By: \ S \ TIMOTHY G. FALLON
--------------------------                          ---------------------------
Eugene F. Malone                                    Timothy G. Fallon, President



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