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                                                                    Exhibit 10.2
                                WARRANT AGREEMENT


     AGREEMENT,  dated  as of the  1st day of  December,  1996,  by and  between
VERMONT PURE  HOLDINGS,  LTD.  ("Company")  and EUGENE F. MALONE  ("Holder") the
president of Corporate Investors Network, Inc. ("Network").

     WHEREAS, on December 1, 1996 ("Date of Grant"), the Company agreed to issue
a warrant to Holder,  [subject  to  approval  of the Board of  Directors  of the
Company,] to purchase up to 20,000 shares of the common  stock,  $.001 par value
("Common Stock"),  said warrant being issued in respect of Network's services to
the Company pursuant to that certain  Consulting  Agreement entered into between
Network  and the Company as of  December  1, 1996 (the  "Consulting  Agreement")
pursuant to which Network will render  financial public relations and consulting
services to the Company  for a period of up to three  years until  November  30,
1999.

     NOW THEREFORE,  in  consideration of the covenants  herein  contained,  the
parties hereto hereby agree as follows:  

     1 . Issuance. The Company, subject to approval of the Board of Directors of
the  Company,  hereby  issues  to the  Holder  the  right to  purchase  up to an
aggregate of 20,000  shares of Common Stock on the terms and  conditions  herein
set forth (such right being referred to as the "Warrant").


     2. Vesting and Purchaser Price. The Holder shall have the right to purchase
the Common Stock  subject to this  Warrant 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 December 1, 1999 and (iv) 5,000  additional  shares will be
exercisable at $5.00 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 $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 is traded.


     3.  Exercise  and Term.  The Holder has the right to purchase the shares of
Common  Stock  subject to this  Warrant for a period of five years from the date
that the shares of Common Stock  become  purchasable  hereunder.  If none of the
shares of Common Stock become  purchasable  prior to December 1, 1999, then this
Warrant shall terminate in full. In addition,  if the Consulting Agreement shall
be  terminated  prior to December 1, 1999,  for any reason,  this  Warrant  will
terminate as to any shares of Common Stock that are not purchasable hereunder on
such date of termination.


     4. Payment of Exercise  Price.  The purchase price for the shares of Common
Stock  pursuant to which the Warrant is  exercised,  will be paid in full at the
time of exercise, in cash by certified check or wire transfer, unless other wise
agreed to in writing by the Company.  Exercise of any Warrant hereunder shall be
by written notice to the Company at its principal place of business,  specifying
the number of shares of Common Stock being  purchased and accompanied by payment
of the purchase price and any withholding tax obligations imposed on the Company
by reason of the exercise of the Warrant.  In the event that the tax obligation,
if any, is not paid,  the Company  will be  permitted to treat as payment of any
withholding  tax amount due,  the  exercise  of that  number of whole  shares of
Common Stock equal to the amount of the tax due divided by the fair market value
of the Common  Stock as of the date the  Warrant is  exercised,  and the Company
will be permitted to deduct such number of shares of Common Stock from the total
number being  exercised.  Certificates  representing  the shares as to which the
Warrant shall have been exercised  shall be registered in the name of the person
exercising the Warrant.
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     5. Rights of Stockholder.  The Holder shall not have any of the rights of a
stockholder  with respect to the Common Stock  covered by the Warrant  until the
date of the issuance of a stock certificate for shares of Common Stock purchased
hereunder.

     6.  Transferability.  Unless  consented to in writing by the Company,  this
Warrant and the rights  conferred may not be transferred,  assigned,  pledged or
hypothecated in any way (whether by operation of law or otherwise) and shall not
be subject to  execution,  attachment  or similar  process.  Upon any attempt to
transfer,  assign,  pledge,  hypothecate or otherwise dispose of this Warrant or
any  right  conferred  hereby,  or upon the levy of any  attachment  or  similar
process on the rights  conferred  hereby,  without  the  written  consent of the
Company,  this Warrant and the rights conferred hereby shall immediately  become
null and void. Before the Company consents to any transfer,  assignment,  pledge
or  hypothecation  of this Warrant,  the transferee,  assignee or pledgee of the
Warrant  shall agree to be bound by the terms of this  Warrant and deliver  such
other certificates and agreements as the Company reasonably requests.

     7. Restricted  Nature of Securities.  This Warrant and the shares of Common
Stock  receivable  on the exercise of the Warrant are not  registered  under the
Securities  Act of 1933,  as amended (the "Act").  As a condition to the sale of
Common Stock on the exercise of the Warrant,  the person  exercising the Warrant
may be  required  by the  Company  to  give it such  documents,  including  such
appropriate  investment  representations  as may be  required by Counsel for the
Company  and such  additional  agreements  as the  Counsel  for the  Company may
determine,  as a  condition  to the  acceptance  of the  exercise of any Warrant
hereunder.

     The Holder  represents  that it has  received  and  carefully  reviewed the
Company's  Annual  Report on Form lo-KSB for the fiscal  year ended  October 28,
1995, Quarterly Reports on Form 10-QSB for the quarters ended in January,  April
and July,  1996, and Report to Stockholders  and related proxy materials for the
Company's  Annual  Meeting,  held on September 6, 1996, and has been granted the
opportunity to obtain any additional, publicly available information relating to
the  Company  and ask  questions  of  executives  of the  Company  that it deems
necessary to verify the accuracy and completeness of the information provided to
it.  Holder  represents  that it is acquiring  this Warrant and will acquire the
Common  Stock on its  exercise  solely for its own  account,  for the purpose of
investment  and  not  with a view  to or  for  resale  in  connection  with  any
distribution  thereof,  except in compliance with the Act, any applicable  state
securities laws and the rules and regulations thereunder. Holder represents that
its knowledge and  experience in financial and business  matters is such that it
is capable of  evaluating  an  investment  in the Warrant and that its financial
condition is such that it can bear the economic  risks of acquiring  and holding
this Warrant.



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     8. Sales Under  Securities Act.  Anything in this Agreement to the contrary
notwithstanding,  the Holder hereby  agrees that it shall not sell,  transfer by
any means or  otherwise  dispose of this  Warrant or the shares of Common  Stock
acquired  by him upon  exercise of the Warrant  hereunder  without  registration
under the Act,  or in the event that they are not so  registered,  unless (a) an
exemption from the Act is available thereunder, and (b) the Holder has furnished
the Company  with notice of such  proposed  transfer,  and the Counsel  -for the
Company, in its reasonable  opinion,  shall deem such proposed transfer to be so
exempt,  or the Holder has  furnished  the Company with notice of such  proposed
transfer,  together with an opinion of legal counsel reasonably  satisfactory to
the  Counsel for the  Company,  that in such  counsel's  opinion  such  proposed
transfer shall be so exempt.



     9. Stop Transfer: Legend.

     (a) The Company may place stop  transfer  orders  with its  transfer  agent
against the  transfer of the shares of Common Stock  issuable  under the Warrant
hereof in the absence of  registration  under the Act or an exemption  therefrom
provided herein.

     (b) The  certificates  evidencing  shares  of Stock to be  issued  upon the
exercise of the Warrant may bear the following legends:



          "The shares  represented  by this  certificate  have been acquired for
     investment and have not been  registered  under the Securities Act of 1933,
     as  amended.  The shares may not be sold or  transferred  in the absence of
     such registration or an exemption therefrom under said Act."

          "The  shares  represented  by  this  certificate  have  been  acquired
     pursuant to an warrant agreement dated December 1, 1996, a copy of which is
     on file with the Company,  and may not be transferred,  pledged or disposed
     or exempt in accordance with the terms and conditions thereof."


     10. Adjustment to Number of Securities.


     (a) If the outstanding shares of Common Stock of the Company are increased,
decreased,  changed into or exchanged for a different number or kind of stock or
securities of the Company through stock  dividend,  stock split or reverse stock
split, or stock of a different par value or without par value through  amendment
to the Company's Certificate of Incorporation,  an appropriate and proportionate
adjustment  shall be made in the number and/or kind of  securities  allocated to
this Warrant,  without change in the aggregate  purchase price applicable to the
unexercised  portion  of the  outstanding  portion of this  Warrant,  but with a
corresponding  adjustment  in the price for each share of Common  Stock or other
unit of any security remaining covered by this Warrant.



     (b)  Adjustments  under  this  paragraph  shall  be  made by the  Board  of
Directors,  whose  determination as to what  adjustments  shall be made, and the
extent thereof, shall be final, binding and conclusive.  No fractional shares of
Stock shall be issued under any such adjustment.



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     11. Miscellaneous Provisions.


     (a)  Applicable  Law. 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 the Holder 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 or 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 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.


     (b) Amendment.  This Agreement may only be amended by a written  instrument
executed by the Company and by the Holder.


     (C) Entire  Agreement.  This Agreement  constitutes the entire agreement of
the parties hereto with respect to the subject matter hereof, and supersedes all
prior  agreements  and  understandings  of the parties,  oral and written,  with
respect to the subject matter hereof.


     (d)  Execution in  Counterparts.  This  Agreement may be executed in one or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same document.


     (e)  Notices.  All  notices,  requests,  demands  and other  communications
hereunder  shall be in writing and shall be deemed duly given when  delivered by
hand or mailed by registered or certified mail, postage prepaid,  return receipt
requested, as follows:



                If to the Holder, to:  Eugene F. Malone
                                       c/o Corporate Investors Network, Inc.
                                       26 Broadway - Suite 1640
                                       New York, New York 10004


                If to Company, to:     Vermont Pure Holdings, Ltd.
                                       Route 66
                                       Catamount Industrial Park
                                       Randolph, Vermont 08060
                                       Attention:  Chief Financial Officer



     (f)  Headings.  The headings  contained  herein are for the sole purpose of
convenience  of reference,  and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.



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     (g) Severagility.  Any provision of this Agreement which is held by a court
of  competent   jurisdiction   to  be   prohibited  or   unenforceable   in  any
jurisdiction(s) shall be, as to such jurisdiction(s),  ineffective to the extent
of such  prohibition  or  unenforceability  without  invalidating  the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.



     (h) Gender.  Unless the context otherwise  requires,  all personal pronouns
used in this  Agreement,  whether in the  masculine,  feminine or neuter gender,
shall include all other genders.



     IN WITNESS  WHEREOF,  this Agreement has been executed and delivered by the
parties hereto as of the date first above written.



                                        VERMONT PURE HOLDINGS, LTD.



                                        By: \ S \ TIMOTHY G. FALLON
                                        ---------------------------
                                        Timothy G. Fallon, President




                                        By: \ S \ EUGENE F. MALONE
                                        --------------------------
                                        Eugene F. Malone, Managing Director



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