VERMONT PURE HOLDINGS LTD/DE
LINE OF CREDIT
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>10
<FILENAME>exhibit1028.txt
<DESCRIPTION>LINE OF CREDIT
<TEXT>
                                                                   Exhibit 10.28


               AMENDED AND RESTATED REVOLVING LINE OF CREDIT NOTE



$5,000,000.00                                              Hartford, Connecticut
                                                           November 1, 2001


     FOR VALUE RECEIVED, the undersigned, VERMONT PURE HOLDINGS, LTD., (f/k/a VP
Merger Parent, Inc.), a Delaware corporation with an office located at Catamount
Industrial Park, Route 66, Randolph,  Vermont 05060  ("Holdings"),  CRYSTAL ROCK
SPRING  WATER  COMPANY,  a  Connecticut  corporation  with  an  office  at  1050
Buckingham  Street,  Watertown,  Connecticut  06795 ("Crystal  Rock"),  PLATINUM
ACQUISITION CORP., (f/k/a Vermont Pure Holdings,  Ltd.), a Delaware  corporation
with an office at Catamount  Industrial Park, Route 66, Randolph,  Vermont 05060
("Platinum")  and VERMONT PURE  SPRINGS,  INC., a Delaware  corporation  with an
office at Catamount  Industrial Park, Route 66, Randolph,  Vermont 05060 ("VPS",
and  collectively  with Holdings,  Crystal Rock and Platinum,  the  "Obligors"),
hereby  jointly and  severally  promise to pay to the order of WEBSTER  BANK,  a
federally  chartered  savings  bank (the  "Lender"),  at its  office at 145 Bank
Street, Waterbury, Connecticut 06702 or at such other place as the holder hereof
may designate,  the principal amount advanced hereunder and remaining unpaid, up
to a maximum  amount of FIVE  MILLION AND 00/100  DOLLARS  ($5,000,000.00)  (the
"Principal Amount") in lawful money of the United States, together with interest
on the Principal Amount, beginning on the date hereof, before and after maturity
or judgment,  at a per annum rate  determined  as provided  below.  All payments
shall be made in lawful  money of the  United  States in  immediately  available
funds.

     1.  Interest  Rate:  Each advance  under this Note (each a "Loan  Advance")
shall bear interest,  at Obligors'  option subject to and in accordance with the
terms of this  Note,  at a per annum rate equal to either (a) a fixed rate equal
to the LIBOR Rate (as determined for each Interest  Period  applicable  thereto)
for available  Interest Periods of one (1) month plus the Applicable  Margin, or
(b) a variable  rate  equal to the Prime  Rate.  All  computations  of  interest
hereunder shall be made on the basis of a three hundred sixty (360) day year and
the actual number of days elapsed.

     2. Requests for Advances:

        a. Except as set forth  below in section 2. b. of this Note, whenever an
Obligor desires an advance, such Obligor shall notify Lender (which notice shall
be irrevocable) by telephone, facsimile or in writing, of the desired borrowing.
Such notice (the "Notice of  Borrowing")  shall specify the date of the proposed
borrowing,  whether such borrowing is to bear interest initially as a LIBOR Rate
Loan or a Prime Rate Loan and the amount  requested,  which amount shall be in a
minimum amount of $100,000.  Each Notice of Borrowing must be received by Lender
no later than 10:00  a.m.,  Hartford,  Connecticut  time (a) at least  three (3)
Business Days' prior to the day such borrowing is requested if such borrowing is
to be a LIBOR Rate Loan or (b) on the day of such borrowing if such borrowing is
to be a Prime Rate Loan. Any Notice of Borrowing that is not in writing shall be


<PAGE>

followed  by a  written  confirmation  by such  Obligor,  provided  that if such
written confirmation differs in any respect from the action taken by Lender, the
records of Lender shall control,  absent manifest error. Lender shall enter each
Loan Advance as a debit on a loan  account  maintained  by Obligors  with Lender
(the "Loan Account").  Lender may also record in the Loan Account, in accordance
with customary banking procedures,  all fees, accrued and unpaid interest,  late
fees, usual and customary bank charges for the maintenance and administration of
accounts  maintained  by Obligors and other fees and charges  which are properly
chargeable  to Obligors in  connection  with the Loan Advances and all payments,
subject to collection, made by Obligors on account of or to Lender.

        b. In addition, Lender will  automatically  make  advances  without  any
additional notice in order to honor checks drawn upon the Loan Account by any of
the Obligors up to an aggregate amount  outstanding at any one time of $500,000.
All such  advances  shall be Prime Rate Loans and shall  otherwise be subject to
all the terms and conditions of this Note and the Loan and Security Agreement.

        c. Obligors may repay and  reborrow  advances  that  are made under this
Note, subject,  however, to the prepayment terms contained below. Obligors shall
not have  more  than  four (4) LIBOR  Rate  Loans  outstanding  at any one time.
Obligors'  right to request  advances  under this Note  shall  terminate  on the
Termination Date.

     3.  Conversion of Loans and  Continuation  of Interest  Periods.  Unless an
Obligor  elects to convert any loan to a different type of loan by providing the
notice  required  below,  any Prime Rate Loan shall be continued as such and any
LIBOR Rate Loan shall be  continued  as such for an  Interest  Period of one (1)
month upon the expiration of the then current Interest Period,  provided that no
LIBOR Rate Loan may be continued as such, no new LIBOR Rate Loan may be selected
by Obligors and no Prime Rate Loan shall be converted to a LIBOR Rate Loan:  (i)
at a time  when  any  Event  of  Default  (or  event or  condition  which  would
constitute  an Event of Default  but for the giving of notice or passage of time
or both) has occurred and is continuing  and (ii) after the date that is one (1)
month prior to the Termination  Date, in which event the Principal  Amount shall
bear  interest as a Prime Rate Loan.  Any Obligor may elect from time to time to
convert  (a) a LIBOR Rate Loan to a Prime Rate Loan and (b) a Prime Rate Loan to
a LIBOR Rate Loan as provided in this section.  An Obligor  shall  exercise such
election  by giving  the  Lender  not less than  three (3)  Business  Days prior
irrevocable  written notice of such election;  provided that any such conversion
of a LIBOR  Rate  Loan to a  Prime  Rate  Loan  shall  only be made on the  last
Business Day of the then current Interest Period with respect thereto.

     4.  Payments of  Interest.  Monthly  payments of interest  shall be due and
payable in arrears on the last day of each Interest Period with respect to LIBOR
Rate Loans and on the first day of each  month with  respect to Prime Rate Loans
until this Note is paid in full.

     5. Payments of  Principal.  If not sooner paid,  the aggregate  outstanding
Principal  Amount of this Note,  together  with all accrued and unpaid  interest
thereon and any other fees or charges then due,  shall be due and payable on the
Termination Date.

                                       2
<PAGE>

     6.  Definitions.  As used in this Note and not  defined  elsewhere  in this
Note, the following terms shall have the following meanings:

          a. "Applicable Margin" means:

                    i.  2.25% if the  ratio of Senior  Funded  Debt to EBITDA is
                    greater than 3.0 to 1.0;

                    ii.  1.75% if the ratio of Senior  Funded  Debt to EBITDA is
                    greater  than  2.5 to 1.0 and  less  than or equal to 3.0 to
                    1.0;

                    iii.  1.50% if the ratio of Senior  Funded Debt to EBITDA is
                    greater  than  2.0 to 1.0 and  less  than or equal to 2.5 to
                    1.0;

                    iv.  1.25% if the ratio of Senior  Funded  Debt to EBITDA is
                    greater  than  1.5 to 1.0 and  less  than or equal to 2.0 to
                    1.0; and

                    v.  1.00% if the  ratio of Senior  Funded  Debt to EBITDA is
                    less  than  or  equal  to 1.5  to  1.0;  as  that  ratio  is
                    calculated  in   accordance   with  the  Loan  and  Security
                    Agreement. The Applicable Margin on the date of this Note is
                    1.75% and shall continue to be the Applicable Margin until a
                    new Applicable Margin is determined and is to go into effect
                    as hereinafter  set forth. A new Applicable  Margin shall be
                    determined  120 days  after the end of each  fiscal  year of
                    Holdings, commencing with the fiscal year ending October 31,
                    2001,  based  upon the  audited  fiscal  year end  financial
                    statements for that fiscal year provided to Lender within 90
                    days after the end of that  fiscal  year as  required in the
                    Loan and Security  Agreement.  Such  Applicable  Margin will
                    automatically   go  into  effect  for  the  Interest  Period
                    commencing  after  the  date  of  determination   and  shall
                    continue  in  effect  until  a  new  Applicable   Margin  is
                    determined and is to go into effect; provided, however, that
                    if the audited fiscal year end financial statements required
                    in the Loan  and  Security  Agreement  are not  provided  to
                    Lender within 120 days after the end of any fiscal year, the
                    Lender shall not be required to adjust the Applicable Margin
                    and the Applicable Margin to go into effect for the Interest
                    Period  commencing after that 120th day shall be 2.25% until
                    a new  Applicable  Margin  is  determined  and is to go into
                    effect unless otherwise agreed to by Lender.

        b.     "Business Day" means any day other than a Saturday, Sunday or day
               which shall be in the State of Connecticut a legal holiday or day
               on which commercial  banks in Hartford,  Connecticut are required
               or authorized by law to close.

                                       3
<PAGE>

        c.    "EBITDA"  means  EBITDA  as  defined  in the  Loan  and  Security
               Agreement.

        d.     "Interest  Period"  means with  respect to the  Principal  Amount
               bearing  interest at the LIBOR Rate,  an available  period of one
               (1) month, provided that:

               i.   if any Interest  Period would otherwise end on a day that is
                    not a Business Day,  such  Interest  Period shall end on the
                    immediately following Business Day; and

               ii.  any Interest  Period that begins on the last Business Day of
                    a  calendar  month  (or  on a  day  for  which  there  is no
                    numerically  corresponding  day in the calendar month at the
                    end of such Interest  Period) shall end on the last Business
                    Day of a calendar month.

        e.     "LIBOR Rate" means,  with respect to any LIBOR Rate Loan for each
               applicable  Interest Period, the rate per annum determined by the
               Lender to be equal to the  quotient  of (a) the London  Interbank
               Offered Rate for such LIBOR Rate Loan for such  Interest  Period,
               divided  by (b) one (1) minus  the  Reserve  Percentage  for such
               Interest Period, expressed as follows:

               LIBOR Rate = London Interbank Offered Rate
                            -----------------------------
                             1 - Reserve Percentage

        f.     "LIBOR Rate Loan" means that the Principal  Amount bears interest
               at a rate equal to the LIBOR Rate plus the Applicable Margin.

        g.     "Loan  and  Security  Agreement"  means  the  Loan  and  Security
               Agreement  dated October 5, 2000 by and among Obligors and Lender
               relating to this Note,  as amended or amended and  restated  from
               time to  time,  including  the  Amended  and  Restated  Loan  and
               Security Agreement dated as of November 1, 2001.

        h.     "London  Interbank  Offered  Rate"  means,  with  respect  to any
               applicable  Interest Period,  the rate per annum (rounded upward,
               if  necessary,  to the nearest 1/32 of one percent) as determined
               on the basis of the offered  rates for deposits in U.S.  dollars,
               for a period of time  comparable  to such  Interest  Period which
               appears on the Telerate page 3750 as of 11:00 a.m. London time on
               the day that is two London  Banking Days  preceding the first day
               of such Interest Period; provided, however, if the rate described
               above does not appear on the  Telerate  System on any  applicable
               interest  determination  date, the London Interbank  Offered Rate
               shall  be the  rate  (rounded  upwards  as  described  above,  if
               necessary)  for  deposits in dollars  for a period  substantially
               equal to the interest  period on the Reuters Page "LIBO" (or such
               other page as may replace  the LIBO Page on that  service for the

                                       4
<PAGE>

               purpose of  displaying  such  rates),  as of 11:00  a.m.  (London
               Time),  on the day that is two (2) London  Banking  Days prior to
               the beginning of such interest period.  "Banking Day" shall mean,
               in respect of any city,  any date on which  commercial  banks are
               open for business in that city.  If both the Telerate and Reuters
               system  are  unavailable,  then the rate  for that  date  will be
               determined on the basis of the offered rates for deposits in U.S.
               dollars for a period of time  comparable to such Interest  Period
               which are  offered  by four major  banks in the London  interbank
               market at  approximately  11:00 a.m. London time, on the day that
               is two (2) London  Banking Days  preceding  the first day of such
               Interest Period as selected by the Lender.  The principal  London
               office of each of the four major  London  banks will be requested
               to provide a quotation of its U.S.  dollar deposit  offered rate.
               If at least two such  quotations are provided,  the rate for that
               date will be the arithmetic mean of the quotations. If fewer than
               two quotations are provided as requested,  the rate for that date
               will be  determined on the basis of the rates quoted for loans in
               U.S.  dollars  to  leading  European  banks  for a period of time
               comparable to such Interest  Period offered by major banks in New
               York City at approximately  11:00 a.m. New York City time, on the
               day that is two London  Banking Days  preceding  the first day of
               such  Interest  Period.  In the  event  that  Lender is unable to
               obtain any such  quotation as provided  above,  it will be deemed
               that the LIBOR Rate  pursuant  to an  Interest  Period  cannot be
               determined.

        i.    "Prime  Rate"  means the  variable  per annum rate of interest so
               designated  from time to time by Lender  as its prime  rate.  The
               Prime Rate is a reference rate and does not necessarily represent
               the lowest or best rate being charged to any customer.

         j.    "Prime Rate Loan" means that the Principal  Amount bears interest
               at a rate equal to Lender's Prime Rate. The interest rate on each
               Prime  Rate Loan  shall  change  immediately,  without  notice or
               demand of any kind to  Obligors,  each time that  Lender's  Prime
               Rate changes so that the rate of interest on a Prime Rate Loan is
               at all times equal to Lender's Prime Rate.

        k.     "Reserve   Percentage"   means  the  maximum   aggregate  reserve
               requirement  (including  all basic,  supplemental,  marginal  and
               other  reserves)  which is imposed on member banks of the Federal
               Reserve System against "Euro-currency  Liabilities" as defined in
               Regulation  D. With respect to the LIBOR Rate,  any change in the
               interest rate because of a change in the Reserve Percentage shall
               become  effective,  without  notice or demand of any kind, on the
               date on which  such  change  in the  Reserve  Percentage  becomes
               effective.

        l.     "Senior  Funded Debt" means Senior  Funded Debt as defined in the
               Loan and Security Agreement.

                                       5
<PAGE>

        m.     "Termination Date" means October 5, 2002.

     7.  Illegality.   Notwithstanding  any  other  provisions  hereof,  if  any
applicable law or governmental regulation, guideline, order or directive, or any
change  therein  or  in  the  interpretation  or  application   thereof  by  any
governmental  authority charged with the  interpretation  or the  administration
thereof  (whether or not having the force of law) shall make it unlawful for the
Lender to make or maintain  LIBOR Rate Loans as  contemplated  by this Note: (i)
the  obligation  of the Lender to continue  LIBOR Rate Loans shall  forthwith be
canceled,  and  (ii)  such  amounts  then  outstanding  shall  be  automatically
converted,  without  notice,  to  Prime  Rate  Loans on the last day of the then
current  Interest  Period or within such earlier time as required by law. If any
such  conversion  of  LIBOR  Rate  Loans  is made on a day  that is not the last
Business Day of the then current Interest Period  applicable  thereto,  Obligors
shall pay the Lender  such  amount or amounts  required  pursuant  to Section 12
below.

     8. Basis for Determining  LIBOR Inadequate or Unfair. In the event that the
Lender shall have determined (which determination,  absent manifest error, shall
be conclusive  and binding upon  Obligors)  that (i) by reason of  circumstances
affecting the Interbank LIBOR market, adequate and reasonable means do not exist
for  determining  the LIBOR Rate, or (ii) Dollar deposits in the relevant amount
and for the  relevant  maturity  are no longer  available  to the  Lender in the
Interbank LIBOR market,  or (iii) the  continuation of LIBOR Rate Loans has been
made  impractical or unlawful by the occurrence of a contingency that materially
and adversely  affects the Interbank  LIBOR market,  or (iv) the LIBOR Rate will
not adequately  and fairly  reflect the cost to the Lender of maintaining  LIBOR
Rate Loans,  or (v) the LIBOR Rate shall no longer  represent the effective cost
to the Lender of U.S.  Dollar  deposits in the  relevant  market for deposits in
which it regularly  participates,  the Lender shall give the Obligors  notice of
such  determination  as soon as  practicable.  If such notice is given all LIBOR
Rate Loans shall be automatically converted, without notice, to Prime Rate Loans
effective  on the  last  Business  Day  of  the  then  current  Interest  Period
applicable thereto.  Until such notice has been withdrawn,  the LIBOR Rate shall
not be continued.

     9. Costs and Expenses.  The Obligors shall pay all taxes levied or assessed
on this Note or the debt evidenced hereby against the Lender,  together with all
costs,  expenses and  attorneys'  and other  professional  fees  incurred in any
action to collect  and/or  enforce this Note or to enforce the Loan and Security
Agreement or any other agreement  relating to this Note or the Loan and Security
Agreement or any other  agreement or in any  litigation or  controversy  arising
from or connected with the Loan and Security  Agreement or any other  agreement,
or this Note.

     10. Increased Costs. In the event that applicable law, treaty or regulation
or directive from any government,  governmental agency or regulatory  authority,
or any change  therein  or in the  interpretation  or  application  thereof,  or
compliance  by the Lender with any request or  directive  (whether or not having
the force of law) from any central bank or  government,  governmental  agency or
regulatory authority, shall:

        a.     subject  the  Lender  to any tax of any kind  whatsoever  (except
               taxes on the overall net income of the  Lender)  with  respect to
               the Loan and  Security  Agreement,  this Note or any of the loans
               made by it, or change the basis of  taxation  of  payments to the
               Lender in respect  thereof (except for changes in the rate of tax
               on the overall net income of the Lender);

                                       6
<PAGE>

        b.     impose,  modify or hold applicable any reserve,  special deposit,
               compulsory loan or similar  requirements  against assets held by,
               deposits or other liabilities in or for the account of, advances,
               loans or other extensions of credit by, or any other  acquisition
               of  funds  by,  any  office  of the  Lender,  including  (without
               limitation)  pursuant to Regulations of the Board of Governors of
               the Federal Reserve System; or

        c.     in the  opinion of the  Lender,  cause  this Note,  any loan made
               under this Note or under the Loan and  Security  Agreement  to be
               included  in  any   calculations   used  in  the  computation  of
               regulatory capital standards; or

        d.     impose on the Bank any other condition;

and the result of any of the foregoing is to increase the cost to the Lender, by
an amount that the Lender  deems to be  material,  of making,  converting  into,
continuing and/or maintaining the loans made pursuant to this Note (the "Loans")
or to reduce  the amount of any  payment  (whether  of  principal,  interest  or
otherwise)  in respect of any of such Loans,  then,  in any case,  the  Obligors
shall  promptly  pay the  Lender,  upon  its  demand,  such  additional  amounts
necessary to compensate the Lender for such  additional  costs or such reduction
in payment, as the case may be (collectively the "Additional Costs"). The Lender
shall  certify the amount of such  Additional  Costs to the  Obligors,  and such
certification, absent manifest error, shall be deemed conclusive.

     11.  Capital  Adequacy  Protection.  If, after the date hereof,  the Lender
shall have  determined  that the adoption of any  applicable  law,  governmental
rule,  regulation or order regarding  capital  adequacy of banks or bank holding
companies,  or any  change  therein,  or any  change  in the  interpretation  or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration  thereof, or compliance
by the Lender with any request or directive  regarding capital adequacy (whether
or not having the force of law and  whether or not  failure to comply  therewith
would be  unlawful,  so long as the Lender  believes in good faith that such has
the force of law or that the failure to so comply would be unlawful) of any such
authority,  central bank or comparable  agency,  has or would have the effect of
reducing the rate of return on any of the Lender's  capital as a consequence  of
the Lender's obligations  hereunder to a level below that which the Lender could
have  achieved  but  for  such  adoption,  change  or  compliance  (taking  into
consideration the Lender's policies with respect to capital adequacy immediately
before such  adoption,  change or  compliance  and  assuming  that the  Lender's
capital was fully utilized  prior to such adoption,  change or compliance) by an
amount deemed by the Lender in its judgment to be material,  then, promptly upon
demand,  the Obligors shall immediately pay to the Lender,  from time to time as
specified  by the Lender,  such  additional  amounts as shall be  sufficient  to
compensate  the Lender for such reduced  return,  together with interest on each
such amount from the date of such  specification  by the Lender until payment in
full  thereof at the highest  rate of interest  (other than the default  rate of
interest) due on the Loans. A certificate of the Lender setting forth the amount
to be paid to the Lender  shall,  in the  absence of manifest  error,  be deemed
conclusive.  In  determining  such amount,  the Lender shall use any  reasonable
averaging and attribution methods.

                                       7
<PAGE>

     12.  Indemnity.  The Obligors agree to indemnify the Lender and to hold the
Lender harmless from any loss (including any of the additional costs referred to
above  and any  lost  profits)  or  expense  that it may  sustain  or incur as a
consequence  of (i) a default by any Obligor in the payment of the  principal of
or  interest  due on this  Note,  or (ii)  the  making  of a  prepayment  of the
Principal  Amount  bearing  interest based upon the LIBOR Rate on a day which is
not the  last  day of the  then  current  Interest  Period  applicable  thereto,
including,  but not  limited  to, in each case any such loss or expense  arising
from the  reemployment  of funds obtained by it or from fees,  interest or other
amounts  payable to terminate the deposits from which such funds were  obtained.
The Lender shall prepare a certificate as to any additional  amounts  payable to
it pursuant to this  Section 12,  which  certificate  shall be  submitted by the
Lender to the Obligors and shall, absent manifest error, be deemed conclusive.

     13. Lawful Interest.  All agreements between Obligors and Lender are hereby
expressly  limited  so  that  in no  event  whatsoever,  whether  by  reason  of
acceleration  of maturity of the  indebtedness  evidenced  hereby or  otherwise,
shall  the  amount  paid  or  agreed  to be paid  to  Lender  for the use or the
forbearance of the indebtedness  evidenced hereby exceed the maximum permissible
under  applicable law. As used herein,  the term "applicable law" shall mean the
law in effect as of the date hereof provided,  however,  that in the event there
is a change in the law which results in a higher  permissible  rate of interest,
then this Note shall be governed by such new law as of its  effective  date.  In
this regard, it is expressly agreed that it is the intent of Obligors and Lender
in the  execution,  delivery and  acceptance  of this Note to contract in strict
compliance  with  the  laws of the  State of  Connecticut  from  time to time in
effect.  If,  under or from any  circumstances  whatsoever,  fulfillment  of any
provision  hereof or of any of the Loan  Documents  (as  defined in the Loan and
Security  Agreement) at the time of performance of such provision  shall be due,
shall involve  transcending the limit of such validity  prescribed by applicable
law, then the obligation to be fulfilled shall  automatically  be reduced to the
limits  of such  validity,  and if under or from  any  circumstances  whatsoever
Lender  should ever receive as interest an amount which would exceed the highest
lawful rate,  such amount which would be excessive  interest shall be applied to
the reduction of the principal  balance  evidenced hereby and not to the payment
of  interest.  This  provision  shall  control  every  other  provision  of  all
agreements between Obligors and Lender.

     14. Due Date; Late Charge.  If this Note or any payment  hereunder  becomes
due on a day which is not a Business  Day,  the due date of this Note or payment
shall be extended to the next succeeding Business Day and such extension of time
shall be  included  in  computing  interest  and fees in  connection  with  such
payment.  Without  limiting the Lender's rights and remedies with respect to the
Event of Default that will have  occurred,  if the entire amount of any required
principal  and/or interest  payment is not paid in full within fifteen (15) days
after the same is due,  Obligors shall pay to the Lender a late fee equal to the
greater  of five  percent  (5%)  of the  required  payment  or  fifteen  dollars
($15.00).

                                       8
<PAGE>

    15. Prepayments.

        a.     Except  as set  forth in the  following  sentence,  Obligors  may
               prepay the Principal Amount, or any portion thereof, only upon at
               least  three (3)  Business  Days prior  written  notice to Lender
               (which notice shall be irrevocable  and shall state the amount to
               be  prepaid).  Any  checks  payable  to the  order  of any of the
               Obligors  which are  properly  deposited  with Lender in the Loan
               Account shall,  upon becoming  immediately  available  funds,  be
               automatically  applied as a prepayment of any  outstanding  Prime
               Rate Loan made  pursuant to Section 2.b. of this Note without the
               requirement  of any  notice.  In the event there is no Prime Rate
               Loan made  pursuant to Section 2.b. of this Note  outstanding  at
               such time, such amount shall be deposited in the Loan Account and
               invested  in  accordance  with  any  applicable  cash  management
               agreement among Obligors and Lender.

        b.     If any prepayment  occurs on a day other than the last day of the
               Interest  Period,  Obligors shall pay to Lender,  upon request of
               Lender,  such  amount or amounts as shall be  sufficient  (in the
               reasonable  opinion  of Lender)  to  compensate  it for any loss,
               cost,  or expense  incurred  as a result of: (i) any payment on a
               date other than the last day of the Interest Period; and (ii) any
               failure  by any  Obligor  to make a  prepayment  on the  date for
               payment specified in any Obligor's written notice.

        c.     If by reason of an Event of Default, Lender elects to declare the
               Note to be  immediately  due and  payable,  then  any  prepayment
               premiums  and  other  amounts  which  would  have  been  due if a
               prepayment been made at that time shall become due and payable in
               the same manner as though the Obligors had  exercised  such right
               of  prepayment.  In the event of any  prepayments,  the  Obligors
               shall pay all accrued interest on the Principal Amount being paid
               to the date of the prepayment  and, in the case of prepayments in
               full, all fees, charges,  costs,  expenses and other amounts then
               due hereunder.

        d.     Any  partial   prepayment  shall  be  applied  against  principal
               payments  in the inverse  order of maturity  and shall not reduce
               the monthly payments of principal due hereunder.

     16. Events of Default.  The Obligors  agree that the occurrence of an Event
of Default under the Loan and Security  Agreement  shall  constitute an Event of
Default  under  this Note.  Reference  is hereby  made to the Loan and  Security
Agreement for the other terms and  conditions  relating to the Loan evidenced by
this Note which are incorporated in this Note by reference.  Upon the occurrence
of any Event of  Default,  the Lender,  at its  option,  may declare all amounts
outstanding hereunder, together with accrued interest thereon and all applicable
late charges,  other amounts due under this Note and all other  liabilities  and
obligations  of the  Obligors to the Lender to be  immediately  due and payable,
whereupon  the  same  shall  become  immediately  due  and  payable;  all of the
foregoing  without  demand,  presentment,  protest or notice or any kind, all of
which are hereby  expressly  waived by the  Obligors.  Failure to exercise  such

                                       9
<PAGE>

option  shall not  constitute  a waiver of the right to exercise the same in the
event  of any  subsequent  default.  Notwithstanding  the  foregoing,  upon  the
occurrence  of an Event of Default  relating to the  bankruptcy or insolvency of
any Obligor or any guarantor,  all amounts outstanding hereunder,  together with
accrued  interest  thereon and all  applicable  late charges,  other amounts due
under this Note and all other liabilities and obligations of the Obligors to the
Lender shall be immediately due and payable. Upon the occurrence of any Event of
Default, without in any way affecting the Lender's other rights and remedies, or
after  maturity or judgment,  the interest rate  applicable  to the  outstanding
principal  balance of this Note shall,  at the option of Lender,  change without
notice to a floating per annum rate equal to four percentage points (4.0%) above
the otherwise  applicable  rate and Obligors'  right to select  pricing  options
shall cease.

     17.  Lien and Right of  Setoff.  Each  Obligor  hereby  grants  to  Lender,
Manufacturers and Traders Trust Company and any other Participant (as defined in
the Loan and Security Agreement),  a lien, security interest and right of setoff
as security for all  liabilities and  obligations to Lender,  Manufacturers  and
Traders  Trust  Company  or any  other  Participant,  whether  now  existing  or
hereafter  arising,  upon and  against all  deposits,  credits,  collateral  and
property, now or hereafter in the possession, custody, safekeeping or control of
Lender,  Manufacturers and Traders Trust Company or any other Participant or any
entity under common  control with such party,  or in transit to any of them.  At
any time,  without  demand or notice,  Lender,  Manufacturers  and Traders Trust
Company or any other  Participant  may, if an event which  constitutes  or which
with  notice or lapse of time,  or both,  would  constitute  an Event of Default
under  this  Note,  the Loan and  Security  Agreement  or any of the other  Loan
Documents (as defined in the Loan and Security Agreement) has occurred,  set off
the same or any part thereof and apply the same to any  liability or  obligation
of any Obligor even though unmatured and regardless of the adequacy of any other
collateral   securing  the  Loan.   ANY  AND  ALL  RIGHTS  TO  REQUIRE   LENDER,
MANUFACTURERS AND TRADERS TRUST COMPANY OR ANY OTHER PARTICIPANT TO EXERCISE ITS
RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER  COLLATERAL WHICH SECURES THE LOAN,
PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH  DEPOSITS,  CREDITS
OR  OTHER  PROPERTY  OF ANY  OBLIGOR,  ARE  HEREBY  KNOWINGLY,  VOLUNTARILY  AND
IRREVOCABLY  WAIVED.  The Obligors  acknowledge that  Manufacturers  and Traders
Trust  Company  is  purchasing  a  participation  interest  in the Loans and the
provisions of this  paragraph are for the benefit of  Manufacturers  and Traders
Trust Company,  and as an inducement to Manufacturers  and Traders Trust Company
to purchase such participation interest.

     18. No Waiver.  Failure by the Lender to insist upon the strict performance
by  Obligors  of any terms  and  provisions  herein  shall not be deemed to be a
waiver of any terms and provisions herein, and the Lender shall retain the right
thereafter  to insist upon  strict  performance  by the  Obligors of any and all
terms and  provisions  of this Note or any  agreement  securing the repayment of
this Note.

     19.  Governing Law. This Note shall be governed by the laws of the State of
Connecticut.

                                       10
<PAGE>


     20.  Replacement Note. Upon receipt of an affidavit of an officer of Lender
as to the loss, theft,  destruction or mutilation of this Note or any other Loan
Document which is not of public record, and, in the case of any such mutilation,
upon  cancellation of this Note or other Loan Document,  Obligors will issue, in
lieu thereof,  a replacement  Note or other Loan Document in the same  principal
amount thereof and otherwise of like tenor.

     21. Joint and Several Liability. All obligations,  covenants and agreements
of the Obligors  pursuant to this Note or any of the other Loan Documents  shall
be the joint and several  obligations,  covenants and  agreements of each of the
Obligors.

     22. Amendment and  Restatement.  This Note amends and restates that certain
Revolving  Line of Credit Note dated  October 5, 2000 (the  "Original  Revolving
Line  of  Credit  Note")  and  is  executed  in  substitution  for,  and  not in
satisfaction of, the Original Revolving Line of Credit Note.

     23.  Prejudgment Remedy and Other Waivers.  EACH OBLIGOR  ACKNOWLEDGES THAT
THE LOAN EVIDENCED BY THIS NOTE IS A COMMERCIAL TRANSACTION AND WAIVES ITS RIGHT
TO NOTICE AND HEARING UNDER CHAPTER 903a OF THE CONNECTICUT GENERAL STATUTES, OR
AS OTHERWISE ALLOWED BY ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT
REMEDY WHICH LENDER MAY DESIRE TO USE, AND FURTHER,  WAIVES  DILIGENCE,  DEMAND,
PRESENTMENT  FOR PAYMENT,  NOTICE OF NONPAYMENT,  PROTEST AND NOTICE OF PROTEST,
AND NOTICE OF ANY RENEWALS OR EXTENSIONS OF THIS NOTE, ALL  SURETYSHIP  DEFENSES
AND ALL RIGHTS UNDER ANY STATUTE OF LIMITATION.  EACH OBLIGOR  ACKNOWLEDGES THAT
IT MAKES  THIS  WAIVER  KNOWINGLY,  VOLUNTARILY,  WITHOUT  DURESS AND ONLY AFTER
CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH ITS ATTORNEYS.

     24.  Jury  Waiver.  EACH  OBLIGOR  AND LENDER  MUTUALLY  HEREBY  KNOWINGLY,
VOLUNTARILY AND  INTENTIONALLY  WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF
ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR
ANY OTHER LOAN DOCUMENTS  CONTEMPLATED TO BE EXECUTED IN CONNECTION  HEREWITH OR
ANY  COURSE  OF  CONDUCT,  COURSE OF  DEALINGS,  STATEMENTS  (WHETHER  VERBAL OR
WRITTEN) OR ACTIONS OF ANY PARTY. THIS WAIVER CONSTITUTES A MATERIAL  INDUCEMENT
FOR LENDER TO ACCEPT THIS NOTE AND MAKE THE LOAN. EACH OBLIGOR ACKNOWLEDGES THAT
IT MAKES  THIS  WAIVER  KNOWINGLY,  VOLUNTARILY,  WITHOUT  DURESS AND ONLY AFTER
CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH ITS ATTORNEYS.

                                       11
<PAGE>




     IN WITNESS WHEREOF,  the Obligors have caused this Note to be duly executed
as of the 1st day of November, 2001.


                                             VERMONT PURE HOLDINGS, LTD.
                                             (f/k/a VP Merger Parent, Inc.)


                                             By________________________
                                                Name: Peter K. Baker
                                                Title: President

                                             CRYSTAL ROCK SPRING WATER COMPANY


                                             By:____________________________
                                                 Name: Peter K. Baker
                                                 Title: President

                                             PLATINUM ACQUISITION CORP.
                                             (f/k/a Vermont Pure Holdings, Ltd.)


                                             By:____________________________
                                                 Name: Peter K. Baker
                                                 Title: President

                                             VERMONT PURE SPRINGS, INC.


                                             By:____________________________
                                                Name: Peter K. Baker
                                                Title: President






                                       12

</TEXT>
</DOCUMENT>
