This EMPLOYMENT AGREEMENT (this "Agreement") dated as of March 24, 2005 (the "Effective Date"), is
by and between VERMONT PURE HOLDINGS, LTD., a Delaware corporation (together with any
subsidiaries, the "Company"), and BRUCE S. MACDONALD (the "Executive").
The Company and the Executive agree as follows:
1.1 General. The Company shall employ the Executive, and the Executive accepts employment, as Vice
President of Finance, Chief Financial Officer and Treasurer of the Company, upon the terms and conditions
described herein. The Executive's employment hereunder will commence on the Effective Date and will continue
for the Employment Term (as defined in Section 2.1 hereof) unless terminated sooner as herein provided. During
the Employment Term, the Executive shall devote all of his business time, attention and skills to the business and
affairs of the Company, and will not undertake any commitments that would interfere with or impair his
performance of his duties and responsibilities.
1.2 Duties. The Executive shall at all times render his services at the direction of the Board of Directors (the
"Board of Directors") and its Chief Executive Officer, and his duties generally will include those required for the
day to day and long term financial reporting and management, planning, development, operation and
advancement of the business of the Company and its affiliates. The Company may assign to the Executive such
other executive and financial administrative duties for the Company or any affiliate of the Company as may be
determined by the Board of Directors, consistent with the Executive's status as Vice President of Finance, Chief
Financial Officer and Treasurer. The Executive agrees to diligently use his best efforts to promote and further the
reputation and good name of the Company and perform his services well and faithfully.
2. TERM AND TERMINATION.
2.1 Term. The term of employment by the Company of the Executive pursuant to this Agree