1 Exhibit 10.24 TABLE OF CONTENTS LEASE OF BUILDING AND LAND ARTICLE I. RENT...........................................................2 ARTICLE II. LANDLORDS OPTION TERMINATE....................................3 ARTICLE III. TENANTS OPTION TO...

   1
                                                                   Exhibit 10.24


                                TABLE OF CONTENTS
                           LEASE OF BUILDING AND LAND


ARTICLE I.  RENT...........................................................2

ARTICLE II.  LANDLORDS OPTION TERMINATE....................................3

ARTICLE III.  TENANTS OPTION TO TERMINATE..................................4

ARTICLE IV.  USE OF THE PREMISES...........................................4

ARTICLE V.  TAXES AND UTILITIES............................................4

ARTICLE VI.  REPAIRS.......................................................7

ARTICLE VII.  ALTERATIONS AND IMPROVEMENTS.................................7

ARTICLE VIII.  COMPLIANCE WITH LAWS, ORDERS, ETC...........................8

ARTICLE IX.  ASSIGNMENT....................................................8

ARTICLE X.  NO SET-OFF.....................................................8

ARTICLE XI.   INSURANCE....................................................9

ARTICLE XII.  DAMAGE OR DESTRUCTION.......................................11

ARTICLE XIII.  MECHANICS LIENS............................................11

ARTICLE XIV.  ADDITIONAL RIGHTS OF PARTIES................................11

ARTICLE XV.  INDEMNITY....................................................12

ARTICLE XVI.  INSPECTION OF PREMISES BY LANDLORD..........................13

ARTICLE XVII.  IMPROVEMENTS...............................................13

ARTICLE XVIII.  SURRENDER.................................................14

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ARTICLE XIX.  CONDEMNATION................................................14

ARTICLE XX.  MORTGAGES....................................................15

ARTICLE XXI.  TENANT DEFAULTS.............................................15

ARTICLE XXII.  NOTICES....................................................18

ARTICLE XXIII.  QUIET ENJOYMENT...........................................19

ARTICLE XXIV.  SUCCESSORS BOUND...........................................19

ARTICLE XXV.  HEADINGS....................................................19

ARTICLE XXVI.  BROKER.....................................................19

ARTICLE XXVII.  JURY WAIVER...............................................19

ARTICLE XXVIII.  HAZARDOUS MATERIALS......................................20

ARTICLE XXIX.   SECURITY DEPOSIT..........................................22

ARTICLE XXX.  ESTOPPEL CERTIFICATE........................................22

ARTICLE XXXI.  NOTICE OF LEASE............................................23

ARTICLE XXXII.  LANDLORD RIGHTS...........................................23



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                           LEASE OF BUILDING AND LAND
                           --------------------------

         LEASE made this 5th day of May, 2000, by and between 000 XXXX XXXXX
ASSOCIATES acting by XXXXX X. XXXXX and the XXXXXX X. XXXXX TESTAMENTARY TRUST
created July 22, 1986, hereinafter called "Landlord" and CRYSTAL ROCK SPRING
WATER COMPANY, a corporation organized and existing under the laws of the State
of Connecticut, hereinafter called "Tenant".

                               W I T N E S S E T H

         In consideration of the rent, terms, covenants and conditions
hereinafter set forth, Landlord hereby leases to Tenant and Tenant hereby hires
from Landlord, the premises known as 000 Xxxx Xxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx,
more particularly described in Schedule A attached hereto and made a part
hereof.

         TO HAVE AND TO HOLD the Premises unto Tenant for a term (the "Term)
commencing on the "Commencement Date" (as hereinafter stated), and ending at
11:59 p.m. on the day preceding the tenth anniversary of the Rent Commencement
Date (as hereinafter defined) unless sooner terminated by prior cancellation or
termination pursuant to the provisions of this Lease.

         The Commencement Date shall be the date of the merger between CRYSTAL
ROCK SPRING WATER COMPANY and VERMONT PURE HOLDINGS, LTD. pursuant to a merger
agreement dated May 5, 2000, described below.



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         Notwithstanding the foregoing or any other provision of this Agreement,
this Agreement shall not be effective until the Effective Date, and if the
Effective Date does not occur on or before the date set forth in Section 10.1(e)
of the Merger Agreement between VERMONT PURE HOLDINGS, LTD., VP MERGER PARENT,
INC., VP ACQUISITION CORP., and CRYSTAL ROCK SPRING WATER COMPANY, XXXXX X.
XXXXX, XXXX X. XXXXX, XXXXX X. XXXXX, and the other stockholders of CRYSTAL ROCK
SPRING WATER COMPANY, listed on EXHIBIT D, thereto, this Agreement shall be of
no force or effect.

         IT IS HEREBY mutually covenanted and agreed between Landlord and Tenant
as follows:

                                 ARTICLE I. RENT
                                 ---------------

         A. A Lease Year shall mean a twelve-month period running from the Rent
Commencement Date or applicable anniversary thereof through the last day of the
calendar month preceding the next anniversary of the Commencement Date.

         B. During the Term of this Lease, Tenant covenants to pay to Landlord
for the Premises Base Rent during each of the first five Lease years (months
1-60) $72,000.00 per annum, payable in equal monthly installments of $6,000.00
on the first day of each and every month, in advance; and during the second five
years (60 months) of said lease $82,800.00 per annum, payable in equal monthly
installments of $6,900.00 on the first day of each and every month, in advance,
during the said second five Lease years (months 61-120).



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         C. All amounts payable by Tenant under this Lease shall be paid, until
further notice, at the office of Landlord, c/o Xxxxx X. Xxxxx, 0000 Xxxxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000.

         D. Tenant covenants and agrees that any other amounts, liabilities and
obligations which Tenant assumes and agrees to pay or discharge pursuant to this
Lease, together with any fine, penalty, interest or cost which may be legally
due for the late payment thereof, shall constitute additional rent hereunder,
and in case of failure of Tenant to pay or discharge any of the foregoing,
Landlord shall have the rights, powers and remedies provided herein, or by law,
as in the case of nonpayment of Base Rent.

         E. If any installment of Base Rent or additional rent is paid more than
fifteen (15) days after the same is due, there shall be assessed against Tenant,
in addition to Landlord's other remedies, a late charge of 4% of the monthly
rental payment in each instance. In the event that any two (2) or more checks
made by Tenant for rent or other payment is returned for "insufficient funds",
then Landlord shall have the right to demand that all future checks for the
duration of the Lease be in the form of bank or certified checks.

                  ARTICLE II. LANDLORD'S OPTION TO TERMINATE.
                  -------------------------------------------

         The Landlord shall have the option to terminate the lease upon nine (9)
months written notice to the Tenant given by registered mail and it shall be
deemed given when it shall have been deposited in the United States Registered
Mail with sufficient postage prepaid thereon to carry it to its addressed
destination and such notices shall be addressed as required by Article XXII,



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Notices, hereinafter set forth.

         Nothing herein contained shall be construed as prohibiting the parties
respectively from changing the place at which notice is thenceforth to be given,
but no such change shall be effective unless and until it shall have been
accomplished by written notice given in the manner set forth in this section.

                    ARTICLE III. TENANTS OPTION TO TERMINATE
                    ----------------------------------------

         The Tenant shall have the option to terminate the lease upon nine (9)
months written notice and payment of a termination fee in the amount of six (6)
months rent, payable in full at delivery of notice. The Landlord shall list the
property for sale or lease within thirty (30) days of said notice from Tenant.
If a closing or a re-leasing takes place before six (6) months, the Landlord
shall refund any unused portion of the termination fee to the Tenant.

                        ARTICLE IV. USE OF THE PREMISES.
                        --------------------------------

         Tenant shall use and occupy the Premises for purposes permitted by the
zoning regulations in the Town of Watertown for the district in which the
Premises are located.

                         ARTICLE V. TAXES AND UTILITIES.
                         ------------------------------

         A. During the Term, Tenant shall pay, as additional rent, to the extent
same are allocable to the Term, all real estate taxes, charges and assessments
levied by any governmental authority upon the Premises (together with all
interest and penalties imposed due to Tenant's failure to pay) thereon, or upon
or against any Base Rent or additional rent reserved or payable hereunder, or



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upon or against this Lease or leasehold estate hereby created, or the gross
receipts from the Premises, or the earnings arising from the use thereof, other
than (i) franchise, capital stock transfer, sales, conveyance, death,
inheritance, succession, transfer or similar taxes, if any, of Landlord, or (ii)
income, excess profits or similar taxes upon Landlord's receipts, if any (unless
the taxes referred to in clauses (i) and (ii) are in lieu of or a substitute for
any other real estate tax, charge or assessment upon or with respect to the
premises which, if such other tax, charge or assessment were in effect, would be
payable by Tenant, in which event such taxes will be computed as though the
Premises were the only property of Landlord and the Base Rent payable hereunder
the only income of Landlord). Tenant shall pay such tax, charge and assessments
within fifteen (15) days after the same becomes due and payable.

         B. In the event any governmental authority shall hereafter levy taxes
which shall be for the purpose of providing services now provided by the
municipality and for which municipal real estate taxes are now levied (e.g.,
education); Tenant shall also pay as additional rent that portion of such taxes
which is attributable to such services to the extent the same are in lieu of, or
a substitute for, the aforesaid Tenant's share of municipal real estate taxes.

         C. Tenant shall pay all charges to the Premises allocable to the Term
for public or private utility services of gas, electricity and water, and shall
comply with all contracts relating to such services and shall do all other
things required for the maintenance and continuance of all such services.

         D. The customary adjustments and apportionments of real estate taxes
and assessments



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(customarily made with respect to the closing of title) shall be made between
Landlord and Tenant as of the Commencement Date and as of the date of
termination of the Lease.

         E. Tenant, at its cost and expense, and if legally required in the name
of Landlord, may contest by appropriate legal proceedings conducted in good
faith and with due diligence, the amount, validity, or application, in whole or
in part, of any tax, assessment or charge required to be paid hereunder,
provided that neither the Premises nor any part thereof or interest therein
would be in any danger of being sold, forfeited or lost by reason of such
proceedings, and provided further in the case of a legal requirement, Landlord
would not be in any imminent danger of any civil (unless Tenant posts an
appropriate bond to insure Tenant's indemnification of Landlord therefor) or
criminal liability for failure to comply therewith, and the Premises would not
be subject imminently to the imposition of any lien (unless Tenant substitutes
an appropriate bond to cover such lien) as a result of such failure. Landlord
shall promptly furnish to Tenant all notices received by it regarding increases
in taxes and assessments and shall reasonably cooperate with Tenant so long as
Tenant pays all reasonable out of pocket expenses incurred by reason of such
cooperation. Each such contest shall be promptly prosecuted to a final
conclusion (whether pursuant to final judgment, appeal, withdrawal or
settlement), and Tenant shall pay and save Landlord harmless against all losses,
judgments, decrees and costs, including reasonable attorneys' fees and expenses
in connection therewith, and shall promptly, after the final determination of
such contest, pay and discharge the amounts which shall be levied, assessed or
imposed and deemed to be payable therein, together with all penalties, fines,
interest, costs and expenses



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thereon or in connection therewith. Tenant shall be entitled to all refunds or
abatements received as a result of such contests or otherwise, provided Tenant
shall have been liable for the payment of such tax, charge or assessments.

                              ARTICLE VI. REPAIRS.
                              --------------------

         During the Term, Tenant, at its own cost and expense, shall maintain
the Premises and make all necessary repairs and replacements to same, whether
interior or exterior, ordinary or extraordinary, structural or nonstructural, as
and when necessary. Nothing herein is intended to permit the Tenant to modify
any structural portion of the building which would adversely affect the
structural integrity and safety of the building or diminish the value thereof,
its square footage (i.e., no demolition) or volume.

                   ARTICLE VII. ALTERATIONS AND IMPROVEMENTS.
                   ------------------------------------------

         On the consent of Landlord, which consent shall not be unreasonably
withheld, provided plans of any changes have been delivered to Landlord, Tenant
shall have the right at any time and from time to time during the Term of this
Lease to make structural modifications to the Premises such as adding or closing
up doorways, adding loading docks and similar modifications provided:

                  (a) all such work shall comply with all laws, ordinances,
orders, rules and regulations and requirements of any governmental authority
having jurisdiction over the Premises.

                  (b) Tenant shall employ for such work responsible contractors
and cause such contractors to carry workmen's compensation insurance in
accordance with statutory requirements and comprehensive public liability
insurance covering such contractors on or about



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the Premises in amounts of not less than $1,000,000 single combined limit, which
insurance shall name Landlord as an additional insured.

                ARTICLE VIII. COMPLIANCE WITH LAWS, ORDERS, ETC.
                ------------------------------------------------

         A. Tenant, at is own cost and expense, shall comply with all laws,
ordinances, rules, regulations and requirements of any governmental authority
which may be applicable to Tenant's use of the Premises.

         B. Tenant, at its own cost and expense, shall comply with any law,
regulation or rule which requires an alteration, addition or other change or
other improvement to be made to the Premises.

                             ARTICLE IX. ASSIGNMENT.
                             -----------------------

         Tenant shall not assign this Lease or any right or interest therein,
nor sublet the Premises or any part thereof, without the prior written consent
of Landlord, which consent Landlord shall not unreasonably withhold or delay.
Any costs incurred in any assignment or subleasing, including, but limited to,
the cost of providing the building fit-up, brokerage, legal or otherwise shall
be the sole responsibility of Tenant. Notwithstanding any permitted assignment
or sublet, Tenant's obligations hereunder shall continue in full force and
effect in accordance with the provisions of this Lease.

                             ARTICLE X. NO SET-OFF.
                             ----------------------

         This Lease is an absolute triple net lease. The Base Rent, additional
rent and other sums payable hereunder by Tenant shall be paid, except as
otherwise expressly provided herein, without



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notice or demand, and, except as otherwise expressly provided herein, without
set-off, counterclaim, abatement or deduction.

                             ARTICLE XI. INSURANCE.
                             ----------------------

         A. Tenant shall at all times after the Commencement Date maintain with
respect to the Premises insurance of the following character:

               1. REAL PROPERTY: Against the perils of "all risk of physical
loss or damage" in an amount not less than one hundred (100%) percent of the
insurable replacement cost of the building, and additional coverages and/or
endorsements and/or forms providing for "Agreed Amount", "Contingent Liability
from Operation of Building Laws", "Demolition and Increased Time to Rebuild"
endorsement, and "Increased Cost of Construction" endorsement. Deductibles, are
to be clearly shown on policies and/or certificates, and shall not exceed two
(2%) percent of the insurable replacement cost. If there is no deductible, the
policy shall so state.

               2. COMPREHENSIVE GENERAL LIABILITY: On an occurrence basis so as
to provide a combined single limit for bodily injury and property damage of not
less than Three Million ($3,000,000) Dollars.

         B. All policies and/or certificates of insurance shall be effective
under valid and enforceable policies issued by insurance companies of recognized
responsibility and authorized to conduct an insurance business in the State of
Connecticut.

         C. All policies of insurance shall provide for at least 30 day written
notice of policy cancellation or material change to Landlord and/or Tenant as
the case may be. Tenant shall name



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Landlord and Landlord's Mortgagee, if any, as additional insured on all policies
required under this Article XI, and, as respects policies required in Article
XI.A.1. (Real Property) above, Tenant shall obtain a standard mortgagee
endorsement reasonably satisfactory to Landlord's Mortgagee.

         D. Tenant shall deliver to Landlord, ten (10) days prior to the Term of
this Lease and prior to any policy expiration, certificates of insurance in form
and substance reasonably satisfactory to Landlord evidencing all the insurance
which is then required to be maintained by Tenant hereunder. Should Tenant fail
to provide proper evidence of the required insurance in this Article XI or pay
the premium, Landlord, at its option but without obligation so to do, may,
following one (1) business day's written notice to Tenant, procure such
insurance, and any sum expended by Landlord to procure such insurance shall be
repaid by tenant within fifteen (15) days after Tenant's receipt of Landlord's
confirming statement(s) therefor.

         E. Notwithstanding anything to the contrary contained in this Lease,
Landlord and Tenant hereby waive all rights to recover against each other for
any loss or damage covered by property or casualty insurance carried by each of
them. Landlord and Tenant will cause their respective casualty and/or property
insurers to issue appropriate waiver of subrogation right endorsements to all
casualty and/or property policies carried in connection with the Premises or its
contents. Landlord and Tenant hereby agree to look first to the proceeds of
their respective insurance policies before proceeding against each other in
connection with any property damage claim relating to any matter covered by this
Lease.



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                       ARTICLE XII. DAMAGE OR DESTRUCTION.
                       -----------------------------------

         If the building shall be damaged by fire or other casualty or any cause
covered by the insurance required to be carried by Tenant hereunder the damages
shall be repaired and the building restored by and at the sole expense of
Tenant. Base Rent and additional rent shall not be abated, and Tenant shall
continue to pay same.

                         ARTICLE XIII. MECHANICS LIENS.
                         ------------------------------

         If any mechanics lien shall have been filed against the Premises based
upon any act of Tenant or anyone claiming through Tenant (other than Landlord or
Landlord's agents, employees or contractors in connection with Landlord's
obligations under this Lease), Tenant, after 30 days' notice thereof, shall
forthwith take such action by bonding, deposit, payment or otherwise as will
remove or satisfy such lien.

                   ARTICLE XIV. ADDITIONAL RIGHTS OF PARTIES.
                   ------------------------------------------

         A. No right or remedy herein conferred upon or reserved to Landlord or
Tenant is intended to be exclusive of any other right or remedy, and every right
or remedy shall be cumulative and in addition to any other right or remedy given
hereunder or now or hereafter existing at law. The failure of Landlord or Tenant
to insist at any time upon the strict performance or observance of any covenant
or condition, or to exercise any right, power of remedy under this Lease shall
not be construed as a waiver or relinquishment thereof for the future. The
receipt by Landlord of any Base Rent, additional rent or other sum payable
hereunder with knowledge of the breach of any covenant or agreement in this
Lease shall not be deemed a



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waiver of such breach, and no waiver by Landlord or Tenant of any provision of
this Lease shall be deemed to have been made unless expressed in writing by
Landlord or Tenant, as the case may be. Landlord or Tenant shall be entitled to
the extent permitted by applicable law, to injunctive relief in case of the
violation or attempted or threatened violation of any covenant, agreement,
condition or provision of this Lease or to a decree compelling performance of
any covenant, agreement, condition or provision of this Lease, or to any other
remedy allowed by law.

         B. If either party shall be in default in the performance of any of its
obligations under this Lease, the defaulting party shall pay to the other party
the reasonable expenses incurred in connection therewith, including reasonable
attorneys' fees and expenses. If a party shall, without fault on its part, be
made a party to any litigation commenced against the other, and if the other
party shall not provide the party without fault with counsel reasonably
satisfactory to it, said other party shall pay all costs and reasonable
attorneys' fees and expenses incurred or paid by the other in connection with
such litigation. Notwithstanding the above, counsel provided by an insurance
carrier shall be considered reasonably satisfactory unless such counsel shall
refuse to act for the party.

                             ARTICLE XV. INDEMNITY.
                             ----------------------

         Tenant shall protect, save and keep Landlord harmless and indemnified
against and from any loss, costs, damage or expense arising out of or from any
accident or other occurrence on the Premises causing injury or damage to any
person or property, due or claimed to be due to: a) any act or neglect of
Tenant, its agents or employees, or b) failure to comply with and perform any of



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the requirements and provisions of this Lease on its part to be performed, or c)
any use made by Tenant on the Premises; and Tenant shall, at its own cost and
expense, defend and indemnify Landlord against all claims based upon death,
damage or injury to persons or damage to property while in, on or about the
Premises, during the entire Term of this Lease which are due or claimed to be
due to clauses a, b or c.

                ARTICLE XVI. INSPECTION OF PREMISES BY LANDLORD.
                ------------------------------------------------

         Tenant covenants and agrees that the Premises shall be open to Landlord
and its agents at all reasonable times, except in emergency, upon reasonable
notice, for the purpose of inspection and for exhibition of the same for sale or
mortgage, and, within the last nine (9) months of the Term, for rent. Landlord
will give Tenant at least three (3) business days prior notice before Landlord's
entry upon the Premises. During any such entry into the Premises Landlord shall
perform its inspection with due diligence and as expeditiously as possible and
shall cause a minimum of interference with Tenant's business.

                           ARTICLE XVII. IMPROVEMENTS.
                           ---------------------------

         All property improvements installed on the Premises by Tenant,
including, but not limited to, floor covering, hardware, HVAC, loading dock
equipment, plumbing fixtures electric fixtures, partitions and doors, and
whether or not permanently attached to the realty, shall become the property of
Landlord upon the termination of this Lease.

         Notwithstanding the foregoing, Tenant's trade fixtures, as defined in
this Lease, shall remain the property of Tenant and shall be removed by Tenant
at the termination of this Lease.



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Tenant, at its own expense, shall repair any damage to the Premises caused by
such removal. The words "Tenant's trade fixtures" shall be construed to mean all
machinery, signs, furniture and office equipment (including, without limitation,
computers, data processing and trading related equipment) owned or used by
Tenant.

                            ARTICLE XVIII. SURRENDER.
                            -------------------------

         Upon the termination of this Lease, Tenant shall peaceably and quietly
surrender the Premises to Landlord in good order and condition, reasonable wear
and tear, damage by fire, the elements, unavoidable casualty, or circumstances
beyond the control of Tenant excepted. Tenant shall have no obligation to remove
or pay for the removal of any changes or alterations which Landlord has approved
during the Term.

                           ARTICLE XIX. CONDEMNATION.
                           --------------------------

         If the Premises or a substantial portion thereof shall be taken by
governmental authority as a result of the exercise of the power of eminent
domain so as to materially impact Tenant's use of the Premises, this Lease shall
terminate as of the date of vesting of title and neither Landlord nor Tenant
shall have any further liability or obligation hereunder. As used herein,
"substantial portion" must include a portion of the building or a permanent
disruption of Tenant's access thereto. Any reward or payment by reason of any
taking shall belong to Landlord. Tenant may make a separate claim for its
removable trade fixtures and relocation and loss of business if the taking
action so provides. Upon such termination, the Base Rent, additional rent and
other sums payable by Tenant under this Lease shall be apportioned to the date
of termination; and any



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security deposit shall be returned to Tenant. Notwithstanding anything to the
contrary contained in this Lease, in the event of any condemnation or taking in
which the Lease in not terminated, all Base Rent and additional rent shall be
proportionately abated to reflect the rentable area of the Premises remaining
tenantable after such taking, and Landlord, at its sole cost and expense, shall
promptly repair and restore the areas affected by such taking.

                             ARTICLE XX. MORTGAGES.
                             ----------------------

         A. Subject to Tenant's receipt of the non-disturbance agreement
provided in sub-paragraph B below, the Lease shall be subject and subordinate to
the lien of any bona fide mortgage or mortgages which may now or hereafter
affect or become a lien upon the Premises, provided that the mortgagee shall be
an insurance company, a bank, a savings and loan association, a pension fund,
corporation or trust.

         B. Tenant shall execute any instruments which may be required to
effectuate such subordination, consistent with the provisions of this Article,
subject to Tenant's receiving a written agreement from the holder of any present
or future mortgage in form reasonably acceptable to Tenant, that if, by
dispossess, foreclosure or otherwise, such mortgagee, or any successor in
interest, shall become the owner of the Premises or take over the rights of
Landlord therein, it will not disturb the possession or enjoyment of the
Premises by Tenant, nor disaffirm the Lease, so long as Tenant is not in default
of its obligations under the terms of this Lease.

                          ARTICLE XXI. TENANT DEFAULTS.
                          -----------------------------

         A. If, at any time during the Term of this Lease, (i) Tenant shall file
in any court a petition



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in bankruptcy or insolvency or for reorganization (other than a reorganization
not involving the insolvency of Tenant), or arrangement, or for the appointment
of a receiver or trustee of all or a portion of Tenant's property, or for the
appointment of a receiver or trustee of all or a portion of Tenant's property,
or (ii) an involuntary petition of the kind referred to in subdivision (i) of
this Paragraph shall be filed against Tenant, and such petition shall not be
vacated or withdrawn within sixty (60) days after the date of filing thereof, or
(iii) if Tenant shall make an assignment for the benefit of creditors, or (iv)
if Tenant shall be adjudicated a bankrupt by any court; then in any such event
this Lease shall terminate ipso facto upon the happening of such contingency,
and Tenant shall then quit and surrender the Premises to Landlord. The word
"Tenant", as used in this section, shall be deemed to mean the Tenant herein
named, or in the event that this Lease shall have been assigned, such word shall
be deemed to mean only the assignee in possession of the Premises. In any event,
the liability of Tenant shall continue as provided in the Lease.

         B. If Tenant shall be in default in the payment of rent, taxes,
charges, assessments or insurance premiums after the same shall become due and
payable, for more than ten (10) days after written notice by Landlord, then
Landlord may, at its election, subject to statutory requirements, terminate this
Lease.

         If Tenant shall be in default in the performance of any of the other
covenants, terms and conditions of this Lease, Landlord shall give Tenant thirty
(30) days' notice in writing, specifying the default and requiring it to be
remedied. If, at the expiration of said thirty (30) days, the default which is
the basis of such notice shall not have been remedied (or if such default cannot



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reasonably be remedied within such period of thirty (30) days, if Tenant shall
not have commenced the remedying thereof within such period of time and shall
not be proceeding with due diligence to remedy it) Landlord, at its election,
may terminate this Lease on statutory notice to such effect.

         After such termination, Landlord may pursuant to lawful process,
re-enter the Premises and possess same as its former estate, and without such
re-entry may recover possession thereof in the manner prescribed by the statute
relating to summary process. Except as required by applicable law or as
otherwise provided in this Lease, no demand for rent or notice of violation of
any covenant or agreement herein contained and no re-entry for condition broken,
as at common law, shall be necessary to enable Landlord to recover such
possession pursuant to the statute relating to summary process.

         C. In the event this Lease shall terminate pursuant to Section A or
Section B of this Article, Landlord shall be entitled to recover forthwith from
Tenant, as liquidated damages or otherwise, an amount equal to the difference
between the rent reserved in this Lease for the unexpired portion of the Term,
over and above the rental value of the Premises for the same period as of the
date of termination discounted if the amount is a lump sum award, to present
value at the "Prime Rate" of interest charged by the majority of ten money
center banks located in the New York Metropolitan area.

         In determining the fair market rental value of the leased Premises, the
rental realized by any bona fide reletting shall be deemed prima facie evidence
of such rental value.



                                      -17-
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                             ARTICLE XXII. NOTICES.
                             ----------------------

         All notices, demands, consents, approvals, requests or other
communications required or permitted to be given pursuant to this Lease or
pursuant to law ("Notices") shall be in writing and shall be sent by one of the
following means: (i) hand delivery with written receipt (unless the recipient
refuses to give a receipt), (ii) Unites States certified mail, postage prepaid,
return receipt requested, or (iii) Federal Express or another nationally
recognized overnight express delivery service. Notices to Landlord shall be
directed to Landlord c/o Rapaport & Ellenthal, 000 Xxxxxx Xx., Xxxxxxxx, XX
00000. Notices to Tenant shall be directed to Tenant at the Premises.

         Landlord and Tenant shall each have the right, from time to time, to
specify as its address for purposes of this Article, any other address in the
United States upon giving notice thereof to the other party. Notices given by
hand delivery shall be deemed given at the time of delivery. Notes given by
Federal Express or such other overnight express service shall be deemed given
one business day after deposit with the express company prior to its deadline
for overnight delivery. Notices given by U.S. certified mail shall be deemed
given three business days after deposit with the U.S. Postal Service.



                                      -18-
   21

                         ARTICLE XXIII. QUIET ENJOYMENT.
                         -------------------------------

         Tenant, upon paying the rental herein reserved and performing the
terms, covenants and conditions of this Lease, shall and may peaceably and
quietly have, hold, occupy, possess and enjoy the Premises during the Term of
this Lease.

                         ARTICLE XXIV. SUCCESSORS BOUND.
                         -------------------------------

         This Lease shall enure to the benefit of and be binding upon Landlord
and Tenant and their respective successors and assigns.

                             ARTICLE XXV. HEADINGS.
                             ----------------------

         Headings used herein are merely for the convenience of the parties and
are not intended to affect in any wise the validity or construction of any
provisions hereof.

                              ARTICLE XXVI. BROKER.
                              ---------------------

         Tenant represents that no broker showed the Premises to it or
interested it therein. Landlord represents that there is no listing broker.

                           ARTICLE XXVII. JURY WAIVER.
                           ---------------------------

         Landlord and Tenant hereby waive trial by jury in any action,
proceeding or counterclaim involving any matter whatsoever arising out of or in
any way connected with this Lease, the relationship of Landlord and Tenant,
Tenant's use or occupancy of the Premises or the right to any statutory relief
or remedy, or any claim of injury or damage.



                                      -19-
   22

                      ARTICLE XXVIII. HAZARDOUS MATERIALS.
                      ------------------------------------

         Tenant, on behalf of Tenant or Tenant's agents, employees or
contractors, shall not (either with or without negligence) cause or permit (i)
the spill, discharge, escape, disposal or release of any hazardous or toxic
substances, wastes or materials at or about the Premises, or (ii) the treatment,
storage or use of such substances or materials in any manner not sanctioned by
law or by the highest standards prevailing in the industry for the storage and
use of such substances or materials, or (iii) to be brought onto the Premises
any such materials or substances except in limited quantities to use in the
ordinary and lawful course of Tenant's business, and then only after written
notice is given to Landlord of the identity, quantity and location of such
substances or materials or wastes derives therefrom (collectively, in clauses
(i), (ii) and (iii) called "Environmental Violations". Without limitation,
hazardous substances and materials shall include those described in or meeting
the criteria of the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., the Resource
Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., and
any applicable state or local environmental laws and the regulations adopted
under these acts ("Environmental Laws"). If any lender or governmental agency
shall ever require testing to ascertain whether or not there has been any
Environmental Violations caused by Tenant or Tenant's agents, employees or
contractors, then the reasonable costs thereof shall be reimbursed by Tenant to
Landlord within ten (10) days following Landlord's supporting statements
therefor, as additional rent if such requirement applies to the Premises or to
Tenant. In addition, Tenant



                                      -20-
   23

shall execute reasonable affidavits, representations and the like from time to
time within ten (10) days after Landlord's written request concerning Tenant's
best knowledge and belief regarding the presence of Environmental Violations on
the Premises. In the event Tenant causes any Environmental Violations under this
Lease, in addition to all other rights and remedies of Landlord under this
Lease, regardless of when the existence of the violation is determined, whether
during the Term or after the Lease has expired or been terminated, Tenant shall
immediately upon notice from Landlord, at Landlord's option, either (A) at
Tenant's sole cost and expense, diligently and expeditiously undertake, with
respect to any violation of this Article, (1) elimination of any Tenant's
violation of Environmental Law, (2) complete remedial investigations,
feasibility studies, remedial actions (which actions may, at the Landlord's
option, include removal and disposal of any Environmental Violations) and
restoration of the Land to the condition existing prior to such investigative or
remedial activities, all in accordance with Environmental Laws, or (B) reimburse
Landlord for all reasonable costs, fees and expenses, including reasonable
attorneys' fees, incurred by Landlord in undertaking any actions to cure
Environmental Violations caused by Tenant referred to in the foregoing clauses
A.1 and A.2. In all events, Tenant shall indemnify and hold harmless Landlord in
the manner elsewhere provided in this Lease from any Environmental Violations
about the Land occurring while Tenant is in possession, if caused by Tenant or
by employees, agents, contractors or licensees of Tenant. The within covenants
shall survive the expiration or earlier termination of the Lease Term.

         B. Notwithstanding the foregoing, Tenant shall have no responsibility
whatsoever for, and



                                      -21-
   24

Landlord shall indemnify, defend and hold Tenant harmless from and against any
and all claims, loss, damage, cost or expense (including, but not limited to,
cleanup costs and losses relating to interruption or cessation of operations)
arising out of or relating to (i) any preexisting contamination of the Premises
by hazardous substances and materials; (ii) any contamination by hazardous
substances or materials emanating from outside the Premises; or (iii) any
contamination by hazardous substances and materials not caused by the act or
omission of Tenant, its employees, agents or contractors, or by Tenant's breach
of this Lease.

                         ARTICLE XXIX. SECURITY DEPOSIT.
                         -------------------------------

         There shall be no security deposit.

                       ARTICLE XXX. ESTOPPEL CERTIFICATE.
                       ----------------------------------

         Tenant agrees, at any time and from time to time, upon not less than
fifteen (15) business days prior notice from Landlord, to execute, acknowledge
and deliver to Landlord a statement in writing (a) certifying to the extent same
is true, that this Lease is unmodified and in full force and effect (or if there
have been modifications that this Lease is in full force and effect as modified
and stating the modifications); (b) stating the dates to which the rent and
other charges hereunder have been paid by Tenant; (c) stating whether or not
Tenant has knowledge that Landlord is in default in the performance of any
covenant, agreement or condition contained in this Lease, and, if Tenant has
knowledge of such default, specifying each such default; and (d) stating the
address



                                      -22-
   25

to which notices to Tenant shall be sent. Landlord shall, from time to time, if
requested by Tenant, likewise so timely deliver to Tenant an estoppel
certificate, in the substance and form described above, relative to the status
of this Lease.

                         ARTICLE XXXI. NOTICE OF LEASE.
                         ------------------------------

         Upon the request of either party the party shall promptly execute and
deliver a statutory notice of lease or short form memorandum of lease for
recording in the Watertown, Connecticut land records.

                         ARTICLE XXXII. LANDLORD RIGHTS.
                         -------------------------------

         Landlord hereby represents that it has the full right, power and
authority to lease the Premises to Tenant as provided in the Lease.



                                      -23-
   26

         IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
the day and year first above written.


Signed, Sealed and Delivered
in the presence of


                                            000 XXXX XXXXX XXXX ASSOCIATES
                                                    LANDLORD

/s/ Illegible
---------------------------                 by /s/ Xxxxx X. Xxxxx
/s/ Illegible                                 ------------------------------
---------------------------                   XXXXX X. XXXXX
/s/ Illegible
---------------------------
                                            by /s/ Xxxx X. Xxxxxxxx
                                              ------------------------------
                                              XXXX X. XXXXXXXX,
                                              TRUSTEE OF THE XXXXXX X. XXXXX
                                              TESTAMENTARY TRUST




                                            CRYSTAL ROCK SPRING WATER COMPANY
                                                       TENANT


                                            by /s/ Xxxx X. Xxxxx
                                              ------------------------------
                                              XXXX X. XXXXX,
                                              CO-PRESIDENT OF CRYSTAL ROCK
                                              SPRING WATER COMPANY




                                      -24-
   27


STATE OF CONNECTICUT  )
                      )    ss.: LITCHFIELD                         May 5, 2000
COUNTY OF LITCHFIELD  )


Personally appeared 000 XXXX XXXXX XXXX ASSOCIATES acting by XXXXX X. XXXXX, and
XXXX X. XXXXXXXX, Trustee, hereunto duly authorized, signers and sealers of the
foregoing instrument, and acknowledged the same to be his/her free act and deed
and the free act and deed of said Partnership, before me.

                                                /s/ Illegible
                                ------------------------------------------------
                                Notary Public
                                     MY COMMISSION EXPIRES APRIL 30, 0000



XXXXX XX XXXXXXXXXXX  )
                      )    ss.: LITCHFIELD                         May 5, 2000
COUNTY OF LITCHFIELD  )

         Personally appeared CRYSTAL ROCK SPRING WATER COMPANY by XXXX X. XXXXX
its Co-President, hereunto duly authorized, signer and sealer of the foregoing
instrument, and acknowledged the same to be his/her free act and deed and the
free act and deed of said Corporation, before me.

                                                /s/ Illegible
                                ------------------------------------------------
                                Notary Public
                                    MY COMMISSION EXPIRES APRIL 30, 2004



                                      -25-
   28



                               ASSIGNMENT OF LEASE
                                       BY
     000 XXXX XXXXX ASSOCIATES, ACTING BY XXXXX X. XXXXX, LANDLORD, AND THE
                 XXXXXX X. XXXXX TESTAMENTARY TRUST, ACTING BY
                      XXXX X. XXXXXXXX, TRUSTEE (ASSIGNOR)

                                       TO

                            XXXXX X. XXXXX (ASSIGNEE)


KNOW ALL MEN BY THESE PRESENTS:


         WHEREAS on May 5, 2000 Assignor executed a Lease of Building and Land
at 000 Xxxx Xxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx with Crystal Rock Spring Water
Company ; and

         WHEREAS effective July 1, 2000, Assignor has sold its share of the said
Real Property to Xxxxx X. Xxxxx; and

         WHEREAS the parties wish to assign all right title and interest in and
to said lease to Xxxxx X. Xxxxx

NOW THEREFORE the parties agree as follows:

         000 Xxxx Xxxxx Associates and the Xxxxxx X. Xxxxx Testamentary Trust,
by its Landlord Xxxxx X. Xxxxx and by Trustee, Xxxx X. Xxxxxxxx ("Assignor") do
hereby assign for consideration duly paid, all my right title and interest in a
Lease of Building and Land to 000 Xxxx Xxxxx Xxxx to Xxxxx X. Xxxxx
("Assignee").

         This Assignment shall be effective July 1, 2000.


   29
IN WITNESS WHEREOF the parties have hereunto set their hands and seals the day
and year first above written.


                                            000 XXXX XXXXX ASSOCIATES
                                                    LANDLORD

/s/  Xxxxx Xxxxxxxx                         by /s/ Xxxxx X. Xxxxx
-------------------------------               --------------------------------
 Xxxxx Xxxxxxxx                               Xxxxx X. Xxxxx

/s/ Xxxxx Xxxxx
-------------------------------
Xxxxx Xxxxx


/s/  Xxxxx Xxxxxxxx                         by /s/ Xxxx X. Xxxxxxxx
-------------------------------               --------------------------------
Xxxxx Xxxxxxxx                                Xxxx X. Xxxxxxxx, Trustee Under
                                              the Will of Xxxxxx X. Xxxxx

/s/ Xxxxx Xxxxx
-------------------------------
Xxxxx Xxxxx



                                            CRYSTAL ROCK SPRING WATER CO.
                                                     TENANT

/s/ Xxxxxxx Xxxx                            /s/ Illegible
-------------------------------             --------------------------------
Xxxxxxx Xxxx                                Co-President


/s/  Xxxxx Xxxxxxxx
-------------------------------
Xxxxx Xxxxxxxx



                                      -2-

   30
STATE OF CONNECTICUT  }
                      }   SS.  WATERTOWN
COUNTY OF LITCHFIELD  }

                     AS TO TRUST (313 LONG RIDGE ASSOCIATES)
               THE FOREGOING INSTRUMENT WAS ACKNOWLEDGED BEFORE ME
               BY AND XXXXX X. XXXXX THIS 30TH DAY OF JUNE 2000.

                    /s/ Xxxxxxx Xxxx
                   ----------------------------------
                   COMMISSIONER OF THE SUPERIOR COURT
                           Xxxxxxx Xxxx


STATE OF CONNECTICUT  }
                      }   SS.  WATERTOWN
COUNTY OF LITCHFIELD  }


                                  AS TO TENANT
               THE FOREGOING INSTRUMENT WAS ACKNOWLEDGED BEFORE ME
                         BY THIS 30TH DAY OF JUNE 2000.

                    /s/ Xxxxxxx Xxxx
                   ----------------------------------
                   COMMISSIONER OF THE SUPERIOR COURT
                           Xxxxxxx Xxxx


                                      -3-