As of May 6, 2009, Vermont Pure Holdings, Ltd. owed subordinated debt to Henry, Peter and Jack Baker in the aggregate principal amount of $14,000,000. For more information about this subordinated debt, see the section entitled "Related Party Transactions - Subordinated Notes Held by Significant Stockholders" on page 7 of our definitive proxy statement dated March 5, 2009, which section is incorporated herein by this reference.

On May 7, 2009, with the mutual consent of the three subordinated debt holders, we paid $500,000 to John B. Baker as a payment of principal on his note. The following table shows the holder and the corresponding remaining principal amount on May 7, 2009 after the payment.

                       Related Party     Principal Balance
                       Henry E. Baker   $         4,600,000
                       John B. Baker              4,200,000
                       Peter K. Baker             4,700,000
                       Total            $        13,500,000

Henry Baker is a director and his sons, John and Peter Baker, are directors and executive officers.

The principal payment of the subordinated debt to Mr. Baker was approved by the Company's Audit Committee pursuant to its charter provisions that make approval of related party transactions the jurisdiction of that committee.

(d) Exhibits.

10.01 Letter of Waiver and Consent signed by Martin Dytrych, Henry Baker, Peter Baker, and John Baker on May 7, 2009.