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                       FORM OF PROXY FOR SPECIAL MEETING

                          VERMONT PURE HOLDINGS, LTD.

       THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL
             MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 5, 2000.

    The undersigned stockholder of Vermont Pure Holdings, Ltd. ("Vermont Pure")
does hereby nominate, constitute and appoint Timothy G. Fallon and Bruce S.
MacDonald or either one of them (with full power to act alone) my true and
lawful attorney(s) and proxy(ies), with full power of substitution, for me and
in my name, place and stead to vote all the shares of common stock of said
Vermont Pure standing in my name on its books, as of August 30, 2000, at the
Special Meeting of Stockholders to be held at the law office of Foley, Hoag &
Eliot LLP, Sixteenth Floor, One Post Office Square, Boston, Massachusetts on
October 5, 2000 at 10:00 a.m., or at any adjournments thereof, with all the
powers the undersigned would possess if personally present on the following
proposals more fully described in the accompanying Proxy Statement/Prospectus in
the manner specified and in their discretion on any other business that may
properly come before the meeting. The undersigned hereby acknowledges receipt of
the Notice of Special Meeting and proxy statement relating to the Special
Meeting and hereby instructs said proxies to vote or refrain from voting such
shares of Vermont Pure common stock as marked on the reverse side of this proxy
card upon the matters listed thereon.

    This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is given, this proxy will
be voted for the approval of the Agreement and Plan of Merger and Contribution,
and the other matters on the agenda, in accordance with the recommendation of
the Board of Directors of Vermont Pure. The proxies cannot vote your shares
unless you sign and return this card.

            (CONTINUED, AND TO BE SIGNED AND DATED, ON REVERSE SIDE)

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[X] Please mark your vote as in this example.

              THE BOARD OF DIRECTORS OF VERMONT PURE RECOMMENDS A
                         VOTE FOR PROPOSALS 1, 2 AND 3.

1. To consider and vote upon a proposal to approve and adopt the Agreement and
   Plan of Merger and Contribution dated as of May 5, 2000, as amended, among
   Vermont Pure Holdings, Ltd., VP Merger Parent, Inc., VP Acquisition Corp.,
   Crystal Rock Spring Water Company and the stockholders of Crystal Rock, as
   more fully described in the accompanying proxy statement and in Appendix A.
   If the transaction is approved by our shareholders, each share of common
   stock of existing Vermont Pure will be automatically converted into one share
   of VP Merger Parent common stock.

                  [ ]  FOR      [ ]  AGAINST      [ ]  ABSTAIN

2. To consider and vote upon a proposal to amend the 1998 Stock Option Plan of
   Vermont Pure as more fully described in the accompanying proxy statement and
   in Appendix C. If the amendment is approved, the number of shares covered by
   the plan will increase from 500,000 to 1,500,000.

                  [ ]  FOR      [ ]  AGAINST      [ ]  ABSTAIN

3. To consider and vote upon a proposal to adjourn the special meeting if
   necessary to permit further solicitation of proxies in the event that there
   are not sufficient votes at the time of the special meeting to approve Items
   1 and 2 or either of them.

                  [ ]  FOR      [ ]  AGAINST      [ ]  ABSTAIN

    The persons named as proxies shall have discretionary authority to vote on
any matter which the board of directors of Vermont Pure did not know, a
reasonable time before the meeting, would be presented at the meeting, as well
as on matters incident to the conduct of the meeting.

    Please sign and date this proxy and return it in the enclosed return
envelope, whether or not you expect to attend the Special Meeting. You may also
vote in person if you do attend.

                                        Date:

                                        Signature (s):

    Note:  Please sign this proxy exactly as name appears hereon. If shares are
held as joint tenants, both joint tenants should sign. Attorneys-in-fact,
executors, administrators, trustees, guardians, corporate officers or others
signing in a representative capacity should indicate the capacity in which they
are signing.