<PAGE> 1
Ex 4.2
STATE OF DELAWARE PAGE 1
OFFICE OF THE SECRETARY OF STATE
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "VP MERGER PARENT, INC.", CHANGING ITS NAME FROM "VP MERGER PARENT, INC." TO
"VERMONT PURE HOLDINGS, LTD.", FILED IN THIS OFFICE ON THE FIFTH DAY OF OCTOBER,
A.D. 2000, AT 1:15 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDED OF DEEDS.
[SECRETARY'S OFFICE SEAL]
/s/ Edward J. Freel
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Edward J. Freel, Secretary of State
3215737 8100 AUTHENTICATION: 0718605
001504057 DATE: 10-05-00
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CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
VP MERGER PARENT, INC.
BEFORE RECEIPT OF PAYMENT FOR STOCK
VP Merger Parent, a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Company"), does
hereby certify:
1. That the Certificate of Incorporation of the Company be and hereby is
amended so that Article I shall be and read as follows:
Article I. The name of the Corporation is Vermont Pure Holdings, Ltd.
2. That the Company has not received any payment for any of its stock,
and that this amendment was duly adopted in accordance with the provisions of
Section 241 of the General Corporation Law of the State of Delaware.
In witness whereof, VP Merger Parent, Inc. has caused this Certificate to
be executed by its President this 4th day of October, 2000.
VP MERGER PARENT, INC.
By: /s/ Timothy Fallon
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Timothy Fallon, President
