EXHIBIT 10.1

3/08/94

                      TERMINATION AGREEMENT


         This Termination Agreement, made this 3rd day of
October, 1994, by and between AQUAPENN SPRING WATER COMPANY,
INC., a Pennsylvania Business Corporation, having its principal
place of business at 3035 Research Drive, State College,
Pennsylvania (the "Company") and

         MATTHEW J. SUHEY, an individual having a principal office
at 1942 Dale Avenue, Highland Park, Illinois, (the "Broker").


                             RECITALS

         A. On February 1, 1992, the parties hereto entered into
a Sales Representative Agreement whereby Broker agreed to act as
a sales representative of Company from the date of the agreement
until January 31, 1999.

         B. The parties wish to herein terminate said Sales
Representative Agreement in accordance with the terms and
conditions set forth herein.

         NOW, THEREFORE, in consideration of the mutual promises
herein set forth, the parties hereto, with the intent to be
legally bound hereby, agree as follows:

         1. Termination of Agreement. Broker and Company hereby
agree that the Sales Representative Agreement between the parties
dated February 1, 1992 shall terminate upon the mutual agreement
of the parties effective October 3, 1994.







         2. Effect of Termination. By execution of this
Agreement, the Sales Representative Agreement shall become null
and void and of no further force and effect provided, however,
that

              a) Paragraph 5 prohibiting Broker from disclosing
     any trade secrets directly or indirectly or using them in
     any way, shall continue in full force and effect, and is
     hereby restated in its entirety and incorporated herein by
     this reference; and

              b) Paragraph 12 of the Agreement shall continue to
     be in full force and effect with regard to the effect of
     termination and is hereby restated in its entirety.

         3. Consideration. In consideration of the agreement to
terminate the contract, the Company does hereby provide to Broker
the option to purchase 450,000 shares of common stock of Company
at a price of $1.14 per share. Broker shall be entitled to
exercise this option to purchase some or all of the shares to
which he is entitled for a period of ten (10) years from the
execution of this Agreement (the "Option Period"). In the event
that Broker has not exercised his option prior to the expiration
of the Option Period, this option shall have no further force or
effect. In the event of a stock split or reverse stock split,
Broker will be eligible to an equitable adjustment in the class
and number of shares and the purchase price to take into
consideration such additional issuance. In addition, if the
Company is a party to a merger and is not the survivor, the






Company shall provide that the Broker shall be eligible to
purchase such number and types of shares as may be equitable
under the circumstances.

         In consideration of the option granted hereunder, Broker
shall not during the Option Period, directly or indirectly,
either as an employee, employer, consultant, agent, principal,
partner, stockholder, corporate officer, director, or in any
other individual or representative capacity, own, operate,
control, assist, or participate in any business that is in
competition in any manner whatsoever with the business of the
Company. The foregoing prohibitions shall not apply to ownership
by Broker of less than five percent (5%) of the issued or
outstanding stock of any company whose shares are listed for
trading over any public exchange or the over-the-counter market
provided that Broker does not control any such company.

         IN WITNESS WHEREOF, the parties hereto have executed
this Agreement with the intent to be legally bound hereby on the
day and year first above-written.

ATTEST:                         AQUAPENN SPRING WATER
                                COMPANY, INC.


By: /s/ C.J. Wagner             By: /s/ Edward J. Lauth
    ---------------------           ---------------------
         Secretary                       President


WITNESS:

/s/ C.J. Wagner                 /s/ Matthew J. Suhey [SEAL]
    ---------------------       --------------------
                                Matthew J. Suhey