EXHIBIT 10.10.1 
ADDENDUM TO NEW DISTRIBUTION AGREEMENT

     Addendum dated as of January 11, 1999 to New  Distribution  Agreement dated
as  of  January  11,  1999  by  and  between  Dreyer's  Grand  Ice  Cream,  Inc.
("Distributor") and Ben & Jerry's Homemade, Inc. ("Manufacturer").

         WHEREAS, the parties wish to confirm that the Distributor shall make an
additional  payment or payments to Manufacturer if additional volume is added to
the business carried on by the Distributor under the New Distribution  Agreement
by not later than September 30, 2000.

         NOW, THEREFORE, in consideration of these premises, the mutual promises
of the parties and other good and  valuable  consideration,  receipt of which is
hereby acknowledged, the parties agree as follows:

1. To the extent that Manufacturer adds volume to the business  conducted by the
Distributor   under  said  New   Distribution   Agreement  by  adding  sales  of
Manufacturer's  products  in  areas  not  presently  included  within  the  term
"Distributor  Territory"  as set forth in Schedule  2A to said New  Distribution
Agreement,  or  by  adding  volume  for  the  Distributor  by  the  addition  of
Haagen-Dazs  products for  distribution  within Texas and Los Angeles  market by
Distributor  (pursuant to agreement with Haagen-Dazs or otherwise),  Distributor
will pay  Manufacturer  the amount  required  by the  formula set forth below in
Paragraph  2.  For  purposes  of  this  Agreement  the   additional   volume  of
Manufacturer's products and Haagen-Dazs products are collectively referred to as
"Replacement  Equivalent  Units" as the term "Equivalent Unit" ("EU") is defined
in Section 3.2 of the New Distribution Agreement.

2. Multiply by [ * ] the total sales (in dollars) for the time period  September
1, 1998  through  January 4, 1999  ("Said Time  Period")  of all  Manufacturer's
Products sold by Distributor to all customers  including  (without  duplication)
sales  by   subdistributors   (but  excluding  sales  to  or  by  non-affiliated
subdistributors making purchases in smaller quantities (i.e., 10 pallets or less
on an occasional basis) up to an aggregate of [ * ] of Distributors  total sales
during Said Time Period). The term "non-affiliated  subdistributors"  shall mean
subdistributors  in which  Distributor  does not own more than 20% of the equity
interests.

                                   Minus [ * ]

     The remainder  dollar amount is divided by the total number of
gallons  (EU) of  Manufacturer's  Products  sold to Sunbelt  and to ICCI for the
calendar year 1998.

     The  result  of this  division  is the  dollar  value for each
Replacement Equivalent Unit which Distributor shall pay to Manufacturer for each
Replacement  Equivalent Unit that  Manufacturer  adds as provided in Paragraph 1
above.

     * This confidential  portion has been omitted and filed separately with the
Commission

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                  By way of illustration only: [ * ]

     3. Once  aggregate  payment  of an amount  equal to the  "remainder  dollar
amount"  (as  determined  in  accordance  with  Paragraph  2  above)  is made by
Distributor,  there shall be no further  obligation by  Distributor  to make any
payments under this Addendum.  No payments shall be required with respect to any
volume that is added on and after October 1, 2000.

     4. Payments due under this Addendum  shall be made within 30 days after the
end of a calendar quarter in which an addition of  Manufacturer's or Haagen-Dazs
products has first been made.

     5.  Manufacturer  also  agrees to provide [ * ] free  goods to  Distributor
prior to December 31, 1999.

     6. This Addendum shall be in addition to the  obligations and duties of the
parties under the New Distribution  Agreement. No provision of this Addendum may
be  modified  or  amended  except  by a  written  instrument  signed  by each of
Manufacturer and Distributor.

     7. This  Addendum  shall be binding  on the  parties  and their  respective
successors  and assigns.  This Addendum and all actions  related hereto shall be
governed by the laws of the State of New York,  excluding its internal choice of
law  principles.  Any dispute or claim relating to this Addendum or the entering
into of this Addendum shall be submitted to arbitration in Manhattan in the City
of New York,  New York conducted in accordance  with the Commercial  Arbitration
Rules of the  American  Arbitration  Association,  and  judgment  upon the award
rendered by the  Arbitrator(s)  may be entered in any court having  jurisdiction
thereof. The prevailing party in the arbitration proceeding shall be entitled to
recover  from the  losing  party  reasonable  attorney's  fees and  other  costs
incurred in the arbitration proceeding.

     IN  WITNESS  WHEREOF,  Dreyer's  Grand Ice  Cream,  Inc.  and Ben & Jerry's
Homemade,  Inc. have each executed and delivered this Addendum as of the day and
year first above written.

                         DREYER'S GRAND ICE CREAM, INC.
                         By:
                         Name:
                         Title:

                         BEN & JERRY'S HOMEMADE, INC.
                         By:
                         Name:
                         Title:

     * This confidential  portion has been omitted and filed separately with the
Commission