Exhibit 10.4
AGREEMENT


         AGREEMENT made and entered into in South Burlington,  Vermont as of the
29th day of January 1998, by and between BEN & JERRY'S HOMEMADE, INC., a Vermont
corporation  with its  headquarters  at 30 Community  Drive,  South  Burlington,
Vermont 05403 (the "Company") and JERRY GREENFIELD ("Greenfield"),  of 585 South
Road, Williston, Vermont 05495.

                                   WITNESSETH:

         WHEREAS,  Greenfield is a Founder of the Company and wishes to maintain
an  active  relationship  between  the  Founders  and the  Company  on  mutually
agreeable terms, both as an employee of the Company and thereafter; and

         WHEREAS,  the Company  desires to continue  to employ  Greenfield,  and
Greenfield  desires to continue to be employed by the Company,  all on the terms
and conditions hereinafter provided;

         WHEREAS,  the Company and Greenfield wish to confirm certain agreements
and make certain additional agreements that remain in force after the end of the
Term of Employment, as defined below; and

         WHEREAS,  this  Agreement  supersedes all prior  employment  agreements
between the parties.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:

         1.  Employment  and Term of  Employment.  The Company  agrees to employ
Greenfield,  and Greenfield  hereby agrees to accept  employment by the Company,
under the terms and conditions contained in this Agreement.

         Subject to the  termination  provisions  set forth in  Paragraph 9 (and
6.2) hereof,  the employment term (the "Term" or the "Term of Employment") shall
commence on the date hereof,  and  terminate  on December  31,  1998,  but shall
automatically  renew for successive one year periods following December 31, 1998
unless either Greenfield or the Company gives notice to the other of non-renewal
at least sixty days prior to the end of the Term then in effect.

         2.       Duties for the Company and Other Activities

         2.1 Duties.  Greenfield  shall use his best efforts to advance the best
interests of the Company under this  Agreement.  During the Term of  Employment,
Greenfield  shall render services similar to the services he has performed since
January 1, 1997,  and at a level similar to that  performed  since that date, as
requested from time to time by the Board of Directors of the


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Company (the  "Board") or by the Chief  Executive  Officer of the  Company,  and
mutually agreed to by Greenfield.  It is understood that Greenfield's obligation
to provide  services at a level similar to that performed  since January 1, 1997
shall not be required if, in his reasonable judgment, there is a material change
in the values of the business mission of the Company,  or in the  implementation
in practice of such values,  from that of January 1, 1997.  Greenfield  may work
from offices at his home or at the headquarters of the Company in Vermont.

         2.2 Other  Activities.  During the Term of Employment  and  thereafter,
Greenfield  may, to the extent not  conflicting  with his duties under Paragraph
2.1,  and so long as in  compliance  with  Paragraph  6.1,  and  subject  to the
requirements  of  Paragraph  11,  engage  in other  businesses  and  activities,
including for-profit business and non-profit activities; provided, however, that
Greenfield  (i) shall  provide  written  notice to such third  party in the form
attached  hereto as  Exhibit  A, and (ii) such third  party  duly  executes  and
returns  such notice to  Greenfield,  who shall  promptly  forward a copy to the
Company.  It is understood  that such  businesses  and  activities are not to be
undertaken by Greenfield on behalf of the Company. It is further understood that
such  written  notice  is  not  required  for  the  personal,   non-business  or
non-commercial activities of Greenfield in his individual capacity.

         3.  Use of Name and Image, etc. During the Term of Employment and 
Thereafter

         3.1 Past Uses.  Greenfield  hereby  releases and discharges the Company
from any and all claims and demands arising out of or in connection with the use
by the Company of his name,  image,  likeness,  portrait,  photograph,  audio or
video recordings, and facsimile signature, and all trademarks, copyrights, trade
names,  and goodwill  associated  therewith  prior to the effective date of this
Agreement.  Greenfield  does not,  by this  Agreement,  necessarily  endorse  or
approve any text or event with which his name, image, or facsimile signature has
been used by the Company prior to the effective date of this Agreement, and does
not consent to future use of his name, image,  likeness,  portrait,  photograph,
audio or video  recordings,  and facsimile  signature  except as provided  under
paragraphs  3.2 and 3.3.  The  provisions  of this  Agreement  do not enlarge or
restrict the Company's intellectual property rights except as expressly provided
herein.

         3.2.  Confirmatory  Grant  of  Name,   Trademark,   and  Other  Rights.
Greenfield hereby irrevocably confirms the exclusive,  perpetual,  royalty-free,
worldwide  right  of the  Company  to use  his  first  name in the  name  "Ben &
Jerry's",  and  his  photograph  in the  form  of the  label  reproduced  on the
"Consent" attached as Exhibit B (used either together with the photograph of Ben
Cohen  included on Exhibit B or  separately),  and his photograph in the form of
the  three  labels  reproduced  on the  attached  Exhibit  C,  in  each  case in
connection with labels or packaging of products sold by the Company from time to
time and  ancillary  promotional  or image  materials of the company  (including
materials such as, but not limited to, signs, brochures, T shirts and giant pint
lids).

         Greenfield  further  confirms  that the  tradename  "Ben & Jerry's" and
associated goodwill are the exclusive property of the Company.



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3.3. Additional Grant, Subject to Written Consent, Regarding Certain Other Uses.

Other than the uses specified in Paragraph 3.2, the Company may use, on uses not
within Paragraph 3.2 above,  even if released and discharged under Paragraph 3.1
above, Greenfield's first name, image, likeness, portrait,  photograph, audio or
video  recordings,  and/or  facsimile  signature,  only with his express written
consent as to each proposed use.

         Within 30 days of the  effective  date of this  Agreement,  the Company
shall present to the Greenfield a list and  description of all uses for which it
requests consent at this time.  Greenfield shall respond to the request for such
uses within 30 days  thereafter,  and shall  execute all  appropriate  documents
reasonably requested by the Company in aid of each consented use.

         The Company shall discontinue any use not within Paragraph 3.2 to which
Greenfield  does not consent as follows:  For any such use in product  packages,
coupons,  certificates, and point of sale materials, the Company may consume its
stock,  if any,  existing as of the effective  date of this  Agreement.  For all
other such uses,  the Company  shall have a  commercially  reasonably  period of
time, not exceeding six months from the date of this  Agreement,  to discontinue
such use.

         The Company shall thereafter  afford a reasonable prior  opportunity to
Greenfield or his designee to review each matter as to which  Greenfield has the
right to consent  under this  paragraph,  and in turn  Greenfield  agrees,  upon
request of the Company,  to respond to any proposed  use that  requires  consent
under this  Paragraph,  and shall execute all appropriate  documents  reasonably
requested by the Company in aid of each consented use.

         3.4. Duty Not to Disparage.  So long as he is receiving  payments under
this Agreement,  Greenfield shall use his best efforts not to disparage publicly
the Company or its products or the Company's rights under Paragraph 3.

         3.5.  Specific  Enforcement.  The  provisions  of this  Paragraph 3 are
material  consideration  to this  Agreement,  and the parties  acknowledge  that
damages caused by breach of these provisions will be difficult to quantify.  The
parties  therefore   consent  to  the  award  of  equitable  relief,   including
prohibitory  and mandatory,  preliminary or permanent,  injunctions for material
breach of these  provisions  which is not reasonably  cured within 30 days after
notice,  as well as damages  for any  material  breach,  in a  proceeding  under
Paragraph 13.2.

         3.6  Assignment,  etc.  The rights  granted or confirmed to the Company
under this  Paragraph 3 may not be assigned  during the  lifetime of  Greenfield
except in connection  with a merger or  consolidation  of the Company or sale of
transfer of all or  substantially  all of the business or assets of the Company.
The grant or  confirmation of rights to the Company under this Paragraph 3 shall
be binding upon Greenfield and his heirs, legal representatives, and assigns.

         Uses by the Company under Paragraph 3 shall encompass the Company,  its
subsidiaries  and any  affiliates  in a joint  venture,  franchise or license in
which the Company (or any subsidiary) has a significant  economic interest.  The
term "use" shall  include,  for any  permitted  use,  re-use,  publication,  and
reproduction in whole or in part in any and all media.


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          4. Compensation and Benefits During the Term of Employment.

         4.1 Base Salary.  During the Term of Employment,  the Company shall pay
to  Greenfield  a base salary  ("Base  Salary") of $200,000  per annum,  payable
monthly,  beginning  as of May 1,  1997.  Once a year the  Board  shall,  in its
discretion,  review Greenfield's Base Salary with a view to an upward adjustment
thereof.

         4.2 Bonus.  The Company may, if determined by the Board, pay Greenfield
for each calendar year during the period of Greenfield's  employment  hereunder,
commencing  with the year ending  December  31,  1998,  a bonus  ("Bonus") in an
amount to be  determined  by the  Board in its  discretion.  Any Bonus  shall be
payable  within 90 days  after  receipt by the  Company of the annual  financial
statements  of the  Company,  certified  by  the  independent  certified  public
accountants  of the Company in accordance  with  generally  accepted  accounting
principles uniformly applied on a consistent basis.

         4.3 Out-of-Pocket Expenses. The Company shall promptly pay or reimburse
Greenfield  for  all  reasonable  expenses  incurred  or  paid  by  him  in  the
performance  of  his  duties  during  the  Term  of  Employment,  provided  that
Greenfield  properly  accounts  therefor in accordance  with the policies of the
Company.

         4.4 Medical  Benefits.  The Company  shall provide  Greenfield  and his
dependents with health and hospitalization  insurance, and any other medical and
dental benefits generally available to employees during the Term of Employment.

         4.5  Vacation.  During  the  Term of  Employment,  Greenfield  shall be
entitled to four weeks paid vacation per annum at times to be mutually  selected
by Greenfield and the Company.

         4.6 Car. During the Term of Employment, Greenfield shall be entitled to
a "Company  Car" for use while engaged in his duties under this  Agreement.  The
Company  shall pay or reimburse  Greenfield  for gas,  maintenance,  and repair,
other than personal use.

         4.7 Life Insurance.  The Company shall provide Greenfield with the same
life insurance  benefits as available to employees  generally during the Term of
Employment.

         4.8 Founders'  Office.  The Company shall  provide  Greenfield  with an
office at the  Company's  headquarters  in Vermont,  to be situated,  furnished,
equipped,  supported,  and  staffed  in a manner  substantially  the same as the
present  "Founders'  Office," for use by Greenfield  in connection  with Company
business,  or,  subject  to the other  provisions  of this  Agreement,  personal
affairs, or any other matter.

         5. Protection of Confidential Information During the Term of Employment
and Thereafter.



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         5.1  Confidentiality   Covenant.   Greenfield   acknowledges  that  his
employment  by the Company has and will continue to bring him into close contact
with many  confidential  affairs of the  Company,  including  information  about
costs,  profits,  markets,  sales,  products,  key personnel,  pricing policies,
operational methods, strategic and other business plans, manufacturing processes
and other business affairs,  methods of information not readily available to the
public, and plans for future developments.  Greenfield further acknowledges that
the services to be performed by him under this Agreement are of special,  unique
and extraordinary  character.  Greenfield further acknowledges that the business
of the  Company  is  conducted  throughout  the  United  States  and in  certain
countries  outside  the  United  States  and  that he is  therefore  capable  of
competing  with the Company  from nearly any  location in the United  States and
from certain  foreign  locations.  In recognition  of the foregoing,  Greenfield
covenants and agrees:

         (a) That he will keep  secret all  confidential  affairs of the Company
         and not use them  himself  or  disclose  them to anyone  outside of the
         Company,  either  during  or after  the Term of  Employment,  except in
         accordance  with the  performance  of his duties or with the  Company's
         prior written consent; and

         (b) That he will deliver  promptly to the Company on termination of the
         Term of  Employment,  or at any time the Company  may so  request,  all
         memoranda,  notes, records, reports and other documents (and all copies
         thereof) relating to the Company's business,  which he may then possess
         or have under his control,  except for personal mementos and effects as
         he may reasonably identify and retain.

         5.2 Specific Remedies.  If Greenfield commits a breach, or threatens to
commit a  breach,  of any of the  provisions  of  paragraph  5.1  (which  is not
reasonably  cured within 30 days after notice),  then the Company shall have the
right and remedy (i) to have such provisions specifically enforced, and (ii) the
right and  remedy  to  require  Greenfield  to  account  for and pay over to the
Company  all  compensation,  profits,  monies,  accruals,  increments  or  other
benefits  (collectively  "Benefits")  derived or received by  Greenfield  as the
result of any  transactions  constituting  a breach of any of the  provisions of
paragraph  5.1, and  Greenfield  hereby  agrees to account for and pay over such
Benefits  to the  Company.  Disputes  arising  under this  Paragraph  5 shall be
resolved as provided for in Paragraph 13.2 of this Agreement.

         6.  Restriction  on  Competition  During  the  Term of  Employment  and
Thereafter.
         6.1 Covenant. Greenfield covenants and agrees that:

         (A) during the Term of  Employment  (as it may be  extended)  and for a
         period of three (3) years (the "Severance Period') thereafter,  he will
         not (i) enter,  directly or  indirectly,  into the employ of or render,
         directly or indirectly, any services to any person, firm or corporation
         engaged in any business competitive with any business of the Company or
         any  subsidiary at the time that he commences  such employ or services;
         (ii) engage,  directly or indirectly,  in any such business for his own
         account;  or (iii) become  interested,  directly or indirectly,  in any
         such business as an individual partner, shareholder, creditor,


<PAGE>




         director, officer, principal, agent, employee, trustee, consultant, 
         advisor or in any other relationship or capacity; and

         (B) after the  Severance  Period,  he will not (i) enter,  directly  or
         indirectly,  into the employ of or render, directly or indirectly,  any
         services  to any  person,  firm or  corporation  engaged  in the frozen
         dessert  business,  or engaged in material  competition  with any other
         business material to the Company or any subsidiary as of the end of the
         Term of Employment;  (ii) engage,  directly or indirectly,  in any such
         business for his own account;  or (iii) become interested,  directly or
         indirectly, in any such business as an individual partner, shareholder,
         creditor,  director,  officer,  principal,  agent,  employee,  trustee,
         consultant, advisor or in any other capacity;

         6.2 Consideration.  In consideration for Greenfield's  agreement not to
compete as set forth  herein,  in  addition  to the  Compensation  and  Benefits
provided in Paragraph 4 of this Agreement,  the Company agrees to pay Greenfield
severance  ("Severance"),  on a monthly basis, equal to 100% of his then current
rate of  annual  Base  Salary  (measured  at the  date of the end of the Term of
Employment, as it may have been extended) during the Severance Period, provided,
however,  that  such  payments  shall  terminate  upon  earlier  termination  of
Greenfield's  employment  by the Company  for "cause" as defined in  Paragraph 9
(and 6.4) hereof or  termination  of the Company's  obligations to make payments
under Paragraph 6.4 or 11.5 of this Agreement.

         The Severance  Payments  during the three year  Severance  Period under
this Paragraph 6.2 shall,  in the event of  Greenfield's  death,  be paid to his
estate or designated beneficiaries.

         6.3 Limitations on the Covenant.

         6.3.1 The  provisions  of Paragraph 6.1 shall not be deemed to preclude
Greenfield  from  employment  by or  consulting  for any  person  some of  whose
activities  are  competitive  with the  business of the Company if  Greenfield's
employment  or  consulting  does not  relate,  directly or  indirectly,  to such
competitive business.

         6.3.2  Nothing  contained in paragraph  6.1 shall be deemed to prohibit
Greenfield (A) from acquiring or holding, solely for investment, publicly traded
securities  of any  corporation  that  competes with the Company so long as such
securities  do not, in the  aggregate,  constitute  more than 2% of any class or
series of outstanding  securities of such corporation,  or (B) from serving as a
director, officer, member of any committee, employee, or consultant for a person
other than the Company who does not engage in any business  competitive with any
business of the Company.

         6.3.3 The Company  may at any time,  upon  Greenfield's  request to the
Board,  waive  in  writing  the  covenants  in  Paragraph  6.1 as to one or more
activities.


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         6.3.4  It is  understood  that  if  Greenfield  engages  in a  business
activity which is permitted  under  Paragraph 6.1, and the Company  subsequently
begins to compete in that  business,  then  Greenfield may continue to engage is
such  business  activity  without  restriction.  In that case,  the  covenant of
Paragraph 6.1 shall not apply to such permitted  activity,  and the remedies for
violation of the covenant provided in Paragraphs 6.2, 9.2, and 11.5 shall not be
available to the Company.

         6.3.5 After the  Severance  Period,  Greenfield  may  compete  with the
Company in any line of  business  upon 90 days  advance  notice to the  Company,
provided,  however,  that payments by the Company to Greenfield  under Paragraph
11.1, and benefits under Paragraphs 11.3 and 11.4, shall thereupon terminate.

         6.4 Remedies. In the event of the violation by Greenfield of any of the
covenants of Paragraphs  2.2, 3, 5.1, 6.1 or 8, and unless such violation  shall
be remedied within 30 days after receiving  notice of it from the Company,  such
violation  shall be deemed to be "cause"  within the meaning of  Paragraph 9 for
termination of the Term of Employment  and (to the extent  therein  provided) of
the Company's obligations to make any payments under this Agreement. The Company
shall have the right and remedy to have the  provisions  of  Paragraphs  2.2, 3,
5.1, 6.1 or 8 specifically  enforced,  it being acknowledged and agreed that any
such  violation or threatened  violation  will cause  irreparable  injury to the
Company  and that  money  damages  will not  provide an  adequate  remedy to the
Company.  Disputes  arising under this Paragraph 6 shall be resolved as provided
for in Paragraph 13.2 of this Agreement.

         7. Independence,  Severability and Non-Exclusivity;  Jurisdiction. Each
of the rights and remedies enumerated in Paragraphs 2.2, 3, 5.2, 6.4 and 8 shall
be independent of the other and shall be severally  enforceable  and all of such
rights and remedies  shall be in addition to and not in lieu of any other rights
and remedies  available to the Company under the law or in equity. If any of the
covenants  contained in Paragraphs 2.2, 3, 5.1, 6.1 or 8 or if any of the rights
or remedies  enumerated in Paragraphs  2.2, 3, 5.2, 6.4 or 8, or any part of any
of them,  is hereafter  construed to be invalid or  unenforceable,  then (i) the
same shall not affect the remainder of the covenants or rights or remedies which
shall be given full effect  without  regard to the invalid  portions and (ii) in
addition if any of the covenants  contained in Paragraphs  2.2, 3, 5.1, 6.1 or 8
is held to be  unenforceable  because of the  duration of such  provision or the
subject matter or area covered thereby,  the parties agree that the court making
such  determination  shall have the power to reduce the duration  and/or area of
such provision and in its reduced form said provision shall then be enforceable.

         8. Product Development. Greenfield acknowledges that during the Term of
Employment  he may  conceive  of,  discover,  invent or create new  products  or
product  improvements  whether  patentable or  copyrightable  or not (all of the
foregoing being collectively referred to herein as "Product Developments"), that
he may conceive of, discover,  invent or create various  business  opportunities
relating to the business of the Company, and that various business opportunities
relating to the business of the Company may be presented to him by reason of his
relationship created by this Agreement.  Greenfield acknowledges that all of the
foregoing shall be owned by


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and belong  exclusively  to the Company and that he shall not have any  personal
interest  therein,  provided  that they are either  related in any manner to the
business of the Company,  or are conceived or made on or presented to Greenfield
during  the  Company's  time or  with  the use of the  Company's  facilities  or
materials.  Greenfield shall (i) disclose promptly any such Product Developments
and business  opportunities to the Company; (ii) assign to the Company,  without
additional  compensation,  the entire  rights to such Product  Developments  and
business opportunities; (iii) execute all documents and instruments necessary to
carry  out the  foregoing;  and (iv) give  testimony  in  support  of its or his
developments or creation in any appropriate case.

         Provided,  however,  that if the Company does not implement or act upon
any  such  Product  Development  or  business  opportunity  during  the  Term of
Employment or the Severance Period, then Greenfield's rights, title and interest
in any Product  Development or business  opportunity  conceived of,  discovered,
invented  or  created  by  Greenfield   shall  revert  to  Greenfield  upon  the
termination  of his  employment  for  any  reason.  In use of any  such  Product
Development,  Greenfield  shall be subject to the covenant  against  competition
specified in Paragraph 6.

         Provided further, that if the Chief Executive Officer of the Company so
consents  in writing,  Greenfield's  rights,  title and  interest in any Product
Development  or  business  opportunity  conceived  of,  discovered,  invented or
created by Greenfield shall revert to Greenfield at any time.

         Disputes  arising under this  Paragraph 8 shall be resolved as provided
for in Paragraph 13.2 of this Agreement.

         9. Termination of the Term of Employment.  The Term of Employment under
this Agreement shall terminate under any of the following conditions:

         9.1      (A) at the option of the Company (i) for cause, which shall be
                  defined as: (a)  Greenfield's  willful  failure to comply with
                  any  of the  material  terms  of  this  Agreement,  including,
                  without limitation, Greenfield's violation of any covenants in
                  Paragraph  2.2, 3, 5.1, 6 and 8, unless such failure  shall be
                  remedied within 30 days after receiving  notice of it from the
                  Company; (b) Greenfield's willful engagement,  in his capacity
                  as an employee of the Company,  in gross misconduct  injurious
                  to the  Company,  and (c)  Greenfield's  failure  to carry out
                  duties as agreed with the Company under  Paragraph 2.1 hereof;
                  and (d)  pursuant to  Paragraph  6.4 hereof.  It is  expressly
                  understood  and  agreed  by the  Company  that  expression  by
                  Greenfield,  whether  public or  private,  of his opinion as a
                  private   individual   concerning  public  issues,   including
                  endorsements  of candidates or causes,  and  participation  in
                  political,  social, and environmental organizations or events,
                  shall not be cause for termination.

                  (B) upon the death of Greenfield.

                  (C) at the  option  of  Greenfield  upon not less than 60 days
                  prior  notice to the Company  given not earlier  than July 30,
                  1998.


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         9.2 In the event of termination of the Term of Employment at the option
of the Company for cause as defined in Paragraph 9, Greenfield shall continue to
be subject to his obligations contained in Paragraphs 2.2, 3, 5, 6, 7, 8, and 11
hereof. The Company shall also be entitled,  as a remedy awarded under Paragraph
13.2, to terminate its obligation to make payments and to provide benefits under
Paragraph 6.1 or under 11.1,  11.3, and 11.4 as the case may be, in the event of
a material breach,  not remedied within 30 days after notice by Company,  of the
provisions of Paragraph 2.2, 3, 5.1, 6.1, or 11.2.

         9.3 In the event of termination of the Term of Employment at the option
of  Greenfield  under  subparagraph  9.1(C)  above,  all the  provisions of this
Agreement (including those requiring the Company to make certain payments and to
provide  benefits to  Greenfield)  applicable to the period after the end of the
Term of  Employment,  including  Paragraphs  2.2,  3, 5, 6, 7, 8, and 11,  shall
remain in effect.

         10. Services After Term of Employment.  During the Severance Period and
afterwards,  Greenfield  shall be  available  to serve  as a  consultant  to the
Company  regarding  such matters and at such times  requested by the Board or by
the Chief  Executive  Officer of the  Company,  and as agreed to by  Greenfield.
Greenfield may also make public  appearances  on behalf of the Company,  if any,
upon such request and as agreed in his  discretion.  The Company shall  promptly
pay or reimburse  Greenfield for all reasonable expenses incurred or paid by him
in the performance of such services,  provided that Greenfield properly accounts
therefor in accordance with the policies of the Company.

         11.  Other Payments, Benefits and Duties.

         11.1.  Payments.

         11.1.1 Annual Payment After the Severance  Period.  In consideration of
the services specified in Paragraph 10, and in consideration of the covenants in
Paragraph  6.1,  beginning  as of three years after  termination  of the Term of
Employment,  the Company shall pay Greenfield,  during his lifetime,  the annual
sum of $75,000 payable  quarterly,  and provide the benefits  specified below in
this Paragraph 11. Such payments,  and the benefits  provided in Paragraphs 11.3
and 11.4,  shall terminate upon  Greenfield's  notice to the Company pursuant to
Paragraph 6.3.5.

         11.1.2 Annual Adjustment.  The payment provided for in Paragraph 11.1.1
shall  increased  annually by the percentage  increase,  if any, in the Consumer
Price Index for Class C cities in the Northeast  Region for the preceding  year,
as  promulgated  by the Bureau of Labor  Statistics  of the U.S.  Department  of
Labor, or a successor index or comparable index for Chittenden County,  Vermont,
if one shall be  determined  by the Bureau of Labor  Statistics.  This  increase
shall begin  effective upon the  anniversary of the first year of payments under
Paragraph  11.1.1,  and shall continue  annually until the year that  Greenfield
attains age 65.


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         11.2.  Insurance.

         11.2.1 Health Insurance. Greenfield, his wife or significant other, and
         his  dependents,  may remain  persons  covered by the Company's  health
         insurance plan after the Term of Employment and until such time as both
         Greenfield and his wife (or significant  other) qualify for federal and
         state  Medicare  benefits as they may then be available,  by paying the
         Company's  normal COBRA rate then in effect from time to time, with the
         deductible  then in  effect  for a person  with the  salary  rate  that
         Greenfield had immediately before retirement, provided that the Company
         makes such coverage  generally  available to its employees.  Nothing in
         this  Agreement  shall  preclude the Company from selecting a different
         health insurance plan.

         11.2.2 Life Insurance.  The Company shall have in place, within 30 days
         after the date of this Agreement,  a "whole life"  insurance  policy on
         Greenfield's life, with a death benefit of $1 million, with the present
         insurance  carrier of the Company's  policy on  Greenfield's  life. The
         policy shall be owned by the Company.  Upon  termination of the Term of
         Employment,  and upon notice by Greenfield effective not before January
         1, 1999, the Company shall assign ownership of the policy to Greenfield
         as sole owner of the policy with the right to redeem the net cash value
         of the policy,  to assign the policy,  and to designate  beneficiaries.
         The Company  shall pay the  premiums due on the life  insurance  policy
         until it becomes "self- funding."

         11.3 Founder's Office. The Company shall provide a Founder's Office, of
similar functionality and expense to the Founders' Office described in Paragraph
4.8, in a place in Vermont to be designated  by Greenfield  (subject to approval
by of the Company, which shall not be unreasonably withheld) for a period of two
years (but not after the death of Greenfield) after expiration or termination of
the Term of Employment.

         11.4 Free Products for Life.  The Company shall provide to  Greenfield,
and after his death shall  provide to two persons  designated  by  Greenfield in
writing before his death, reasonable amounts of free ice cream and other Company
products for their respective lives. Furthermore,  when Greenfield is a material
participant  in or supporter  of any public  event,  the  interests of which are
aligned  with  the  Company's  statement  of  values,   entitled  "Leading  with
Progressive  Values Across our  Business,"  adopted by the Board of Directors of
the Company on November 20, 1997, a copy of which is attached  hereto as Exhibit
D, as amended by the Board from time to time, the Company will provide,  free of
charge,  a  reasonable  and adequate  amount of Ben & Jerry's  products for each
person reasonably expected to attend such events.

         11.5 Breach.  Wilful breach by Greenfield of the material provisions of
Paragraph  2.2, 3, 5.1,  6.1, 8, or 11.6,  if not remedied  within 30 days after
notice by the Company to  Greenfield,  shall  entitle the  Company,  as a remedy
under  Paragraph  13.2,  to terminate  its  obligation  to make  payments  under
Paragraph 11.1 or to provide benefits under Paragraphs 11.3 and 11.4 of this


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Agreement. Payments by the Company that would, but for this Paragraph 11.5, have
been  made to  Greenfield,  shall  be made by the  Company  to an  escrow  agent
mutually  agreeable to the Company and to  Greenfield,  and shall be distributed
from escrow to the Company or to  Greenfield  upon final  judgment or settlement
pursuant to a proceeding under Paragraph 13.2.

         11.6  Non-Company  Activities.  In  conducting  non-Company  activities
during  the Term of  Employment,  during  the  Severance  Period or  thereafter,
Greenfield agrees to comply with the following provisions:

         11.6.1            No Agency. Greenfield will not hold himself as acting
                           on behalf of the Company. Greenfield has no authority
                           to  act  for  or to  bind  the  Company  without  the
                           approval  of  the  Chief  Executive  Officer  of  the
                           Company.

         11.6.2            Letterhead.  So  long  as he  is a  director  of  the
                           Company,  and  subject  to  Paragraph  2.2  (which if
                           applicable requires the Exhibit A procedure specified
                           in  Paragraph   2.2),   Greenfield  may  use  Company
                           letterhead  imprinted  with  the  legend  set  out on
                           Exhibit E, or such other legend as may be  reasonably
                           acceptable  to the Company,  that he is acting in his
                           personal  capacity and is not acting on behalf of the
                           Company.

         11.6.3            Company  Resources.  Other  than  the  resources  and
                           personnel  of  the  Founders  Office  provided  under
                           Paragraphs  4.8 and  11.3,  Greenfield  will  not use
                           Company   personnel  or  resources  except  with  the
                           express   written  consent  of  the  Chief  Executive
                           Officer of the Company.

         11.7  Directorship.  Service  as a  director  of  the  Company  or  any
compensation therefor is not covered by this Agreement.

         11.8  Services  after  the  Term  of  Employment.  After  the  Term  of
Employment,  Greenfield  may perform  services for the  Company,  in addition to
those in Paragraph  10, as are mutually  agreed from time to time by  Greenfield
and the Board or the  Chief  Executive  Officer,  provided  that his  reasonable
out-of-pocket  expenses are advanced or  reimbursed  to him by the Company,  and
subject to agreement regarding other terms and conditions, if any.

         12. Notices. All notices, requests,  consents and other communications,
required or  permitted  to be given  hereunder  shall be in writing and shall be
deemed to have been duly given if delivered  personally  or mailed  first-class,
postage  prepaid,  by registered or certified mail,  addressed as follows (or to
such other  address as either party shall  designate by notice in writing to the
other in accordance herewith):


<PAGE>




                  If to the Company:

                  Ben & Jerry's Homemade, Inc.
                  30 Community Drive
                  South Burlington, Vermont 05403
                  Attention: President

                  If to Greenfield:

                  585 South Road
                  Williston, VT 05495

         13.  General.

         13.1 Governing  Law. This Agreement  shall be governed by and construed
and enforced in accordance with the laws of the State of Vermont (other than its
rules for choice of law).

         13.2 Dispute  Resolution.  All disputes concerning this Agreement shall
be  resolved , and all  remedies  shall be  available,  only as provided in this
Paragraph 13.2.

         13.2.1            In the event that one party  believes the other party
                           to  have   committed   a  material   breach  of  this
                           Agreement,  for which  the  party  wishes to pursue a
                           remedy,  then the party  shall give 30 days notice of
                           the breach.

         13.2.2            Upon written notice by either party, the parties each
                           agree to select a mediator and to promptly mediate in
                           good faith any controversy,  claim or dispute arising
                           between the parties arising out of or related to this
                           Agreement,  its  performance or any breach or claimed
                           breach thereof.

         13.2.3            In the event that such non-binding mediation does not
                           resolve any such matter,  then such  matter,  and any
                           other  dispute  arising  under  this  Agreement,  the
                           parties  irrevocably  submit to the  jurisdiction and
                           venue of the  United  States  District  Court for the
                           District  of Vermont at  Burlington  and the  Vermont
                           Superior Court for Chittenden  County for the purpose
                           of any suit or  other  proceeding  arising  out of or
                           based  upon  this  Agreement  or the  subject  matter
                           hereof,  and agrees that any such  proceeding will be
                           brought or maintained only is such court.

         13.3 Captions.  The section headings contained herein are for reference
purposes only and shall not in any way affect the meaning or  interpretation  of
this Agreement.

         13.4 Entire  Agreement.  This Agreement sets forth the entire agreement
and  understanding  of the parties  relating to the subject matter  hereof,  and
supersedes all prior arrangements,  arrangements and understandings,  written or
oral,  between the  parties  relating to the  subject  matter  hereof  except as
provided in the last sentence of Paragraph 3.1 Certain


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provisions of this Agreement  survive the Term of Employment and any termination
of payments by the Company, including Paragraphs 3, 5, 6, 8, 10, 11, and 13.

         13.5 No Other Representations. No representation, promise or inducement
has been  made by either  party  that is not  embodied  in this  Agreement,  and
neither party shall be bound or liable for any alleged  representation,  promise
or inducement not so set forth.

         13.6 Assignability. Subject to Paragraph 3.6, this Agreement may not be
assigned by Greenfield or the Company, except that Greenfield may assign part or
all of payments from the Company for the benefit of his  dependents,  heirs,  or
beneficiaries,   and  the  Company  may  assign  this  Agreement  in  a  merger,
consolidation,  sale or transfer of all or substantially all of the business and
assets of the Company. Subject to the foregoing,  this Agreement shall bind each
party and its successors, heirs, personal representatives and assigns.

         13.7  Amendments;  Waivers.  This  Agreement may be amended,  modified,
superseded, renewed or extended and the terms or covenants hereof may be waived,
only by a written  instrument  executed by both of the parties hereto, or in the
case of a waiver, by the party waiving  compliance.  The failure of either party
at any time or times to require  performance of any provision hereof shall in no
manner affect the right at the later time to enforce the same. No waiver in this
Agreement,  whether by conduct or otherwise, in any one or more instances, shall
be deemed to be, or  construed  as, a further or  continuing  waiver of any such
breach,  or a waiver of the breach of any other terms or covenant  contained  in
this Agreement.

         13.8 No  Presumption.  This Agreement has been prepared by the parties'
lawyers to reflect  the  parties'  mutual  agreement.  No  presumption  shall be
implied or asserted that the terms of this Agreement are to be construed against
either party.

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.

                          BEN & JERRY'S HOMEMADE, INC.

                                            /s/ Perry D. Odak 
                                    By:     _________________________________
                                            Perry Odak
                                            Chief Executive Officer
                                            Duly Authorized

                                            /s/ Jerry Greenfield 
                                            ---------------------------------
                                            Jerry Greenfield


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