IMPORTATION AND MARKETING AGREEMENT

This  Agreement is made this December 19, 1997 by and among  SEVEN-ELEVEN  JAPAN
Co.,  Ltd., a Japanese  corporation  with its office at 1-4  Shibakoen  4-chome,
Minato-ku, Tokyo 105 Japan (hereinafter called "SEVEN-ELEVEN"), TOWER ENTERPRISE
Corporation,  a  Japanese  corporation  with its  office at 6F Aoyama  Sun Crest
Bldg., 13-5 Kita-Aoyama 2-chome,  Minatoku,  Tokyo 107 Japan (hereinafter called
"TOWER"), ATF Co., Ltd., a Japanese corporation with its office at 6F Aoyama Sun
Crest Bldg., 13-5 Kita-Aoyama 2-chome,  Minato-ku,  Tokyo 107 Japan (hereinafter
called  "ATF") on the one  hand,  and BEN & JERRY'S  HOMEMADE,  Inc.,  a Vermont
corporation with its office at 30 Community  Drive,  South  Burlington,  Vermont
05403-6828  U.S.A.  and  BEN  &  JERRY'S  HOMEMADE  HOLDINGS,  Inc.,  a  Vermont
corporation with its office at #7 Burlington Square,  Burlington,  Vermont 05401
U.S.A.(hereinafter collectively called "B&J") on the other hand.

WHEREAS,  SEVEN-ELEVEN,  acting on behalf of the Ito-Yokado  Group Companies (as
described in Annex 1 and hereinafter called "IY GROUP"),  has appointed TOWER as
importer into Japan  (hereinafter  called the  "TERRITORY") of certain ice cream
products (as defined in Article 2 of this Agreement and  hereinafter  called the
"PRODUCTS") manufactured by B&J in the United States; and

WHEREAS, TOWER, ATF and SEVEN-ELEVEN are affiliated companies: and

WHEREAS,  TOWER, acting on behalf of IY GROUP, has agreed to import the PRODUCTS
and sell the PRODUCTS to ATF,  which has been appointed by  SEVEN-ELEVEN  as the
vendor of the PRODUCTS; and

WHEREAS,  ATF has  agreed  to act on  behalf  of IY  GROUP  in Japan to sell and
distribute  the  PRODUCTS  for resale only in the  convenience  stores  owned or
operated by SEVEN-ELEVEN and the outlets of IY GROUP in the TERRITORY; and

WHEREAS,  B&J has agreed to produce  and supply the  PRODUCTS  to be sold in the
TERRITORY  by IY  GROUP  for  resale  only in the  convenience  stores  owned or
operated by SEVEN-ELEVEN and the outlets of IY GROUP in the TERRITORY;

NOW THEREFORE, it is mutually agreed as follows:

Article 1. (Appointment and Status)
         
         (1) B&J hereby agrees to produce and supply the PRODUCTS  which will be
         imported by TOWER and sold to ATF.

         (2)  SEVEN-ELEVEN  hereby appoints TOWER as the importer of PRODUCTS on
         behalf  of IY  GROUP  in the  TERRITORY  for the  purpose  to sell  the
         PRODUCTS to ATF as the vendor appointed by  SEVEN-ELEVEN.  TOWER hereby
         agrees to act as such importer.

         (3)  SEVEN-ELEVEN  hereby appoints ATF as the vendor of the PRODUCTS on
         behalf of IY GROUP in the  TERRITORY  for the sole  purpose of sale and
         distribution of the PRODUCTS for resale only in the convenience  stores
         owned or operated by SEVEN-ELEVEN and the stores of the IY GROUP in the
         TERRITORY. ATF hereby agrees to act as such vendor.


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         (4) B&J hereby agrees that all transactions  with  SEVEN-ELEVEN and the
         stores of the IY GROUP will be executed through TOWER and ATF; however,
         SEVEN-ELEVEN  will be  ultimately  responsible  for  TOWER'S  and ATF'S
         actions and/or nonactions hereunder.

Article 2. (PRODUCTS)

In this  Agreement,  PRODUCTS  means  ice  cream  in 120ml  cups  and ice  cream
novelties (as described in Article 4, sub paragraph 4 and such other products as
may be mutually agreed to),  including their packaging bearing the trademarks of
B&J (as defined in Article 12),  manufactured  by B&J in compliance with quality
and  technical  specifications  agreed upon  between  SEVEN-ELEVEN  and B&J, and
further  within  the  range  of  reasonable  allowances.  All  parties  will not
unreasonably withhold their approvals to any modifications of the specifications
proposed or  requested  by the other  party(ies).  Under no  circumstances  will
TOWER,  IY GROUP,  SEVEN-ELEVEN or ATF modify the PRODUCTS in any way, or modify
the packaging of the PRODUCTS in any way,  without the prior written  consent of
B&J.

Article 3. (Term)

         (1) The term of this Agreement shall begin on and from the date of this
         Agreement and end on March 31, 1999, unless sooner terminated  pursuant
         to Article 13 hereof.  SEVEN_ELEVEN  agrees to use its best  efforts to
         purchase  10,000,000  units or more during the first year for resale in
         convenience  stores in the  TERRITORY.  Either party may terminate this
         Agreement  effective  at the  end of the  term or any  renewal  term by
         giving  notice  to the  other of its  intention  not to  continue  this
         Agreement  three (3)  months  prior to the  expiration  the term or any
         renewal  thereof;  failure  to so timely  notify by either  party  will
         constitute an extension of the term for another one (1) year term.

         (2) In the event of  termination  of this  Agreement  at the end of the
         term or any renewal term, or any sooner termination for any reason, B&J
         will be freed and  discharged,  and the other parties to this Agreement
         hereby  expressly  release  and  discharge  B&J of and from any and all
         obligations or liability whatsoever, arising hereunder or in connection
         with any manner or thing relating to, or in any manner  connected with,
         the  subject  matter  of  this   Agreement.   The  foregoing  right  of
         termination  and the additional  right of non-renewal at the end of the
         stated term are absolute, and neither B&J nor the other parties to this
         Agreement  will be  liable  to the  other  because  of  termination  or
         non-renewal  hereof  (whether with or without cause) for  compensation,
         reimbursement, or damages on account of the loss of prospective profits
         on  anticipated  sales,  or on  account of  expenditures,  investments,
         leases or commitments  in connection  with the business or good will of
         B&J or the Japanese parties to this Agreement,  or for any other reason
         whatsoever.  Nothing  herein is  intended to relieve any party from any
         obligation to pay any unpaid  balances for PRODUCTS  ordered or shipped
         hereunder prior to termination or expiration,  unless such  termination
         or expiration is not caused by B&J.


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         (3)  Pursuant  to  the   provisions  of  Article  3  Paragraph  1,  the
         termination of this Agreement will operate as a cancellation, as of the
         date  thereof,  of all orders  that have not been  prepared  by B&J for
         shipment,  and thereafter  B&J will have no obligation  with respect to
         orders so cancelled.

Article 4. (Test Market)

         (1) The parties  intend to launch the sale of the  PRODUCTS in Japan in
         April 1998. Such launch date may be adjusted by mutual agreement of the
         parties,  but the parties agree to use their respective best efforts to
         insure that the launch date is not unduly delayed.

         (2) The parties will  commence a Test Market study on or about  January
         5, 1998. The Test Market will consist of five  different  product items
         or stock keeping  units,  with 2,000 units of PRODUCTS for each product
         item,  or 10,000  total units of  PRODUCTS.  The parties  will  jointly
         decide which of SEVEN-ELEVEN's  convenience  stores will participate in
         the  Test  Market  and the  appropriate  retail  price  points  for the
         PRODUCTS in the Test Market.

         (3)  All Test Market data will be shared by SEVEN-ELEVEN with B&J.

         (4) The Test Market flavors mutually agreed upon by the parties are (i)
         Banana Chocolate  Walnut,  (ii) Vanilla & Nuts, (iii) Chocolate Brownie
         Walnut, (iv) Coffee Chocolate Chunk and (v) Vanilla & Peaches.

         (5) B&J has supplied SEVEN-ELEVEN with thirty (30) units of each of the
         listed five flavors for internal testing.

         (6) SEVEN-ELEVEN will conduct the Test Market in an efficient manner so
         as to maximize the amount of useful information  obtained from the Test
         Market.

Article 5. (Purchase Transactions)

         (1) After  the Test  Market,  SEVEN-ELEVEN  will give B&J and TOWER its
         (SEVEN-ELEVEN'S)  sales-plan  of  PRODUCTS  by items.  By no later than
         February  6, 1998  SEVEN-ELEVEN  will give B&J the first 90 day rolling
         forecast for the 3 months  beginning March 1, 1998. B&J will supply the
         form and  requirements for the rolling  forecast.  The first 60 days of
         the forecast are non-cancelable and  nonrescheduleable  and the last 30
         days of the forecast are  non-cancelable  but are  rescheduleable.  The
         forecast will be updated each month beginning on April l, 1998 and will
         be provided to B&J by the first Monday of each month.  However,  in the
         event  SEVEN-ELEVEN  and/or ATF request for the increase of the ordered
         quantity,  B&J will use its best efforts to provide  these  quantities.
         TOWER  will  place  corresponding  firm  orders  for  the  PRODUCTS  in
         individual purchase orders between B&J and TOWER.


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         (2) The  individual  contracts of sale will become  effective  when the
         written acceptance from B&J of the purchase order is issued by B&J.

         (3)  Delivery  of all  PRODUCTS  to  TOWER  by B&J  will be made on ex.
         factory and / or ex distribution  center basis at B&J's factory(ies) in
         Vermont in the United  States.  Upon  delivery  to the shipper at B&J's
         factory(ies)  in  Vermont,  title to and all risks of loss or damage to
         the PRODUCTS  will pass to TOWER from B&J.  Heat damage or other damage
         caused by the shippers or occurring  during  shipment  will be the sole
         responsibility  of  TOWER  and  SEVEN-ELEVEN,  and  B&J  will  have  no
         responsibility   therefor.   SEVEN-ELEVEN   has   notified   B&J   that
         SEVEN-ELEVEN has selected the firm of Itochu  International Inc. of Los
         Angeles,  California to be  SEVEN-ELEVEN's  exclusive agent to ship the
         PRODUCTS from Vermont to Japan.

         (4) All costs of transporting, shipping and importing the PRODUCTS into
         Japan,  including  any  taxes,  insurance  premiums  or costs,  customs
         duties, tariffs or other impositions, will be borne solely by TOWER and
         SEVEN-ELEVEN.

         (5) The items,  prices  and other  specifications  of each  transaction
         between B&J and TOWER will be as agreed upon by B&J and TOWER,  subject
         to the terms and conditions of this Agreement. SEVEN-ELEVEN may provide
         information and suggestions to TOWER or B&J regarding items, prices and
         other  specifications  relating  to the  sale of  PRODUCTS  under  this
         Agreement.

Article 6. (Price and Payment)

         (1) Prices  applicable to any orders for PRODUCTS to be placed by TOWER
         to B&J will be quoted in U.S.  dollars.  Payments for the PRODUCTS will
         be in U.S. dollars.  The parties mutually agree that the purchase price
         of the PRODUCTS is US$0.61 per unit.  This purchase price is predicated
         on the Japanese Yen / US $ exchange  rate being Y120 / US$1.  The price
         of $0.61 per unit will remain fixed up to Y126 and down to Y114. In the
         event the Japanese Yen / US$ exchange rate fluctuates 10% above Y126 or
         10% below Y114 then the parties agree to share  (50%/50%) the said 10%.
         Said  purchase  price will be subject to  adjustment  as  provided  for
         below. If the fluctuation is more than 10% in either direction then the
         parties agree to meet to discuss a mutually  acceptable purchase price.
         The US$0.61 constitutes the initial price.

          (2) The price  will be  subject  to review  by the  parties  every six
         months beginning September 1, 1998. If the parties cannot agree upon an
         amendment to the price,  then B&J will have no  obligation  to ship any
         orders  until the parties have  mutually  agreed upon the price for the
         items in that order or upon renewing or amending the existing price.

         (3)  Payment  by TOWER  to B&J  will be made by  means  of  irrevocable
         commercial  letter of credit  established by TOWER in a form reasonably
         acceptable to B&J. This irrevocable commercial


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         letter of credit will be payable at sight and be from a bank reasonably
         acceptable  to B&J.  The  letter  of credit  shall be in United  States
         dollars and in an amount  equal to the  purchase  price of the PRODUCTS
         ordered by SEVEN-ELEVEN and accepted by B&J. All associated charges are
         for TOWER'S account. Each letter of credit will be opened and delivered
         to B&J at the time the corresponding purchase order is placed with B&J.

         (4) The parties have agreed that the Test Market purchase price for the
         PRODUCTS will be sixty-one cents (US$0.61) per unit. The parties agreed
         to  equally  (50%/50%)  share  the  cost of the  Test  Market  PRODUCTS
         (US$0.61) and, air fares to ship the Test Market PRODUCTS to Japan.

Article 7. (Restrictions on Sale of PRODUCTS)

         (1) If the Test Market is  successful  (as  mutually  agreed to by both
         parties) and the launch date is in April, 1998, B&J agrees that it will
         not  sell  the  originally   selected   PRODUCTS  items  to  any  other
         convenience  store  operator in the  TERRITORY  for a period of six (6)
         months from the launch date.

         (2)  SEVEN-ELEVEN  will  have  the  right  to  ask  B&J to  extend  the
         exclusivity  on the  originally  selected  PRODUCTS in the  convenience
         store channel of  distribution  for an  additional  six (6) months only
         provided  that:  (i)  SEVEN-ELEVEN  gives B&J notice of such  intent no
         later than sixty (60) days  before the end of the first six (6) months'
         period  following  the launch  date,  and (ii) the  parties  agree to a
         minimum  quantity  guarantee  of the  purchase  of  specific  units  by
         SEVEN-ELEVEN.

         (3)  SEVEN-ELEVEN  agrees that all of IY GROUPS's  requirements for the
         PRODUCTS will be bought directly from B&J.

         (4) TOWER will not sell the PRODUCTS to any third party or vendor other
         than ATF,  and ATF will act as the vendor of the  PRODUCTS for IY GROUP
         pursuant  to  Article 1, and shall not sell the  PRODUCTS  to any third
         party except as specifically  provided in this Agreement.  SEVEN-ELEVEN
         and IY GROUP will  purchase  the PRODUCTS  only  through  ATF.  Neither
         SEVEN-  ELEVEN nor TOWER nor ATF will  export  PRODUCTS  outside of the
         TERRITORY and said parties are  expressly  prohibited  from  soliciting
         sales for the PRODUCTS  outside of the  TERRITORY.  Said parties  agree
         that  they  will not  distribute  any  PRODUCTS  to any party or in any
         manner dispose of any PRODUCT under  circumstances  where they know, or
         in the exercise of prudent  business  judgment  should know,  that such
         activity  ultimately  will  result in the  exporting  of such  PRODUCTS
         outside  the  TERRITORY.   This  Agreement   permits   SEVEN-ELEVEN  to
         distribute the PRODUCTS only through its convenience stores,  which are
         owned by  SEVEN-ELEVEN  and/or  operated by third parties under license
         from  SEVEN-ELEVEN and the outlets of the IY GROUP. This Agreement does
         not  permit  any  other   distribution   under  any  other  channel  of
         distribution in the TERRITORY.

         (5) SEVEN-ELEVEN  will sell and distribute the PRODUCTS only for resale
         through the SEVEN-ELEVEN  convenience stores and IY GROUP oulets in the
         TERRITORY.


<PAGE>





Article 8. (Business Secrecy)

         (1) Each of the  parties  will not divulge or disclose to a third party
         or parties any and all matters and information of a confidential nature
         related to the terms of this Agreement,  the Test Market,  the business
         transactions and the PRODUCTS, which have come to its knowledge through
         transactions under this Agreement,  including those which were known to
         the  respective  parties at the time of the signing of this  Agreement.
         The provisions of this paragraph do not apply to matters or information
         which are in the public domain and which any party  otherwise  procures
         lawfully  from other  sources  and has the right to  disclose  to other
         parties.

         (2) The  obligations  undertaken  by the  parties  hereto  pursuant  to
         Article 8(1) will survive termination of this Agreement and will remain
         in effect and be  binding  on the  parties  hereto  indefinitely  after
         termination of this Agreement.

Article 9. (Marketing)

         (1)  TOWER,  SEVEN-ELEVEN  and ATF agree to use their  respective  best
         efforts to vigorously promote and achieve maximum sales of the PRODUCTS
         in the  TERRITORY  and will use  their  best  efforts  to  exploit  and
         service, and sell the maximum amount of PRODUCTS through SEVEN-ELEVEN's
         convenience store and IY GROUP outlets in the TERRITORY.

         (2) TOWER, SEVEN-ELEVEN and ATF will be responsible,  at their own sole
         expense  and  cost,  to  design,  manufacture  and  place  all point of
         purchase  displays  and  advertising  materials  for  promotion  of the
         PRODUCTS in the  SEVEN-ELEVEN  convenience  stores and IY GROUP outlets
         located in the  TERRITORY.  All  advertising,  brochures,  displays and
         other marketing literature in any way relating to the PRODUCTS or using
         the B&J MARKS  will be subject to the prior  written  approval  of B&J,
         both with respect to copy and mode of use.

          (3) SEVEN-ELEVEN and B&J will review annually the selection of PRODUCT
         items and may mutually  agree on  substituting  one or more new PRODUCT
         items for the PRODUCT items designated in this Agreement.

         (4) B&J  will use its  best  efforts,  subject  to  force  majeure,  to
         manufacture  sufficient  quantities of the PRODUCTS, in accordance with
         the mutually agreed  specifications,  to satisfy the market demands and
         purchase  requirements of the  SEVEN-ELEVEN  convenience  stores and IY
         GROUP  outlets  in the  TERRITORY,  as  indicated  to TOWER  and B&J by
         SEVEN-ELEVEN and ATF.

         (5) B&J will be  responsible  for  building  of the B&J brand image and
         awareness of PRODUCTS in the TERRITORY,  either  directly or through an
         agent of B&J's choice.

         (6) The parties  acknowledge  that B&J intends to distribute or license
         for distribution its products, bearing or using the


<PAGE>




         B&J MARKS,  in the TERRITORY  through third parties.  TOWER,  IY GROUP,
         SEVEN-ELEVEN  and ATF acknowledge  that they have no exclusivity of any
         kind,  other  than  as  specifically  described  in  Article  7 of this
         Agreement.

Articie 10. (Notices)

         (1) Any notice between B&J and other  Japanese  parties in reference to
         this Agreement shall be in writing in the English language.

         (2) All notices, requests or other communications required or permitted
         to be given  hereunder  shall be in writing  and shall be sent by mail,
         facsimile or e-mail to the other  parties at their  addresses set forth
         below or to such other  addresses  as may from time to time be notified
         by one party to the  others.  Any such  notice,  agreement  or  consent
         dispatched by facsimile or e-mail shall be confirmed by registered mail
         or any reliable courier service return receipt required.

               To:  SEVEN-ELEVEN 
                    SEVEN-ELEVEN JAPAN Co., Ltd.
                    1-4 Shibakoen 4-chome, Minato-ku, Tokyo 105 Japan
                    Phone: 3-3459-6609
                    Facsimile: 3-3459-3766
                    E-mail:

               To:  TOWER
                    TOWER ENTERPRISE Corporation
                    6F AOYAMA SUN CREST Bldg.
                    13-5 Kita-Aoyama 2-chome, Minato-ku, Tokyo 107 Japan
                    Phone: 3-3497-5381
                    Facsimile: 3-3497-5383
                    E-mail:

               To:  ATF 
                    ATF Corporation 6F AOYAMA SUN CREST Bldg.
                    13-5 Kita-Aoyama 2-chome, Minato-ku, Tokyo 107 Japan
                    Phone: 3-3497-1811
                    Facsimile: 3-3497-1825
                    E-mail:

               To:B&J
                    BEN & JERRY'S HOMEMADE, Inc.
                    30 Community Drive
                    South Burlington, Vermont 05403-6828 U.S.A.
                    Phone: 802-651-9600
                    Facsimile: 802-651-9618
                    E-mail:

         (3)  All  notices  shall  be  deemed  to  have  been  given  when  duly
         transmitted by facsimile or e-mail, or delivered by mail.

Article 11. (Warranty)


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         (1) B&J  warrants  that the  PRODUCTS  will  comply  with  quality  and
         technical   specifications  agreed  upon  among  the  parties  to  this
         Agreement  at the time  such  PRODUCTS  are  delivered  to the  shipper
         ex-works  of B&J in  Vermont.  If  TOWER  discovers  a  failure  of the
         PRODUCTS to meet such specifications and notifies B&J within sixty (60)
         days after arrival of the PRODUCTS in Japan, then B&J, after confirming
         such defect or failure was a result of a manufacturing defect, shall at
         its own expense reimburse TOWER for the cost of the defective PRODUCTS,
         or deliver  replacement  PRODUCTS,  according  to the request of TOWER,
         unless  such  failure  to meet such  specifications  was  caused by the
         negligence or other act of TOWER,  IY GROUP,  ATF,  SEVEN-ELEVEN or any
         transporter  and/or other third party after  delivery to the shipper in
         Vermont.  Notwithstanding the foregoing, TOWER retains the right to ask
         B&J to replace  PRODUCTS at cost,  which contain foreign  articles even
         after the above 60 days.

         (2) If any claim is made or any suit or action  is  instituted  against
         TOWER  and/or  IY GROUP in regard  with the  Product  Liability  or the
         "Imperfection-based  Liability"  described in the  Japanese  Civil Code
         No.570,  B&J shall  cooperate in the defense and the settlement of such
         claim,  suit or action.  B&J will at its own expense indemnify and hold
         harmless  TOWER  and IY GROUP  from  and  against  any and all  losses,
         damages, claims and related cost (including reasonable attorney's fees)
         arising out of the  defective  manufacture  of the PRODUCT  unless such
         claim, suit or action arises from the negligence or other act of TOWER,
         IY GROUP, ATF, SEVEN-ELEVEN or any transporter and/or other third party
         after  delivery to the  shipper in Vermont,  in which case TOWER and IY
         GROUP will at their own expense  indemnify  and hold  harmless B&J from
         and  against  any and all  losses,  damages,  claims and  related  cost
         (including reasonable attorney's fees).

         (3) The  obligations  of the  parties in this  Article 11 will  survive
         cancellation, termination, rescission or expiration of this Agreement.

Article 12. (Trademarks and Other Rights)

         (1) B&J represents and warrants that its current and future trademarks,
         designs,  logo-marks and other industrial property rights (as described
         in Annex 3 and  hereinafter  collectively  called "B&J  MARKS") are and
         will be legal for TOWER to use in the TERRITORY in connection  with the
         sale  and  distribution  of  the  PRODUCTS  during  the  term  of  this
         Agreement,  and TOWER,  to the best of B&J's  knowledge and belief,  is
         free from any infringement of patent, design,  trademark,  copyright or
         other  industrial  property  right of any third party.  Annex 3 will be
         modified from time to time by B&J upon the creation and/or registration
         of new or current B&J MARKS.  Notwithstanding  the  foregoing,  nothing
         herein shall be  construed as granting to the Japanese  parties to this
         Agreement  a license  to use the B&J MARKS or any other  trademarks  or
         trade names of B&J.

         (2) B&J will at its own expense  register  and hold all legal rights of
         and to the B&J MARKS. TOWER and SEVEN-ELEVEN will


<PAGE>



         cooperate  with B&J to protect  and defend the B&J MARKS in  accordance
         with any  request  from  B&J.  TOWER,  IY GROUP,  SEVEN-ELEVEN  and ATF
         acknowledge that B&J is the sole owner of the B&J MARKS, that they will
         not use or claim any rights in the B&J MARKS, except for the purpose of
         the sale,  promotion and  distribution  of the PRODUCTS as permitted in
         this Agreement, and that they will not license,  sublicense or register
         the B&J MARKS in the TERRITORY or any other location or jurisdiction.

         (3) The B&J  MARKS  will not be used by TOWER,  IY GROUP,  SEVEN-ELEVEN
         and/or ATF in any manner with any  products of any nature  manufactured
         or sold by or on behalf of TOWER,  IY GROUP,  SEVEN-ELEVEN  and/or ATF,
         except  for the  PRODUCTS  manufactured  by B&J and sold to  TOWER  and
         SEVEN-ELEVEN under this Agreement.

         (4) Whether or not B&J  succeeds in obtaining  registrations  of any or
         all of the B&J MARKS in the TERRITORY, all of the other parties to this
         Agreement  acknowledge B&J's  proprietary  rights therein and undertake
         not to do anything,  during or after the term of this Agreement,  which
         could adversely affect such proprietary  rights or the  distinctiveness
         of the aforesaid  trademarks.  TOWER,  IY GROUP,  SEVEN-ELEVEN  and ATF
         agree  that  they  will not use or  display  the B&J  MARKS in  product
         literature,  or in connection with the sale,  promotion or distribution
         of the PRODUCTS at trade shows or  elsewhere,  or in any other  manner,
         which has not received the prior written approval of B&J.

         (5) If TOWER and/or SEVEN-ELEVEN  discover any infringement or improper
         use of the B&J MARKS, TOWER and SEVEN-ELEVEN will give prompt notice to
         B&J of such infringement or improper use.

         (6) The  right of  TOWER,  ATF  and/or  IY GROUP to sell,  promote  and
         distribute  the PRODUCTS under this  Agreement,  using the B&J MARKS as
         permitted  under  this  Agreement,   will  survive  the   cancellation,
         termination, rescission or expiration of this Agreement for a period of
         time  not  to  exceed  one  hundred   eighty   (180)  days  after  such
         cancellation,  termination, rescission or expiration until the PRODUCTS
         purchased from B&J and remaining in stock of TOWER, ATF and/or IY GROUP
         are sold out.

Article 13. (Termination)

         (1) B&J may  terminate  this  Agreement  by giving a written  notice to
TOWER in the event:

                              i) if TOWER, IY GROUP, ATF or SEVEN-ELEVEN becomes
                              insolvent or any voluntary or involuntary petition
                              in bankruptcy or for corporate  reorganization  is
                              filed by or against any such party,  or a receiver
                              is appointed  with respect to any of the assets of
                              any such party,  or  liquidation  proceedings  are
                              commenced by or against any such party; or

                              ii)  if  any  such  party  defaults  in any of the
                              provisions  of this  Agreement and does not remedy
                              the  default  within  thirty  (30)  days  after  a
                              written notice is given requesting that the


<PAGE>




                              default be remedied.

         (2) TOWER or  SEVEN-ELEVEN  may  terminate  this  Agreement by giving a
         written notice to B&J in the event:

                              i)if B&J becomes  insolvent  or any  voluntary  or
                              involuntary   petition   in   bankruptcy   or  for
                              corporate  reorganization  is filed by or  against
                              B&J, or a receiver is  appointed  with  respect to
                              any  of  the   assets  of  B&J,   or   liquidation
                              proceedings are commenced by or against B&J; or

                              ii) if B&J  defaults in any of the  provisions  of
                              this  Agreement  and does not remedy  the  default
                              within thirty (30) days after a written  notice is
                              given requesting that the default be remedied.

Article 14. (Assignment)

No party to this  Agreement  will  assign,  pledge or  otherwise  dispose of its
rights,  or delegate its duties,  under this Agreement without the prior written
consent of the other parties to this Agreement.

Article 15. (Other provisions)

         (1) This Agreement  constitutes the entire  agreement in respect of the
         business  hereby  contemplated  by and among the  parties  hereto,  and
         supersedes all previous  agreements,  negotiations  and  commitments in
         respect thereto. This Agreement will be binding on affiliates of TOWER,
         SEVEN-ELEVEN and ATF.

         (2) The failure of any party hereto to enforce any of the provisions of
         this Agreement or to exercise any right  hereunder shall not constitute
         a waiver  of the  same or  prejudice  its  right  to  enforce  the same
         thereafter.

         (3) No party will be in default  under this  Agreement by reason of its
         delay  in  the  performance  of  or  failure  to  perform  any  of  its
         obligations  hereunder  if the delay or failure  is caused by  strikes,
         acts of God or the public enemy, riots,  incendiaries,  interference by
         civil or military authorities, compliance with governmental laws, rules
         or  regulations,  delays in transit or  delivery,  inability  to secure
         governmental  priorities for materials, or any fault beyond its control
         or without its fault or negligence.

         (4)  The  relationship  between  B&J  and  the  other  parties  to this
         Agreement  is that of  Licensor/vendor  and  Licensee/vendee.  Under no
         circumstances will TOWER, SEVEN-ELEVEN or ATF be deemed to be agents or
         representatives  of B&J,  nor will any of them  have the right to enter
         into any  contracts or  commitments  in the name of B&J or otherwise to
         bind or commit B&J.


<PAGE>





         (5) This  Agreement  will be modified only by mutual consent in writing
         of subsequent  date signed by the duly  authorized  representatives  of
         each party to this Agreement.

         (6) TOWER and SEVEN-ELEVEN will obtain any and all approvals, licenses,
         FTC (Japan) approvals or consents,  and satisfy any and all other legal
         requirements  to enter into this  Agreement,  import and  transport the
         PRODUCTS  into the  TERRITORY,  and sell,  promote and  distribute  the
         PRODUCTS in the  TERRITORY  as  provided  for or  contemplated  in this
         Agreement.

         (7) The English language shall govern this Agreement,  and will be used
         in any  legal or  dispute  resolution  proceedings  among  the  parties
         relating to this Agreement.

         (8) All disputes arising from the signing of or in connection with this
         Agreement  will be  settled by  negotiations  of the  parties  during a
         period of thirty (30) days after such  dispute  arises.  If the parties
         cannot reach a negotiated  settlement  within such  thirty-day  period,
         then all disputes, differences, or questions between any of the parties
         concerning  the  construction,   interpretation   and  effect  of  this
         Agreement  or  any  clause  in  this  Agreement,   or  the  rights  and
         liabilities  of the  parties,  will be settled by binding  arbitration.
         Either  party  may  send  to  the  other  party  a  notice  asking  for
         arbitration  and appointing its arbitrator.  Within one (1) month,  the
         other party or parties will  indicate  the name of its own  arbitrator,
         failing which,  an arbitrator will be appointed by the President of the
         respective arbitration  associations.  The two arbitrators so appointed
         will meet  within  one (1)  month  after  the  appointment  of the last
         arbitrator. If they do not agree as to their decision, they will choose
         a third  arbitrator,  and if they do not agree  within one (1) month on
         the choice of that  arbitrator,  the third arbitrator will be appointed
         by  the  President  of the  respective  arbitration  associations.  The
         decision will be made by a majority of the arbitrators. The arbitration
         will take place in New York,  New York  (U.S.A.),  in cases  where such
         disputes  are  initiated  against  B&J and in  Tokyo,  Japan  when such
         disputes  are  initiated   against  those  parties  in  Japan.  If  the
         arbitration   takes  place  in  New  York,  the  American   Arbitration
         Association  rules and procedures  will be used and if the  arbitration
         takes  place in Tokyo,  the Japan  Commercial  Arbitration  Association
         rules and procedures  will be used. In either case the laws of the Sate
         of  Vermont  and/or  the  United  States  will be used  in  reaching  a
         decision.   The  decision  of  the  arbitrators   will  be  final.  The
         arbitrators will attempt to avoid a general hearing.  The parties agree
         that each party shall bear the expense of its own arbitrator,  and that
         the  parties  will  split the  expense of any third  arbitrator.  Legal
         expenses of each party will be borne by that party, but the arbitrators
         will have the discretion  (but not the  obligation) to award legal fees
         to the prevailing party in the arbitration.

IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  Agreement  in
quadruplicate on the day and year first above written.








BEN & JERRY'S HOMEMADE, INC.             SEVEN-ELEVEN JAPAN CO., LTD.


/s/ Perry D. Odak                       /s/ Katsuhiko Ikeda
    CEO                                     Senior Managing Director
----------------------------             ----------------------------




TOWER ENTERPRISE CORPORATION             ATF CO. LTD.

/s/ Hideo Takai                         /s/ Masao Kono
    President                               General Manager
----------------------------             ----------------------------


<PAGE>






                                     ANNEX 1

As ANNEX I to the "Importation and Marketing Agreement" dated December 19, 1997,
wherein the Parties describe the "IY GROUP" as follows:

Seven-Eleven Japan Co., Ltd. (Convenience Store)
Ito-Yokado Co., Ltd. (Superstore)
Robinson's Japan Co., Ltd. (Department Store)
York Mart Co., Ltd. (Supermarket)
York-Benimaru Co., Ltd. (Supermarket)
Denny's Japan Co., Ltd. (Restaurant)
York Bussan Co., Ltd. (Quick Serve Restaurant)

This Annex 1 is executed this day of December 19, 1997.



BEN & JERRY'S HOMEMADE, INC.             SEVEN-ELEVEN JAPAN CO., LTD.

/s/ Perry D. Odak                       /s/ Katsuhiko Ikeda
    CEO                                     Senior Managing Director
----------------------------             ----------------------------




TOWER ENTERPRISE CORPORATION             ATF CO. LTD.

/s/ Hideo Takai                         /s/ Masao Kono
    President                               General Manager
----------------------------             ----------------------------