Exhibit 10.34
                             
                              EMPLOYMENT AGREEMENT

         This  Agreement  is made in  Burlington,  Vermont by and  between Ben &
Jerry's  Homemade,  inc.  (the  "Company"),  a  Vermont  corporation,  with  its
principal place of business at 30 Community  Drive,  South  Burlington,  Vermont
05403-6828,  and Angelo M. Pezzani,  an  individual,  living at 950 Laurel Glen,
Palo  Alto,  CA  94304  (the  "Executive"),  is  effective  as of the 1st day of
January, 1998 (the "Effective Date").

         WHEREAS, subject to the terms and considerations hereinafter set forth,
the  Company  wishes to employ the  Executive  as its Senior  Director--Business
Development and Executive wishes to accept such employment;

          NOW,  THEREFORE,  in consideration  of the foregoing  premises and the
     mutual  promises,  terms,  provisions,  and  conditions  set  forth in this
     Agreement, the parties hereby agree:

    1. Employment.

         a.  Employment by the Company.  Executive  agrees to be employed by the
Company  for the  Term of this  Agreement  upon the  terms  and  subject  to the
conditions  set forth in this  Agreement.  Executive  shall  serve as the Senior
Director--Business  Development  ("SDBD")  of the  Company  and shall  have such
duties as may be prescribed by the current Chief  Executive  Officer ("CEO") and
Executive shall serve in such other and/or additional position(s) as the current
CEO may determine from time to time. The SDBD will report directly to the CEO.

         b.  Performance  of  Duties.  Throughout  the  Term of this  Agreement,
Executive  shall  faithfully  and  diligently  perform   Executive's  duties  in
conformity with the reasonable  directions of the CEO and in conformity with the
terms  and  conditions  hereof  and  will  serve  the  Company  to the  best  of
Executive's  ability.  Executive shall devote  Executive's  entire working time,
attention  and energies to the  business and affairs of the Company,  subject to
vacations and sick leave in accordance with Company's policy.

         c. Place of Performance.  During the Term of this Agreement,  Executive
shall be based in the Company's offices in South Burlington,  Vermont. Executive
will be at the  Company's  principal  place of  business  in  South  Burlington,
Vermont and be ready, willing, and able to perform his Duties hereunder no later
than January 15, 1998.  Executive  shall maintain a residence in the Burlington,
Vermont area within reasonable access to Executive's place of employment.


2. Term.  Subject to earlier  termination  as hereafter  provided and subject to
renewal as provided below, the Executive's  employment  hereunder shall be for a
term of three (3) years,  commencing  on the  Effective  Date  hereof and ending
thirty-six  (36)  months  thereafter  on  December  31,  2000.  The term of this
Agreement, as from time to time extended or renewed, is hereafter referred to as
"the Term of this Agreement" or "the Term hereof". This Agreement shall continue
on a  year-to-year  basis  beyond  the end of the third year (or a later year if
this  Agreement  has  renewed),  unless the Company  notifies  the  Executive in
writing  not less than six (6)  months  prior to the end of the  third  year (or
applicable  later year) that the Company  does not wish to renew the  Agreement.
Failure by the Company to so notify  Executive  shall  automatically  renew this
Agreement for an additional one year.

     3. Compensation and Benefits. As compensation for the services performed by
the Executive and subject to performance of the Executive's obligations:

         a. Base Salary.  The Company  agrees to pay the Executive a base salary
("Base  Salary") at the annual rate of Two  Hundred and Fifty  Thousand  Dollars
($250,000.00)  payable in  installments  consistent  with the Company's  payroll
practices.  The Executive  will be subject to annual merit salary reviews by the
CEO.  Such base  salary,  as from time to time is then in effect,  is  hereafter
referred to as the "Base Salary".

         b. Annual Bonus and Guarantees. The CEO is in the process of developing
a Senior Management Incentive Pool ("SMIP"). The SMIP is not presently finalized
but is in the process of being  prepared for  submission  to and approval by the
Company's  Board of  Directors.  When  such  plan is  approved.  Executive  will
participate  therein and will be treated in accordance with his position and the
terms of the SMIP  and the  provisions  of this  Section  3(b).  Notwithstanding
anything to the contrary, Company shall pay to Executive, as a guaranteed bonus,
a minimum  sum equal to  $75,000.00  no later than  January  31,  1999,  for the
respective year ending December  31,1998.  Bonuses for subsequent  years will be
under the SMIP.  and if there is no SMIP approved and in place,  then the Annual
Bonus due Employee will be  commensurate  with the  guaranteed  bonus for fiscal
year ending 1998.

         c. Other  Benefits.  The Executive  shall be entitled to participate in
all of the employee  benefit plans and programs of the Company,  and receive the
benefits and perquisites, generally provided to executives of the same level and
responsibility  as Executive.  To the extent permitted by law and the provisions
of the  specific  plan,  the  eligibility  date for the  Executive,  as the same
relates  to any and all  benefits,  shall  be  March 1,  1997.  Nothing  in this
Agreement  shall preclude the Company from  terminating or amending from time to
time any employee  benefit plan or program.  Executive shall be entitled to four
(4) weeks of vacation per year plus the allowable personal days.

         d. Business Expenses. Upon submission of itemized expense statements in
the  manner   specified  by  the  Company,   Executive   shall  be  entitled  to
reimbursement for reasonable travel and other reasonable  business expenses duly
incurred by the Executive in the  performance of  Executive's  duties under this
Agreement.  Such  reimbursement  shall be in  accordance  with the  policies and
procedures  established  by the Company from time to time and for  executives of
the same level and responsibility as Executive.


         e.  Relocation  Expenses.  The Company will reimburse the Executive for
the  following  relocation  expenses:  (i) Closing costs on selling the existing
home,  including  sales  commission  and legal fees,  (ii)  Expenses to move all
household  goods,  (iii)  Interim  living  expenses  for ninety (90) days,  (iv)
Expenses for up to two (2)  house-hunting  trips for the  Executive and his wife
including air fare,  lodging,  meals and rental car, and (v)  Customary  closing
costs on any new purchase of the  Executive's  residence  in Vermont,  including
standard  mortgage  points (not buy down interest rate expenses) and legal fees.
All reimbursed  amounts will be grossed up for tax purposes.  To be eligible for
these expense reimbursements,  the Executive must commence the relocation within
one (1) year  from  the  Effective  Date,  Prior to  Employees's  relocation  to
Vermont,  the  Company  will  reimburse  Executive  for twice a month  commuting
expenses to California. If Executive's employment with the Company is terminated
within two (2) years from the date of  Employees'  relocation to Vermont for any
reason  other than for Cause,  then  Company will pay all costs (on a grossed up
basis) of relocating the Executive back to Palo Alto, California.

         f. Grant of Option  and Terms  Thereof.  The  Company  hereby  grant to
Executive, pursuant to the Company's 1997 Equity Incentive Plan (the "Plan"), an
option to purchase  52,000  shares of Class A common stock of the Company  ("ISO
Option Shares")  exercisable at the market price of $13.89. This ISO Option will
expire 10 years form the date of grant  thereof.  Provided that the Executive is
in full  compliance  with terms and conditions of the Plan, this ISO Option will
be  exercisable  over a four (4) year  period  of the time  commencing  from the
Effective Date of this Agreement,  with one-fourth being exercisable on March 1,
1998 and up to additional  1/48 of the shares covered by this Option on the last
day of each  month  in the next  three  years  after  said  anniversary  of said
Effective  Date. The full terms and conditions of this Option shall be set forth
in the form of the Option Certificate attached as Exhibit A.

         4. Termination of Employment. Notwithstanding the provisions of Section
2 hereof,  the  Executive's  employment  hereunder  shall terminate prior to the
expiration of the Term under the following circumstances.

          a.  Death.  In the  event of the  Executive's  death  during  the Term
              thereof,   the  Company  shall  pay  the  Executive's   designated
              beneficiary  or,  if no  beneficiary  has been  designated  by the
              Executive,  to his  estate,  any earned and  unpaid  Base  Salary;
              bonuses  and  incentives  that are earned  and  unpaid  (pro-rated
              through such termination);  any accrued and unused vacation and/or
              personal days; reimbursement of business expenses accrued prior to
              the date of death;  and  continuation  of the Base Salary payments
              (plus  continued   participation  in  the  Company's  medical  and
              hospital  employee   insurance)  for  six  (6)  months  after  the
              Executive's  death.  Options  exercisable  at date of death may be
              exercised by the Executive's  estate for 12 months (but not beyond
              the stated term of the option).

          b.   Disability.

         (i)  The Company may terminate the  Executive's  employment  hereunder,
              upon  thirty (30) days  written  notice to the  executive,  in the
              event that the Executive  becomes  disabled  during his employment
              hereunder,  through  illness,  injury,  accident or  condition  of
              either a physical or  psychological  nature  and, as a result,  is
              unable  to   perform   substantially   all  of  his   duties   and
              responsibilities   hereunder   for  one   hundred   eighty   (180)
              consecutive days during any period of three hundred and sixty-five
              (365) consecutive calendar days.

         (ii).The  Board  may   designate   another   employee  lo  act  in  the
              Executive's place during any period of the Executive's  disability
              prior  lo   termination   as  provided  in  Section  4.b.i  above.
              Notwithstanding any such designation, the Executive shall continue
              to receive from the Company (or under a disability  plan) the Base
              Salary in accordance  with Section 3.a. and benefits in accordance
              with the other provisions of Article 3, to the extent permitted by
              the then-current  terms of the applicable  benefit plans until the
              termination of his employment.

         (iii)The Executive  shall be entitled to  participate  in the Company's
              long-term  disability plan, to the same extent as other employees.
              No finding of disability  under this Section 4.b. shall be made in
              respect of any cause or condition which has not been approved as a
              fully disability under the applicable plan.

         (iv) If any  question  shall arise as to whether  during any period the
              Executive  is disabled  through any illness,  injury,  accident or
              condition of either a physical or psychological nature so as to be
              unable  to   perform   substantially   all  of  his   duties   and
              responsibilities  hereunder, the Executive may, and at the request
              of  the  Company  shall,  submit  to a  medical  examination  by a
              physician   selected  by  the  Executive  or  his  duly  appointed
              guardian,  to whom the Company  has no  reasonable  objection,  to
              determine   whether  the   Executive   is  so  disabled  and  such
              determination   shall  for  the  purposes  of  this  Agreement  be
              conclusive  of the issue.  If such  question  shall  arise and the
              Executive  shall fail to submit to such medical  examination,  the
              Company's  determination  of the  issue  shall be  binding  on the
              Executive.

         (v)  Options  exercisable at dale of termination  for disability may be
              exercised  for 12 months  (but not beyond  the stated  term of the
              option) thereafter.

      c. By the Company for Cause.  The Company may  terminate  the  Executive's
         employment  hereunder for Cause  ("Cause") any time upon written notice
         to the Executive  setting forth in reasonable detail the nature of such
         Cause,  and the  Executive's  failure to cure  within  thirty (30) days
         after  such  notice.   The  following   shall   constitute   Cause  for
         termination: the Executive's gross negligence in the performance of his
         material duties and  responsibilities to the Company; the commission by
         the Executive of theft,  embezzlement  or other serious and substantial
         crimes:  or other  deliberate  willful  action by the Executive that is
         materially  harmful to the  business,  interests or  reputation  of the
         Company.

         For purposes of this Section 4.c., no act, or failure to act,  shall be
         "willful" unless done, or omitted to be done, without reasonable belief
         that the action or omission was in the best interests of the Company.

         Notwithstanding  the  foregoing,  the Executive  shall not be deemed to
         have been  terminated  for Cause unless and until there shall have been
         delivered to him a notice of termination,  and such  termination  shall
         have been  approved  by the vole of  two-thirds  of the  members of the
         Board of Directors at a meeting of the Board (after  reasonable  notice
         to the Executive and an opportunity for him, together with counsel,  to
         be heard before the Board of Directors) finding that, in the good faith
         opinion of the Board of Directors,  the above  standard of  termination
         for Cause was met in such case and that such Cause was not cured.

         Upon the giving of notice of termination of the Executive's  employment
         hereunder for Cause following the  determination of the Board under the
         preceding  paragraph,  the Company shall have no further  obligation or
         liability to the  Executive,  other than for any earned and unpaid Base
         Salary;  bonuses and incentives  that are earned but unpaid  (pro-rated
         through any such  termination);  any accrued but unused vacation and/or
         personal  days: any options that are vested which shall continue for 30
         days; and payments or reimbursement of business  expenses accrued prior
         to the termination under this Section 4.c.

      d. Termination  By  Company  Other  Than  For  Cause.  In the  event  that
         Executive's  employment  hereunder is terminated by the Company  during
         the  Agreement  Term for any reason  other than as provided in Sections
         4.a.,4,b.,  or 4.c.  hereof  or if the  Executive  terminates  for Good
         Reason (as defined in Section 4.e.  below),  then the Company shall pay
         to Executive,  within thirty (30) days of the date of such termination,
         any earned and unpaid  Base  Salary;  bonuses and  incentives  that are
         earned but unpaid (pro-rated through any such termination); any accrued
         but unused  vacation  and/or personal days: and a lump sum equal to his
         then  current Base Salary plus any  guaranteed  bonus and/or SMIP bonus
         until the end of the Term; provided, however, in no event will the "end
         of the Term" be for more than  twenty-four  (24) months and for no less
         than  for  twelve  (12)  months   following  the   effective   date  of
         termination.  Subject to any employee  contribution  applicable  to the
         Executive on the date of  termination,  the Company  shall  continue lo
         contribute, for the balance of the Term or twelve (12) months whichever
         is greater, to the cost of the Executive's participation (including his
         family) in the Company's  group medical and  hospitalization  insurance
         plans and group life insurance plan.

      e. By the  Executive  for Good Reason in the Absence of Cause.  Employment
         with  the  Company  may  be  regarded  as  having  been  constructively
         terminated by the Company, and the Executive may therefor terminate his
         employment  for  Good  Reason  and  thereupon  become  entitled  to the
         benefits of Section 4.d. just as if he had been  terminated  Other Than
         For Cause, if, before the end of the Term (or any renewal thereof), one
         or  more  of  the  following   events  shall  occur:  (i)  without  the
         Executive's express written consent, the assignment to the Executive of
         any duties or the reduction of the Executive's duties,  either of which
         results in a diminution in the Executive's position or responsibilities
         with the Company in effect immediately prior to such assignment, or the
         removal of the Executive from such position and responsibilities:  (ii)
         without the  Executive's  express written  consent,  a reduction by the
         Company in the then  current  Base Salary or Bonus  opportunity  of the
         Executive immediately prior to such reduction; (iii) a reduction by the
         Company  in the  kind or  level  of  employee  benefits  to  which  the
         Executive  is entitled  immediately  prior to such  reduction  with the
         result that the Executive's  overall  benefits package is significantly
         reduced: (iv) any purported  termination of the Executive's  employment
         by the  Company  which is not  effected  for Death,  Disability  or for
         Cause,  or any purported  termination for which the grounds relied upon
         are not valid:  (v) any material breach by the Company of any provision
         of this Agreement:  (vi) the Company  terminates  Perry D. Odak for any
         reason; and (vii) a Change in Control shall be deemed to have occurred.

         For purposes of this Agreement, the term "Change in Control" shall mean
         the  occurrence  of any of the following  events:  (1) any "person" (as
         such  term  is  used in  Sections  13 (d) and 14 (d) of the  Securities
         Exchange Act of 1934 [the "Act]) is or becomes the  "beneficial  owner"
         (as defined in Rule 13d-3 under the Act)'  directly or  indirectly,  of
         securities  of the  Company  representing  50% or more of the  combined
         voting  power  of the  Company's  then  outstanding  securities  in the
         election  of  directors:  (2)  the  Company  is a  party  to a  merger,
         consolidation,  sale of  assets  or  other  reorganization,  or a proxy
         contest, as a consequence of which members of the Board of Directors in
         office  immediately  prior to such transaction or event constitute less
         than a majority of the Board of Directors thereafter, or (3) during any
         period of twelve consecutive  months,  individuals who at the beginning
         of such period  constituted the Board of Directors  (including for this
         purpose any new director  whose  election or nomination for election by
         the  Company's  stockholders  was  approved  by  a  vote  of  at  least
         two-thirds of the directors  then still in office who were directors at
         the  beginning of such period)  cease for any reason to  constitute  at
         least  a  majority  of the  Board  of  Directors.  Notwithstanding  the
         foregoing  sentence,  a "Change in Control"  will not be deemed to have
         occurred solely because of the acquisition of securities of the Company
         (or any  reporting  requirement  under the Act relating  thereto) by an
         employee  benefit  plan  maintained  by the  Company for the benefit of
         employees or an acquisition by Ben Cohen, Jerry Greenfield, Fred Lager,
         Jeffrey Furman and Perry Odak or their "affiliates" or "associates" (as
         such terms are defined in Rule 12b-2 under the Act) or members of their
         families (or trusts for their benefit) or charitable trusts established
         by any of them or other related management group.

         Moreover,  notwithstanding the foregoing provision, if such transaction
         takes place after June 30, 1998 and follows a decision by Cohen (or his
         estate or heirs) or by the Board of  Directors,  in the event  that Ben
         Cohen (his estate or heirs) is no longer a controlling  stockholder  as
         determined by the board of Directors in the exercise of its  reasonable
         judgment) to change the present policy of independence for the Company,
         in order to thereby  continue to realize its potential,  lo a policy of
         favorable  considering  the prospect of a sale of all or  substantially
         all  assets  or a  merger  or  other  business  combination  or sale of
         outstanding stock in which a change pursuant to the preceding paragraph
         is  made  as a  result  of  performance  of the  Company  which  is not
         satisfactory in his or their judgment,  then such transaction shall not
         constitute  a Change in Control fit being  understood  that a change in
         the policy of  independence  of the Company as a result of a hostile or
         unsolicited  bid for  control of the  company  shall not  constitute  a
         Change in Control for this purpose)

      f. No Duty  to  Mitigate.  Following  a  termination  of  employment,  the
         Executive  shall not be obligated to seek other  employment or take any
         other  action  by  way of  mitigation  of the  amounts  payable  to the
         Executive  under  any of the  provisions  of this  Agreement  and  such
         amounts shall not be reduced whether or not the Executive obtains other
         employment.

 5. Confidential Information.

         a. The  Executive  will comply with the policies and  procedures of the
Company and its Subsidiaries for protecting  Confidential  Information and shall
never disclose to any Person  (except as required by applicable  law) or use for
his own benefit or gain, any Confidential  Information obtained by the Executive
incident to his employment or other  association  with the Company or any of its
Subsidiaries.  The Executive understands that this restriction shall continue to
apply  after  his  employment  terminates,  regardless  of the  reason  for such
termination.

         b. All  documents,  records,  tapes and other  media of every  kind and
description  relating to the business,  present or otherwise,  of the Company or
its Subsidiaries and any copies, in whole or in part, thereof (the "Documents"),
whether  or not  prepared  by the  Executive,  shall be the  sole and  exclusive
property of the Company and its Subsidiaries.  The Executive shall safeguard all
Documents  and  shall  surrender  to the  Company  at the  time  his  employment
terminates,  or at such  earlier  time or times as the CE 0 or his  designee may
specify, all Documents that are then in the Executive's possession or control.

     6.  Assignment of Rights to  Intellectual  Property.  The  Executive  shall
promptly  and fully  disclose  all  Intellectual  Property to the  Company.  The
Executive  hereby  assigns and agrees to assign to the Company (or as  otherwise
directed by the Company) the Executive's  full right,  title and interest in and
to all Intellectual Property. All copyrightable works that the Executive creates
shall be considered "work made for hire".

     7. Restricted  Activities.  The Executive agrees that some  restrictions on
his  activities  during and after his  employment  are  necessary to protect the
goodwill, Confidential Information and other legitimate interests of the Company
and its Subsidiaries,  and that the agreed restrictions set forth below will not
deprive the Executive of the ability to earn a livelihood:

        a. While the  Executive  is  employed  by the  Company and for two years
after his employment  terminates (the "Non-Competition  Period"),  the Executive
shall  not,  directly  or  indirectly,  whether  as  owner,  partner,  investor,
consultant, agent, employee,  co-venturer or otherwise, compete with the Company
or any of its  Subsidiaries  within the  United  States,  or within any  foreign
country in which the Products are sold at the date of termination of employment,
or undertake any planning for any business  competitive  with the Company or any
of its Subsidiaries.


         b. The  Executive  further  agrees  that  white he is  employed  by the
Company and during the  Non-Competition  Period,  the Executive will not hire or
attempt to hire any employee of the Company or any of its  Subsidiaries,  assist
in such hiring by any Person,  encourage  any such  employee to terminate his or
her  relationship  with the  Company or any of its  Subsidiaries,  or solicit or
encourage  any customer or vendor of the Company or any of its  Subsidiaries  to
terminate its relationship with them, or, in the case of a customer,  to conduct
with any Person any  business  activity  which such  customer  conducts or could
conduct with the Company or any of its Subsidiaries.

         c. The provisions of this Section 7 shall not be deemed to preclude the
Executive  from  employment   during  the   Non-Competition   Period   following
termination of employment hereunder by a corporation,  some of the activities of
which are  competitive  with the  business of the  Company,  if the  Executive's
employment  does  not  relate,  directly  or  indirectly,  to  such  competitive
business,  and nothing  contained  in this Section 7 shall be deemed to prohibit
the  Executive,  during the  Non-Competition  Period  following  termination  of
employment  hereunder,  from  acquiring  or  holding,  solely as an  investment,
publicly  traded  securities  of any  competitor  corporation  so  long  as such
securities do not, in the aggregate,  constitute  more than five percent (5%) of
the outstanding voting securities of such corporation.

     8.  Enforcement  of  Covenants.  The  Executive  acknowledges  that  he has
carefully read and  considered  all the terms and conditions of this  Agreement,
including  the  restraints  imposed  upon him  pursuant  to Sections 5, 6, and 7
hereof.  The  Executive  agrees  that  said  restraints  are  necessary  for the
reasonable and proper  protection of the Company and its  Subsidiaries  and that
each and every one of the restraints is reasonable in respect to subject matter,
length of time and geographic  area. The Executive  further  acknowledges  that,
were he to breach any of the covenants contained in Sections 5, 6, and 7 hereof,
the damage to the Company would be irreparable.  The Executive  therefore agrees
that the Company,  in addition to any other  remedies  available to it, shall be
entitled to preliminary  and permanent  injunctive  relief against any breach or
threatened breach by the Executive of any of said covenants. The parties further
agree  that,  in the event that any  provision  of Sections 5, 6, 7 and 8 hereof
shall be determined by any court of competent  jurisdiction to be  unenforceable
by reason of its being  extended over too great a time, too large a geographical
area or too great a range of activities,  such  provision  shall be deemed to be
modified to permit its enforcement to the maximum extent permitted by law.

     9. Indemnification. The Company shall indemnify the Executive to the extent
provided  for the Company  executive  officers in its then  current  Articles of
Incorporation   or  By-laws  and  the  laws  of  the  state  of  the   Company's
incorporation. The Executive agrees to promptly notify the Company of any actual
or  threatened  claim arising out of or as a result of his  employment  with the
Company.

     10. Definitions.  Words or phrases,  which are initially capitalized or are
within  quotation marks shall have the meanings  provided in this Section 10 and
as provided  elsewhere  herein.  For purposes of this  Agreement  the  following
definitions apply:


         a.  "Confidential  Information"  means any and all  information  of the
Company and its  Subsidiaries  that is not  generally  known by others with whom
they  compete or do  business,  or with whom they plan to compete or do business
and any and all  information  not readily  available  to the public,  which,  if
disclosed by the Company or its Subsidiaries would assist in competition against
them.  Confidential  Information  includes  without  limitation such information
relating  to  (i)  the  development,  research,  testing,  manufacturing,  plant
operational  processes,  marketing and financial  activities,  including  costs,
profits and sales,  of the Company and its  Subsidiaries,  (iiJ the Products and
all formulas thereof,  (iii) the costs, source of supply,  financial performance
and strategic plans of the Company and its  Subsidiaries,  (iv) the identity and
special needs of the customers and suppliers of the Company and its Subsidiaries
and (v) the people and organizations  with whom the Company and its Subsidiaries
have business  relationships and those relationships.  Confidential  Information
also includes comparable information that the Company or any of its Subsidiaries
have received belonging to others or which was received by the Company or any of
its Subsidiaries with any understanding that it would not be disclosed.

         b. "Intellectual Property" means inventions, discoveries, developments,
methods, processes, formulas,  compositions,  works, concepts and ideas (whether
or not patentable or  copyrightable  or constituting  trade secrets)  conceived,
made, created, developed, or reduced to practice by the Executive (whether alone
or with others, whether or not during normal business hours or on or off Company
premises)  during the Executive's  employment that relate lo either the Products
or any prospective activity of the Company and its Subsidiaries.

         c. "Products" mean all products planned, researched, developed, tested,
manufactured, sold, licensed, leased or otherwise distributed or put into use by
the Company or any of its  Subsidiaries,  together will all services provided or
planned  by the  Company  or any of its  Subsidiaries,  during  the  Executive's
employment.

     11.  Withholding.  All payments  made by the Company  under this  Agreement
shall be reduced by any tax or other  amounts  required  to be  withheld  by the
Company under applicable law.

     12.  Assignment.  Neither  the  Company  nor the  Executive  may  make  any
assignment  of this  Agreement  or any interest  herein,  by operation of law or
otherwise,  without the prior written consent of the other;  provided,  however,
that in the event that the  Company  shall  hereafter  effect a  reorganization,
consolidate   with,  or  merge  into,  any  other  Person  or  transfer  all  or
substantially  all of its properties or assets to any other Person,  the Company
shall require such Person or the resulting  entity to assume expressly and agree
to perform  this  Agreement  in the same  manner and to the same extent that the
Company would be required to perform it.

     13.  Severability.  If any portion or provision of this Agreement  shall to
any  extent  be  declared   illegal  or  unenforceable  by  court  of  competent
jurisdiction,  then the remainder of this Agreement,  or the application of such
portion  or  provision  in  circumstances  other than those as to which it is so
declared  illegal or  unenforceable,  shall not be  affected  thereby,  and each
portion and provision of this  Agreement  shall be valid and  enforceable to the
fullest extent permitted by law.


     14.  Waiver.  No waiver of any provision  hereof shall be effective  unless
made in writing and signed by the waiving party.  The failure of either party lo
require the  performance  of any term or  obligation of this  Agreement,  or the
waiver by either  party of any breach of this  Agreement,  shall not prevent any
subsequent  enforcement  of such term or obligation or be deemed a waiver of any
subsequent breach.

     15.   Notices.   Any  and  all   notices,   requests,   demands  and  other
communications provided for by this Agreement, shall be in writing, and shall be
effective  when  delivered  in person or  deposited  in the United  States mail,
postage prepaid,  registered or certified, and addressed to the Executive at his
last known  address on the books of the Company or, in the case of the  Company,
at its principal place of business, attention CEO.

     16. Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between  the  parties  and  supersedes  all  prior  agreements,  communications,
representations and  understandings,  written or oral, with respect to the terms
and conditions of the Executive's employment.

     17. Amendment.  This Agreement may be amended or modified only by a written
instrument signed by the Executive and by an expressly authorized officer of the
Company.

     18.  Governing  Law.  Arbitration  and Consent to  Jurisdiction.  This is a
Vermont  contract and shall be construed  and enforced  under and be governed in
all respects by the laws of the State of Vermont, without regard to the conflict
of laws principles thereof. The parties each agree to promptly select a mediator
and promptly  mediate in good faith any  controversy,  claim or dispute  arising
between the parties  hereto  arising out of or related to this Agreement and its
performance or any breach or claimed breach thereof. In the event that mediation
does not resolve  any such  matter,  then such  matter  other than any matter in
which   injunctive   relief  or  other  equitable  relief  is  sought  shall  be
definitively  resolved  through  binding  arbitration  conducted  in the City of
Burlington,  Vermont, by a panel of three (3) arbitrators in accordance with the
then  current   Commercial   Arbitration  Rules  of  the  American   Arbitration
Association, provided, however, that notwithstanding anything to the contrary in
such Commercial  Arbitration  Rules, the parties shall be entitled in the course
of any  arbitration  conducted  pursuant  to this  Section  to seek  and  obtain
discovery  from  one  another  to the  same  extent  and by  means  of the  same
mechanisms  authorized  by Rules 27  through  37 of the  Federal  Rules of Civil
Procedure. The power and office of the arbitrators shall arise wholly and solely
from this  Agreement and the then current  Commercial  Arbitration  Rules of the
American Arbitration  Association.  The award of the panel or a majority of them
so rendered shall be final and binding,  and judgment upon the award rendered by
the arbitrators may be entered in any court having jurisdiction thereto.

To the  extent  a  dispute  is not  to be  arbitrated  in  accordance  with  the
foregoing,  each of the Company and the Executive (i) irrevocably submits to the
jurisdiction  of  the  United  States  District  Court  of  Vermont  and  to the
jurisdiction  of the  state  courts  of  Vermont  (Washington  County  superior.
District of Vermont) for the purpose of any suit or other proceeding arising out
of or based upon the Agreement or the subject  matter hereof and agrees that any
such  proceeding  shall be brought or  maintained  only in such court,  and (ii)
waives, to the extent not prohibited by applicable law, and agrees not to assert
in any such proceedings, any claim that it is not subject to the jurisdiction of
the above-named courts, that he or it is immune from extraterritorial injunctive
relief  or  other  injunctive  relief,  that  any  such  proceeding  brought  or
maintained  in a court  provided  for  above  may  not be  properly  brought  or
maintained in such court, should be transferred to some other court or should be
stayed or dismissed by reason of the pendency of some other  proceeding  in some
other  court,  or that this  Agreement or the subject  matter  hereof may not be
enforced in or by such court.

     19. Other  Obligations.  Executive  represents  and  warrants  that neither
Executive's  employment  with the Company  nor  Executive's  performance  of his
obligations   hereunder   will   conflict  with  or  violate  or  otherwise  are
inconsistent with any other obligations, legal or otherwise, which Executive may
have.

     20.  Cooperation.  Following  termination  of employment  with the Company,
Executive  shall  cooperate  with the Company,  as  reasonably  requested by the
Company,  to affect a transition of Executive's  responsibilities  and to ensure
that the Company is aware of all matters being handled by Executive.

     21.  Remedies  For  Breach.  The parties  hereto  agree that  Executive  is
obligated under this Agreement to render personal  services during the Agreement
Term of a special,  unique,  unusual,  extraordinary and intellectual character,
thereby giving this Agreement  peculiar value,  and, in the event of a breach of
any covenant of Executive herein, the injury or imminent injury to the value and
the goodwill of the  Company's  business  could not be  reasonable or adequately
compensated  in damages in an action at law.  Accordingly,  Executive  expressly
acknowledges  that  the  Company  shall be  entitled  to  specific  performance,
injunctive relief or any other equitable remedy against  Executive,  without the
posting  of a bond,  in the  event of any  breach  or  threatened  breach of any
provision of this Agreement by Executive (including Sections 5, 6 and 7 hereof).
Without limiting the generality of the foregoing, if Executive breaches Sections
5 or 6 or 7 hereof,  such  breach will  entitle the Company to enjoin  Executive
from  disclosing  any  Confidential  Information to any competing  business,  to
enjoin  such  competing  business  from  receiving  Executive  or using any such
Confidential  Information  and/or to enjoin  Executive from  rendering  personal
services  to or in  connection  with such  competing  business.  The  rights and
remedies of the parties hereto are  cumulative  and shall not be exclusive,  and
each such party shall be entitled to pursue all legal and  equitable  rights and
remedies and to secure  performance of the  obligations  and duties of the other
under this Agreement, and the enforcement of one or more of such rights remedies
by a party shall in no way preclude such party from  pursuing,  at the same time
or subsequently, any and all other rights and remedies available to it.

     22.  Assistance in  Proceedings.  Etc.  Executive  shall,  during and after
expiration  of  the  Agreement  Term,  upon  reasonable  notice,   furnish  such
information  and proper  assistance to the Company as may reasonably be required
by the Company in connection with any legal or quasi-legal proceeding, including
any  external or  internal  investigation,  involving  the Company or any of its
affiliates or in which any of them is, or may become, a party.

     23. Survival.  Cessation or termination of Executive's  employment with the
Company  shall not  result in  termination  of this  Agreement.  The  respective
obligations  of each of the parties  and their  respective  rights and  benefits
afforded to each other, all as provided in Agreement, shall survive cessation or
termination  of  Executive's  employment  hereunder.  This  Agreement  shall not
terminate upon, and shall remain in full force and effect following,  expiration
of the Agreement  Term and all rights and  obligations  of the parties hereto as
and to the extent provided herein shall survive such expiration.

     IN WITNESS WHEREOF, this Agreement has been executed by the Company, by its
duly  authorized  officer,  and by the  Executive,  as of the date  first  above
mentioned.

                          BEN & JERRY'S HOMEMADE. INC.



 /s/ Angelo M. Pezzani                   /s/ Perry D. Odak
------------------------------   By:    ----------------------------------------
 Angelo M. Pezzani, Executive            Perry D. Odak, Chief Executive Officer