Exhibit 10.1.2


                              EMPLOYMENT AGREEMENT:

AGREEMENT  made and entered into as of the 1st day of May,  1995, by and between
BEN & JERRY'S  HOMEMADE,  INC., a Vermont  corporation  with principal  place of
business in  Waterbury,  Vermont  (the  "Company")  and Ben Cohen  ("Cohen"),  a
resident of Williston, Vermont.

                                   WITNESSETH:

     WHEREAS,  the Company is desirous of employing  Cohen as Chairperson of the
Board of Directors of the Company and Cohen is desirous of committing himself to
serve  the  Company  in  such  capacities,  all  on  the  terms  and  conditions
hereinafter provided.

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

1.  Employment.  The Company agrees to employ Cohen,  and Cohen hereby agrees to
accept  employment as  Chairperson  of the Board of Directors of the Company for
the  Term in  accordance  with  the  terms  and  conditions  set  forth  in this
Agreement,  the by-laws of the Company and the  instructions  given from time to
time by the Board of Directors of the Company .

2. Term. Subject to the termination  provisions set forth in Paragraph 9 hereof,
the employment  term (the "Term") of this Agreement shall terminate on April 30,
1997, unless extended by the parties.

3. Duties.  As Chairman of the Board of  Directors  of the Company,  Cohen shall
have duties and  responsibilities  as set forth in the by-laws and as determined
from time to time by the Board of Directors . Cohen shall  devote  substantially
all of his time to the business and affairs of the

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Company  during  normal  working hours and shall use his best efforts to advance
the best interests of the Company.  In the event that Cohen wishes to serve as a
director, officer, member of any committee or as a consultant for a person other
than the Company,  he must first obtain the prior written  approval of the Board
of Directors of the Company and, if authorized to render such service, then only
under terms and conditions established by the Board.

4. Compensation and Benefits.

     4.1 Base  Salary.  The  Company  shall  pay to Cohen a base  salary  ("Base
Salary") of $132,500  per annum for the fiscal year ending 1995.  Within  ninety
days of the  beginning of each fiscal year the Board of Directors of the Company
will review  Cohen's  Base Salary  with a view to an upward  adjustment  thereof
based upon Cohen's  performance,  the  performance  of the  Company,  inflation,
comparable salaries of other executives with similar  responsibilities and other
relevant factors.

     4.2 Bonus.  The  Company  shall pay Cohen for each  fiscal  year during the
period of Cohen's employment  hereunder,  commencing with the fiscal year ending
December 31, 1995, a bonus  ("Bonus") in an amount to be determined by the Board
of Directors of the Company in its discretion. The Bonus shall be payable within
90 days after  receipt by the Company of  financial  statements  of the Company,
certified by the  independent  certified  public  accountants  of the Company in
accordance with generally accepted accounting principles applied on a consistent
basis.

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

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     4.4 Medical  Benefits.  The Company  will  provide  Cohen with  medical and
hospitalization  insurance and other benefits  generally  available to employees
during the Term.

     4.5 Vacation. Cohen shall be entitled to four weeks paid vacation per annum
at times to be mutually selected by Cohen and the Company.

     4.6 Car.  As a  co-founder  Cohen  shall be  entitled  to a "Company  Car',
including gas and maintenance (other than personal).

5. Protection of Confidential Information.

     5.1 Covenant. Cohen 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.  Cohen further  acknowledges  that the services to be performed by
him under this Agreement are of a special,  unique and extraordinary  character.
Cohen  further  acknowledges  that the  business  of the  Company  is  conducted
throughout the United States and that he is therefore  capable of competing with
the Company from nearly any location in the United States. In recognition of the
foregoing, Cohen covenants and agrees:

          (a) That he will keep secret all  confidential  of the Company and not
     use them himself or disclose them to anyone outside of the Company,  either
     during or

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     after the Term 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
     this Agreement,  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.

     5.2 Specific Remedies.  If Cohen commits a breach, or threatens to commit a
breach,  of any of the  provisions of paragraph  5.1, the Company shall have (I)
the right and remedy to have such provisions  specifically enforced by any court
having  equity  jurisdiction,  it being  acknowledged  and agreed  that any such
breach or  threatened  breach will cause  irreparable  injury to the Company and
that money damages will not provide adequate remedy to the Company, and (ii) the
right and remedy to require Cohen to account for and pay over to the Company all
compensation,   profits,   monies,   accruals,   increments  or  other  benefits
(collectively  "Benefits")  derived  or  received  by Cohen as the result of any
transactions  constituting  a breach of any of the  provisions of paragraph 5.1,
and  Cohen  hereby  agrees to  account  for and pay over  such  Benefits  to the
Company.

6. Restriction on Competition

     6.1 Covenant. In recognition of the consideration  described in Paragraph 4
and below in this  Paragraph,  Cohen covenants and agrees that, so long as he is
employed under this Agreement and for a period of two (2) years  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;  (ii)engage,
directly or indirectly, in any such business for his own account;

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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 relationship or capacity.
In  consideration  for the  agreement  not to  compete as set forth  herein,  in
addition  to the  Compensation  and  Benefits  provided  in  Paragraph 4 of this
Agreement,  (A) the Company  agrees to pay Cohen 100% of his then  current  Base
Salary during the two year period following the expiration of the Term, provided
however,   that  such  payments  shall  terminate  (i)  upon  Cohen's  accepting
non-competitive employment with another company; (ii) upon the waiver, following
the written  request by Cohen,  of the restriction on competition by the Company
with 30 days  prior  written  notice;  or  (iii)  upon  Cohen's  termination  of
employment  by the  Company  with  cause as  defined  in  Paragraph  9 hereof or
termination of this  Agreement by the Company under  Paragraph 6.2 or 9; (B) the
provisions  of this  Paragraph  6.1 shall not be deemed to  preclude  Cohen from
employment by a corporation some of the activities of which are competitive with
the business of the Company if Cohen's  employment does not relate,  directly or
indirectly,  to such competitive  business;  and (iv) nothing  contained in this
paragraph  6.1 shall be deemed to  prohibit  Cohen 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 2% of any class of series of outstanding securities of such corporation.

     6.2  Remedies.  In  the  event  of the  violation  by  Cohen  of any of the
covenants of Paragraphs 5.1 or 6.1, such violation shall be deemed to be "cause"
for termination  pursuant to the terms of Paragraph 9 hereof,  and, in addition,
the Company shall have the right and

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remedy to have the provisions of Paragraph 6.1 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.

7.  Independence,  Severability  and  Non-Exclusivity.  Each of the  rights  and
remedies  enumerated in Paragraphs 5.2 and 6.2 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  5.1  or  6.1 or if any of  the  rights  or  remedies  enumerated  in
Paragraphs 5.2 or 6.2, or any part of any of them, is hereafter  construed to be
invalid  or  unenforceable,  the same  shall not  affect  the  remainder  of the
covenant or  covenants  or rights or  remedies  which shall be given full effect
without  regard to the invalid  portions.  The  parties  intend to and do hereby
confer jurisdiction to enforce the covenants contained in Paragraphs 5.1 and 6.1
upon the United States  Federal  District  Court for the District of Vermont and
the  courts  of the  State of  Vermont.  If any of the  covenants  contained  in
Paragraphs  5.1 or 6.1 is held to be  unenforceable  because of the  duration of
such  provision or the 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.  Cohen acknowledges that during the Term 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")  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. Cohen

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acknowledges that all of the foregoing shall be owned by 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 Cohen during the Company's
time or with the use of the Company's  facilities or materials.  Cohen 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  development  or  creation in any
appropriate case.

9.  Termination.  This Agreement shall terminate,  at the option of the Company,
(i) for cause,  which shall be defined as: (a) Cohen's willful failure to comply
with any of the material terms of this Agreement, including, without limitation,
Cohen's  violation  of any  covenants  in  Paragraphs  5.1 and 6.1;  (b) Cohen's
willful  engagement,  in his capacity as an executive officer of the Company, in
gross misconduct  injurious to the Company, and (c) Cohen's failure to carry out
direction  from the Board of  Directors  of the  Company or the Chief  Executive
Officer of the Company; and (ii) pursuant to Paragraph 6.2 hereof.

In the  event of  termination  of this  Agreement  by the  Company  for cause as
defined  in this  paragraph,  Cohen  shall  have no  further  rights  under this
Agreement  but  thereafter  shall  continue to be subject to the  provisions  of
Paragraphs 5, 6, 7, and 8 hereof.

10. 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 sent by prepaid  telegram,  or
mailed first-class, postage prepaid, by

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registered or certified  mail,  as follows,  (or to such other address as either
party shall designate by notice in writing to the other in accordance herewith):

                  If to the Company:

                  BEN & JERRY'S HOMEMADE, INC.
                  P.O. Box 240
                  Waterbury, Vermont


                  If to Cohen:

                  82 St. George Lane
                  Williston, VT 05495

11. General.

     11.1 Governing  Law. This Agreement  shall be governed by and construed and
enforced  in  accordance  with the  laws of the  State of  Vermont  (other  than
conflict of laws).

     11.2  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.

     11.3 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.

     11.4 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.

     11.5  Assignability.  This  Agreement  may not be  assigned by Cohen or the
Company.

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     11.6  Amendments;   Waivers.  This  Agreement  may  be  amended,  modified,
superseded,  canceled, 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 a 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  term or
covenant contained in this Agreement.

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

                                                    BEN & JERRY'S HOMEMADE, INC.

                                                    By: ______________________
                                                        /s/Ben Cohen


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