The Pillsbury Company Amendment Agreement

     Amendment  Agreement  dated as of January  15,  1999  between Ben & Jerry's
Homemade,   Inc.   (the   "Manufacturer")   and  The   Pillsbury   Company  (the
"Distributor")  to the  Distribution  Agreement dated as of August 26, 1998 (the
"Agreement").

     WHEREAS,   the  parties  wish  to  supplement  certain  provisions  of  the
Agreement.

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

     1. Reference is made to the last sentence of the third paragraph of Section
2.10 of the Agreement which reads as follows:

"In any event,  Distributor agrees that it shall fully implement distribution of
the Products in the Distributor Territory by March 1, 1999, provided that it has
received  six  months  prior  written  notice  or such  lesser  notice  which is
reasonable  in the judgment of the  Distributor  in terms of the time needed for
Distributor to gear up with respect to any market in question."

Reference is also made to notice from  Manufacturer to Distributor dated October
15, 1998 specifying a starting date of April 15, 1999. The parties agree to void
the notice dated  October 15, 1998 and to delete the last  sentence of the third
paragraph of Section 2.10 and to add the following:

"In any event,  Distributor agrees that it shall fully implement distribution of
the Products in the Distributor  Territory by September 1, 1999 (or such earlier
date with  respect  to any  portion  of the  Distributor  Territory  as shall be
mutually  agreed);   provided  that  Distributor  agrees  that  it  shall  fully
implement, by April 15, 1999(1),  distribution in the supermarket channel (three
or more cash  registers)  of the  Products in that  portion of the  Distribution
Territory that is defined as the New York Territory under the Dreyer's Agreement
(as defined in the Agreement) and distribution in the supermarket channel of the
Products in the area surrounding Albany, New York presently handled by Vermont's
Finest and also  distribution of the Products,  as soon as practicable after May
1, 1999  (pursuant to detailed  arrangements  to be mutually  agreed between the
Manufacturer  and  the  Distributor),  in  those  portions  of  New  Jersey  and
Pennsylvania  presently  handled by Jack & Jill  provided  further  that nothing
herein  shall  grant any  distribution  rights  to  Distributor  except  for the
Distributor's owned and operated  distribution system (including  internals) for
the areas as set out in Schedule 2A to the  Agreement on the date the  Agreement
was signed.

1  It is understood that the business week starts Monday, April 19, 1999.

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The  Manufacturer  also  confirms  the  inclusion of Texas in Schedule 2A of the
Agreement,  effective September 1, 1999, and confirms that,  effective April 15,
1999, it has no exclusive  distributor for the  non-supermarket  channels in the
New York Territory as defined above. The Manufacturer  further confirms that its
distribution  agreement with Dreyer's,  as in effect on the date hereof, and its
new distribution agreement with Dreyer's,  effective for distribution commencing
on or after  September 1, 1999,  as in effect on the date  hereof,  do not grant
distribution  rights to Dreyer's  which conflict with the  distribution  rights,
effective  September  1, 1999 of the  Distributor  for its  owned  and  operated
distribution  system (including  internals) for the areas as set out in Schedule
2A to the Agreement on the date the Agreement was signed, and the rights granted
to the Distributor under Section 1 of this Amendment Agreement.

     2. The parties  further agree that Section 8.1 is hereby  amended by adding
the following sentence at the end thereof:

"The  October  1,  2002  date in this  Section  8.1 and in  Section  8.2 of this
Agreement shall in each case be changed to October 1, 2003."

     3. The Manufacturer agrees to pay the Distributor $150,000,  payable within
five days of the date hereof.

     4. The Manufacturer hereby confirms that Dreyer's has agreed to a dismissal
with  prejudice  of the  litigation  filed  by  Dreyer's  in  1998  against  the
Manufacturer.

     5. Except as expressly  amended hereby,  the Agreement shall remain in full
force and effect.  Without limiting to the foregoing the  Manufacturer  confirms
its indemnification  obligations to the Distributor contained in Sections 11 and
11.3 of the Agreement.

IN  WITNESS  WHEREOF,  each of the  parties  hereto has  caused  this  Amendment
Agreement   to  be  duly   executed  and   delivered  by  its  duly   authorized
representative.

                              BEN & JERRY'S HOMEMADE, INC.
                              By:

                              THE PILLSBURY COMPANY
                              By: