Exhibit 10.1
AGREEMENT


         AGREEMENT made and entered into in South Burlington,  Vermont as of the
29th day of January 1998, by and between BEN & JERRY'S HOMEMADE, INC., a Vermont
corporation  with its  headquarters  at 30 Community  Drive,  South  Burlington,
Vermont  05403 (the  "Company")  and BENNETT COHEN  ("Cohen"),  of 82 St. George
Lane, Williston, Vermont 05495.

                                   WITNESSETH:
                                   -----------

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

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

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

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

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

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

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

         2.       Duties for the Company and Other Activities

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


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

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

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

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

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

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

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


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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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



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         5.1 Confidentiality Covenant. 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 special,  unique and  extraordinary
character.  Cohen  further  acknowledges  that the  business  of the  Company is
conducted  throughout  the United  States and in certain  countries  outside the
United  States and that he is therefore  capable of  competing  with the Company
from  nearly  any  location  in the  United  States  and  from  certain  foreign
locations. In recognition of the foregoing, Cohen covenants and agrees:

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

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

         5.2  Specific  Remedies.  If Cohen  commits a breach,  or  threatens to
commit a  breach,  of any of the  provisions  of  paragraph  5.1  (which  is not
reasonably  cured within 30 days after notice),  then the Company shall have the
right and remedy (i) to have such provisions specifically enforced, and (ii) the
right and remedy to require 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.  Disputes  arising under this Paragraph 5 shall be resolved as provided
for in Paragraph 13.2 of this Agreement.

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

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


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

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

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

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

         6.3 Limitations on the Covenant.

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

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

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


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

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

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

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

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


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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
developments or creation in any appropriate case.

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

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

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

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

         9.1      (A) at the option of the Company (i) for cause, which shall be
                  defined as: (a) 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 Paragraph
                  2.2, 3, 5.1, 6 and 8, unless  such  failure  shall be remedied
                  within 30 days after receiving  notice of it from the Company;
                  (b) Cohen's willful engagement, in his capacity as an employee
                  of the Company, in gross misconduct  injurious to the Company,
                  and (c) Cohen's failure to carry out duties as agreed with the
                  Company  under  Paragraph  2.1  hereof;  and (d)  pursuant  to
                  Paragraph 6.4 hereof. It is expressly understood and agreed by
                  the  Company  that  expression  by  Cohen,  whether  public or
                  private,  of his  opinion as a private  individual  concerning
                  public issues, including endorsements of candidates or causes,
                  and  participation  in political,  social,  and  environmental
                  organizations or events, shall not be cause for termination.

                  (B) upon the death of Cohen.

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


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

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

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

         11.  Other Payments, Benefits and Duties.

         11.1.  Payments.

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

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


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         11.2.  Insurance.

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

         11.2.2  Distribution  Rights or Payment in Lieu  Thereof.  The Company
         agrees in good faith to investigate  the feasibility of granting Cohen
         a ten year exclusive distributorship with respect to the Company's ice
         cream products line to a certain jurisdiction in the Caribbean, and if
         the Company  determines  that this is feasible,  the Company and Cohen
         agree to  negotiate  in good faith the terms of a mutually  acceptable
         distribution  agreement.  In the event  that  Company  determines,  by
         written notice to Cohen, that this is not feasible or in the event the
         parties  fail,  by  March  15,  1998,  to  negotiate  such a  mutually
         acceptable  distribution  agreement,  then the  Company  shall  pay to
         Cohen, the sum of $135,000 payable in three annual payments of $45,000
         each, the first on April 1, 1998, the second on April 1, 1999, and the
         third on April 1, 2000.  These annual payments under Paragraph  11.2.2
         shall,  in the  event  of  Cohen's  death,  be paid to his  estate  or
         designated beneficiaries.

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

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


<PAGE>




         11.5  Breach.  Wilful  breach by Cohen of the  material  provisions  of
Paragraph  2.2, 3, 5.1,  6.1, 8, or 11.6,  if not remedied  within 30 days after
notice by the Company to Cohen,  shall  entitle the  Company,  as a remedy under
Paragraph  13.2, to terminate its  obligation to make payments  under  Paragraph
11.1 or to provide  benefits under  Paragraphs  11.3 and 11.4 of this Agreement.
Payments by the Company that would,  but for this Paragraph 11.5, have been made
to Cohen,  shall be made by the Company to an escrow agent mutually agreeable to
the Company and to Cohen, and shall be distributed from escrow to the Company or
to Cohen upon final  judgment  or  settlement  pursuant  to a  proceeding  under
Paragraph 13.2.

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

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

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

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

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

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

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


<PAGE>




                  If to the Company:

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

                  If to Cohen:

                  82 St. George Lane
                  Williston, VT 05495

         13.  General.

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

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

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

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

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

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

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


<PAGE>




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

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

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

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

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

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

                          BEN & JERRY'S HOMEMADE, INC.

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

                                            /s/ Bennett Cohen
                                            ---------------------------------
                                            Bennett Cohen


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