Exhibit 10.35
                             
                              EMPLOYMENT AGREEMENT

                  This  Agreement   (together  with  all  exhibits  hereto,  the
"Agreement") 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 Lawrence E.
Benders of Boulder, Colorado (the "Executive"),  effective as of the 16th day of
September,  1997 as to Section 3b and effective as to 20th day of October,  1997
to all other provisions (which is referred to herein as the "Effective Date").

         WHEREAS, subject to the terms and considerations hereinafter set forth,
the Company  wishes to employ the Executive as its Chief  Marketing  Officer 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 Chief
Marketing  Officer  ("CMO") of the  Company and shall have such duties as may be
prescribed by the Chief  Executive  Officer ("CEO") and Executive shall serve in
such other and/or  additional  position(s) as the CEO may determine from time to
time.  The CMO 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 directions of the CEO 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 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
November 1, 1997.  Executive shall maintain Executives personal residence in the
Burlington,  Vermont  area  within  reasonable  access to  Executive's  place of
employment.

         2. Term.  Subject to earlier  termination  as hereafter  provided,  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 October 26, 2000.  The Company shall have the right to renew this
Agreement by notifying  Executive  six (6) months  before the end of the Term of
Company's intention to do so.




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         3. Compensation and Benefits. As full and complete compensation for all
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 rate Eighteen  Thousand  Seven Hundred and Fifty Dollars
($18,750)  per month  payable  in  installments  consistent  with the  Company's
payroll practices.  The Executive will be subject to annual merit salary reviews
by the CEO.

         b. Consulting and Sign Up Payment.  In  consideration  of the Executive
signing up and  agreeing to be  available  to consult for the  Company,  at such
times as shall be mutually  agreed,  in the area of marketing  during the period
commencing September 16, 1997 and ending October 20, 1997, the Company agrees to
pay the Executive  $25,000.  Payment of this  one-time  payment shall be made in
arrears  once the  Executive  reports  to work for the  Company  at the Place of
Employment (as stated above).

         c. One Time Guaranteed Award. On January 2, 1998, Company agrees to pay
to the  Executive,  provided the  Executive is then in the active  employ of the
Company the sum of $78,750 (less all applicable  deductions and  withholdings).
This sum will be made to Executive  as a payment to "make  whole" the  Executive
for certain sums of money he is forfeiting with his present employer.  This is a
one time payment obligation of the Company.

         d. Annual  Bonus.  The CEO is in the process of  developing an Elective
Management  Incentive Pool ("EMIP").  The EMIP is not presently finalized but is
in the process of being  prepared for  submission  and approval of the Company's
Board of  Directors.  If  Executive  is  employed  hereunder  when  such plan is
adopted,  Executive will  participate  therein and will be treated in accordance
with his position and the terms of the EMIP.

         e. Other  Benefits.  The Executive shall be entitled to participate in,
to the extent  Executive  is otherwise  eligible  under the terms  thereof,  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.  Nothing in this  Agreement  shall  preclude  the
Company from terminating or amending from time to time any employee benefit plan
or program.  Executive  shall earn  vacation  time at the rate of one and a half
days per month and this paid vacation  time may be used  following six months of
continuous employment at the Company.

         f. 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.

         g.  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, not to exceed $30,000 dollars,
(ii) Expenses to move all household goods, not to exceed


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$15,000  dollars,  (iii)Interim  living  expenses  for ninety (90) days,  not to
exceed $4,000 dollars,  (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) Closing costs on any new purchase of the Executive's  primary residence,
including  standard  mortgage  points (not buy down interest rate  expenses) and
legal fees,  not to exceed $10,000  dollars.  The Company is willing to consider
reimbursement for any expenses which exceed the limitations listed above, should
the cost of relocation increase  substantially for unforeseen reasons,  provided
that the CEO  agrees  in  writing  to the  unforeseen  costs in  advance  of the
Executive  incurring such costs.  All reimbursed  amounts will be grossed up for
tax purposes.

         h. Grant of Option and Terms Thereof. The Company hereby agrees that it
will 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 ("Option Shares") exercisable at the market price of $ 12.63. The Option
will expire 10 years from the date of grant thereof. Provided that the Executive
is in full  compliance with terms and conditions of the Plan, the Option will be
exercisable  over a four (4) year  period  of time  commencing  from the date of
grant, with one-fourth being exercisable on the first anniversary of the date of
grant 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. The full terms
and  conditions  of the  Option  shall be set  forth  in the form of the  Option
Certificate attached as Exhibit A.

         i. No Other  Compensation or Benefits;  Payment.  The  compensation and
benefits specified in Sections 3 and 4 of this Agreement shall be in lieu of any
and all  other  compensation  and  benefits.  Payment  of all  compensation  and
benefits to Executive  hereunder  shall be made in accordance  with the relevant
Company  policies  in  effect  from  time  to  time,  including  normal  payroll
practices,  and shall be subject to all applicable  employment  and  withholding
taxes.

         j. Cessation of Employment.  In the event  Executive  shall cease to be
employed  by the  Company  for any reason,  then  Executive's  compensation  and
benefits  shall cease on the date of such event,  except as  otherwise  provided
herein or in any applicable employee benefit plan or program.

         4.       Termination of Employment.

         a. Termination.  The Company may terminate  Executive's  employment for
Cause (as defined below) or for any breach of this Agreement,  in which case the
provisions  of  Section  4(b)  shall  apply.  The  Company  may  also  terminate
Executive's  employment  in the  event of  Executive's  Disability  (as  defined
below),  in which case the  provisions of Section 4(c) shall apply.  The Company
may also  terminate the  Executive's  employment for any other reason by written
notice to  Executive,  in which case of the  provisions  of  Section  4(d) shall
apply. If Executive's  employment is terminated by reason of Executive's  death,
retirement or voluntary  resignation,  then the provisions of Section 4(b) shall
apply.

         b. Termination for Cause;  Termination by Reason of Death or Retirement
or Voluntary Resignation. In the event that the Executive's employment hereunder
is terminated


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during the Agreement Term (x) by the Company for Cause (as defined below) or (y)
by reason of  Executive's  death or retirement  or (z) by reason of  Executive's
voluntary  resignation,  then the  Company  shall  pay to the  Executive  or the
Executive's  designated  beneficiary or if no beneficiary has been designated by
the Executive, to his estate (all as the specific case may be), any Base Salary,
bonuses and incentives  that are earned but unpaid,  pro-rated  through any such
termination  under the  Section  4(b) and payment or  reimbursement  of business
expenses  accrued prior to any act of  termination  under this Section 4(b). For
purposes  of this  Agreement,  "Cause"  shall mean (i)  conviction  of any crime
(whether or not involving the Company) constituting a felony in the jurisdiction
involved;  (ii) engaging in any  substantiated  act involving  moral  turpitude;
(iii) engaging in any act which, in each case,  subjects,  or if generally known
would  subject,  the  Company to public  ridicule or  embarrassment;  (iv) gross
neglect or misconduct in the performance of Executive's  duties  hereunder;  (v)
willful  or  repeated  failure  or  refusal  to  perform  such  duties as may be
delegated  to  Executive  by the CEO;  or (vi) breach of any  provision  of this
Agreement by Executive.

         c. Disability. If as a result of Executive's incapacity due to physical
or mental  illness,  Executive  shall have been absent from  Executive's  duties
hereunder  on a full time basis for either (i) one hundred and twenty (120) days
within any three hundred and  sixty-five  (365) day period,  or (ii) ninety (90)
consecutive  days,  and if within  thirty  (30)  days  after  written  notice of
termination  is given  Executive  shall not have returned to the  performance of
Executive's duties hereunder on a full time basis, the Company may terminate the
Executive's  employment  hereunder for "Disability".  In that event, the Company
shall pay to Executive, within thirty (30) days of the date of such termination,
only the Base Salary  through such date of  termination.  During any time period
that  Executive  fails to perform  Executive's  duties  hereunder as a result of
incapacity due to physical or mental illness (a "Disability Period"),  Executive
shall continue to receive the  compensation  and benefits  provided by Section 3
hereof until Executive's employment hereunder is terminated;  provided, however,
that the amount of compensation  and benefits  received by Executive  during the
Disability Period shall be reduced by the aggregate amounts,  if any, payable to
Executive  under  disability  benefit plans and programs of the Company or under
the Social Security disability insurance program.

         d.  Termination  By  Company  For Any Other  Reason.  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(b) or 4(c)
hereof, then the Company shall pay to Executive,  within thirty (30) days of the
date of such termination,  the Base Salary through such date of termination and,
in lieu  of any  further  compensation  and  benefits  for  the  balance  of the
Agreement Term,  severance pay equal to one of the following  circumstances:  if
Executive is  terminated  within:  (t) the first month of the Term,  then eleven
(11)  months of Base  Salary;  (u) the second  month of the Term,  then ten (10)
months of the Base Salary; (v) the third month of the Term, then nine (9) months
of the Base Salary;  (w) the fourth month of the Term,  then eight (8) months of
the Base Salary;  (x) the fifth month of the Terms, then seven (7) months of the
Base Salary;  (y) the sixth month of the Terms,  then six (6) months of the Base
Salary;  and (z) any time after the sixth month of the  commencement of the Term
but before the last six (6) months of the Term,  then six (6) of the Base Salary
(for purposes of convenience only, the respective time period for severance will
be referred to as "Severance Period"). The respective severance payments will be
paid at the


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times and in the  amounts  such Base  Salary  would have been  paid.  Under such
circumstances,  except as set forth  below,  for the  balance of the  respective
Severance  Period,  Executive  shall also continue to participate in and receive
the benefits and perquisites  provided for above (but not including any bonus or
stock options) to the same extent as if the Executive's  employment had not been
terminated; provided, however, that in the event that Executive shall breach any
of the duties, obligations,  and/or promises hereunder including but not limited
to Sections 5 and 7, in addition to any other  remedies  the Company may have in
the event Executive breaches this Agreement,  the Company's  obligation pursuant
to this Section 4(d) to continue  such salary,  benefits and  perquisites  shall
cease and  Executive's  right  thereto  shall  terminate and shall be forfeited.
Executive agrees and understands that should Company terminate Executive for any
reason,  Executive still is under an immediate duty to mitigate and in the event
that Executive finds and accepts suitable replacement  employment before the end
of the respective  Severance Period,  then the Company's  obligation pursuant to
this Section 4(d) to continue such salary,  benefits and perquisites shall cease
and Executive's rights thereto shall terminate and shall be forfeited.

         e. No Further Liability;  Release.  Payment made and performance by the
Company in accordance  with this Section 4 shall operate to fully  discharge and
release  the  Company  and its  directors,  officers,  employees,  subsidiaries,
affiliates,  stockholders,  successors, assigns, agents and representatives from
any further  obligation or liability with respect to Executive's  employment and
termination of employment. Other than paying Executive's Base Salary through the
date of termination of Executive's  employment and making any severance  payment
and continuing benefits and perquisites  pursuant to and in accordance with this
Section 4 (as applicable), the Company and its directors,  officers,  employees,
subsidiaries,   affiliates,   stockholders,   successors,  assigns,  agents  and
representatives  shall have no further  obligation  or liability to Executive or
any other  person  under this  Agreement.  The  Company  shall have the right to
condition  the payment of any  severance or other  amounts  pursuant to Sections
4(c) or 4(d) hereof upon  delivery by  Executive  to the Company of a release in
form and substance  satisfactory to the Company of any and all claims  Executive
may have against the Company and its directors,  officers, employees, agents and
representatives  arising  out of or related  to  Executive's  employment  by the
Company and termination of such 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


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earlier time or times as the CEO 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  while 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  one-half  of  1%  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


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Subsidiaries  and that each and every one of the  restraints  is  reasonable  in
respect to subject  matter,  length of time and  geographic  area.  The  parties
further  agree that,  in the event that any provision of Sections 5, 6, 7 and 22
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 Bylaws.  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
operation  processes,  marketing  and  financial  activities,  including  costs,
profits and sales,  of the Company and its  Subsidiaries,  (ii) 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 to 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.




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         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 to
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  Chief  Executive  Officer and
President.

         16. Entire Agreement.  This Agreement  constitutes the entire agreement
between the parties and supersedes all prior and contemporaneous 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  and mutually
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


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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  Country  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 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 the Executive.

         21. Protection of Reputation. During the Agreement Term and thereafter,
Executive  agrees  that he will  take no  action  which  is  intended,  or would
reasonably  be expected,  to harm the Company or its  reputation  or which would
reasonably  be  expected to lead to unwanted  or  unfavorable  publicity  to the
Company.

         22.  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


<PAGE>



the value and the goodwill of the Company's  business could not be reasonably 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
Section 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
and 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.

         23. Assistance in Proceedings, Etc. Executive shall, without additional
compensation, 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.

         24. Survival.  Cessation or termination of Executive's  employment with
the Company shall not result in  termination of this  Agreement.  The respective
obligations of Executive and the rights and benefits  afforded to the Company as
provided in this 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/Lawrence E. Benders                             /s/ Perry D. Odak
_______________________________                By: ____________________________
Lawrence E. Benders, Executive                 Perry D. Odak
                                               Chief Executive Officer