EXHIBIT 10.11
THE PILLSBURY COMPANY DISTRIBUTION AGREEMENT

         This Distribution  Agreement (the "Distribution  Agreement") is entered
into as of this 26th day of August, 1998 by and between The Pillsbury Company, a
Delaware  corporation  headquartered  at 200 South  Sixth  Street,  Minneapolis,
Minnesota  55402-1465  ("Distributor"),  and Ben &  Jerry's  Homemade,  Inc.,  a
Vermont  corporation  headquartered  at 30 Community  Drive,  South  Burlington,
Vermont 05403-6828 ("Manufacturer").

         WHEREAS, Manufacturer wishes to reduce its dependence on Dreyer's Grand
Ice Cream, Inc. ("Dreyer's"),  a leading ice cream company in the market and the
leading ice cream  distributor in the market,  as a distributor of more than 50%
of the sales of ice cream products of the Manufacturer,  and whereas Dreyer's is
the only  "national"  (more or less)  distributor  of ice cream in the  domestic
market;

         WHEREAS  Distributor wishes to obtain additional volume of ice cream to
put through its distribution system, in order to realize  efficiencies/economies
of scale; and

         WHEREAS,   Manufacturer   wishes  to   achieve   efficiencies   in  the
distribution  of its products and wishes to use  Distributor as a distributor in
certain areas and whereas Distributor wishes to act as distributor for ice cream
products of Manufacturer in certain areas.

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

         1. Purposes of Agreement.  Manufacturer is engaged in the  manufacture,
sale and  distribution  of ice cream  products  manufactured  and sold under the
trade name "Ben & Jerry's" and in some cases other names. Distributor is engaged
in the manufacture,  sale and  distribution of various food products  including,
through  its   Haagen-Dazs   unit,  ice  cream  products  sold  under  the  name
"Haagen-Dazs"  and including ice cream products  manufactured  by or for others.
The use of the term "Distributor" in this Agreement means The Pillsbury Company,
including its Haagen-Dazs ice cream operations and any  subsidiaries  engaged in
ice  cream  operations  in the  United  States  (but not  including  Haagen-Dazs
operations as a franchisor).  The term  "Manufacturer"  shall mean Ben & Jerry's
Homemade,  Inc. and any subsidiaries thereof. At the present time more than half
of  Manufacturer's  products are  distributed  by Dreyer's,  a leading ice cream
company in the  market and the  leading  ice cream  distribution  company in the
market, and Manufacturer wishes to diversify the distribution of its Products.

<PAGE>

         It is  acknowledged  by the parties that  distribution  by  Distributor
cannot  commence  in  certain  respects  and areas  until  and  unless a certain
distribution agreement between Manufacturer and Dreyer's dated as of January 20,
1987 as  amended  (the  "Dreyer's  Agreement")  has been  either  terminated  by
Manufacturer in accordance with the provisions thereof or appropriately modified
so  as  to  permit  the  distribution  by  Distributor  contemplated  hereunder.
Distributor and Manufacturer  desire to enter into this Agreement  setting forth
the mutual  rights  and  responsibilities  of the  parties  with  respect to the
distribution,  resale and promotion of Products (as defined) of the Manufacturer
through the  distribution  system of the  Distributor,  being the  Distributor's
owned  and  operated   distribution  system  except  where  otherwise  expressly
provided.  The  parties  agree  that  such  distribution  will  thereby  achieve
efficiencies  in the  distribution  of  Products  of the  Manufacturer,  without
causing an increase in the resale prices of such Products to retailers, and will
achieve  efficiencies/economics  of scale in the distribution of products of the
Distributor,  through economies of scale that result from putting the additional
volume of Products of the Manufacturer  through the  Distributor's  distribution
system.  The parties  further agree that such  efficiencies  and economies  are,
through the pricing and rebate provisions of this Agreement,  being economically
shared by the parties, all to the mutual best interest of the parties. Reference
is made to an Exhibit dated the date hereof outlining in summary form the annual
profit improvement for the Manufacturer which, is expected to be achieved,  such
Exhibit being a non-binding  Exhibit referenced solely to show the contemplation
of the  Manufacturer.  It is  expressly  understood  that such  Exhibit does not
constitute any warranty or  representation  or promises by the Distributor.  The
parties also intend that the implementation of the efficiencies  contemplated by
this Agreement should expand the ice cream products available in the marketplace
and will thereby  assist  consumers in selecting ice cream products from time to
time at retailers, all of which products,  including Manufacturer's Products and
Distributor's products, will be in competition with one another.

         "Best efforts" as used in this Agreement means commercially  reasonable
use of available  resources to accomplish  the specified  objectives or, in some
cases, the overall objective, of this Agreement.

         2.       Distribution.

         2.1.  Appointment of  Distributor.  Subject to all of the terms hereof,
Manufacturer hereby appoints Distributor as a non-exclusive  distributor for the
Products in the  Distributor  Territory  within the United  States as set out in
Schedule 2A (the "Distributor  Territory"),  which Distributor  Territory may be
changed by mutual written consent of the parties.

         The Products  distributed  by Distributor  hereunder  include (i) Ben &
Jerry's  brand items which are pints,  quarts,  half  gallons,  single serve and
including bulk sizes of ice cream,  frozen yogurt,  sorbet,  novelties and other
sub-zero frozen desserts  manufactured by the  Manufacturer  and (ii) such other
brand ice cream,  frozen yogurt,  sorbet,  novelties and other  sub-zero  frozen
desserts of other  persons as are involved in a  significant  relationship  with
Manufacturer  (other  than  simply  a  distribution   relationship)  as  may  be
designated by Manufacturer from time to time, all as set forth in Schedule 2B as
supplemented  or  revised  by  Manufacturer  from time to time  with  reasonable
written notice to Distributor (collectively, the "Products").

<PAGE>

         Subject  to  all  of  the  terms  hereof,   Distributor   accepts  such
appointment  and  agrees to use its best  efforts  to  distribute,  resell,  and
deliver  the  Products  (and with a minimum  drop  amount of no greater  than 3?
gallons) in all  flavors  and sizes to all types of retail  stores and all other
types of accounts in this Distributor  Territory (except with respect to certain
channel  limitations  set forth in Section  2.3) and to promote the  Products in
accordance  with  the  terms  of  this  Agreement   throughout  the  Distributor
Territory.

         In accordance with the foregoing, Distributor will use its best efforts
to meet the distribution  performance standards set out in Schedule 2C, and with
such updates and revisions as shall be agreed at least  annually with respect to
each ADI or other market area (the "Performance Requirements"). It is understood
that the Distributor is responsible for meeting the Performance  Requirements on
an annual basis on a market by market basis within the Distributor Territory for
the Distributor  Territory  served directly (and if expressly  applicable  under
Section 2 of this Agreement,  geographic areas within the Distributor  Territory
served indirectly,  by using  subdistributors  which are commonly referred to by
Distributor as "internal subdistributors").

         The performance  goals,  i.e.  annual  business plan volume,  etc. (the
"Performance Goals") for any given calendar year,  determined as provided below,
shall include the performance  matters referred to in the immediately  preceding
paragraph that the Distributor  reasonably  should be expected to achieve in the
Distributor  Territory  for such year and  shall be  determined  by taking  into
account (a) the Performance Goals for the immediately preceding year, (b) actual
performance of the Distributor  during the  immediately  preceding year, (c) any
events or situations  out of the ordinary that have occurred in the  immediately
preceding  year or are  reasonably  expected to occur in the  marketplace in the
following  year,  which  affected  or would  reasonably  be  expected  to affect
Distributor's  performance,  and (d) any reasonably  reliable market performance
data  for  the  various   markets  in  which  the  Distributor  and  such  other
distributors distribute substantially the same products of the Manufacturer.

         The  Performance  Requirements  and  the  Performance  Goals  for  each
calendar year  commencing  2000 shall be proposed no later than October 1 of the
preceding year by Manufacturer,  after prior consultation with Distributor,  and
thereafter  shall be the subject of good faith  negotiations by the parties.  In
the event the parties  fail to reach  agreement by October 15 in any year on the
Performance  Requirements and Performance Goals for the next calendar year, then
the Performance  Requirements  and Performance  Goals for the next calendar year
shall  be  determined  by the  averaging  of the  Performance  Requirements  and
Performance Goals for the top four (other than those to be applicable under this
Agreement)  of  the  major  national   markets  used  by  the  Manufacturer  for
distribution,  planning and operational  purposes provided that, as to 1999, the
parties  commit to reach  agreement  on the 1999  Performance  Requirements  and
Performance  Goals  (which  may not  cover a full 12  months)  by no later  than
October 15,  1998,  and failure of the  parties to reach  agreement  on the 1999
Performance  Requirements  and Performance  Goals by said date shall  constitute
"Cause" under Section 8.3.

<PAGE>

         Failure by the  Distributor  to achieve  the  Performance  Requirements
shall  not  entitle  the  Manufacturer  to  a  claim  for  damages  against  the
Distributor,  but may  entitle the  Manufacturer  to  terminate  for Cause under
Section 8.3. Failure to achieve the Performance Goals shall not constitute Cause
except as  provided  in the  preceding  sentence  with  respect to  reaching  an
agreement by October 15, 1998.

         Within ten days prior to the  commencement  of resale of the  Products,
pursuant to the Transition  Period provisions of Section 2.10, the parties agree
that the Products will be available in appropriate  quantities in  Distributor's
warehouses.

         Distributor  confirms  that it will,  except as otherwise  specified in
this  Agreement,   use  its  best  efforts  to  follow  Manufacturer's   general
distribution  policies  (the  "Distribution  Policies")  as now in effect and as
reasonably amended for application to Manufacturer's distributors generally upon
reasonable  written notice to Distributor  (See Schedule 2D for the Distribution
Policies as in effect for the Distributor on the date hereof.)

         2.2.  Accounts.  Subject to Section 2.3, it is agreed that  Distributor
Territory will include,  for all Products  except bulk, any and all channels and
all  retail  outlets,  including,  but not  limited  to,  supermarkets,  A and B
stores/supermarkets, military bases, food service accounts and concession areas,
Distributor owned push carts and bunker promotions in supermarkets,  convenience
stores, Mom and Pops and specialty food stores and club stores (on a consignment
basis as provided  below).  Distributor  will  establish,  maintain  and operate
company-owned and operated trucks,  warehouse and related assets as necessary to
obtain the distribution  coverage needed to carry out Distributor's  obligations
to  distribute  the  Products.  Distributor  will sell the  Products to accounts
whether or not the account wishes to purchase any other products  distributed by
Distributor.

         Distributor agrees that it will not knowingly,  directly or indirectly,
through  independent  distributors or otherwise,  sell, market or distribute the
Products to any person outside the Distributor Territory or for sale outside the
Distributor Territory.

         2.3. Sales in Distributor  Territory and Authorized  Accounts;  Smaller
Class of Trade Channel;  Food Service Accounts. In the geographic markets within
the  Distributor   Territory  set  forth  on  Schedule  2.3,  Distributor  shall
distribute to the  "Supermarket  Channel" (which shall mean A and B supermarkets
and stores with three cash  registers or more) and not to the "Smaller  Class of
Trade"  (meaning  convenience  stores,  Mom & Pops  and  the  like,  other  than
convenience  store  chains),  which  Smaller  Class  of  Trade  channel  in such
geographic  markets are being handled by other  distributors of the Manufacturer
pursuant  to  Manufacturer's  decision  that  such  arrangement  is in the  best
interest of its marketing program.

         With  respect to  distribution  of Food Service  (which  shall  include
novelties  that are also  distributed as provided in Section 2.2 above and bulk)
which shall consist of sales to non-grocery channels, including, but not limited
to, concessionaires,  captive accounts,  institutional accounts, restaurants and
the like and shall also include such scooping venues (other than  franchises) as
may be established from time to time by the Manufacturer,  the Distributor shall
sell to such Food Service accounts as the Manufacturer may reasonably  designate
from  time  to  time.  It is  understood  that  there  may  be  changes  in  the
Manufacturer's  designation of Food Service  accounts which are to be handled by
the  Distributor,  and the parties agree to reach reasonable  accommodations  in
order to  realize  the  potential  for  sales of the  Products  to Food  Service
accounts.

<PAGE>

         Distributor  agrees  to  distribute  only to the  authorized  types  of
accounts  in the  Distributor  Territory  in  accordance  with  this  Agreement,
including  Sections  2.3 and 2.4. In order to carry out the  provisions  of this
Agreement,  Distributor  will  abide  by and,  where  applicable,  impose  these
"account" or "channel" contractual  restrictions on all the persons distributing
Products under this Agreement except when otherwise authorized in writing by the
Manufacturer.  Nonetheless, in the event that the Products are made available to
a non-permitted  account,  Distributor  agrees to use its best efforts to remedy
the situation.  Distributor,  consistent  with applicable law, will use its best
efforts to  terminate  any  distributor  or other  person who  continues to sell
unauthorized  accounts.  It is understood  that the best efforts  obligations of
Distributor with respect to the channel/customer  limitations under this Section
2.3 are to use best  efforts,  consistent  with law, in enforcing  such customer
restrictions  under this Section 2.3 and Section 2.2 and that Distributor  shall
not be liable to the Manufacturer  for any unauthorized  sales or resales by the
other  distributors as long as Distributor has not authorized any sales by other
distributors in derogation of the rights retained by the Manufacturer.

         2.4. Distribution to Franchisees, etc. Distributor agrees to supply the
Products,   including   bulk,  to   Manufacturer's   franchised,   licensed  and
company-owned  scoop  shops in the  Distributor  Territory  on a drayage  basis.
Distributor  understands that Manufacturer's  franchise agreements require it to
serve franchise  customers first in the event of product  shortage.  Distributor
will receive a handling fee per item delivered as  established by  Manufacturer,
that fee currently being [ * ] per 2-1/2 gallon bulk tub and [ * ] per sleeve of
pints  and  miscellaneous  boxed  goods,  with  [ * ]  of  the  freight  to  the
Distributor to be the  responsibility of Distributor.  The parties agree to meet
and review the appropriateness of these fees at least annually.

         2.5. No Exclusive Rights. Before Manufacturer grants any other person a
right to  distribute  the Products in the  Distributor  Territory,  Manufacturer
shall first give not less than 90 days prior written notice to  Distributor  and
shall consult with Distributor. Before Distributor commences the distribution of
any ice cream products of another person not being distributed by Distributor on
the date hereof,  Distributor will give Manufacturer not less than 90 days prior
written notice and will consult with Manufacturer.

     * This confidential  portion has been omitted and filed separately with the
Commission

<PAGE>

         2.6.  Distributor's Directly Owned and Operated Distribution System. It
is understood  that in the  Distributor  Territory  Manufacturer  shall sell the
Products to Distributor for distribution  through  Distributor's  directly owned
and operated  distribution  system,  including trucks and personnel,  and with a
small percentage  distributed by subdistributors of the Distributor (referred to
by Distributor as "internal distributors").  Distributor agrees that its maximum
resale  prices on  Products  resold  to the  "internals"  will not  exceed [ * ]
(weighted average) above the prices paid by Distributor for such Products to the
Manufacturer  under the first  paragraph of Section 9.1. The parties agree that,
if the size of Distributor's  owned and operated  distribution system increases,
the  parties  will  discuss  whether  Manufacturer  shall sell its  Products  to
Distributor's owned and operated distribution system in additional areas not now
included in Distributor Territory.

         2.6.1.  Distributor  acknowledges that it has been informed that in the
geographic area listed on Schedule 2.6.1 Manufacturer shall sell or may sell the
Products  to  independent  distributors  who  may be the  same  persons  who are
purchasing  products of  Distributor  from  Distributor as  distributors  taking
delivery from the Distributor at such  distributor's  warehouse  (referred to by
Distributor  as "external  distributors").  Distributor  agrees that in any such
market  area  Manufacturer  may use other  direct  distributors  or,  subject to
reaching mutual agreement between the parties,  may sell Products to Distributor
which shall then use its best  efforts to resell to such persons who act as such
"external  distributors"  for  Distributor.  In this connection it is understood
that Distributor will use its best efforts to assist  Manufacturer in concluding
distribution  agreements  with such externals and during the  Transition  Period
shall  provide  distributor  management  without  a fee  and,  if  requested  by
Manufacturer  thereafter,  for a fee of [ * ] of the  purchase  prices  of  such
Products by such externals, or as otherwise mutually agreed between the parties.
In the  event  that  the  Manufacturer  is not  able  to  conclude  distribution
agreements with one or more of the external  distributors on Schedule 2.6.1 with
respect to areas outside the Distributor Territory,  as a result of Dreyer's not
distributing Products of the Manufacturer in such areas, then Distributor agrees
to use its best  efforts  to  purchase  Products  for  resale to such  "external
distributors"  for  distribution by such external  distributors in the specified
areas.

         2.7. Supply of Products for  Distribution.  Manufacturer  agrees to use
its best efforts to make the Products available to Distributor  hereunder F.O.B.
Manufacturer's  plants in Vermont,  in such quantities and flavor assortments as
Distributor may reasonably  require,  subject only to  Manufacturer's  right, if
reasonably required by force majeure or other unforeseen circumstances affecting
production  delays  (subject  to  any  priority  contractually  required  by the
franchise  agreements  referred  to  above) to  allocate  Products  between  all
distributors and franchisees,  including  Distributor and  Manufacturer's  other
distributors  (independent or company-owned) in this country or those buying for
distribution  in foreign  countries.  Distributor  shall purchase on full pallet
basis (or on a split pallet basis with a picking charge),  one flavor per pallet
and on half-trailer load minimum basis.

     * This confidential  portion has been omitted and filed separately with the
Commission

<PAGE>

         2.8. No  Discrimination.  In order to ensure that  competition  for the
Products and products of the  Distributor is vigorous,  Distributor  agrees that
all  incentive,  commission or other  compensation  programs or benefits for its
route  salesmen  or other sales and  sales-type  employees  and other  employees
involved in the  distribution  function  up through  the level of Regional  Vice
Presidents of Distributor  shall have  incentive/commission/compensation/benefit
terms relating to distribution of the Products of the  Manufacturer  that are at
least  equal to those  relating to  distribution  of  products  manufactured  by
Distributor  or  other  products   distributed  by  Distributor   and  that  the
instructions  to and conduct of the  Distributor's  personnel in the Distributor
Territory  shall  be  implemented  so  as  not  to  discriminate,   directly  or
indirectly,   against   distribution  of  the  Products  of  the   Manufacturer.
Notwithstanding  the foregoing,  in the event that Manufacturer,  Distributor or
another manufacturer of frozen dessert products carried by the Distributor has a
time-limited  special incentive  program on certain items,  there can be special
incentive commission on similar arrangements for Distributor's personnel for the
limited  duration of such programs,  with 30 days written notice to the Regional
Vice Presidents of Distributor, that will not be considered to be a violation of
this Section 2.8.

         2.9.  Co-distribution,  etc.  As to all ADI's  within  the  Distributor
Territory  where   Distributor   distributes   products   directly  (or  through
independent  distributors and subdistributors,  if and where so permitted by the
express terms of this Agreement) and where  Manufacturer may be selling to other
distributors,  Distributor will be  co-distributors  with  Manufacturer's  other
distributors, and, as between the Manufacturer and Distributor, Distributor will
not commit any material unfair trade practices as to such other  distributors or
attempt to unlawfully  interfere with their customers,  and  Manufacturer,  when
acting as a distributor,  will not commit any material unfair trade practices as
to Distributor or attempt to unlawfully interfere with Distributor's  customers,
it  being  understood  that  neither   Distributor  nor  Manufacturer  shall  be
responsible  for actions taken or not taken by any of the other  distributors or
subdistributors used by them.

         2.10 Transition Period.  Distributor  acknowledges that  Manufacturer's
ability  to  sell  certain   products  within  the  definition  of  Products  to
Distributor,  and  therefore the effective  implementation  of the  transactions
contemplated by this Agreement, is, to the extent Dreyer's has exclusive rights,
conditioned  upon and subject to either or a combination  of (i)  Manufacturer's
termination  of the Dreyer's  Agreement  without cause by notice given not later
than  September 1, 1998  (except as to the New York  Territory as defined in the
Dreyer's Agreement) or (ii) a modification  thereto consistent with Section 2 of
this Agreement as to the  Distributor  Territory (or portions  thereof) so as to
permit the distribution  contemplated by this Agreement.  In other areas or with
respect to certain  products  within the  defined  Products,  Dreyer's  has only
non-exclusive  rights under the Dreyer's  Agreement and Manufacturer may appoint
Distributor  as an  additional  distributor,  pursuant to the  provisions of the
Dreyer's Agreement.

<PAGE>

         In this  connection,  the  parties  acknowledge  that it is not certain
under the Dreyer's  Agreement whether notice of termination  without cause as to
the New York  Territory (as defined  therein) may be given prior to December 31,
1998 but that  Manufacturer  has the right to make  Dreyer's  rights in said New
York  Territory  non-exclusive  upon not less than 90 days notice.  Accordingly,
this Agreement does not provide for sales of Products to Distributor  for resale
in said New York Territory  prior to the effective date of termination as to the
New  York  Territory,  except  following  90 days  written  notice  given by the
Manufacturer  to Dreyer's  making Dreyer's rights in the said New York Territory
non-exclusive.

         Upon the giving of notice of termination by Manufacturer  without cause
under the Dreyer's  Agreement (not including the New York  Territory),  Dreyer's
rights under the Dreyer's Agreement are or become non-exclusive, unless Dreyer's
elects to give notice to retain its  exclusivity  (in which  event  Manufacturer
plans to give notice to Dreyer's to shorten such  exclusivity to a period of not
more than 90 days,  as  permitted  under the Dreyer's  Agreement).  Accordingly,
Distributor  agrees to use its best  efforts  to  commence  distribution  of the
Products  on such date not  later  than the date or dates in the  various  areas
within  the  Distributor  Territory  that  Dreyer's  rights  are or have  become
non-exclusive  in  such  areas,  it  being  understood  that  the  parties  will
reasonably  cooperate to select a date or dates which are  appropriate  to carry
out the objectives of this Agreement.  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.

         The parties  each agree to use best  efforts to take all  planning  and
action  in the  Transition  Period in order to carry  out the  purposes  of this
Agreement,  and  in  particular  to  avoid  any  hiatus  or  dislocation  in the
marketplace for the  availability of the Products as a result of  Manufacturer's
election  to  shift   certain   distribution   of  its  Products  from  existing
distributors to the Distributor as provided in this Agreement.

         2.11. Regular Performance  Meetings.  The parties agree that executives
of the parties who are not involved in the  day-to-day  distribution  operations
hereunder shall meet at least four times a year to discuss operations under this
Agreement with the intent to resolve  issues of  performance  before they become
potentially major items and consider changes to meet changing market conditions.
Such meetings will be at a place selected by one party for the first meeting and
then at a place selected by the other party for the second meeting,  etc., or at
such other  places as shall be mutually  agreed.  The  parties  agree that these
meetings are an important part of this Agreement.

         3. Marketing and Sales. Manufacturer shall be responsible for marketing
of the Products in accordance with the provisions of this Agreement,  subject to
the following:

         3.1.   Manufacturer  and  Distributor   shall  regularly   exchange  by
electronic  means  any  information   necessary  to  the  performance  of  their
respective responsibilities and roles hereunder.

<PAGE>

Manufacturer  will receive from  Distributor  data provided through the standard
UCS 867 product  transfer/resale  set. The data,  provided weekly,  will include
customer  name and general  location (but without an actual  address),  delivery
date,  quantity,  item  code/description,  price and allowance.  Each party will
cooperate  and Ben & Jerry's will use its best efforts to be able to receive and
transmit data through the standard UCS 867 protocol as soon as practicable.

         3.2.  Manufacturer  will be responsible for the generation and [ * ] of
the cost of the  following:  all print,  radio,  tv or other  media  advertising
placed by the  Manufacturer  and all consumer  promotions,  i.e.,  scoop trucks,
marketing events,  community events and slotting. Each party shall promptly pay,
subject to the following  provisions,  [ * ] of the cost of all trade promotions
on the Manufacturer's  Products,  which shall not include the foregoing items in
the previous  sentence,  but shall include  off-invoice,  retailer ads, retailer
display specials,  bunker programs,  etc. and other trade promotional techniques
which may be used in lieu of such conventional trade promotions. So long as each
party's cost of trade promotions on the Manufacturer's  Products does not in the
aggregate  exceed for all markets in the  Distributor  Territory [ * ] on pints,
quarts and half gallons per gallon per year, the Distributor shall pay its [ * ]
share  of  such  trade  promotions,  without  any  requirement  for  consent  by
Distributor.  With respect to the second category of trade promotions that would
in the  aggregate  exceed  for all  markets [ * ] per  gallon  per year for each
party's [ * ] share of trade promotions,  the parties must mutually agree on the
promotion, in the event of which agreement the cost of the trade promotion shall
be shared on a [ * ] basis,  provided  that,  in the  event the  parties  do not
mutually agree on a trade program in this second category, then the Manufacturer
may require such trade  promotion to be carried out as directed,  but with [ * ]
of the cost of such trade promotion being the responsibility of Manufacturer, it
being understood that  Manufacturer  shall first be required to send a notice to
Distributor committing to such [ * ] cost responsibility.  It is understood that
the  provision  of [ * ] per gallon on pints,  quarts and half  gallons per year
will be subject to appropriate adjustment in the event of a meaningful change in
market conditions for promotion of Manufacturer's Products. All credits or other
payments necessary to carry out the provisions of this Section 3.2 shall be made
by the parties on a monthly basis, and any adjustment necessary to "true up" the
amounts shall be made on a quarterly basis,  with the final adjustment  promptly
after the end of each calendar year.

         3.3. It is understood  that,  unless otherwise  agreed,  Manufacturer's
sales  representatives  shall make  presentations and sales calls to Supermarket
Channel  (three cash  registers or more),  convenience  store  chains,  national
accounts,  restaurants,  and  any  other  accounts  designated  by  Manufacturer
following  reasonable  notice to Distributor as to presentations and sales calls
in  the  Distributor  Territory,  provided  that  Distributor  personnel  in the
distribution system may accompany Manufacturer's personnel, unless inappropriate
in Manufacturer's judgment, to assist in the effective promotion of the Products
through the distribution  system. With respect to other accounts which are to be
sold by Distributor under this Agreement,  including  convenience  stores (other
than convenience store chains) and Mom & Pops,  Manufacturer has determined that
it would be most efficient for sales calls to be made by  Distributor  personnel
at the  direction  of the  Manufacturer.  In  addition,  all  promotions  on the
Products must be only those  authorized by the  Manufacturer,  prior to offering
these to accounts.

     * This confidential  portion has been omitted and filed separately with the
Commission

<PAGE>

         4. Social Mission  Activities.  Distributor  recognizes  that in taking
over the  distribution  of the Products of the  Manufacturer  in the Distributor
Territory it is  succeeding  to the benefit of the image and  reputation  of the
Products  and  the  Manufacturer  that  has  been  created  in  the  Distributor
Territory,  including  that  part of the  image and  reputation  related  to the
Manufacturer's  approach to marketing activities,  including among other things,
community  oriented  events,  promotions or benefits and  Manufacturer's  Social
Mission, as set forth in Schedule 4. Distributor acknowledges its responsibility
to maintain and sustain that image and reputation in Distributor activities as a
distributor of the  Manufacturer  in the  Distributor  Territory,  including the
obligations set forth in Section 4.1 hereof.

         4.1.  Distributor  shall use its best  efforts  to  integrate  into its
business of  distributing  the Products of  Manufacturer  hereunder a reasonable
number  (given the size of  Distributor's  operation)  of  socially  responsible
activities which are not  inconsistent  with those activities and programs which
Manufacturer   conducts  to  implement  its  social  mission,  as  described  in
Manufacturer's  Annual  Report  for  1997  and  other  Manufacturer's  materials
attached  as  Schedule  4.1  and as  reasonably  updated  from  year  to year by
Manufacturer   upon   reasonable   notice  to  Distributor.   The   Manufacturer
acknowledges  that the activities of the  Distributor  set forth in Schedule 4.2
are examples of such socially responsible activities.  It is understood that, in
completing the  Questionnaire  furnished  under Schedule 4.1 on an annual basis,
Distributor  shall be entitled  not to respond to the extent  that the  response
would include confidential business information of Distributor. Material failure
by Distributor to identify and implement such socially responsible activity from
time to  time,  after  notice  of  such  failure,  in  reasonable  detail,  from
Manufacturer  and 90  days  cure  period,  shall,  unless  reasonably  cured  by
Distributor  in said cure  period,  constitute  Cause under  Section  8.3. It is
understood  that such socially  responsible  activity will be part of the annual
Performance  Goals  under  Section  2.1  which  shall  then  become  part of the
Performance Requirements.

         5.       Delivery; Other Services.

         5.1.  Distributor shall be responsible for delivery of the Products and
shall  provide  the  same  delivery  service  and care it  provides  for its own
products,  including service (such intervals in the week as is necessary,  given
the retail outlet,  to exploit the market  potential) for all types of accounts,
products  rotation,  correct  flavor  assortment,  proper display and pricing of
product,  removal of damaged product (provided that in the event that Product is
required  to be removed  pursuant  to a decision  of the  Manufacturer,  such as
discontinuance  of a slow moving item, the Distributor  shall be solely entitled
to credit for the purchase price previously paid for such Product), assurance of
adequate back stock where allowed and display of merchandizing  materials in and
around the freezer case.  Distributor also agrees to comply with  Manufacturer's
general  service  standards for  distributors  as set forth in the  Distribution
Policies referred to above and including those in Section 5.2 below.

<PAGE>

         These  services  will be  provided  by  Distributor  where  Distributor
delivers  its own  products.  To the  extent  that the  Products  are  expressly
permitted by this  Agreement to be delivered  by  independent  distributors  (or
subdistributors) used by Distributor,  Distributor will exercise best efforts to
cause such  independent  distributors (or  subdistributors)  to provide delivery
service and care of the Products as aforesaid but shall in no event be liable to
Manufacturer for any act or omission in respect thereof by any such distributor.
However, in the event that such independent distributors (or subdistributors) do
not provide such delivery and care of the Products, Distributor will take action
to correct the deficiency or appoint other distributors (or  subdistributors) to
provide the required delivery and care of the Products.

         5.2.  Temperature/Handling.  All Products of the  Manufacturer  must be
stored  at -15  degrees  F.  The  Products  may at no  time  in the  channel  of
distribution  go above -10  degrees F under this  Section 5.2 and as provided in
the Distribution Policies of Manufacturer.  In the event Manufacturer determines
that Products is being handled at improper  temperatures,  Manufacturer reserves
the right to insist  that  Product be  destroyed  if quality of such  Product is
affected and at any time and Distributor will remain responsible for payment for
the destroyed Products.

         Manufacturer understands and requires that Distributor's form of market
delivery is direct store delivery,  and each of the Manufacturer and Distributor
agrees to use its best efforts to convert the  warehouse  distribution  to Giant
stores to DSD.

         6. Other  Distribution  by the  Distributor.  Subject to the foregoing,
Distributor  reserves the  unrestricted  right to sell products  (other than the
Products  purchased  from the  Manufacturer)  to anyone  within or  without  the
Distributor  Territory;  however,  in accepting  appointment  as  Manufacturer's
distributor   hereunder,   Distributor   agrees  to  use  its  best  efforts  in
enthusiastically  expanding the sales volume of the Products and their  position
in the case throughout the entire Distributor Territory.

         7.  Relationship of Distributor and  Manufacturer.  The relationship of
Distributor  and  Manufacturer  with respect to sale and purchase of Products is
that of distributor  (purchaser) and manufacturer  (seller), and nothing in this
Agreement  shall be construed to create any agency or  partnership  or any other
relationship, except as set forth herein.

         Neither  Distributor  nor  Manufacturer  shall have,  nor shall  either
represent itself as having, any right, power or authority to create any contract
or  obligations,  either  express or  implied,  on behalf of, in the name of, or
binding  upon the other  party,  or to pledge  the  other's  credit or to extend
credit in the  other's  name unless the other  party  shall  consent  thereto in
advance in writing. Without limitation of the foregoing,  Manufacturer shall not
make any  representation  concerning  Distributor or use of Distributor  name in
Manufacturer's  marketing and sales effort without Distributor's advance written
approval. Manufacturer does have the right without prior approval of Distributor
to  inform  the  trade  that the  Products  are being  distributed  through  the
Distributor's  system,  and as is  necessary  to carry out the  purposes of this
Agreement.  Without limitation of the foregoing,  Distributor shall not make any
representation   concerning  Manufacturer  or  use  of  Manufacturer's  name  in
Distributor's  marketing and sales effort without Manufacturer's advance written
approval. Distributor does have the right without prior approval of Manufacturer
to  inform  the  trade  that the  Products  are being  distributed  through  the
Distributor's  system,  and as is  necessary  to carry out the  purposes of this
Agreement.

<PAGE>

         8.       Term; Termination.

         8.1 Term. The term of this Agreement shall start as of the date hereof,
subject to the provisions of Section 2.10  pertaining to the Transition  Period,
and shall  continue  until  October 1, 2002,  and  thereafter  for an indefinite
period,  unless  in any case  sooner  terminated  pursuant  to the terms of this
Agreement or by mutual agreement.

         8.2.  Termination  Without  Cause.  This Agreement may be terminated by
Distributor  without  cause on not less than 12 months prior  written  notice to
Manufacturer  given to Manufacturer after October 1, 2002, and may be terminated
by  Manufacturer  without  cause at any time on not less than five months  prior
written notice to Distributor  provided that, in the event that such termination
by  Manufacturer  occurs  prior to October 1, 2002,  Manufacturer  shall pay the
amount of undepreciated tax book value of the Distributor for assets invested in
the distribution system under this Agreement,  all as set forth on Schedule 8.2.
In the event  that  there is a Change of  Control  of  Manufacturer  in a manner
deemed to be "hostile" by the Board of Directors of  Manufacturer  prior to said
Change in Control (it being  understood  that said Board of Directors shall have
sole and  conclusive  authority  to make such  determination  as to whether  the
change is "hostile" for purposes of this Agreement),  then Manufacturer shall be
required to give not less than 24 months  written  notice instead of five months
written  notice in order to terminate  this  Agreement  without  cause under the
Section 8.2.

         During the  termination  notice period under Section 8.2, the following
additional obligations set forth in this Section shall apply.

         In the event of  termination  hereunder by  Distributor  without cause,
Distributor shall be obligated, during the twelve (12) months' notice period, to
continue  to purchase  Products  from  Manufacturer  for resale and use its best
efforts to  distribute  in each market in the  Distributor  Territory  listed in
Schedule 2A where Distributor was a distributor  hereunder  immediately prior to
the termination  notice. In connection  therewith,  Distributor shall distribute
suchProducts in compliance with the Performance Requirements in each such market
area, which if not agreed specifically shall be the Performance  Requirements in
effect during the comparable period in the prior year.

         Provided,  however,  that the  Manufacturer  may, upon 30 days' written
notice to Distributor after Distributor has given notice of termination  without
cause,  elect to shorten the 12-month notice period to a shorter period (but not
less than five months), in which event Distributor's  performance obligation for
the 12-month  notice period set forth above shall be prorated to such  shortened
notice period.

         Manufacturer shall not be obligated to appoint additional  distributors
in any area during any termination  notice period.  The above  obligations  upon
termination  shall  only  apply  to the  market  area  or  areas  in  which  the
termination is effective and shall be interpreted accordingly.

<PAGE>

         In the event that Distributor  fails to comply in a material respect in
a market  (as  defined  above)  with the  Performance  Requirements  during  the
termination  notice  period,  this failure  shall  constitute  Cause  justifying
termination by the Manufacturer  under Section 8.3 of this Agreement,  effective
immediately  upon written  notice to Distributor  (notwithstanding  any contrary
provision  in  Section  8.3,  including  any cure  period  in which to cure such
default  that  would   otherwise  be  applicable   under   Section   8.3),   or,
alternatively,  Manufacturer  shall  have the right to shorten  the  termination
notice  period  to a  shorter  period  (but not  less  than 30  additional  days
following  the  date  of  the  Manufacturer's   notice  to  shorten  under  this
paragraph).

         8.3. Termination for Cause. Either party may at any time terminate this
Agreement,  either  entirely  or as to a  particular  affected  portion  of  the
Distributor  Territory  only,  upon sixty (60) days' written notice to the other
for failure of the other party to comply with any of the terms set forth  herein
(which terms shall include the Distributor's  failure to satisfy the Performance
Requirements for Products to be purchased by Distributor for any year, after the
first year ending September 30, 1999) in any material respect,  which shall also
have a material adverse effect on Distributor's  distribution performance in the
Distributor  Territory  or  on  the  affected  area(s)  within  the  Distributor
Territory  as the case may be  ("Cause"),  unless such  default  shall have been
reasonably  cured to the  satisfaction of the other party within sixty (60) days
after  receipt of such  written  notice  specifying  the  failure in  reasonable
detail. The failure of Distributor to continue DSD as the method of distribution
hereunder  shall  be  deemed  to be  "Cause",  entitling  Manufacturer  to  give
Distributor the 60 day written notice as specified in this Section. An "affected
portion" of the  Distributor  Territory  shall be any of the markets  within the
Distributor Territory that are specified in Schedule 2A.

         8.3.1. If Manufacturer notifies Distributor with reasonable specificity
that a  particular  account or group of  accounts  in a  specific  market in the
Distributor  Territory  is not,  in the  reasonable  judgment  of  Manufacturer,
receiving  appropriate  distribution  (i.e. in accordance  with the  Performance
Requirements,  as in  effect  for  the  applicable  period);  Distributor  shall
endeavor to correct the problem.  If following sixty (60) days from such notice,
Manufacturer is not, in its reasonable judgment,  satisfied that the problem has
been  corrected,  Manufacturer  may propose a solution.  If within a  reasonable
period  (generally  thirty  (30) days),  Distributor  agrees to  implement  such
solution and if Distributor in fact implements such solution,  such notice shall
be of no further  effect.  If  Distributor  does not so agree to implement  such
solution or does not in fact implement such  solution,  Manufacturer  shall have
the right to terminate Defendant's  distribution rights to such account or group
of accounts.

         8.4.  Termination Upon Change in Control.  Upon a Change in Control (as
defined below) of the Distributor, the Manufacturer may terminate this Agreement
upon 90 days notice,  and upon a Change in Control (as defined) of Manufacturer,
Distributor  may terminate  this  Agreement  upon 180 days notice,  in each case
given at any time  within the 90 day period  following  the Change in Control of
the other party.  The provisions of this Section 8.4 shall be in addition to the
provisions of Sections 8.2 and 8.3.

<PAGE>

         A "Change of Control" of a party for purposes of this  Agreement  shall
mean  the  earlier  to  occur  of:  (i)  an  announcement  by any  person  of an
acquisition  of a  party's  securities  or other  transaction  with  respect  to
beneficial  ownership of a party with respect to either,  (x) the acquisition of
50% or more of a party's voting securities or (y) the merger or consolidation of
a party with another entity in which the  shareholders  of such party would not,
immediately  after the merger or  consolidation,  own at least 50% of the voting
securities  of the  entity  issuing  the cash or  securities  in the  merger  or
consolidation,  or (ii) the sale of all or substantially  all of the assets of a
party, including with respect to Distributor, a sale of all or substantially all
of the Haagen-Dazs  business (other than the  Haagen-Dazs  franchise  business);
provided,  however, that an internal corporate  restructuring of the Distributor
or Diageo PLC in which the Haagen-Dazs  business becomes a different division or
entity within the Distributor or Diageo PLC,  without a Change of Control of the
Distributor (or Haagen-Dazs or Diageo PLC) otherwise taking place,  shall not by
itself constitute a Change of Control.

         Notwithstanding  the foregoing  provisions of the definition of "Change
in  Control",  a Change in  Control of  Manufacturer  will not be deemed to have
occurred  solely  because of the  acquisition of securities of  Manufacturer  by
members of executive  management or the Board of Directors of Manufacturer or by
an employee benefit plan maintained by Manufacturer for the benefit of employees
or by officers or directors or their "affiliates" or "associates" (as such terms
are defined in Rule 12b-2  under the Act) or members of their  family (or trusts
for their benefit).

         8.4.1. In the event of termination  hereunder by Distributor for Change
in  Control  of  the  Manufacturer  under  Section  8.4,  Distributor  shall  be
obligated,  during the 90 days' notice period,  to continue to purchase Products
from  Manufacturer  for resale and use its best  efforts to  distribute  in each
market in the Distributor  Territory listed in Schedule 2A where Distributor was
a  distributor  hereunder  immediately  prior  to  the  termination  notice.  In
connection  therewith,  Distributor shall distribute such Products in compliance
with the Performance  Requirements in each such market area, which if not agreed
specifically  shall  be  the  Performance  Requirements  in  effect  during  the
comparable period in the prior year.

         In the event that Distributor  fails to comply in a material respect in
a market  (as  defined  above)  with the  Performance  Requirements  during  the
termination  notice  period,  this failure  shall  constitute  Cause  justifying
termination by the Manufacturer  under Section 8.3 of this Agreement,  effective
immediately  upon written  notice to Distributor  (notwithstanding  any contrary
provision  in  Section  8.3,  including  any cure  period  in which to cure such
default  that  would   otherwise  be  applicable   under   Section   8.3),   or,
alternatively,  Manufacturer  shall  have the right to shorten  the  termination
notice  period  to a  shorter  period  (but not  less  than 30  additional  days
following  the  date  of  the  Manufacturer's   notice  to  shorten  under  this
paragraph).

         8.5. In addition to the  applicable  provisions of Sections 8.2 and 8.4
above with respect to certain termination notice periods,  Distributor agrees to
continue to use its best efforts  hereunder  during all  applicable  termination
notice   periods  under  this  Agreement  to  distribute  the  Products  of  the
Manufacturer and to preserve  Manufacturer's  shelf position for the replacement
distributor(s)  selected  by the  Manufacturer  upon  any  termination  of  this
Agreement  in each  market in the  Distributor  Territory  listed in Schedule 2A
where  Distributor  was  a  distributor   hereunder  immediately  prior  to  the
termination  notice.  In connection  therewith,  Distributor  shall  continue to
distribute such Products in compliance with the Performance Requirements in each
such market area (as defined  above) during the  applicable  termination  notice
periods,   which,  if  not  agreed   specifically,   shall  be  the  Performance
Requirements  in effect during the  comparable  period in the prior year. In the

<PAGE>

event that  Distributor  fails to comply in a  material  respect in a market (as
defined above) with the Performance  Requirements  during the termination notice
period in effect under the applicable  section of this  Agreement,  this failure
shall constitute Cause justifying  termination by the Manufacturer under Section
8.3 of this Agreement,  effective immediately upon written notice to Distributor
(notwithstanding  any  contrary  provision in Section  8.3,  including  any cure
period in which to cure such default that would  otherwise be  applicable  under
Section 8.3), or,  alternatively,  Manufacturer  shall have the right to shorten
the  termination  notice  period  to a  shorter  period  (but not  less  than 30
additional days following the date of the Manufacturer's notice to shorten under
this paragraph). Upon any termination of this Agreement, all materials and other
data  submitted  to  Distributor  by  Manufacturer   and  still  in  Distributor
possession shall be returned to Manufacturer  and Distributor  shall not use the
contents thereof.

         8.6.  Post  Termination  Obligations.  Upon  the  termination  of  this
Agreement by  Manufacturer  or by  Distributor,  Distributor  shall return,  and
Manufacturer agrees to repurchase all Products (other than unsaleable  Products)
at  Distributor's  original  purchase price or in the event of Products close to
out-of-code at the appropriate  discount from such original  purchase price, all
in  accordance  with  the  industry  standards,  plus  [ * ] of  the  applicable
reasonable return shipping charges or, at Manufacturer's  option (exercisable by
written  notice to  Distributor),  Distributor  shall  have the right to sell or
liquidate in the Distributor  Territory in a manner reasonably acceptable to the
Manufacturer  its  then-current   inventory  of  Products,   but  not  including
unsalables in accordance with the provisions of this Agreement. For the purposes
of this  provision,  "unsalables"  means damaged or  out-of-code  Products which
shall be  destroyed.  All amounts due for Products sold to  Distributor  and all
other  amounts due under  Sections  3.2 and 9 and any other  provisions  of this
Agreement  shall be immediately  due and payable.  Nothing in this Section shall
affect either party's  obligations to the other upon termination,  including any
claims for damages.

     9. Prices for Products; Payment Terms; Resale Prices; Related Matters.

         9.1.  Prices Payable By  Distributor.  Manufacturer  agrees to sell the
Products  at  the  prices   determined  by   Manufacturer   from  time  to  time
(Manufacturer's  regular  Distributor  Prices),  which shall initially be as set
forth on Schedule 9.1 attached,  F.O.B.  Manufacturer's  plants in Vermont, with
freight  arranged by  Manufacturer  (or as requested by  Distributor)  using its
reasonable  efforts to obtain the best  possible  freight  charge  available and
reimbursed  by  Distributor.  Freight  shall be split [ * ] between the parties,
payable within 21 days after receipt of the freight bill by the party  obligated
by  this  Section  to  make  such  [ *  ]  reimbursement  to  the  other  party.
Manufacturer  may change prices to the Distributor  when it changes price to its
other distributors (absent unusual geographic market conditions),  upon not less
than reasonable  notice to Distributor  which shall normally be not less than 30
days.

     * This confidential  portion has been omitted and filed separately with the
Commission

<PAGE>

         9.1.1. Rebate. Distributor will pay a rebate to Manufacturer based upon
the volume of Products sold by Distributor in the Distributor  Territory per the
Rebate Schedule  defined in Section 9.1.2.  The basic rebate rate of [ * ] based
on the Distributor's monthly sales of all Products to all customers will be paid
monthly  in  arrears  18 days  after the end of the month via  Electronic  Funds
Transfer (EFT) [EDI transaction  type 820].  Adjustments for a greater or lesser
rebate based upon volume will be made at the end of the fourth calendar quarter.
The adjustment  will be made based upon the  cumulative  volume of Products sold
and the rebate  schedule in Section 9.1.2.  Distributor  and  Manufacturer  will
mutually agree upon the applicable  seasonality  percentages.  Distributor  will
make required  adjustment payments within 18 days after the end of the month via
Electronic Funds Transfer (EFT).

         9.1.2.  Rebate  Schedule.  The rebate relates to the volume of sales in
Equivalent Units (gallons  adjusted to a common base taking into account varying
package sizes). The Manufacturer and Distributor have agreed upon the Equivalent
Units ("EU's") calculation as set forth in Schedule 9.1.2. The cumulative volume
will be calculated  on a calendar year basis,  starting at zero at the beginning
of each year. The rebate will be as set forth below:

1. If the total volume of Products sold by  Distributor is greater than or equal
to [ * ] EU's  and  less  than [ * ] EU's,  Distributor  will  pay a  rebate  to
Manufacturer equal to [ * ] of the total aggregate Net Revenues of Products sold
by the  Distributor in the  Distributor  Territory to all customers  during that
calendar year.

2. If the total volume of Products sold by  Distributor is greater than or equal
to [ * ] EU's  and  less  than [ * ] EU's,  Distributor  will  pay a  rebate  to
Manufacturer equal to [ * ] of the total aggregate Net Revenues of Products sold
by the  Distributor in the  Distributor  Territory to all customers  during that
calendar year.

3. If the total volume of Products sold by  Distributor is greater than or equal
to [ * ] EU's  and  less  than [ * ] EU's,  Distributor  will  pay a  rebate  to
Manufacturer equal to [ * ] of the total aggregate Net Revenues of Products sold
by the  Distributor in the  Distributor  Territory to all customers  during that
calendar year.

4. If the total volume of Products sold by  Distributor is greater than or equal
to [ * ] EU's  and  less  than [ * ] EU's,  Distributor  will  pay a  rebate  to
Manufacturer equal to [ * ] of the total aggregate Net Revenues of Products sold
by the  Distributor in the  Distributor  Territory to all customers  during that
calendar year.

5. If the total volume of Products sold by  Distributor is greater than or equal
to [ * ] EU's,  Distributor will pay a rebate to Manufacturer  equal to [ * ] of
the total  aggregate  Net Revenues of Products  sold by the  Distributor  in the
Distributor Territory to all customers during that calendar year.

     * This confidential  portion has been omitted and filed separately with the
Commission

<PAGE>

6.  Notwithstanding  the  foregoing  items in the Rebate  Schedule,  the minimum
rebate on all sales by Distributor in the Distributor Territory prior to January
1, 2000 will be [ * ].

7. If the total  volume  of  Products  sold by  Distributor  in the  Distributor
Territory in any  calendar  year after 1999 and prior to January 1, 2003 is less
than [ * ] EU's,  other  than a short  fall  below  [ * ] EU's  attributable  to
Distributor's  failure to satisfy the Performance  Requirements  and comply with
its other  obligations  under this Agreement or force majeure or other cause not
reasonably   within  the  control  of  either  party  to  this  Agreement,   the
Manufacturer  shall be required to transfer  new  distribution  business,  in an
amount  clearly above the shortfall  amount,  with respect to the Products to be
distributed  outside the  Distributor  Territory or with  respect to  additional
Products  for  distribution  within the  Distributor  Territory.  In  connection
therewith  Manufacturer must notify  Distributor within 20 days after the end of
the  calendar  year,  setting  forth in  reasonable  detail the volumes to be so
transferred  and the areas to which such volumes  relate and must  substantially
complete the transfer of such additional  distribution  business of an aggregate
amount  clearly  greater  in EU's as the  amount of  shortfall  below [ * ] EU's
within  not  more  than 90 days  after  the end of such  calendar  year (or such
greater period of days as may be necessary  solely to comply with any applicable
termination  notice  requirements of contracts  between  Manufacturer  and other
distributors  that must be  terminated  or modified  to permit such  transfers).
Failure to so notify and to so transfer the required amount of new  distribution
business shall constitute Cause for termination under Section 8.3.

         As used in this Section  9.1.2 Net Revenues  shall mean Gross  Revenues
minus returns and allowances for damaged Products.

         9.2. Pricing Economies. Distributor confirms that it is agreeing to pay
Manufacturer a portion of the  efficiencies or savings to its directly owned and
operated   distribution   system   that   result   from  adding  the  volume  of
Manufacturer's  products through that system. For convenience,  the parties have
agreed to reflect this payment by Distributor to  Manufacturer in this Agreement
by an increase in the net prices for the Products  payable by Distributor  under
Section 9.1 (and its subsections) above Manufacturer's regular net prices to its
other  distributors  and by inclusion in Section 9.5 of a provision  for maximum
resale prices established by Manufacturer.

     The  parties  acknowledge  that the  method  they  have,  for  convenience,
selected to reflect the sharing of the  efficiencies  or savings may erroneously
be viewed by others as a  discriminatory  net price charged by  Manufacturer  to
Distributor,  when such view is not consistent  with the economics of the matter
or the  intentions of the parties.  Accordingly,  to eliminate  any  uncertainty
Distributor  hereby agrees and confirms that its submission from time to time of
any purchase order for Products from Manufacturer  shall irrevocably (i) confirm
the release of, and constitute a covenant not to sue in respect of, any claim of
any kind  whatsoever  that its payment of such net higher price for the Products
covered  by  such  invoice  may  be in  violation  of the  price  discrimination
provisions of the Robinson Patman Act and any state price

     * This confidential  portion has been omitted and filed separately with the
Commission

<PAGE>

discrimination  or unfair  competition  law and (ii) confirm the release of, and
constitute a covenant not to sue in respect of, any claim of any kind whatsoever
that its payment of such  higher  price in respect of any  previously  submitted
purchase  order for  Products of the  Manufacturer  may be in  violation  of the
Robinson-Patman Act or any state price discrimination or unfair competition law.
Each  release and  covenant  not to sue by  Distributor  shall  remain in effect
notwithstanding  any  inconsistent  or  contradictory  provision in any purchase
order  or  other  instrument  unless  the  provisions  of this  Section  9.2 are
expressly terminated by a written amendment to this Agreement.

         9.3.  Payment  Terms.  Payment  terms shall be 18 days from the date of
Manufacturer's  invoice (which shall be the  post-marked  date of the invoice or
any earlier date of facsimile  transmission  or other delivery to  Distributor).
Distributor  agrees to maintain its internal bill receipt and payment procedures
so that it will be able to meet  the  payment  terms in the  Agreement,  and the
parties  agree  that all  payments  shall be EFT.  It is agreed  that  these are
material terms of the Distribution Agreement. Manufacturer also agrees to notify
Distributor of any  substantial  increase in freight  charges before shipment is
authorized.

         9.4.  National  Pricing.  Notwithstanding  the foregoing  provisions of
Section 2 or this  Section 9, it is  understood  that  Manufacturer  may,  as is
common  in  the  food  industry,  negotiate  "national"  or  "regional"  pricing
agreements  with certain  accounts  (such as airlines or  Wal-Mart,  to take two
examples)  where the  Manufacturer's  distributors,  including  the  Distributor
hereunder,  continue to sell to such accounts, but this Agreement is modified to
the extent necessary to accommodate such national pricing agreements, subject to
reaching mutual agreement between the parties in each case. The parties agree to
make such  necessary  amendments  to  implement  agreements  reached  under this
Section  9.4.  In the  event  that the  Distributor  does not  agree to any such
national  pricing  arrangement  within  14  days  after  a  reasonably  specific
presentation of the arrangement to the Distributor,  then the Manufacturer shall
have the right to  arrange  for other  distribution  for such  national  pricing
arrangement.

         9.4.1.  Consignment Sales.  Notwithstanding the provisions of Section 2
and this Section 9, it is understood that  Manufacturer may, as is common in the
food industry,  negotiate  certain  consignment  arrangements  for sales to club
stores or Food  Service  accounts and  Distributor  will use its best efforts to
distribute  the Products to such outlets on a consignment  basis,  provided that
consignment  sales shall  require the mutual  agreement of the  parties.  In the
event that the Distributor  does not agree to any such  consignment  arrangement
within 14 days after a reasonably  specific  presentation  of the arrangement to
the Distributor, then the Manufacturer shall have the right to arrange for other
distribution for such consignment arrangement.

         9.5. Resale Prices.  Distributor  shall resell at such prices as it may
determine, and Manufacturer retains no control over such resale prices provided,
however,  that such resale  prices by  Distributor  shall not exceed the maximum
resale price specified in the formula  attached as Schedules 9.5.1 and 9.5.2. It
is  understood  that on the date hereof the maximum  resale  price  specified by
Manufacturer does not exceed the resale price at which Manufacturer believes its
Products  are  generally  being  resold  by its  largest  distributor,  it being
acknowledged  that  Manufacturer  does not control  the resale  prices and that,
therefore, this belief on the Manufacturer's part is only an estimate.

         9.6. Trade Shows. In addition,  Distributor  agrees to provide delivery
of  Products to Trade Shows in the areas in which  Distributor  is  distributing
hereunder at no charge,  provided  that  Manufacturer  provides the Products and

<PAGE>

necessary  freezers for such shows.  Attached is Schedule 9.6,  indicating trade
shows  in  which  the  Distributor  participated  in 1997  and  1998  (including
projected trade shows for the rest of 1998).

         9.7.  Credit Line.  Distributor  shall have a line of credit under this
Agreement which shall be established by  Manufacturer,  and  Manufacturer  shall
have the right, from time to time at its election, to require C.O.D. payment for
any Product at any time when  outstanding  receivables  under this Agreement for
purchase of the  Products  (whether or not due) exceed the amount of such credit
line. Said credit line shall be available  unless  Distributor is in breach of a
material  provision of this  Agreement or unless there is a termination  of this
Agreement  or unless  Manufacturer  determines,  pursuant to the exercise of its
regular credit  policies,  that  Distributor's  financial  condition  warrants a
change in said  credit  line.  Distributor  agrees to pay  interest  on  overdue
amounts  at an annual  rate equal to the base rate  charged  to best  commercial
customers  at Bank  Boston  (or its  successor)  from  time to time  plus [ * ].
Interest shall be payable to Manufacturer on the last day of each month.

         9.8. Most Favored  Nation  Treatment.  In the event that the net margin
percentage  generated by the Distributor with respect to the distribution of ice
cream or other frozen  desserts of persons other than the  Manufacturer  is less
than  the  margin  percentage  generated  by the  Distributor  with  respect  to
distribution  of the Products  hereunder,  calculated with respect to comparable
volumes and term of  purchase/distribution  agreement and other relevant factors
of the  distribution  purchases,  then  Manufacturer  shall  be  entitled  to an
additional rebate in the appropriate  amount so that the Manufacturer shall have
the  benefit of such most  favored  nation  treatment  during the period of this
Agreement.  Manufacturer  shall be  entitled  to an audit,  not more than once a
year,   performed  by  an  independent  public  accounting  firm  of  nationally
recognized  reputation of such books and records,  including  contract terms, of
the Distributor,  but only to the extent  necessary in such firm's  professional
judgment to perform  such audit to  determine  whether an  additional  rebate is
payable to Manufacturer under this Section with respect to Products purchased by
Distributor  during  not more than the two  preceding  years  before the year in
which the audit is  commenced  (it being  understood  that  pricing/rebate  with
respect to any given year may not be audited  more than once).  The  expenses of
such audit shall be paid by  Manufacturer  if no additional  rebate is due after
the audit and shall be paid by the  Distributor if an additional  rebate is due.
The parties  agree that the  judgment  of such firm as to whether an  additional
rebate is due shall be conclusive.

         10.  Compliance with Laws;  Quality  Control.  Each party covenants and
agrees,  during the term hereof,  that it will fully comply with all  applicable
laws, ordinances, regulations, licenses and permits of or issued by any federal,
state or local government entity,  agency or  instrumentality  applicable to its
responsibilities hereunder.

     * This confidential  portion has been omitted and filed separately with the
Commission

<PAGE>

         Manufacturer  shall be responsible for the quality,  including proof of
quality and quality control,  labeling  requirements and truth of labeling,  and
fitness for human consumption of the Products delivered hereunder.  Manufacturer
warrants  and  represents  that the  Products  delivered  hereunder  (1) are not
adulterated  or  misbranded  under the Federal  Food Drug and  Cosmetic  Act, as
amended (the "Act");  (2) are not articles which may not be shipped  pursuant to
Sections 404 or 505 of the Act; and (3) have the  shelflives set forth from time
to time on Schedule 10, which may be supplemented  by Manufacturer  with respect
to  additional  items  that are added to the  Products.  Title  shall  pass upon
delivery,  F.O.B.  Manufacturer's  plants in Vermont.  Notwithstanding any other
provision  hereof,  the parties  understand  that loss or damage to the Products
during  shipment,  after  delivery  F.O.B.  Manufacturer's  Plant,  shall be the
responsibility of Distributor.

         10.1. Recall Possibility.  In the event the Manufacturer  determines to
recall or withdraw any of its Products (the  "Recalled  Products"),  Distributor
will use its  personnel  (or a third  party  retrieval  service  if  Distributor
reasonably  believes the recall or withdrawal will be achieved  faster,  at less
expense or more  efficient)  to remove any Recalled  Products  from  accounts to
which it had  delivered  the  Recalled  Products  (and,  where it uses any other
distributors or  subdistributors,  will use its best efforts to cause such other
persons  to  do  likewise)  and  shall  return  (or  cause  to be  returned)  to
Manufacturer  or dispose of  Recalled  Products  as  directed  by  Manufacturer.
Distributor shall be reimbursed by Manufacturer for all Recalled Products in the
amount  of the net  purchase  price  previously  paid by  Distributor  for  such
Recalled  Products and for its reasonable  out-of-pocket  expenses for using its
personnel  or third  party  service to  accomplish  such  recall or  withdrawal,
including  disposal costs,  with payments by Manufacturer for Recalled  Products
being in cash or replacement Products, at Manufacturer's option. In the event of
any recall or withdrawal  of either  party's  products,  then  Manufacturer  and
Distributor  agree to discuss in good faith  compensation for losses incurred by
the non-recalling party by such disruption.

         11.      Hold Harmless.

         11.1. It is expressly  understood and agreed that Distributor shall not
be  liable  for and  Manufacturer  shall  hold  Distributor  harmless  from  any
obligations,   claims,  demands,   losses,  costs,  damages,  suits,  judgments,
penalties,  expenses  and  liabilities  of any kind or nature to a person  not a
party to this Agreement ("Third Party") arising directly or indirectly out of or
in connection  with this Agreement  caused by  Manufacturer's  alleged or actual
negligence,  willful misconduct or contractual breach, including but not limited
to any costs,  expenses,  court costs and reasonable attorneys' fees incurred by
Distributor  by  reason  of any  defense  to any  claims  or  lawsuits  to which
Distributor has been named a party.

<PAGE>

         11.2. It is expressly understood and agreed that Manufacturer shall not
be  liable  for and  Distributor  shall  hold  Manufacturer  harmless  from  any
obligations,   claims,  demands,   losses,  costs,  damages,  suits,  judgments,
penalties,  expenses  and  liabilities  of any kind or nature  to a Third  Party
arising  directly or  indirectly  out of or in  connection  with this  Agreement
caused by  Distributor's  alleged or actual  negligence,  willful  misconduct or
contractual  breach,  including  but not limited to any costs,  expenses,  court
costs and reasonable  attorneys' fees incurred by the  Manufacturer by reason of
any  defense to any claims or lawsuits  to which  Manufacturer  has been named a
party.

         11.3.    Indemnification Regarding Distributors.

         11.3.1.  It is expressly  understood and agreed that Distributor  shall
not be liable for and  Manufacturer  shall hold  Distributor  harmless  from any
obligations,   claims,  demands,   losses,  costs,  damages,  suits,  judgments,
penalties,  expenses  and  liabilities  of any  kind  or  nature  (collectively,
"Losses")  to a person not a party to this  Agreement  ("Third  Party")  arising
directly or indirectly out of or in connection with Manufacturer's  termination,
in whole or in part, of its relationship with Dreyer's (to select Distributor as
a  replacement  for  some  or all  of  the  distribution  presently  handled  by
Dreyer's),  excluding  (a)  attorneys  fees  incurred by  Distributor  (it being
understood that Manufacturer shall select counsel to defend the Distributor with
respect to such matters  covered by this Section  11.3.1,  as provided in 11.3.3
below and that  Manufacturer  has, in any matter covered by this Section 11.3.1,
no option not to defend  Distributor in such matter) by reason of any defense to
any claims or lawsuits to which  Distributor  has been named a party and (b) any
such Losses caused by the actions or non-actions  of the  Distributor or of some
other person which is not the  Manufacturer.  It is understood that  negotiation
and/or signing by Distributor of this Agreement  shall not be construed to be an
action by Distributor within the meaning of clause (b) of the preceding sentence
with  respect to any claim by  Dreyer's  that such  signing  and/or  negotiation
constitutes  a breach  by the  Manufacturer  of,  or  tortious  interference  by
Distributor with, the Dreyer's Agreement.

     11.3.2.  The  provisions of Section  11.3.1 shall apply to any claim within
the ambit of said section, and the provisions of 11.1 or 11.2 shall not apply to
such claim.

     11.3.3. Third Person Claims. Promptly after a party has received notice
of or has  knowledge  of any claim  against  it covered by Section 11 by a Third
Party or the  commencement  of any action or  proceeding  by a Third Person with
respect  to  any  such  claim,   such  party  (sometimes   referred  to  as  the
"Indemnitee")  shall  give  the  other  party  (sometimes  referred  to  as  the
"Indemnitor")  written  notice of such claim or  commencement  of such action or
proceeding;  provided,  however,  that the  failure to give such notice will not
affect the right to indemnification hereunder with respect to such claim, action
or  proceeding,  except to the  extent  that the other  party has been  actually
prejudiced  as a result of such  failure.  If the  Indemnitor  has  notified the
Indemnitee  within  (30) days from the receipt of the  foregoing  notice that it
wishes to defend  against  the claim by the Third  Person,  then the  Indemnitor
shall  have the  right  to  assume  and  control  the  defense  of the  claim by
appropriate  proceedings  with  counsel  reasonably  acceptable  to  Indemnitee,
provided that the assumption of such defense by the Indemnitor  shall constitute
an acknowledgment of the obligation to indemnify the Indemnitee  hereunder.  The
Indemnitee  may  participate  in the defense,  at its sole expense,  of any such
claim for which the  Indemnitor  shall have assumed the defense  pursuant to the
preceding sentence, provided, however, that counsel for the Indemnitor shall act

<PAGE>

as lead counsel in all matters  pertaining  to the defense or settlement of such
claims,  suit or proceeding  other than claims that in  Indemnitee's  reasonable
judgment could have a material and adverse effect on Indemnitee's business apart
from  the  payment  of money  damages.  The  Indemnitee  shall  be  entitled  to
indemnification  for the  reasonable  fees and  expenses  of its counsel for any
period during which the Indemnitor has not assumed the defense of any claim.

         12. Trademarks. Distributor understands and agrees that it has received
no right or license,  express or  implied,  to use in any manner the name "Ben &
Jerry's" or any other trade name or trademark used or owned by Manufacturer  now
or in the future without the express written  consent of Manufacturer  except as
set forth herein.  Subject to the terms and  conditions of this Agreement and to
the  continuing   performance  by  Distributor  of  its  obligations  hereunder,
Manufacturer  hereby grants  Distributor a non-exclusive,  non-transferable  and
personal license to use Manufacturer's  trademarks and logos ("Marks") solely in
connection with the  distribution,  display and sale of the Products pursuant to
this  Agreement.  Distributor  agrees  that such Marks shall be used only in the
forms and manners  specified and approved in writing in advance by Manufacturer.
All rights granted to Distributor under this Agreement with respect to the Marks
shall  immediately  cease and terminate upon the  termination of this Agreement.
The provisions of this Section shall survive termination.

         13.      [This Section intentionally left blank.]

         14. Scope of Agreement. This Agreement relates only to the distribution
of the Products by Distributor.  The parties confirm their understanding that no
subject,  other than sales by  Distributor  of the  Products and the effect of a
change in control of each party and the  standstill  provisions  relating to the
acquisition  of  securities  or  property  of a party by the other party and its
Affiliates is the subject of this Agreement. No other matters, including without
limitation   matters  relating  to  pricing  of  products  of  the  Distributor,
production, flavors, timing of products or sales/marketing (except as pertaining
to this Agreement) of either party, are covered by this Agreement.

         Confidential  Information  about a party learned  under this  Agreement
shall  not be used  during or after the term of this  Agreement  except  for the
purpose of this Agreement and, without limiting the foregoing,  such information
as to the Manufacturer may not be used by the Distributor in connection with the
production,  marketing,  distribution or sale of Distributor's products. Nothing
in this paragraph shall be construed to prevent or inhibit Distributor's ability
to respond competitively to information as to the Manufacturer provided that the
information  was not at the time it was disclosed to  Distributor  "Confidential
Information"  as defined  below or was  subsequently  disclosed to or learned by
Distributor from the marketplace or from a third party not known to be under any
obligation to Manufacturer to maintain the  confidentiality  of such information
and provided  further that, while  Distributor  agrees to take such measures (as
are reasonable without materially interfering with Distributor's  management) to
minimize  the  number  of  its  employees  (who  are  involved  in the  sale  of
Distributor's  own ice cream  products)  who obtain  knowledge  of  Confidential
Information,  Manufacturer acknowledges that such measures may be imperfect, and
in this regard,  Distributor  agrees to use its best efforts so that such of its
employees  learning such Confidential  Information prior to the time Distributor
otherwise  learns such  information  from the  marketplace  will not  materially
change  Distributor's  decisions  with respect to  production  and  marketing of
Distributor's own products as a result of such Confidential  Information  gained
solely  under  this  Agreement.  In  addition,  in the  event  that  there  is a

<PAGE>

particular item of Confidential Information which is regarded by Manufacturer as
having a very high  degree of  confidentiality,  the  parties  will  discuss the
design and  implementation  of such  special  procedures  as can be  designed to
enable the Distributor to carry out its obligations under this Agreement without
such item actually being used by Distributor in connection with its own products
at  a  time  when  such  item  remains  Confidential  Information.  Confidential
Information  shall,  for  purposes of this  Agreement,  include all  information
relating to a party,  its  business and  prospect,  disclosed by such party from
time to time to the other party in any manner,  whether  orally,  visually or in
tangible form (including,  without limitation,  documents,  devices and computer
readable  media)  and all copies  thereof,  created  by either  party.  The term
"Confidential  Information"  shall be deemed to  include  all  notes,  analyses,
compilations,  studies,  interpretations  or other documents prepared by a party
which contain, reflect or are based upon the information furnished to such party
by the other party pursuant hereto.  Confidential  Information shall not include
any information that:

         (a) was in a party's  possession prior to disclosure by the other party
         hereunder,  provided such  information is not known by such party to be
         subject to another confidentiality agreement with or secrecy obligation
         to the other party;

         (b) was  generally  known  in the ice  cream  industry  at the  time of
         disclosure to a party  hereunder,  or becomes so generally  known after
         such disclosure, through no act of such party;

         (c) has come into the  possession  of a party from a third party who is
         not known by such party to be under any  obligation  to the other party
         to maintain the confidentiality of such information; or

         (d)  was  independently  developed  by a party  without  the use of any
         Confidential  Information  of the other party,  to the extent that such
         independent  development is reasonably  established by such first party
         to the other party.

         This  Agreement (and any documents  referred to herein)  represents the
entire  agreement  and   understanding  of  the  parties  with  respect  to  the
distribution  of  products  of the  Manufacturer  by  the  Distributor  and  the
ancillary standstill provisions of Section 13, and there are no representations,
warranties  or  conditions  or  agreements  (other than  implementing  invoices,
purchase orders and the like necessary to implement the Agreement) not contained
herein (or in any documents not referred to herein).  The following  sections of
this Agreement shall survive any termination of the Agreement: 8.6, 9.2, 11, 12,
13, 14, 16.1 and 17.

<PAGE>

         14.1.  Employees.  Except as otherwise  agreed between the parties,  in
view of the Confidential  Information being transmitted by and to employees of a
party under this  Agreement,  each party agrees not to solicit the employment of
employees, working in the frozen dessert business, of Pillsbury (or Haagen-Dazs)
or the Manufacturer,  as the case may be, during the duration of this Agreement,
it being  understood  that a party is not in breach of this Section if,  without
solicitation by such party, any such employee determines to leave the employment
of the other party and seek employment with such first party.

         15.  Negotiation  of  Agreement.   Each  party  and  its  counsel  have
cooperated in the drafting and  preparation  of this Agreement and the documents
referred to herein,  and any and all drafts relating thereto shall be deemed the
work product of the parties and may not be construed against any party by reason
of its  preparation.  Accordingly,  any rule of law or any legal  decision  that
would require  interpretation  of any ambiguities in this Agreement  against the
party that drafted it is of no application and is hereby expressly waived.

         16. Amendment and  Non-assignability  of Agreement.  This Agreement may
not be amended  or  modified  except by an  instrument  in writing  signed by an
authorized officer of each party. It is agreed that neither party shall transfer
or assign this Agreement or any part hereof or any right arising  hereunder,  by
operation of law or otherwise,  without the prior written  consent of the other.
Any purported assignment without consent shall be void and of no force or effect
or, at the other party's option, shall terminate this Agreement.  Subject to the
foregoing,  this Agreement shall be binding on the respective  parties and their
successors and assigns,  and, with respect to Section 13, their  Affiliates (and
their successors and assigns).

         No waiver  by either  party of any  default  or breach of any  covenant
hereunder  shall be implied  from any omission by either party to take action on
account of such  default if such  default  persists or is  repeated.  No express
waiver shall affect any default other than the default  specified in the waiver,
and then said  waiver  shall be  operative  only for the time and to the  extent
therein  stated.  Waivers by either  party of any  covenant,  term or  condition
contained herein shall not be construed as a waiver of any subsequent  breach of
the same covenant term or condition.  The consent or approval by either party to
or of any act by either party requiring further consent or approval shall not be
deemed  to  waive  or  render  unnecessary  consent  or  approval  to or of  any
subsequent  similar acts. If any provision of this  Amendment is held by a court
of competent jurisdiction to be invalid,  void, or unenforceable,  the remaining
provisions shall  nevertheless  continue in full force without being impaired or
invalidated in any way.

         No  provision  of any  other  instrument,  including  purchase  orders,
invoices,  bills of sale or like  instrument  which is inconsistent or conflicts
with this Agreement shall control or override any provision of this Agreement.

<PAGE>

         17. Waiver of Jury Rights;  Governing  Law;  Jurisdiction.  Each of the
parties hereto  irrevocably waives all rights to a trial by jury with respect to
any  dispute  relating  to this  Agreement,  the  subject  matter  hereof or the
entering into or termination of this Agreement (a "Dispute"). This Agreement and
all  actions  related  hereto  shall be  governed  by the  laws of the  State of
Delaware, excluding its choice of law principles.

         In the event of any  Dispute,  such  Dispute,  if not  resolved  in the
ordinary course between  representatives of the parties,  shall be submitted for
settlement  negotiation  between the Chief Executive Officer of Manufacturer and
the Vice  President,  Haagen-Dazs  North America,  of  Distributor,  and if such
procedure  does not resolve such Dispute within 30 days after a request for such
settlement  negotiation  to the other  party,  then and only then shall all such
Disputes be resolved exclusively by the process of litigation in accordance with
this Section. If such litigation is brought by Manufacturer, it shall be brought
in the State of Minnesota,  or if brought by  Distributor it shall be brought in
the State of Vermont,  provided  that if such  dispute  relates to Section 13 of
this  Agreement,  it may be brought  without resort to the settlement  mechanics
described  above and it may also be  brought  by  Manufacturer  in Vermont or by
Distributor in Minnesota.

         With  respect to any  litigation  relative to any Dispute that has been
commenced in accordance with the foregoing  provisions as to where and when such
litigation  may be brought,  the parties each hereby:  (i) agree that each party
has  sufficient  contacts  with New York City  (Manhattan)  to subject it to the
personal  jurisdiction  of the state and federal courts located in New York City
(Manhattan)  for purposes of any such Proper  Action (a "Proper  Action");  (ii)
agree  that  venue  of  any  Proper  Action  properly  lies  in  New  York  City
(Manhattan);  (iii)  waives and  agrees  not to assert in any Proper  Action any
claim that it is not subject  personally to the  jurisdiction of the above-named
courts, such action should be dismissed on grounds of lack of venue or forum non
convenien;  should be transferred to any court other than the above-named courts
or should be stayed by reason of the  pendency of some other  proceeding  in any
court other than the above-named  courts;  (iv) consents and agrees that service
of process in any Proper Action may be made in any manner permitted by law or by
registered or certified mail, return receipt  requested,  at its principal place
of  business,  and  that  service  made in  accordance  with  the  foregoing  is
reasonably  calculated to give actual notice of any such action;  and (v) waives
and agrees not to assert in any Proper  Action any claim that service of process
made in accordance  with the foregoing does not  constitute  good and sufficient
service  of  process,   including  upon  written  notice.   Notwithstanding  the
foregoing,  any  proceeding  for  temporary  restraining  order  or  preliminary
injunction may be brought without resort to the settlement  mechanics  described
but shall only be brought in  accordance  with the  foregoing  provisions  as to
where litigation with respect to any Dispute may be brought.

         18.  Publicity.  Until  announced by a press  release by  Manufacturer,
neither  party  shall  made  any  disclosure  except  a  disclosure  to  another
distributor of Manufacturer  necessary to implement  certain  provisions of this
Agreement  (except a  disclosure  consented to by the other party) and except as
may be advisable to comply with the securities laws in the opinion of securities
law  counsel to such  party.  It is agreed  that the  Distributor  shall have an
opportunity  to review and comment on the initial press release of  Manufacturer
on this  Agreement and that the parties shall use their best efforts to agree on
the wording of such initial press release of the Manufacturer.

<PAGE>

         19. Notices. Any notices to be given by either party to the other shall
be in writing by personal delivery or by mail, registered or certified,  postage
prepaid  with return  receipt  requested,  or by  facsimile  (only with  receipt
confirmed). Notices shall be addressed to the parties at the addresses set forth
on page one or to said other address as shall have been so notified to the other
party in  accordance  with this  Section  19.  Notices to  Distributor  shall be
addressed to Vice President,  Haagen-Dazs North America, with a copy to the Vice
President and General Counsel,  Pillsbury North America. Notices to Manufacturer
shall be addressed to Chief Executive  Officer,  Ben & Jerry's  Homemade,  Inc.,
with a copy  to  Ropes  & Gray,  One  International  Place,  Boston,  MA  02110,
Attention Howard K. Fuguet, Esq.

IN  WITNESS  WHEREOF,  Diageo  PLC only as to the  obligations  in  Section  13,
Distributor for itself (and its Haagen-Dazs  business unit) and, with respect to
Section 13 for its Affiliates, including Diageo PLC, and Manufacturer for itself
and, with respect to Section 13 its Affiliates, have each executed and delivered
this Agreement as of the day and year first above written.

WITNESSED:                         THE PILLSBURY COMPANY
                                   By:
                                   Title:

WITNESSED:                         BEN & JERRY'S HOMEMADE, INC.
                                   By:
                                   Title:

WITNESSED:                         DIAGEO PLC (only as to Section 13)
                                   By:
                                   Title: