Exhibit 10.4

                              EMPLOYMENT AGREEMENT:

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

                                   WITNESSETH:

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

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

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

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

3. Duties.  As Vice  Chairman of the Company,  Greenfield  shall have duties and
responsibilities as set forth in the by-laws and as determined from time to time
by the Board of  Directors  or by the Chief  Executive  Officer of the  Company.
Greenfield shall use his best efforts

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to advance the best interests of the Company.

4. Compensation and Benefits.

     4.1 Base Salary.  The Company  shall pay to Greenfield a base salary ("Base
Salary") of $132,745  per annum for the fiscal year ending 1995.  Within  ninety
days of the  beginning of each fiscal year the Board of Directors of the Company
will review Greenfield's Base Salary with a view to an upward adjustment thereof
based upon Greenfield's performance,  the performance of the Company, inflation,
comparable salaries of other executives with similar  responsibilities and other
relevant factors.

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

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

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

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

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

5. Protection of Confidential Information.

     5.1 Covenant.  Greenfield  acknowledges  that his employment by the Company
has and will  continue to bring him into close  contact  with many  confidential
affairs of the Company,  including  information about costs,  profits,  markets,
sales, products, key personnel, pricing policies, operational methods, strategic
and other business plans,  manufacturing  processes and other business  affairs,
methods of information not readily available to the public, and plans for future
developments.  Greenfield further acknowledges that the services to be performed
by  him  under  this  Agreement  are  of a  special,  unique  and  extraordinary
character.  Greenfield further  acknowledges that the business of the Company is
conducted  throughout  the  United  States and that he is  therefore  capable of
competing  with the Company  from nearly any location in the United  States.  In
recognition of the foregoing, Greenfield covenants and agrees:

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

          (b) That he will  deliver  promptly to the Company on  termination  of
     this Agreement,  or at any time the Company may so request,  all memoranda,
     notes,

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     records,  reports and other documents (and all copies thereof)  relating to
     the  Company's  business,  which  he may then  possess  or have  under  his
     control.

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

6. Restriction on Competition

     6.1 Covenant. In recognition of the consideration  described in Paragraph 4
and below in this Paragraph, Greenfield covenants and agrees that, so long as he
is employed under this  Agreement and for a period of two (2) years  thereafter,
he will not (i) enter,  directly  or  indirectly,  into the employ of or render,
directly or indirectly,  any services to any person, firm or corporation engaged
in any  business  competitive  with any  business of the  Company;  (ii) engage,
directly or  indirectly,  in any such  business  for his own  account;  or (iii)
become interested, directly or indirectly, in any such business as an individual
partner,  shareholder,  creditor, director, officer, principal, agent, employee,
trustee,  consultant,  advisor  or in any other  relationship  or  capacity.  In
consideration for the agreement not to compete as set forth

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herein,  in addition to the Compensation and Benefits provided in Paragraph 4 of
this  Agreement,  (A) the  Company  agrees  to pay  Greenfield  100% of his then
current Base Salary during the two year period  following the  expiration of the
Term, provided however,  that such payments shall terminate (i) upon the waiver,
following the written  request by Greenfield,  of the restriction on competition
by the Company  with 30 days prior  written  notice;  or (ii) upon  Greenfield's
termination  of  employment  by the Company with cause as defined in Paragraph 9
hereof or termination of this Agreement by the Company under Paragraph 6.2 or 9;
(B) the  provisions  of this  Paragraph  6.1 shall  not be  deemed  to  preclude
Greenfield from employment by a corporation  some of the activities of which are
competitive with the business of the Company if Greenfield's employment does not
relate,  directly or indirectly,  to such competitive business; and (iv) nothing
contained  in this  paragraph  6.1 shall be deemed to prohibit  Greenfield  from
acquiring or holding, solely as an investment, publicly traded securities of any
competitor  corporation  so long as such  securities  do not, in the  aggregate,
constitute more than 2% of any class of series of outstanding securities of such
corporation.

     6.2  Remedies.  In the event of the  violation by  Greenfield of any of the
covenants of Paragraphs 5.1 or 6.1, such violation shall be deemed to be "cause"
for termination  pursuant to the terms of Paragraph 9 hereof,  and, in addition,
the Company shall have the right and remedy to have the  provisions of Paragraph
6.1  specifically  enforced,  it being  acknowledged  and  agreed  that any such
violation or threatened  violation will cause irreparable  injury to the Company
and that money damages will not provide an adequate remedy to the Company.

7.  Independence,  Severability  and  Non-Exclusivity.  Each of the  rights  and
remedies  enumerated in Paragraphs 5.2 and 6.2 shall be independent of the other
and shall be severally

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enforceable  and all of such rights and remedies shall be in addition to and not
in lieu of any other rights and remedies  available to the Company under the law
or in equity.  If any of the covenants  contained in Paragraphs 5.1 or 6.1 or if
any of the rights or remedies  enumerated in Paragraphs  5.2 or 6.2, or any part
of any of them, is hereafter construed to be invalid or unenforceable,  the same
shall not  affect  the  remainder  of the  covenant  or  covenants  or rights or
remedies  which  shall  be given  full  effect  without  regard  to the  invalid
portions. The parties intend to and do hereby confer jurisdiction to enforce the
covenants  contained in Paragraphs  5.1 and 6.1 upon the United  States  Federal
District  Court  for the  District  of  Vermont  and the  courts of the State of
Vermont.  If any of the covenants  contained in Paragraphs 5.1 or 6.1 is held to
be  unenforceable  because of the duration of such provision or the area covered
thereby,  the parties agree that the court making such determination  shall have
the  power to reduce  the  duration  and/or  area of such  provision  and in its
reduced form said provision shall then be enforceable.

8.  Product  Development.  Greenfield  acknowledges  that during the Term he may
conceive of,  discover,  invent or create new  products or product  improvements
whether  patentable  or  copyrightable  or  not  (all  of  the  foregoing  being
collectively  referred to herein as  "Product  Developments")  and that  various
business  opportunities relating to the business of the Company may be presented
to him by reason  of his  relationship  created  by this  Agreement.  Greenfield
acknowledges that all of the foregoing shall be owned by and belong  exclusively
to the  Company  and that he  shall  not have  any  personal  interest  therein,
provided  that they are  either  related in any  manner to the  business  of the
Company,  or are  conceived  or made on or presented  to  Greenfield  during the
Company's  time  or with  the  use of the  Company's  facilities  or  materials.
Greenfield  shall  (i)  disclose  promptly  any such  Product  Developments  and
business opportunities

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to the Company; (ii) assign to the Company, without additional compensation, the
entire rights to such Product  Developments  and business  opportunities;  (iii)
execute all documents and instruments necessary to carry out the foregoing;  and
(iv) give  testimony  in support of its or his  development  or  creation in any
appropriate case.

9.  Termination.  This Agreement shall terminate,  at the option of the Company,
(i) for cause,  which shall be defined as: (a)  Greenfield's  willful failure to
comply with any of the  material  terms of this  Agreement,  including,  without
limitation,  Greenfield's  violation of any covenants in Paragraphs 5.1 and 6.1;
(b) Greenfield's willful engagement,  in his capacity as an executive officer of
the Company, in gross misconduct  injurious to the Company, and (c) Greenfield's
failure to carry out direction from the Board of Directors of the Company or the
Chief  Executive  Officer of the Company;  and (ii)  pursuant to  Paragraph  6.2
hereof.  In the event of  termination of this Agreement by the Company for cause
as defined in this paragraph, Greenfield shall have no further rights under this
Agreement  but  thereafter  shall  continue to be subject to the  provisions  of
Paragraphs 5, 6, 7 and 8 hereof.

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

                                   If to the Company:
                                   Ben & Jerry's     
                                   Homemade, Inc.    
                                   P.O. Box 240      
                                   Waterbury, Vermont
                                   
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                                   Attention: President

                                   If to Greenfield:
                                   585 South Road
                                   Williston, VT 05495

11. General.

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

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

     11.3 Entire  Agreement.  This Agreement sets forth the entire agreement and
understanding  of  the  parties  relating  to the  subject  matter  hereof,  and
supersedes all prior arrangements,  arrangements and understandings,  written or
oral, between the parties. Certain provisions of this Agreement survive the Term
and the expiration, including Paragraphs 5.1, 5.2, 6.1, and 6.2.

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

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

     11.6  Amendments;   Waivers.  This  Agreement  may  be  amended,  modified,
superseded,  canceled, renewed or extended and the terms or covenants hereof may
be waived,  only by a written instrument executed by both of the parties hereto,
or in the case of a waiver,

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by the party  waiving  compliance.  The  failure of either  party at any time or
times to require  performance of any provision  hereof shall in no manner affect
the right at a later  time to  enforce  the same.  No waiver in this  Agreement,
whether by conduct or otherwise,  in any one or more instances,  shall be deemed
to be, or construed as, a further or continuing  waiver of any such breach, or a
waiver of the breach of any other term or covenant  contained in this Agreement.

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

                              BEN & JERRY'S HOMEMADE, INC.

                              By:________________________________
                                 /s/JERRY GREENFIELD


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