Exhibit 10.32

                                 LEASE AGREEMENT

     THIS LEASE dated as of the 1st day of February,  1996,  between  Technology
Park Associates, Inc., a Vermont corporation with principal place of business in
South  Burlington,  Vermont;  PMF  Energy,  Inc.,  a New York  corporation  with
principal  place of business in New York, New York; and  Axinn-Vermont,  Inc., a
New York  corporation  with  principal  place of business  in Jericho,  New York
(hereinafter collectively called "Landlord") and Ben & Jerry's Homemade, Inc., a
Vermont  corporation  with  principal  place of business at  Waterbury,  Vermont
(hereinafter called "Tenant").

1.   DESCRIPTION OF PREMISES.

The Landlord hereby leases to the Tenant the premises shown on Exhibit A
attached  hereto  and  made a part  hereof  (the  "Premises"),  in that  certain
building (the  "Building")  located on Lot 8A,  Technology Park containing 30.13
acres, more or less, and designated as 115 Kimball Avenue, South Burlington, VT,
(the  "Property").  Tenant  shall  also  have  the  non-exclusive  right  to use
driveways, parking areas, entrance ways, walks, and other areas now in place and
hereafter  from time to time added and made  available  to other  tenants of the
Building by Landlord ("Common Areas").  Landlord shall provide  reasonable light
for all  driveways,  sidewalks  and  parking  areas,  and  shall  maintain  such
driveways,  walkways and parking areas in a clean  condition and in good repair.
Tenant and customers and agents of Tenant shall be entitled to the non-exclusive
use in common  with others of all such  Common  Areas,  such use shall be at all
times subject to such reasonable rules and regulations of general  applicability
to all tenants of the Building, as Landlord may from time to time promulgate 

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                                     <PAGE>

governing  the same.  Tenant shall use and require all of Tenant's  employees to
use the parking  areas  designated  by  Landlord.  Tenant  shall have 220 spaces
allocated to its exclusive use as shown on Exhibit A-1. In addition,  should the
Tenant  exercise  its  expansion  option  under this lease,  the Tenant shall be
entitled to the  exclusive  use of an  additional  10 parking  spaces.  Tenant's
parking  spaces will be  reasonably  identified  by signs or pavement  markings.
Tenant shall have the right to establish  reasonable  controls over its assigned
parking  spaces  to help  insure  its  exclusive  use of said  spaces.  Prior to
implementing  any  parking  controls,  Tenant  shall  consult  with and  receive
Landlord's permission,  which shall not be unreasonably withheld or delayed. The
parties agree to cooperate on all parking issues. 

2.   COMMENCEMENT AND TERM.

The initial term of this lease shall be for ten (10) years and shall commence on
January 1, 1996.  The first  monthly  installment  of rent shall  become due and
payable on April 25,  1996,  and the term  shall  expire on January 1, 2006 (the
"Initial Term").  The Landlord hereby  acknowledges that pursuant to Paragraph 4
hereof, the Tenant has paid the first month's rent due hereunder  simultaneously
with the execution of this lease.

3.   RENTAL PAYMENTS

(a) Base Rent.  Tenant  agrees to pay the  annual  rental set forth in Exhibit B
attached  hereto and made a part hereof (the "Base Rent") in lawful money of the
United  States which shall be legal  tender in payment of all debts,  public and
private, at the time of payment, in equal monthly installments in advance on the
25th day of the preceding  month during the Initial Term  (commencing  April 25,
1996) at the office of Landlord or such other place as Landlord may

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designate.  If the Initial Term of this lease does not begin on the first day or
end on the last day of a month,  the Base Rent for that  partial  month shall be
prorated by multiplying  the Base Rent by a fraction,  the numerator of which is
the number of days of the partial  month  included  in the Initial  Term and the
denominator  of which is the total  number of days in the full  calendar  month.
Except as herein specifically  provided, the obligation of the Tenant to pay the
rent specified  herein and all other sums payable by Tenant  hereunder  shall be
absolute and unconditional  under any and all  circumstances,  without notice or
demand and without  abatement,  deduction or setoff. If Tenant shall not pay the
Base Rent or any other sum payable  under this lease  within ten (10) days after
it is due,  the Tenant  shall pay (i) a late charge  equal to one (1) percent of
the unpaid  amount plus (ii)  interest at the rate of fifteen  percent (15%) per
annum on the remaining  unpaid balance  retroactive to the date  originally due,
until paid.

(b) Common  Area  Maintenance  Charges  ("CAM").  In  addition  to the Base Rent
described in  paragraph  3.A.  above,  Tenant shall pay to Landlord CAM charges,
which shall be calculated as follows:

     (A)  For the first twelve (12) months of this Lease,  CAM charges should be
          $1.38  per  square  foot  (50,388   square  feet  times  $1.38  equals
          $69,535.44)  $69,535.44,  or $5,794.62 per month, commencing April 25,
          1996 ("Initial CAM charge"); and

     (B)  Commencing  in year two (2) of this Lease,  CAM  charges  shall be the
          total,  actual annual costs to Landlord of real estate taxes and other
          municipal  assessments (net of abatements,  including  abatements from
          prior Lease Years

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          to the extent  included in CAM charges and not  previously  credited),
          and the following operating expenses of the Landlord provided the same
          are reasonable,  actual and necessary,  out-of-pocket (except Landlord
          may  use  its  normal  accrual  method  of  accounting),  obtained  at
          competitive   prices  and  consistent  with  practice  for  comparable
          facilities  in the  Burlington,  Vermont  area,  and that are directly
          attributable to the operation, maintenance,  management, and repair of
          the  Premises,  the  Building in which the Premises is located and the
          parking  areas,  driveways,  walks and other  improvements  reasonably
          necessary   to  support  the  use  and   occupancy   of  the  Building
          ("Property"),   as  determined  under  generally  accepted  accounting
          principles  consistently applied,  including:

               (1) salaries,  and other  compensation;  including payroll taxes,
               vacation,   holiday,  and  other  paid  absences;   and  welfare,
               retirement, and other fringe benefits; that is paid to employees,
               independent  contractors,  or agents of  Landlord  engaged in the
               operation,  repair,  management,  or maintenance of the Property,
               including the following:

                    (a) inspectors;

                    (b) window cleaners, miscellaneous repair persons, janitors,
                    cleaning personnel;

                    (c) security personnel and caretakers; and

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                    (d) engineers,  mechanics,  electricians,  and plumbers; but
                    not  more  than  two  on-premises   full-time   managers  or
                    superintendents;

               (2) the purchase, cleaning, replacement, and pressing of uniforms
               of employees;

               (3)  repairs  and  maintenance  of the  Property  and the cost of
               supplies,  tools,  materials,  and equipment for Property repairs
               and  maintenance,   that  under  generally  accepted   accounting
               principles consistently applied, would not be capitalized;

               (4) premiums and other charges incurred by Landlord for insurance
               on the Property and for employees including:

                    (a)  fire  insurance,   extended  coverage  insurance,   and
                    earthquake,  windstorm,  hail, and explosion insurance;

                    (b) public liability and property damage insurance;

                    (c) workers' compensation insurance;

                    (d) boiler and machinery insurance; sprinkler leakage, water
                    damage,  water damage legal liability  insurance;  burglary,
                    fidelity,   and   pilferage   insurance  on  equipment   and
                    materials;

                    (e) health, accident, and group life insurance;

                    (f)  insurance  Landlord is required to carry under  Section
                    15; and

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                                     <PAGE>



                    (g) other  insurance as is customarily  carried by operators
                    of   comparable   commercial/industry   buildings   in   the
                    Chittenden  County area;

               (5) costs incurred for  inspection  and servicing,  including all
               outside  maintenance   contracts  necessary  or  proper  for  the
               maintenance  of the  Property,  such  as  janitorial  and  window
               cleaning,  rubbish  removal,   exterminating,   water  treatment,
               electrical,  plumbing, and mechanical equipment,  and the cost of
               materials, tools, supplies, and equipment used for inspection and
               servicing;

               (6) payroll taxes,  federal taxes,  state and local  unemployment
               taxes, and social security taxes paid for employees;

               (7) sales, use, and excise taxes on goods and services  purchased
               by Landlord;

               (8) license,  permit, and inspection fees;

               (9) auditor's fees for public accounting;

               (10) legal fees, costs and disbursements but excluding those-- 

                    (a) relating to disputes with tenants, or

                    (b)  based  upon  Landlord's  breach of  leases  with  other
                    tenants, negligence or other tortious conduct, or

                    (c) relating to enforcing  any leases  except for  enforcing
                    lease  provisions  for the benefit of the Buildings  tenants
                    generally, or

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                    (d)  relating to the defense of the  Landlord's  title to or
                    interest in the Property;

               (11) management fees  (calculated at fifteen percent (15%) of the
               real estate taxes,  assessments and operating  expenses described
               herein) to a person or entity other than the Landlord;

               (12)  the  annual  amortization  over  its  useful  life  with  a
               reasonable salvage value on a straight-line basis of the costs of
               any capital  improvements  made by Landlord  and  required by any
               changes  in  applicable  laws,   rules,  or  regulations  of  any
               governmental  authorities  enacted  after the  Building was fully
               assessed  as a  completed  and  occupied  unit and the  Lease was
               signed;

               (13)  the  annual  amortization  over  its  useful  life  with  a
               reasonable salvage value on a straight-line basis of the costs of
               any equipment or capital  improvements made by Landlord after the
               Building was fully  assessed as a completed and occupied unit and
               the Lease was signed, as a labor-saving  measure or to accomplish
               other savings in operating,  repairing,  managing, or maintaining
               of the Property, but only to the extent of the savings;

               (14) any  costs  for  substituting  work,  labor,  materials,  or
               services  to the  extent the same are used in place of any of the
               above  items,  or for  any  additional  work,  labor,  materials,
               services,  or improvements to comply with any governmental  laws,
               rules, regulations, or other

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                                     <PAGE>



               requirements   applicable  to  the  Property  enacted  after  the
               Building was fully  assessed as a completed and occupied unit and
               the  Lease  was  signed,  that,  at the time of  substitution  or
               addition,  are  considered  operating  expenses  under  generally
               accepted accounting  principles  consistently  applied;  and

               (15) other costs reasonably necessary to operate, repair, manage,
               and maintain the Property in a first class manner and  condition.
               Notwithstanding   anything  contained  herein  to  the  contrary,
               operating expenses shall not include (i) costs billed to and paid
               by  specific  tenants;  (ii) the cost of repairs or  replacements
               resulting  from  insurable  casualty  losses  or  eminent  domain
               takings;  (iii)  depreciation  or amortization of the Property or
               any part thereof, except as expressly permitted; (iv) replacement
               or contingency reserves; (v) ground lease rents or payment of any
               debt or equity obligations; (vi) legal or other professional fees
               relating to leasing,  financing or other  services not related to
               the  normal   operation,   maintenance,   cleaning,   repair  and
               protection of the Property; (vii) brokerage fees and commissions;
               (viii)  promotional,  advertising or public  relations  expenses;
               (ix) services provided for a particular  tenant,  and not tenants
               in general; (x) capital expenditures; and (xi) costs for services
               or expenses that are materially different than those set forth as
               items (1) through  (14) above,  unless such  services or expenses
               are required by law or are necessary in the  reasonable  judgment
               of the Landlord to keep the Property competitive with similar

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               properties in the Burlington,  Vermont area.  Operating  expenses
               shall be reduced by the amount any  proceeds,  awards,  payments,
               guarantees,   credits  or  reimbursements,   which  the  Landlord
               actually receives and which are applicable to operating  expenses
               less the cost  reasonably  incurred in  recovering  such  amount.
               Operating  expenses  shall not include  payments to affiliates of
               the Landlord to the extent such payments exceed customary charges
               for the goods or  services  provided  by such  affiliate.  In the
               event that any  operating  expenses  are shared by tenants of the
               buildings  other than the  Building,  the Landlord will charge to
               the Tenant only its proportionate share of the expenses allocable
               to the Building in particular.  Tenant's  percentage of total CAM
               charges shall be eighteen and 32/100 percent (18.32%) (28.6%,  if
               Tenant  exercises its option for additional space under Paragraph
               31).  The  percentage  of  CAM  charges   payable  by  Tenant  is
               calculated by dividing the Tenant's  gross  leasable area (50,388
               square  feet) by the total gross  leasable  area in the  Building
               (275,000  square  feet).  Tenant  shall pay to  Landlord in equal
               monthly  installments the Initial CAM charge, due on the 25th day
               of each preceding month included in the term of this Lease. If in
               the course of a calendar  year of the lease year,  the CAM charge
               costs exceed the Initial or previous year's CAM charge payable by
               all Tenants  occupying  the building  for such  period,  Landlord
               shall notify  Tenant of this within sixty (60) days after the end
               of  the  calendar  year.  Notice  shall  consist  of a  statement
               received by Tenant that sets forth the CAM charge

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                                     <PAGE>



               costs for such period and the amount thereof due from Tenant.  If
               Tenant requests,  Landlord shall give Tenant reasonably  detailed
               documentation  to support  Landlord's  CAM charges.  Tenant shall
               have  fifteen  (15) days after the  receipt of such notice to pay
               the amount to Landlord.  If any of the costs to Landlord included
               in CAM charges,  decrease in  subsequent  years,  the  applicable
               savings  shall be passed on to  Tenant  by  appropriate  pro rata
               adjustments  to the CAM charges.  The Landlord  represents to the
               Tenant that the  estimate of $1.38 per square foot in CAM charges
               for the first year is  reasonable  and reflects  Landlord's  good
               faith attempt to determine  CAM charges on the building  recently
               acquired  by  Landlord.  During  the term of this  Lease,  annual
               increases of building  management fees and  maintenance  expenses
               shall not exceed 6%.  Landlord  agrees upon  request of Tenant to
               provide an annual  statement  of account  prepared by  Landlord's
               accountant, certifying that the CAM charges for the previous year
               were  consistent  with  what the  lease  allowed,  and  generally
               accepted  accounting  principles.  Tenant  may,  at its own cost,
               request an audit of Landlord's  CAM charge  accounts and records,
               and if an audit  reveals that Tenant has been  overcharged  based
               upon reasonable accounting principles, Tenant's CAM charges shall
               be adjusted  accordingly.  If an audit reveals a  discrepancy  in
               Tenant's favor by more than 10%,

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               Landlord  shall  reimburse  Tenant  one-half (1/2) the reasonable
               cost of the audit.

4.   DEPOSIT.

The Tenant shall pay to the Landlord, no later than the date of the commencement
of the Initial Term of this lease the sum of Thirty-three  Thousand Five Hundred
Ninety-two  Dollars  ($33,592)  of which  $16,796  shall be  applied  to the May
rental,  and  $16,796  shall be held by  Landlord  as a security  deposit,  (the
"Security  Deposit") as security for the payment of Base Rent and all other sums
which may become due  pursuant  to this lease and as security  for the  faithful
performance by the Tenant of all obligations of the Tenant under this lease. The
Security  Deposit  shall be  maintained  by the  Landlord  in a common  Security
Deposit account,  although it shall not accrue  interest.  The Landlord may use,
apply or retain  the whole or any part of the  Security  Deposit  to the  extent
required  for the  payment of Base Rent or any other sums as to which the Tenant
shall be in default,  reimbursement  of any sum which the Landlord may expend by
reason of the Tenant's default of any provision of this lease and the payment of
any damages or other sums to which the Landlord may be entitled under this lease
or under applicable law by reason of Tenant's default.  Provided that the Tenant
is not in default beyond any applicable  notice and cure period  hereunder,  any
part of the  Security  Deposit  not used by the  Landlord as  permitted  by this
paragraph  shall be  returned  to the Tenant  within  thirty (30) days after the
expiration of the lease term, or may, at the Tenant's option,  be applied to the
last month's rent payable  hereunder.

5.   NET LEASE.

The  Landlord  shall not be required to provide any services or do any action in
connection with the Premises except as specifically provided herein.

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6.   USE OF PREMISES.

The Tenant may use the  Premises for general  office use and light  warehousing,
and for such other  ancillary uses as are consistent with general office use and
light warehousing.  The Tenant shall not otherwise use or occupy the Premises or
allow any activity in or about the Premises  which would (i)  materially  impair
the value or  usefulness  of the  Premises or the building of which the Premises
are a part,  (ii)  adversely  affect  the fire and  comprehensive  insurance  or
liability  insurance  premiums  payable  by the  Landlord  with  respect  to the
building of which the Premises are a part,  (iii) constitute a public or private
nuisance or waste or a violation of any state,  local or federal statute,  rule,
regulation or ordinance,  or (iv) unreasonably disturb or interfere with the use
and  occupancy  of any other parts of the building or land of which the Premises
are a part.  Tenant shall not use the Premises for any other  purpose other than
those  specified  above without the prior written  consent of the Landlord which
consent shall not be unreasonably withheld or delayed.  Landlord represents that
the Premises is zoned for such general  office light  warehousing  and ancillary
use.

7.   MAINTENANCE AND REPAIR.

The  Tenant  shall,  throughout  the  term of this  lease,  at its own  cost and
expense, maintain the interior of the Premises (including all interior equipment
and systems used  exclusively by Tenant,  and such other fixtures as are used in
connection   with  the  occupancy  of  the  Premises,   including  any  and  all
replacements  made by the Tenant) (except such as are the Landlord's  obligation
to maintain hereunder) in such condition,  repair and order, as the same now are
or  hereafter  may be put,  reasonable  wear and tear,  fire or other  casualty,
repairs that are the  obligation  of Landlord to make,  or damage  caused by the
failure of the Landlord to make repairs hereunder, excepted.

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                                     <PAGE>



Landlord shall keep and maintain the HVAC and other major building systems,  and
Common  Areas,  including  the roof and  structure  of the building of which the
Premises  are a part in good  condition.  Tenant  shall be  responsible  for any
repairs,  replacement or maintenance of any skylight which Tenant installs after
written  approval of the plans from  Landlord,  which shall not be  unreasonably
withheld or delayed. The Tenant shall also keep the Premises in a neat and clean
condition.

8.   UTILITIES AND SERVICES.

In addition to the general  obligations  of the Landlord set forth  elsewhere in
this lease,  the  Landlord  shall only  furnish  those  services as set forth in
Exhibit C attached  hereto and made a part  hereof.  The  Landlord  shall not be
liable for any failure of water supply or electric  current or of any service by
any utility,  nor for injury or damage to persons  (including death) or property
caused by or resulting from steam, gas,  electricity,  water, rain or snow which
may flow or leak from any part of the Premises, or from any pipes, appliances or
plumbing  works of the same or from the street or  subsurface  or from any other
place, nor from interference  with light or other  incorporeal  hereditaments or
easements,  however  caused,  except  as due to the  affirmative  acts or  gross
negligence  of the  Landlord.  Except  as set  forth in  Exhibit  C, the  Tenant
specifically agrees to pay all charges for electricity,  water, light, and sewer
supplied to the Premises,  and shall indemnify the Landlord  against any and all
liability on such account.

9.   COMPLIANCE WITH LAWS.

The  Tenant,  at its sole  expense,  shall  comply  with all  laws,  orders  and
regulations of federal, state, and municipal authorities,  with any direction of
any public officer,  pursuant to law, any requirements of any insurance  carrier
insuring the Premises or the building of which the Premises are a part affecting
the  Premises or relating to the use or occupancy of the Premises by the Tenant.


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The Tenant, at its sole expense,  shall obtain all licenses or permits which may
be required for the conduct of its  business,  the use of the Premises by it, or
for the  making of  repairs,  alterations,  improvements,  or  additions  to the
Premises  and the  Landlord,  where  necessary,  will  join  with the  Tenant in
applying for all such  permits or  licenses.  Tenant shall not use or occupy the
Premises for any unlawful purpose. Landlord has no knowledge of any violation of
any  permit  or  approval  previously  granted  in  connection  with  the use or
occupancy of the Building. Any future changes,  additions or improvements to the
Building by Landlord  shall be  performed  in  conformance  with all  applicable
rules,  ordinances and  regulations.  Landlord  warrants and represents that the
common areas of the Building are in compliance  with the  requirements  of Title
III of the Americans with  Disabilities Act of 1990, 42 U.S.C.  ss.12101 et seq.
("ADA").   Landlord   further   covenants  and  agrees  that  any   alterations,
modification,  fit-up or construction  performed by Landlord to the common areas
located thereon shall be performed in compliance with the ADA. Tenant represents
and  covenants  that it shall  conduct its  occupancy and use of the Premises in
accordance with the ADA (including,  but not limited to, modifying its policies,
practices and procedures,  and providing auxiliary aids and services to disabled
persons).  If  the  Lease  provides  that  the  Tenant  is to  complete  certain
alterations  and  improvements  to the Premises in  conjunction  with the Tenant
taking occupancy of the Premises, Tenant agrees that that work shall comply with
the ADA and, on request of the  Landlord,  Tenant shall  provide  Landlord  with
evidence  reasonably  satisfactory  to Landlord  that that work was performed in
compliance with

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the ADA.  Furthermore,  Tenant  covenants  and  agrees  that any and all  future
alterations or improvements made by Tenant to the Premises shall comply with the
ADA.

10.  CONDITION OF PREMISES.

The Tenant  acknowledges  that it has had sufficient  opportunity to inspect the
Premises  and accepts the  Premises  in its  present  condition  and without any
representation  or warranty by the Landlord as to the  condition of the Premises
or any  improvements  which  are  located  on the  Premises  or as to the use or
occupancy  which may be made  thereof.  Tenant  acknowledges  that  Landlord and
Landlord's  agents have made no representation or warranties as to the condition
or use of the Premises except Landlord represents and warrants that the Premises
is zoned for general office and light  warehousing  and ancillary uses, and that
to Landlord's  knowledge,  the Building does not contain latent defects.  At the
expiration  or earlier  termination  of this lease,  the Tenant shall remove all
goods and effects not the property of Landlord and shall peaceably surrender the
Premises in as such condition as they are required to be maintained hereunder.

11.  ALTERATIONS AND IMPROVEMENTS.

No  alteration,  addition,  or  improvement to the Premises shall be made by the
Tenant  without the prior written  consent of the  Landlord,  which shall not be
unreasonably  withheld or delayed.  The Tenant may not place on the Premises any
sign or  advertising  matter of any kind  without  obtaining  the prior  written
approval of the Landlord,  which shall not be unreasonably  withheld or delayed.
Any  alteration,  addition,  or improvement  made by the Tenant shall become the
property of the Landlord upon the expiration or other sooner termination of this
lease unless  Tenant  notifies  Landlord not less than one hundred  twenty (120)
days prior to the expiration of the lease, that Tenant desires to remove some or
all of such alterations, additions or improvements. In that event, Tenant

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may remove such  alterations,  additions or  improvements  provided that Tenant,
prior to vacating the Premises,  restores the Premises and the Building to their
original condition.  Tenant shall have the option of removing trade fixtures and
placing the Premises in their original  condition at the Tenant's cost upon such
termination  of this  lease.  Tenant  may  desire  to add a  mezzanine  level of
approximately  six  thousand  (6,000)  square  feet in the  Premises in order to
increase  the usable  lease  area.  Landlord  is willing  to  consider  Tenant's
proposal in the future, provided that the parties agree to mutually satisfactory
terms and  conditions,  and an addendum to this Lease is executed.  If the other
terms and conditions are agreed to,  Landlord shall lease the mezzanine space at
the same rental rate,  or such lower rate as may be  negotiated  by the parties,
and CAM charges per square foot as the original  ground floor space described in
Exhibits A and B attached hereto.  If approximately  six thousand (6,000) square
feet of  mezzanine  is added by Tenant,  Landlord  shall  provide an  additional
twenty four (24) exclusive  parking spaces to Tenant.

12.  TENANT'S DEFAULT.

A "default" shall be defined for all purposes of the lease as follows:

     (a)  Failure  to make due and  punctual  payment  of any Base Rent or other
          sums  payable  under this lease when and as the same shall  become due
          and such  failure  shall  continue for a period of ten (10) days after
          written notice of default by Landlord to Tenant  specifying  that such
          amounts  have not been paid when due;  or

     (b)  Failure by the Tenant in the performance or compliance with any of the
          agreements,  terms,  covenants or  conditions in this lease other than
          those referenced in the foregoing  subparagraph  (a), and such failure
          shall not be cured  within a period of thirty (30) days after  written
          notice by the Landlord to the Tenant  specifying  the failure,  or, in
          the case of a failure

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          which  cannot with due  diligence be cured within said thirty (30) day
          period,  if the Tenant  fails to commence  within said thirty (30) day
          period  the  steps  necessary  to cure  the  same  and  thereafter  to
          prosecute the cure of such failure with due diligence; or

     (c)  If the Tenant shall file a voluntary  petition in  bankruptcy or shall
          be adjudicated a bankrupt or insolvent, or if there shall be appointed
          a receiver or trustee of all or  substantially  all of the property of
          the Tenant,  or if the Tenant shall make an assignment for the benefit
          of creditors; or

     (d)  If the Tenant shall vacate the  Premises,  without  taking  reasonable
          measures to protect the Premises against vandalism,  theft or weather,
          and any such  condition  shall  continue  for a period of twenty  days
          after written notice from the Landlord.

Upon the  occurrence of one or more events of default,  in addition to any other
rights or remedies the Landlord may have,  the Landlord  shall have the right to
immediately  re-enter and regain  possession  of the Premises and to exclude the
Tenant from further use, occupancy,  and enjoyment thereof.  In particular,  but
not by way of limitation, the Landlord may in the event of such uncured default,
remove all persons and property from the Premises and may store such property in
a  public  warehouse  or  elsewhere  at the cost of and for the  account  of the
Tenant,  all  without  service of notice or resort to legal  process and without
being deemed guilty of trespass or becoming  liable for any loss or damage which
may be occasioned  thereby.  Should the Landlord elect to re-enter,  as provided
herein, or should the Landlord take possession  pursuant to legal proceedings or
pursuant to any notice  provided  for by law,  this lease shall  terminate.  The
Landlord shall use reasonable  efforts to relet the Premises or any part thereof
for such term or terms which may be for a term extending beyond the term of this
lease, and at such rental and upon such other terms and conditions as the

March 11, 1996
                                       17

                                     <PAGE>



Landlord,  reasonably deems advisable.  Upon such reletting,  all rental thereby
received  by the  Landlord  shall  be  applied:  first,  to the  payment  of any
reasonable  costs and expenses of such reletting,  including  brokerage fees and
attorneys'  fees, and costs of any such  alterations and repairs as the Landlord
may make to facilitate such re-rental;  second,  to the payment of any Base Rent
or other amounts due hereunder from the Tenant to the Landlord;  and, third, the
residue,  if any, shall be held by the Landlord and applied in payment of future
rent as the same may become due and  payable  hereunder.  If such rent  received
from such  reletting  during  any month be less than that to be paid  during the
month by the Tenant  hereunder,  the Tenant shall pay any such deficiency to the
Landlord.  Should the Landlord at any time terminate this lease for any default,
in addition to any other  remedies it may have,  the Landlord may within  twelve
(12) months after such termination upon notice to the Tenant,  elect to recover,
in lieu of other remedies, from the Tenant all damages the Landlord may incur by
reason  of such  default,  including  the  costs  of  recovering  the  Premises,
reasonable  attorneys'  fees,  together  with  the  worth  at the  time  of such
termination of the excess,  if any, of the amount of rent and other sums payable
by Tenant  hereunder  for the  remainder  of the  applicable  term over the then
reasonable  rental value of the Premises for the remainder of such term,  all of
which  amounts  shall be  immediately  due and  payable  from the  Tenant to the
Landlord.

13.  LANDLORD'S  RIGHT TO PERFORM  TENANT'S  OBLIGATIONS,  AND TENANT'S RIGHT TO
     PERFORM LANDLORD'S OBLIGATION OF MAINTENANCE AND REPAIR.

If the Tenant is in  default  of any  provision  of this  lease,  other than the
provisions  requiring  the payment of rent,  and the Landlord  shall give to the
Tenant written notice of such default, and if the Tenant shall fail to cure such
default  within  twenty  (20) days after the  receipt of such  notice,  then the
Landlord  may cure such  default  for the  account of the  Tenant,  and any sums
reasonably expended

March 11, 1996
                                       18

                                     <PAGE>



by the Landlord in connection  therewith  shall be deemed to be additional  rent
and payable  with rent which shall next become due.  Once Tenant pays the amount
as additional rent, Tenant's default shall be deemed cured for all purposes.  If
the Landlord is in default of any of its  obligations  of repair or  maintenance
under this lease,  Tenant shall have the right to give  Landlord 30 days written
notice of Tenant's intention of making the repairs or required maintenance,  and
if Landlord  fails to effect the required  maintenance or repair within the said
30 days (unless  delayed by causes beyond the control of  Landlord),  Tenant may
contract and perform said repairs or  maintenance,  and deduct the cost from its
rental  payments  hereunder.  If the  Landlord's  failure to repair or  maintain
causes an  emergency  situation in the Premises  which  threatens  the health or
safety of Tenant's occupants,  or an immediate threat to the property of Tenant,
Tenant shall give reasonable notice to Landlord before performing any repairs or
maintenance  itself.

14.  RIGHT OF ACCESS.

Upon reasonable  prior notice from the Landlord to the Tenant,  the Landlord and
its  representatives  may enter the Premises at reasonable times for the purpose
of inspecting the Premises,  performing any work on the Premises or the property
of which the Premises are a part which the Landlord is  authorized  or obligated
to undertake,  exhibiting  the Premises for sale or lease,  (but only within the
last 12 months of the term),  or mortgage  financing,  or posting  any  required
notices.

15.  INSURANCE.

During the term of this lease, the Tenant, at its sole cost and expense, and for
the benefit of the  Landlord,  shall carry and maintain the  following  types of
insurance in the amounts specified:

March 11, 1996
                                       19

                                     <PAGE>



     (a)  Fire and extended  coverage  insurance  covering the  betterments  and
          improvements of Tenant against loss or damage by fire and against loss
          or  damage by other  risks  now or  hereafter  embraced  by  "extended
          coverage",  so-called,  in an amount  not less  than full  replacement
          cost.

     (b)  Comprehensive public liability  insurance,  including property damage,
          insuring  the  Landlord  against  liability  for  injury to persons or
          property  occurring  in or about the  Premises  or arising  out of the
          ownership, maintenance, use, or occupancy thereof. The liability under
          such   insurance   shall  not  be  less  than  Five  Million   Dollars
          ($5,000,000.00)  for any one person  injured  or killed,  and not less
          than Three Million  Dollars  ($3,000,000.00)  for any one accident and
          not  less  than  One  Million  Dollars  ($1,000,000.00)  for  personal
          property damage per accident.

All insurance policies  maintained by Tenant pursuant to the terms of this lease
shall be issued by insurance companies reasonably acceptable to Landlord,  shall
name  Landlord and Tenant as insureds as their  respective  interests may appear
and shall be written as primary  policies which do not contribute to and are not
in excess of coverage  which  Landlord may carry.  All such  insurance  policies
shall  require the  insurance  carriers to provide  the  Landlord  with at least
fifteen (15) days written  notice prior to termination  or  cancellation  of any
policy.  At the  commencement  of the term of this lease and thereafter not less
than  fifteen  (15) days prior to the  expiration  date of any  policy  required
hereunder,  Tenant shall deliver to Landlord  certificates  of insurance in form
and substance acceptable to Landlord.

Landlord shall keep the Building,  and the Property  insured  against damage and
destruction  by fire,  vandalism,  and other  perils  in the  amount of the full
replacement value of the Building, as

March 11, 1996
                                       20

                                     <PAGE>



the value may exist from time to time.  The insurance  shall include an extended
coverage  endorsement of the kind required by an institutional  lender to repair
and restore the Building.

The Landlord shall maintain  contractual  and  comprehensive  general  liability
insurance,  including  public  liability  and  property  damage,  with a minimum
combined single limit of liability of five million dollars  ($5,000,000.00)  for
personal  injuries  or deaths of  persons  occurring  in or about the  Building,
Property and the Premises.  The Landlord  shall name the Tenant as an additional
insured as the Tenant's interest may appear.

16.  WAIVER OF SUBROGATION.

Each of Landlord and Tenant hereby releases the other from any and all liability
or  responsibility  to the other or anyone claiming through or under them by way
of  subrogation  or otherwise for any loss or damage to Property,  including the
Building  and the  Premises  caused by fire or any of the  extended  coverage or
supplemental contract casualties, even if such fire or other casualty shall have
been  caused by the fault or  negligence  of the other  party or anyone for whom
such other party shall be responsible;  provided,  however that any such release
shall not  adversely  affect or impair any  insurance  policies  required  to be
maintained  hereunder,  or prejudice  the right of the releasor to recover under
such  policies.  Landlord and Tenant agree that each will require its  insurance
carrier  to  include  in its  policy  a clause  or  endorsement  confirming  the
foregoing.  If extra costs shall be charged  therefor,  the insuring party shall
advise the other thereof and the other party, at its election, may pay the same,
but shall not be obligated to do so; provided,  however, if the other party does
not pay such extra cost then the first party need not include in its policy such
a clause or endorsement.

March 11, 1996
                                       21

                                     <PAGE>



17.  TENANT'S PROPERTY.

(a)  The Landlord, its agents,  contractors,  or employees,  shall not be liable
     for any  damage to  property  of the  Tenant or of  others  located  on the
     Premises  or  entrusted  to its  employees  nor  for the  loss of any  such
     property by theft or otherwise, and Landlord, its agents,  contractors,  or
     employees  shall not be liable  for any  injury  or  damage to  persons  or
     property  resulting from fire,;  explosion,  falling plaster,  steam,  gas,
     electricity,  wind,  water,  rain,  snow or ice  which  may  leak  into the
     Premises from pipes,  appliances or plumbing  systems or from the street or
     from any other place, or from dampness or from any other cause  whatsoever,
     unless  caused by or due to the willful or negligent act or omission of the
     Landlord or its agents,  contractors,  or  employees.  All  property of the
     Tenant or of others  kept or  stored  on the  Premises  shall be so kept or
     stored  at the  risk of the  Tenant  only  and the  Tenant  shall  hold the
     Landlord harmless from any claims arising out of any damage to the same.

(b)  If the  Tenant is in default  under the terms of this lease and  vacates or
     abandons the Premises (or after 15 days from the  termination or expiration
     of this lease),  any property that the Tenant leaves on the Premises  shall
     be deemed to have been abandoned and may either be retained by the Landlord
     as its own  property or may be disposed of at public or private sale as the
     Landlord  sees fit.  Any  property  of the Tenant sold at public or private
     sale or retained by the Landlord  shall have the proceeds of any such sale,
     or the then  current  fair  market  value of any  property  retained by the
     Landlord as reasonably determined by the Landlord,  applied by the Landlord
     against (i) any expenses of the  Landlord  for removal,  storage or sale of
     such  property,  (ii) any unpaid Base Rent or other  amounts  payable under
     this lease and (iii) any damages or other amounts to which the Landlord may
     be entitled under this lease. The

March 11, 1996
                                       22

                                     <PAGE>



     balance of such amounts, if any, shall be paid to the Tenant at the address
     set forth herein for notices to the Tenant.  The Landlord hereby waives any
     statutory lien or other security interest that it now or hereafter may have
     (unless  affirmatively  granted by the Tenant) in the goods,  equipment and
     other personal property of the Tenant presently, or which may hereafter be,
     situated on the Premises.

18.  QUIET ENJOYMENT.

Landlord covenants and agrees with Tenant that upon Tenant paying said rent, and
performing  all the covenants and conditions  aforesaid,  on Tenant's part to be
observed and  performed,  Tenant shall and may peaceable and quietly have,  hold
and enjoy the premises  hereby  demised,  twenty-four  hours a day, seven days a
week,  for the  term  aforesaid,  subject,  however,  to any  future  underlying
mortgages,  in accordance  with  Paragraph 22 herein.

Landlord  agrees to limit  other uses in the  building  to those which would not
unreasonably affect Tenant's peaceful use and occupancy.  For example,  Landlord
will not allow uses which would cause undue noise,  odor or vibrations,  such as
cheese-making,  oil storage,  foundries and other heavy  industrial  use, or any
other  uses  which  would  not  be  reasonably   compatible  with   office/light
industrial/institutional   or  educational   uses.   Landlord  shall  also  take
reasonable  measures  to provide  that any future use of the  building  will not
interfere  with  "food  grade"  (as  that  term is used  in  applicable  federal
regulations) storage of Tenant.

19.  ASSIGNMENT AND SUBLETTING.

March 11, 1996
                                       23

                                     <PAGE>



This lease may not be assigned or the Premises  sublet by the Tenant without the
express  written  consent  of the  Landlord,  which  shall  not be  unreasonably
withheld or delayed.  However,  Tenant may assign this lease or sublease part or
all of the Premises without Landlord's consent to:

     (i)  any corporation or partnership that controls,  is controlled by, or is
          under common control with, Tenant; or

     (ii) any corporation resulting from the merger or consolidation with Tenant
          or to any entity that  acquires all or  substantially  all of Tenant's
          assets as a going concern of the business  that is being  conducted on
          the  Premises,  as long as the  assignee or  sublessee  is a bona fide
          entity and assumes the obligations of Tenant.

20.  INDEMNIFICATION.

Tenant's  Indemnity.  Tenant indemnifies,  defends,  and holds Landlord harmless
from claims which are:

(a)  for personal injury, death, or property damage; and

(b)  for  incidents  occurring in or about the Premises or Building or Property;
     and

(c)  caused by the negligence or willful  misconduct of Tenant, or those parties
     for whose conduct the Tenant is legally responsible.

When the claim is caused by the joint negligence or willful misconduct of Tenant
and Landlord or Tenant and a third party  unrelated to Tenant,  except  Tenant's
agents,  employees, or invitees,  Tenant's duty to defend,  indemnify,  and hold
Landlord  harmless  shall be in  proportion to Tenant's  allocable  share of the
joint negligence or willful misconduct.

Landlord's Indemnity.  Landlord indemnifies,  defends, and holds Tenant harmless
from claims which are:

March 11, 1996
                                       24

                                     <PAGE>



(a)  for personal injury, death, or property damage; and

(b)  for  incidents  occurring in or about the Premises or Building or Property;
     and

(c)  caused by the  negligence  or  willful  misconduct  of  Landlord,  or those
     parties for whose conduct the Landlord is legally responsible.

When the claim is  caused  by the joint  negligence  or  willful  misconduct  of
Landlord and Tenant or Landlord and a third party unrelated to Landlord,  except
Landlord's agents, employees, or invitees, Landlord's duty to defend, indemnify,
and hold Tenant harmless shall be in proportion to Landlord's allocable share of
the joint negligence or willful  misconduct.

21.  CONDEMNATION.

If at any  time  during  the term of this  lease a  substantial  portion  of the
Premises  (meaning  thereby so much as shall render the  Premises  substantially
unusable  by Tenant,  as  reasonably  determined  by  Tenant)  shall be taken by
exercise of the right of condemnation or eminent domain or by agreement  between
Landlord and those  authorized  to exercise such rights,  (all such  proceedings
being collectively designated as a "taking in condemnation" or a "taking"), this
lease  shall  terminate  and  expire on the date of the  taking and the rent and
other amounts  payable by Tenant  hereunder shall be apportioned and paid to the
date of the  taking.  Tenant  shall  have no right to  interpose,  prosecute  or
collect  a  claim  against  the  Landlord  in  any  proceedings  for  taking  in
condemnation for the loss of the value of this lease or improvements made by the
Tenant to the Premises; provided, however, that the Tenant may claim and recover
from the condemning authority,  but not from the Landlord,  such compensation as
may be separately  awarded or recoverable by the Tenant in Tenant's own right on
account of any and all damage to  Tenant's  business  by reason of any taking in
condemnation and for and on account of any cost or loss to which Tenant might be
put in removing Tenant's

March 11, 1996
                                       25

                                     <PAGE>



merchandise, furniture, fixtures and equipment. Except as expressly set forth in
the  immediately  preceding  sentence,  any  award  for the  value of the  land,
buildings and  improvements  and loss of rent shall belong to the Landlord,  and
Tenant  shall  not be  entitled  to share in any such  award on  account  of any
leasehold  interest.  If the title to less  than a  substantial  portion  of the
Premises shall be taken in  condemnation  so that the business  conducted on the
Premises (as reasonably determined by Tenant), can be continued without material
diminution,  this lease shall  continue in full force and effect.  If the taking
does not amount to a substantial  portion but does materially  adversely  affect
the Tenant's ability to conduct Tenant's business on the Premises, the rent from
and after the date of the vesting of title in the  condemnor  shall be equitably
adjusted by the Landlord to reflect the diminished  value of the Premises to the
Tenant as a direct result of the  condemnation.  Any award for a partial  taking
shall be vested as set forth herein relating to total taking in condemnation.

22.  PRIORITY OF MORTGAGES.

This Lease shall be subject and  subordinated  to the lien of all  mortgages and
deeds of trust at all times in any  amount or  amounts  whatsoever  that may now
exist or hereafter  be placed on or against the  Building or Property,  or on or
against  Landlord's  interest or estate  therein,  all without the  necessity of
having  further  instruments  executed on the part of Tenant to effectuate  such
subordination.  Notwithstanding the foregoing,  in the event of a foreclosure of
any such mortgage or deed of trust or of any other action or proceeding  for the
enforcement  thereof or of any sale  thereunder,  this lease will not be barred,
terminated,  cut off, or foreclosed, nor will the rights or possession of Tenant
hereunder be disturbed, if Tenant shall not then be in default in the payment of
rent or other sums or be otherwise in default under this lease, and Tenant shall
attorn  to  the  purchaser  at  such  foreclosure,  sale,  or  other  action  or
proceeding. Tenant agrees to execute,

March 11, 1996
                                       26

                                     <PAGE>



acknowledge,  and deliver upon demand such further  instruments  evidencing such
subordination  of this lease to the lien of any such mortgages or deeds of trust
as may  reasonably  be required by Landlord.  Provided,  however,  that Tenant's
covenant to  subordinate  this Lease to  mortgages  or deeds of trust  hereafter
executed  is  conditioned  upon  each  such  senior  instrument  containing  the
commitments  specified in the  preceding  sentence.  The Landlord  represents to
Tenant  that as of the date  this  lease  is  signed,  there  are  currently  no
mortgages or other liens or interests  that would take priority over this lease,
and/or would require a third party consent.

23.  CUMULATIVE REMEDIES.

The remedies of the Landlord herein shall be cumulative and not alternative, and
not exclusive of any other right or remedy available to the Landlord.

24.  HOLDOVER TENANCY.

Any holding over by the Tenant after the termination of this lease shall be on a
day to day basis at the rate of (i) 150% of the Base Rent,  plus (ii) applicable
CAM and utility  charges in effect at the time of the holding over prorated on a
daily basis. The covenants and agreements contained herein shall remain in force
during the period of any holding over insofar as applicable.

25.  HAZARDOUS SUBSTANCES.

Except for materials used,  stored or handled in the ordinary course of Tenant's
business,  in compliance  with all applicable laws and  regulations,  the Tenant
shall  not  handle,  process,  store,  release  or use any  hazardous  or  toxic
materials  in or on the  Premises  without  the express  written  consent of the
Landlord,  which may be withheld in its sole discretion.  In connection with the
Tenant's  use or  occupancy  of the  Premises,  the Tenant  shall  comply in all
respects with any applicable  law,  ordinance,  regulation or ruling relating to
environmental protection or the presence,

March 11, 1996
                                       27

                                     <PAGE>



use, generation, storage, release, containment or disposal of hazardous or toxic
materials.  The Tenant shall  indemnify,  defend and hold the Landlord  harmless
from  and  against  any  and all  damage,  cost,  loss,  liability  and  expense
(including  reasonable attorney's fees) which may be incurred by the Landlord by
reason of, resulting from, or arising in any manner whatsoever out of the breach
of the obligations of the Tenant contained in this Paragraph. The Landlord shall
require all other  tenants in the  Building to execute  leases  containing  this
Hazardous  Substances  provision.  Landlord has provided copies to Tenant of any
and all available  environmental  site  assessments  or reports on the land upon
which the Premises is located,  and the Tenant  hereby  waives any claim against
Landlord in the future  regarding toxic  substances or hazardous waste disclosed
in said  assessments  and  reports.

The  Landlord  represents  that  except as  disclosed  in said  assessments  and
reports,  it has no  knowledge  of  any  toxic  or  hazardous  materials  on the
Property.

26.  RECORDING OF LEASE.

This lease shall not be  recorded  by or on behalf of the Tenant,  except at the
express request of the Landlord and in the event this lease is recorded  without
the permission of the Landlord,  then this lease agreement, at the option of the
Landlord,  shall become null and void,  and of no further force and effect,  and
all rights of the Tenant  hereunder  shall cease.  Either of the Landlord or the
Tenant may request  that both  parties  agree to and sign and record a notice of
lease stating the names of the parties,  the  description  of the Premises,  the
term of this lease, and such other  additional  information as may be reasonably
necessary  to  accurately  reflect the terms of this  lease,  and to protect the
legitimate interests of the Landlord and the Tenant against third parties.

March 11, 1996
                                       28

                                     <PAGE>



27.  RENEWAL OF LEASE.

The Tenant  shall have the right to extend  the  Initial  Term of this lease set
forth in  Exhibit  D  attached  hereto  and made a part  hereof.  If there is no
Exhibit D  attached  hereto  then the  Tenant  shall have no right to extend the
Initial  Term of this lease.  Except as set forth in Exhibit D any Renewal  Term
shall be upon all of the terms and  conditions of this lease,  except no further
renewals  or  extensions  of this  lease  shall  be  permitted.  As a  condition
precedent to the Tenant's  exercise of any right of renewal  provided by Exhibit
D, the Tenant  must not be in  default  beyond  any  applicable  notice and cure
provided  herein.  Tenant shall exercise each renewal,  if at all, not less than
three hundred sixty five (365) days prior to the end of the then existing  term.
Renewal shall be by written notice delivered to the Landlord.

28.  NOTICES.

  All
notices or other  communications  under this lease shall be in writing and shall
be  personally  delivered or deposited in the United  States mail,  first class,
registered or certified mail, postage prepaid and shall be addressed as follows:

         (a)      Landlord:

                  PMF Energy, Inc., Axinn-Vermont, Inc. and
                  Technology Park Associates, Inc.
                  c/o John Illick
                  2450 Painter Road
                  Middlebury, VT  05753

          (b)     Tenant:

                  Ben & Jerry's Homemade, Inc.
                  115 Kimball Avenue
                  South Burlington, VT  05403


March 11, 1996
                                       29

                                     <PAGE>



Either  party may change its address by  providing  notice to the other party in
accordance with the above requirements.

Notice for the purposes hereof shall be deemed given when mailed, except that if
any time period  commences  hereunder  with  notice,  such time period  shall be
deemed to commence  when such notice is  delivered  or, if earlier,  when postal
records indicate delivery was first attempted.

29.  FIT-UP.

Landlord  and Tenant  agree to the fit-up  and  improvements  shown on Exhibit E
attached hereto.

30.  TEMPORARY OFFICE SPACE.

The Landlord  shall  provide  Tenant with  approximately  34,200  square feet of
temporary  office space across the south side of the building as  identified  on
the plan  attached  as  Exhibit  F until May 1,  1996.  Tenant  shall  have this
temporary space rent-free until May 1, 1996, but shall pay its prorated share of
CAM and utility expenses, as follows:

     (1)  an agreed sum of  $15,732 in CAM  charges  through  May 1, 1996,  or a
          pro-rata amount if Tenant vacates prior to May 1, 1996;

     (2)  12.44% of all utility expenses (except for electricity); and

     (3)  a share of the total electric bill calculated as follows:

          (i)  the  two (2)  previous  year's  electric  bills  for  the  entire
               Building  prior  to  Tenant's  occupancy  shall be  averaged  and
               divided by twelve (12) (the "Prior Monthly Average").

          (ii) the difference  ("Difference")  between the Prior Monthly Average
               and the monthly electric charge after occupancy  ("Current Bill")
               shall be determined.

March 11, 1996
                                       30

                                     <PAGE>



          (iii)Tenant  shall  pay to  Landlord  the  Difference,  plus an amount
               equal to 12.44% of the current bill for the Building.

If the Tenant has not vacated this temporary office space by May 1, 1996, Tenant
shall pay to the Landlord as holdover  rental,  the sum of $15,000 per month for
each month,  or a portion  thereof that Tenant  occupies said  temporary  office
space.  The parties  will use their best efforts to insure that the Premises are
complete and ready for occupancy by the Tenant by May 1, 1996.

31.  OPTION TO EXPAND.

(a)  Provided  there is no  default  under  this lease on the date the option is
     exercised,  Tenant shall have the  exclusive  option to lease an additional
     27,300  square feet  (28,392  square  feet  including  4% of Common  Area),
     adjacent to the Premises,  as shown on Exhibit A,  ("Option  Space") at the
     same rate per square foot,  Base Rent,  plus CAM  charges,  and the prorata
     share of utility charges, and under the same terms and conditions described
     in this lease.

(b)  Tenant  shall  exercise its option to lease the  additional  space no later
     than December 31, 1996, by notifying Landlord in writing during the term of
     the option, and if Tenant does exercise its option rights hereunder, Tenant
     shall lease the Option Space on the terms referred to in  subparagraph  (a)
     above except that:

     (1)  the term for the Option  Space shall be  coterminous  with the term of
          Tenant's lease of the Premises;

     (2)  the space shall be taken by Tenant "as is"; and

     (3)  A confirmatory  amendment to this Lease providing for the lease of the
          Option Space shall be executed by Tenant within ten (10) business days
          of the receipt by Landlord  from Tenant of its intent to exercise  the
          option. Notwithstanding the foregoing, it is

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                                       31

                                     <PAGE>



          expressly   understood   and  agreed  that  the  Option   Space  shall
          automatically  be added to the  Premises  under  this  lease  once the
          expansion option has been validly exercised by the Tenant.

32.  LIMITATION OF LIABILITY.

Notwithstanding  anything to the contrary contained in this Lease, Tenant agrees
and  understands  that Tenant shall look solely to the estate in the Property of
Landlord,  including,  but not  limited  to, all  rents,  profits  and  proceeds
therefrom,  for  the  enforcement  of a  judgment  (or  other  judicial  decree)
requiring  the  payment  of money by  Landlord  to Tenant by reason of  default,
breach or event of default of Landlord in performance of its  obligations  under
this  Lease,  it being  intended  that  there  will be  absolutely  no  personal
liability  on the  part of  Landlord,  and no  other  assets  of  Landlord,  the
investors in Landlord,  or of Landlord's  partners,  if any, shall be subject to
levy,  execution,  attachment or any other legal process for the  enforcement or
satisfaction  of the  remedies  pursued by Tenant in the event of such  default,
breach,  or event of default,  this  exculpation of liability to be absolute and
without exception whatsoever.

33.  DAMAGE OR DESTRUCTION OF PREMISES.

(a)  In the event that the  Premises or the  Building is damaged or destroyed by
     fire,  windstorm,  or any other  casualty  to such an extent  that it shall
     appear  unlikely  under the existing  conditions  that such damage could be
     repaired  within ninety (90) days from the date such work  commences,  then
     Tenant shall have the privilege of terminating this Lease as of the date of
     such event (notwithstanding any provisions in the Lease to the contrary) by
     furnishing  written  notice to Landlord to that effect not more than thirty
     (30) days after such event; and

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                                       32

                                     <PAGE>



     upon such election by Tenant,  the rental  hereunder  shall be prorated and
     paid or refunded, as the case may be, as of the date the damage occurred.

(b)  If,  however,  the nature of such  damage is such that the  Building  could
     reasonably  be  repaired  or  reconstructed  substantially  to  its  former
     condition within ninety (90) days from the date such work commences,  or if
     Tenant did not exercise  its  aforementioned  privilege  to terminate  this
     Lease,  then in either or such  events,  Tenant  shall not be  entitled  to
     surrender  this Lease,  but Landlord  shall with  reasonable  due diligence
     commence  to repair  and  restore  the  Premises  to a  condition  at least
     equivalent to that  prevailing  immediately  prior to the happening of such
     casualty with all reasonable dispatch,  and in any event, in the absence of
     unavoidable delay, such repair or restoration to be completed within ninety
     (90) days from the date such work  commences,  or such other period of time
     as Tenant and Landlord may agree upon in writing, and if, during the period
     of such repair or  restoration,  Tenant is deprived of  occupancy of all or
     any part of the Premises for Tenant's accustomed use thereof,  then, to the
     extent that Tenant may be unable reasonably to conduct its regular business
     therein,  Tenant shall receive a  proportionate  reduction  from its rental
     obligation  hereunder  corresponding  to the  time  during  which,  and the
     proportion of said Premises from which, Tenant shall have been so deprived.
     In all events, the Tenant shall have the further option of terminating this
     lease  should  repairs to or  restoration  of the  Premises not be complete
     within six months of the date of the casualty.

(c)  Notwithstanding  the foregoing  provisions  in this  Paragraph 33, if, as a
     result of such casualty, the Building shall be damaged or destroyed to such
     an extent as to require  substantially  the  rebuilding  of at least  sixty
     percent (60%) thereof, and if all other leases in

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                                       33

                                     <PAGE>



     the Building are being  terminated  and the Landlord has  determined not to
     repair or restore the Building,  then, in such event,  Landlord  shall have
     the privilege of terminating  this Lease as of the date of such casualty by
     furnishing written notice to Tenant to the effect not more than thirty (30)
     days  after the  occurrence  of such  casualty,  in which  event the rental
     hereunder  shall be prorated and paid, or refunded,  as the case may be, as
     of the date the casualty occurred.

34.  MISCELLANEOUS.

(a)  Landlord will use reasonable  efforts to negotiate  favorable utility rates
     with the various  utilities.  Tenant shall pay their own  separate  utility
     charges for water,  sewer and electricity,  and shall pay its prorata share
     of heating and cooling expenses.

(b)  At  the  request  of  Landlord,  Tenant  shall  deliver  current  financial
     statements  to  Landlord  or  Landlord's  bank for the  purpose of securing
     financing.

(c)  Tenant  acknowledges  and agrees that Landlord is in the process of seeking
     both  state  and  local  approvals  and  permits  for a  fourteen  (14) lot
     subdivision  ("Technology Park"). Tenant agrees to cooperate, at no expense
     to the Tenant, with Landlord in connection with said permits and approvals.
     In addition, Tenant shall not ask for party status in the approval process,
     nor shall Tenant directly or indirectly attempt to influence the outcome of
     the permit process in any manner deemed  adverse to Landlord;  Tenant shall
     not appeal any permit or approval,  nor influence anyone else to appeal any
     permit.

(d)  In any  litigation  between the parties  regarding  this lease,  the losing
     party shall pay to the prevailing  party all reasonable  expenses and court
     costs including  attorneys' fees incurred by the prevailing  party. A party
     shall be considered the prevailing party if:

March 11, 1996
                                       34

                                     <PAGE>



     (1)  it initiated the  litigation and  substantially  obtains the relief it
          sought,  either  through a judgment  or the losing  party's  voluntary
          action before arbitration (after it is scheduled), trial, or judgment;

     (2)  the other party withdraws its action without  substantially  obtaining
          the relief it sought; or

     (3)  it did not initiate the  litigation and judgment is entered for either
          party, but without substantially granting the relief sought.

(e)  The Tenant  shall have the right to place 5 sign(s) on the  exterior of the
     Building  with  Landlord's  prior  written  consent,  which  shall  not  be
     unreasonably  withheld or delayed,  and subject to the Tenant receiving all
     approvals and permits necessary under the South Burlington sign ordinance.

(f)  In the event the Premises is rendered  substantially  unusable  (through no
     fault of Tenant, its employees, agents, invitees, or contractors) by reason
     of some  event not  covered  by fire,  casualty  or  business  interruption
     insurance,  and the Premises remains  substantially  unusable for more than
     two (2) weeks,  there shall be a prorata  abatement  of Base Rent and other
     charges  payable  hereunder for the period after two (2) weeks in which the
     Premises remains  unusable.  If the Premises remains unusable for more than
     two (2) months,  under this subparagraph,  the Tenant shall have the option
     of terminating this lease, in which event, all payments  hereunder shall be
     prorated and paid, or refunded as the case may be.

35.  RIGHT OF FIRST OFFER OF ADDITIONAL SPACE.

A.   Space Subject to First Offer

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                                       35

                                     <PAGE>



     The terms of this  Paragraph  35 shall apply to the balance of the space in
     that one half of the  Building to be occupied by Tenant as shown on Exhibit
     A,  including  that  portion of such space  currently  subject to  Tenant's
     expansion  option under  Paragraph 31, after Tenant's option has expired by
     its terms without having been exercised by Tenant.

B.   Notice Procedure

     The  Landlord  shall give the Tenant  notice of the  proposed  rent and any
     other  material terms upon which any part or all of the subject space is to
     be leased to a third party.  The Tenant  shall then have ten (10)  business
     days from such notice to determine whether or not it elects to lease any or
     all of such space. If the Tenant does elect to lease this space,  the lease
     for the new space  will be  coterminous  with and on the same  terms as the
     lease for the rest of the  Tenant's  Premises,  with the  exception of Base
     Rent,  which will be the amount  specified by the Landlord in its notice to
     the Tenant. If the Tenant does not elect to lease the additional space, the
     Landlord shall be free to offer the space to third parties at no lower rent
     and on no more  materially  favorable  terms  than those  presented  to the
     Tenant;  provided,  however,  that if the  Landlord is unable to lease this
     space within six (6) months of the date the Tenant  rejected the Landlord's
     offer, or if the Landlord makes a different,  more favorable offer to third
     parties,  the  Landlord  shall be  required  to  re-offer  the space to the
     Tenant.

36.  WAIVER.

The failure of the  Landlord to insist  upon  strict  performance  of any of the
terms,  conditions  and  covenants  herein,  shall not be deemed a waiver of any
rights or remedies  that the  Landlord may have and shall not be deemed a waiver
of any  subsequent  breach or  default in the terms,  conditions  and  covenants
herein contained.

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                                       36

                                     <PAGE>



37.  INVALIDITY OR INAPPLICABILITY OF CLAUSE.

If any term or provision of this lease or the application  thereof to any person
or  circumstances  shall,  to any  extent,  be  invalid  or  unenforceable,  the
remainder of this lease, or the application of such term or provision to persons
or  circumstances   other  than  those  as  to  which  it  is  held  invalid  or
unenforceable,  shall not be affected  thereby,  and each term and  provision of
this lease shall be valid and be enforced to the  fullest  extent  permitted  by
law.

38.  CAPTIONS.

The headings and captions contained in the lease are inserted for convenience of
reference  only,  and are not to be deemed  part of or to be used in  construing
this lease.

39.  SUCCESSORS OR ASSIGNS.

The covenants and agreements  herein contained shall,  subject to the provisions
of this lease bind and inure to the benefit of the Landlord,  its successors and
assigns,   and  Tenant,   its  successors  and  assigns,   except  as  otherwise
specifically provided herein.

40.  ENTIRE AGREEMENT; AMENDMENTS.

It is  expressly  understood  and agreed by and between the parties  hereto that
this lease sets forth all the promises, agreements,  conditions, inducements and
understandings  between the Landlord and the Tenant relative to the Premises and
that there are no promises, agreements, conditions, understandings, inducements,
warranties or representations, oral or written, express or implied, between them
other than as herein set forth and shall not be modified in any manner except by
an instrument in writing executed by the parties.


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                                       37

                                     <PAGE>



     IN WITNESS  WHEREOF,  the parties have executed this lease the day and year
first above written.

In the presence of:                         PMF ENERGY, INC.
                                            AXINN-VERMONT, INC.
                                            TECHNOLOGY PARK ASSOCIATES, INC.

                                            By: TECHNOLOGY PARK ASSOCIATES, INC.


_______________________                     By:________________________________
/s/Tracy R. Knight                             /s/John Illick        
                                               Its Duly Authorized Agent

                                            TENANT:

                                            BEN & JERRY'S HOMEMADE, INC.


_______________________                     By:________________________________
/s/Jeffrey Davis                               /s/Robert Holland, Jr.
                                               Its Duly Authorized Agent




[drenau.wp.pmc.tpa]lease.bj
4829/1

March 11, 1996
                                       38

                                     <PAGE>




                                    EXHIBIT A

                             DESCRIPTION OF PREMISES

                                   FLOOR PLAN




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                                       39

                                     <PAGE>



                                   EXHIBIT A-1

                                    SITE PLAN




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                                       40

                                     <PAGE>




                                    EXHIBIT B

                                SCHEDULE OF RENTS

                                  INITIAL TERM


Period  Annual Rental for 50,388 square feet
------  -------------                       

Year

 1                   $201,552 ($4.00 per square foot)

 2                    214,149 ($4.25 per square foot)

 3                    226,746 ($4.50 per square foot)

 4                    226,746

 5                    226,746

6-10                  226,746          adjusted annually for increase in CPI
                                       with a minimum of 2% per year and a
                                       maximum of 6% per year (i.e., year 6
                                       rental shall be $226,746 per year plus
                                       the increase in CPI, as defined in
                                       Exhibit D, from year 5) plus
                                       applicable CAM charges.





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                                       41

                                     <PAGE>



                                    EXHIBIT C

                          SERVICES SUPPLIED BY LANDLORD


          The Landlord shall provide the Premises with the following services:

          o    Reasonable  heating and air conditioning,  for which Tenant shall
               pay its prorata share as  additional  rental.  Tenant's  share of
               heating and air  conditioning  cost shall be 18.32% of Landlord's
               total cost. If Tenant  exercises  its option to lease  additional
               space pursuant to Paragraph 31 herein,  Tenant's share of heating
               and air  conditioning  costs shall be 28.6% of  Landlord's  total
               cost.

          o    Snow  removal  from  all  parking  lots,  driveways,   sidewalks,
               emergency exits and roof.

          o    Landscaping,  including maintenance of the parking lot and lawns,
               trees, shrubbery, walkways and sidewalks.

          o    Maintenance of the roof,  exterior shell and structural  elements
               of the Building.

          o    Maintenance  and  preservation  of the water  supply,  (excluding
               sinks and drains within the Premises),  including  complying with
               and obtaining all necessary permits.

          o    Maintenance  and   preservation  of  sewage  system,   (excluding
               toilets,  drains  and  sinks  within  the  Premises),   including
               complying with and obtaining all necessary permits.

          o    Maintenance of HVAC system, including piping to all units.

          o    Existing  exterior  lighting  or  future  lighting  installed  by
               Landlord.

          o    Emergency generator.

          o    Boiler.

          o    Sprinkler system; fire alarm system and panel.

          o    Provision of existing telephone lines into Building.



March 11, 1996
                                       42

                                     <PAGE>



                                    EXHIBIT D
                              RIGHT TO EXTEND TERM




               NO RIGHT TO EXTEND INITIAL TERM




            X  The Tenant  shall have the right to extend  the  Initial  Term of
               this lease for two (2) additional  term(s) of five (5) years each
               in accordance  with the  provisions of Paragraph 27 of the lease.
               The Base Rent during each year in any Renewal Term shall be equal
               to the Base Rent for the 10th year  rate,  adjusted  annually  by
               increases,  if any, in the Consumer  Price Index,  (the "Index"),
               with a minimum 2% per year  increase and a maximum of 6% increase
               in any  one  year.  The  Index  shall  mean  the  Consumer  Price
               Index-All  Urban  Consumers  published  by the  Bureau  of  Labor
               Statistics of the United States Department of Labor.



March 11, 1996
                                       43

                                     <PAGE>



                                    EXHIBIT E

                     FIT-UP AND IMPROVEMENTS TO BE PERFORMED
                             BY LANDLORD AND TENANT


     The Landlord shall perform the following improvements to the premises:

     1.   Separate  water meter and separate  electric  meter for service to the
          premises.

     2.   Landlord shall turn the space over to Tenant in broom-clean condition,
          and shall remove all office equipment and the "environmental room".

     3.   Landlord shall leave in place through May 1, 1996,  office  partitions
          as part of the front  office  space.  Tenant  shall have the option to
          purchase  or lease the  existing  partitions  after May 1, 1996 if the
          parties can agree on a lease or sale price.

     4.   Clean existing  condensate  drains;  provide vented traps to eliminate
          pressure differences caused by other AHUs and insure complete drainage
          of lines and pans.

     5.   Adjust, repair or replace flush valves in toilet room as needed.

     6.   If lab.  results on samples from AHUs at Column 8c, 9c, 8e and 9e from
          testing  performed  by Burge  Aerobiology  are high,  remove  duct and
          casing  liner  and  clean  and  decontaminate  AHU  ducts  by  trained
          professionals.  If lab.  tests are low,  remove duct and casing liner;
          clean  ducts and AHUs;  reinsulate  casings  and ducts  with  external
          insulation; rigid where exposed and wrap, where concealed.


     Tenant shall provide the following fit-up and improvements at its expense:

     1.   Tenant may install a sky-light on the premises  provided that it meets
          the approval of Landlord for design and structural standards.

     2.   The  remaining  fit-up of the premises  including  the  renovating  of
          entrance ways and windows,  shall be at the Tenant's own expense,  and
          all  Tenant  fit-up  plans  shall  be first  approved  in  writing  by
          Landlord,  which  approval  shall  not  be  unreasonably  withheld  or
          delayed.

     At the termination of the Lease, Tenant shall not be required to remove any
of its fit-up improvements.


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                                       44

                                     <PAGE>