Exhibit 10.1

                                    AGREEMENT

          AGREEMENT by and between Ben & Jerry's Homemade, Inc. (the "Company"),
a Vermont  corporation  with its  principal  place of business  at 30  Community
Drive,  South  Burlington,  VT 05403, and Perry D. Odak of Brockie Mansion,  900
Brockie Lane, York, Pennsylvania 17403 (the "Executive"), effective the 31st day
of December, 1996.

          WHEREAS,   the  Executive  is  possessed  of  certain  experience  and
expertise that qualify him to provide the direction and  leadership  required by
the Company; and

          WHEREAS,  subject to the terms and conditions  hereinafter  set forth,
the Company  wishes to employ the Executive as its Chief  Executive  Officer and
the Executive wishes to accept such employment;

          NOW,  THEREFORE,  in consideration  of the foregoing  premises and the
mutual promises,  terms,  provisions and conditions set forth in this Agreement,
the parties hereby agree:

     1.  Employment.  Subject  to the  terms  and  conditions  set forth in this
Agreement, the Company hereby offers and the Executive hereby accepts employment
as an independent contractor and, commencing July 1, 1997, as an employee.

     2. Term.  Subject to earlier  termination as hereafter provided and subject
to renewal as provided below,  the Executive's  employment  under this Agreement
shall be for a term of three years commencing on the effective date hereof.  The
term of this Agreement,  as from time to time extended or renewed,  is hereafter
referred to as "the Term of this Agreement" or "the Term hereof". This Agreement
shall  continue on a  year-to-year  basis beyond the end of the third year (or a
later year if this  Agreement  has  renewed),  unless the Company  notifies  the
Executive  in  writing  not less than 90 days prior to the end of the third year
(or  applicable  later  year)  that the  Company  does  not  wish to  renew  the
Agreement.  The Company's  decision not to renew this Agreement shall be treated
as a termination of the Executive  constituting Other Than For Cause;  provided,
however, that the Company, with the Executive's prior written consent, may elect
not to renew this Agreement  without also  terminating the employment  status of
the Executive.



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     3. Capacity and Performance.

          a. During the term hereof,  the  Executive  shall serve the Company as
     its Chief  Executive  Officer.  Effective July 1, 1997 the Executive  shall
     also become the President.

          b.  During the term  hereof,  the  Executive  shall be employed by the
     Company  on a  full-time  basis and  shall  have the  leadership  of and be
     responsible to the Board of Directors for all operations of the Company and
     shall  have all  powers  and  duties  consistent  with  such  position,  in
     accordance  with the Bylaws of the Company,  provided that it is understood
     that the Executive has been delegated certain authority for the Term by the
     Board of  Directors  of the  Company as  provided  in an  instrument  dated
     December 31, 1996, previously delivered,  which delegation (the "Delegation
     Agreement") is incorporated  herein by reference and shall remain in effect
     unless modified or terminated by mutual written  agreement  during the Term
     hereof.

          c. During the Term, the Executive  shall devote his full business time
     (other than vacations) and his best efforts,  business judgment,  skill and
     knowledge  exclusively (except as provided below) to the advancement of the
     business and  interests  of the Company and to the  discharge of his duties
     and responsibilities hereunder. The Executive shall not engage in any other
     business activity or serve in any industry, trade, governmental position or
     as a director of any other business or organization during the term of this
     Agreement, except as may be approved by a committee of the Board consisting
     of three outside  directors.  The Company  encourages  participation by the
     Executive in community and charitable activities,  but said Committee shall
     have the right to approve or disapprove the  Executive's  participation  in
     such activities if, in the judgment of said Committee,  such  participation
     may conflict with the Company's interests or with the Executive's duties or
     responsibilities or the time required for the discharge of those duties and
     responsibilities.   The  Executive  has   previously   delivered  a  letter
     containing  a  true  and  correct  list  of  all   directorships  or  other
     participation in committees,  consulting or other business activities which
     the Executive has or intends to maintain  during the Term,  which have been
     approved by said Committee.

          d. The  Executive  shall be elected to the Board of  Directors  by the
     present Board of Directors as soon as  practicable.  The Company  agrees to
     propose  and  recommend  to  the   shareholders  of  the  Company  at  each
     appropriate Annual Meeting of such shareholders  during the term hereof the
     election or re-election of the Executive as a member of the Board.

          e. On work days the Executive shall perform his duties  hereunder from
     the Company's executive offices in Vermont,  except when at other locations
     on business travel for the Company or for other activities  approved by the
     Board.  The  Executive  is  relocating  to a home in  Vermont  and shall be
     reimbursed $25,000 for relocation expenses.

          Prior to purchase or lease of a residence  in Vermont,  the  Executive
     shall be entitled to  reimbursement  by the Company for reasonable  lodging
     expense and reasonable weekend commuting expenses to Pennsylvania.

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          f. In the event the  Executive is terminated by the Company Other Than
     For Cause or has  terminated  this  Agreement with Good Reason in the first
     three years of the Term,  the Company  will be  obligated  to purchase  the
     Executive's  Vermont  residence  on a marketable  title basis,  free of any
     liens, and on reasonable customary terms at his original purchase cost plus
     initial   improvements   (but  not  exceeding   $500,000  Company  purchase
     obligation in the  aggregate),  and the Company will then proceed to resell
     the residence.

     4.  Payments and  Benefits.  As payment for all  services  performed by the
Executive  under and during the term  hereof and subject to  performance  of the
Executive's duties and the obligations pursuant to this Agreement:

          a. Base  Amount.  During the term  hereof,  the Company  shall pay the
     Executive  a base  amount  at the rate of Three  Hundred  Thousand  Dollars
     ($300,000)  per annum,  payable  in  appropriate  installments,  subject to
     increase from time to time by the Board, in its sole discretion.  Such base
     amount,  as from  time to time in effect is  hereafter  referred  to as the
     "Base Amount".

          b. Stock Options.

          (i)  The Executive  shall receive  options,  which are  non-statutory,
               non-incentive  stock options, to purchase an aggregate of 360,000
               shares of Class A Common Stock of the Company  exercisable at the
               closing  market  price on  NASDAQ  on the  effective  date of the
               grants  thereof  by the  Compensation  Committee  of the Board of
               Directors (the "Committee")  under the Company's Equity Incentive
               Plan (the "Plan");

          (ii) the options have a term of ten years, will become exercisable, so
               long as the  Executive  is an employee  of the Company  (prior to
               July 1, 1997 a consultant to the Company) under this Agreement as
               it may be renewed (or under some other  agreement or as otherwise
               provided in Section 5), as follows:

                    First Year

                    90,000  options  become  exercisable  six  months  after the
                    effective date of this Agreement, namely June 30, 1997.

                    Second Year

                    None

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                    Third - Sixth Years

                    5,625 options  become  exercisable at the end of each month,
                    commencing  at the  start  of the  third  year  of the  Term
                    (January 1999) and monthly thereafter through the end of the
                    sixth year.

        (iii)  provided,  however,  that the initial  exercisability date of all
               the 270,000  options that would otherwise vest during the third -
               sixth years under  clause (b) (ii) above shall  automatically  be
               accelerated in accordance with the following:

               When the fair market value of the Company's  Class A Common Stock
               (the  "Stock"),  as measured by the average of the daily  closing
               stock prices on NASDAQ for a period of 90 consecutive days, shall
               have  satisfied  the  Per  Share  Fair  Market  Value   Threshold
               specified  below and the Committee shall have determined that the
               Executive has substantially met the Non-Financial  Objectives (as
               defined  below) for 1997 or the preceding  calendar  year, as the
               case may be,  then such  options for  270,000  shares  (after the
               90,000  options that vest six months after the date hereof) shall
               become exercisable as follows:

        Defined Per Share Fair                               Number of Options
        Market Value Threshold                                Becoming Vested

                   $16                                Options for 50,000 shares
                   $20                                Options for 50,000 shares
                   $23                                Options for 50,000 shares
                   $27                                Options for 60,000 shares
                   $30.50                             Options for 60,000 shares

               In each  case  the  aggregate  number  of then  unvested  options
               entitled to accelerated vesting (50,000 or 60,000 as the case may
               be) shall be the  options  that would  regularly  vest the latest
               under (b)(ii) above following the date when such acceleration has
               become  effective.  The  Committee  shall be  required  to make a
               determination  during  the first year of the Term,  favorable  or
               unfavorable,  within 30 days  after the date such Per Share  Fair
               Market Value  Threshold  has been met for 90 days and  thereafter
               shall make one determination each year, by the end of February in
               each year. The Non-Financial Objectives for each year, commencing
               with the second  year of the Term,  shall be agreed  between  the
               Committee and the  Executive  prior to the beginning of each such
               year and for the first year of the Term  shall be agreed  between
               the Committee and the Executive by June 30, 1997.

          (iv) Options for 200,000  shares have been  granted by the  Committee,
               effective  December  31,  1996 and the  balance  of  options  for
               160,000  Shares  shall  be  granted  by the  Committee  effective
               January 1, 1997.

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               The full  terms of the  Options  shall be  consistent  with  this
          Section 4b and shall be set forth in Option  Certificates,  subject to
          the provisions of the Plan.  Matters set forth herein shall control in
          the event of any ambiguity between the Option  Certificate or the Plan
          and this Agreement.

          c.  Medical and  Hospitalization  Insurance.  The  Executive  (and his
     family) shall be entitled to participate in the Medical and Hospitalization
     Insurance  benefit plan for Company  employees  on the terms  applied to an
     employee joining the Company July 1, 1997.

          d. Life  Insurance.  The Executive shall be entitled to participate in
     the Life Insurance  benefit plan for Company employees on the terms applied
     to an employee joining the Company July 1, 1997.

          e.  Other  Benefits.  During  the  term  hereof  and  subject  to  any
     contribution  therefor generally required of executives of the Company, the
     Executive  shall be entitled to  participate  in the 401(k) plan and in any
     other employee  benefit plans from time to time in effect for executives of
     the  Company  generally  (in each case on terms  applicable  to an employee
     joining the Company on July 1, 1997), except to the extent such other plans
     are profit  sharing or bonus  plans or stock  plans or are in a category of
     benefit  otherwise  provided to the  Executive  under this  Agreement.  The
     Company  agrees  to use its  best  efforts  to  obtain  a  waiver  from the
     insurance  carrier for the benefit of the  Executive of a 13 month  waiting
     period under the disability insurance policy of the Company unless the cost
     of  obtaining  the waiver is  unreasonable  in the  opinion of the Board of
     Directors.

          The Company may alter,  modify,  add to or delete its employee benefit
     plans (including its medical and  hospitalization and life insurance plans)
     at any time as it, in its sole judgment, determines to be appropriate.

          g. Business Expenses. The Company shall pay or reimburse the Executive
     for all reasonable business expenses of the Executive in the performance of
     his  duties and  responsibilities  hereunder,  subject  to such  reasonable
     substantiation  and  documentation  as may be specified by the Company from
     time to time. The Executive shall be entitled to a leased car, as specified
     by agreement between the parties, during the Term, which lease payments and
     all car operating expenses shall be paid for by the Company.

     5. Termination of Employment and Severance  Benefits.  Notwithstanding  the
provisions  of Section 2 hereof,  the  Executive's  employment  hereunder  shall
terminate prior to the expiration of the Term under the following circumstances:

          a.  Death.  In the  event of the  Executive's  death  during  the term
     hereof, the Company shall pay to the Executive's designated beneficiary or,
     if no beneficiary has been designated by the Executive,  to his estate, any
     earned and unpaid Base Amount that is earned but unpaid,  reimbursement  of
     business expenses accrued prior to the date of death, and

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<PAGE>



     continuation of Base Amount payments (plus continued  participation  in the
     Company's medical and hospital employee insurance) for six-months after the
     Executive's death. Options exercisable at date of death may be exercised by
     the Executive's estate for 12 months (but not beyond the stated term of the
     option), and unvested options are terminated.

          b. Disability.

               i.  The  Company  may   terminate  the   Executive's   employment
          hereunder,  upon thirty (30) days written notice to the Executive,  in
          the event that the Executive  becomes  disabled  during his employment
          hereunder through any illness, injury, accident or condition of either
          a physical or  psychological  nature  and,  as a result,  is unable to
          perform substantially all of his duties and responsibilities hereunder
          for one hundred  eighty  (180)  consecutive  days during any period of
          three hundred and sixty-five (365) consecutive calendar days.

               ii.  The  Board  may  designate  another  employee  to act in the
          Executive's  place  during  any period of the  Executive's  disability
          prior to  termination  as provided in b.i above.  Notwithstanding  any
          such  designation,  the Executive  shall  continue to receive from the
          Company (or under a  disability  plan) the Base  Amount in  accordance
          with Section 4.a and benefits in accordance with the other  provisions
          of Section 4, to the extent permitted by the then-current terms of the
          applicable benefit plans until the termination of his employment.

               iii.  The  Executive  shall be  entitled  to  participate  in the
          Company's  long-term  disability  plan,  to the same  extent  as other
          employees.  No finding of  disability  under this  Section 5b shall be
          made in respect of any cause or condition  which has not been approved
          as a full disability under the applicable plan.

               iv. If any question  shall arise as to whether  during any period
          the  Executive is disabled  through any illness,  injury,  accident or
          condition  of either a physical  or  psychological  nature so as to be
          unable to perform substantially all of his duties and responsibilities
          hereunder, the Executive may, and at the request of the Company shall,
          submit  to a  medical  examination  by a  physician  selected  by  the
          Executive or his duly appointed  guardian,  to whom the Company has no
          reasonable  objection,  to  determine  whether  the  Executive  is  so
          disabled  and  such  determination  shall  for  the  purposes  of this
          Agreement be conclusive of the issue. If such question shall arise and
          the Executive  shall fail to submit to such medical  examination,  the
          Company's   determination  of  the  issue  shall  be  binding  on  the
          Executive.


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               v. Options  exercisable at date of termination for disability may
          be  exercised  for 12 months  (but not beyond  the stated  term of the
          option) thereafter, and unvested options are terminated.

          c. By the Company for Cause. The Company may terminate the Executive's
     employment  hereunder for Cause  ("Cause") any time upon written  notice to
     the Executive  setting forth in reasonable detail the nature of such Cause,
     and the  Executive's  failure to cure  within  thirty  (30) days after such
     notice.  The  following,  as  determined  by the  Board  in its  reasonable
     judgment,  shall constitute Cause for  termination:  the Executive's  gross
     negligence in the performance of his material  duties and  responsibilities
     to the Company;  the commission by the Executive of theft,  embezzlement or
     other serious and substantial crimes or intentional  wrongful engagement in
     competitive  activity in violation of Section 9 below; or other  deliberate
     willful action by the Executive that is materially harmful to the business,
     interests or reputation of the Company.

          For  purposes  of Section  5c, no act,  or  failure  to act,  shall be
     "willful"  unless done, or omitted to be done,  without  reasonable  belief
     that the action or omission was in the best interests of the Company.

          Notwithstanding  the foregoing,  the Executive  shall not be deemed to
     have been  terminated  for Cause  unless  and until  there  shall have been
     delivered to him a notice of termination,  and such termination  shall have
     been  approved  by the vote of  two-thirds  of the  members of the Board of
     Directors  (excluding  the  Executive)  at a meeting  of the  Board  (after
     reasonable  notice to the Executive and an  opportunity  for him,  together
     with counsel,  to be heard before the Board of Directors)  finding that, in
     the good faith  opinion of the Board of  Directors,  the above  standard of
     termination  for Cause  was met in such  case and that  such  Cause was not
     cured.

          Upon the giving of notice of termination of the Executive's employment
     hereunder  for Cause  following  the  determination  of the Board under the
     preceding  paragraph,  the  Company  shall  have no further  obligation  or
     liability to the Executive, other than for Base Amount earned and unpaid at
     the date of  termination,  any options that are vested which shall continue
     to be  exercisable  for 30 days (unless such options are terminated by vote
     of the Committee as provided in the Plan), and payments or reimbursement of
     business  expenses  accrued  prior to the date of  termination.  All  other
     options shall terminate.

          d. By the Company Other than for Cause.  The Company may terminate the
     Executive's  employment  hereunder  other than for Cause  ("Other  Than For
     Cause") at any time upon notice to the  Executive,  provided that the Board
     of Directors  determines,  after  consultation with the Executive and after
     setting forth the reasons for the Board's  actions,  that  retention of the
     Executive  as the Chief  Executive  Officer  would no longer be in the best
     interests of the Company. In the event of such termination during the first
     year of the Term (or,  upon vote of two-thirds of the members of the Board,
     excluding the Executive, that a

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<PAGE>



     decision  should not be made in the first year, then in the first 15 months
     of the Term),  the Company  shall  continue to pay the  Executive  the Base
     Amount  at the rate in effect on the date of  termination  for  twenty-four
     months.  In the event of such  termination  following the first year of the
     Term (or, upon vote of  two-thirds  of the members of the Board,  excluding
     the Executive,  that a decision  should not be made in the first year, then
     following the first 15 months of the Term),  the Company shall  continue to
     pay the  Executive  the Base  Amount  at the rate in  effect on the date of
     termination  for  twelve  months.  Subject  to  any  employee  contribution
     applicable to the Executive on the date of  termination,  the Company shall
     continue  to  contribute,  for the period  during  which the Base Amount is
     continued  hereunder,   to  the  cost  of  the  Executive's   participation
     (including his family) in the Company's  group medical and  hospitalization
     insurance plans and group life insurance plan,  provided that the Executive
     is entitled to continue such  participation  under  applicable law and plan
     terms. Upon any such termination, unvested options shall become exercisable
     to the extent provided immediately below:

          If  terminated  in the  first  year,  i.e.  1997  (or,  upon  vote  of
     two-thirds  of the  members  of  the  Board  of  Directors,  excluding  the
     Executive,  that a decision  should not be made in the first year,  then in
     the first 15 months of the Term), 30,000 options if:

          (i)  the  Earnings  per  share  of Class A and  Class B  Common  Stock
               ("EPS")  for 1997  shall have  increased  5% or more over EPS for
               1995; or

          (ii) the  Consolidated  Net Sales for 1997 have  increased 12% or more
               over Consolidated Net Sales for 1996; or

          (iii)the Defined Per Share Fair  Market  Threshold  of $16 (as defined
               in Section  4b(iii)  has been  satisfied  by the date of any such
               termination  and options  have  accelerated  with respect to such
               Threshold under Section 4b(iii).

          In the event that results for the year 1997 are not available  because
     the year  1997  has not  ended  when  the  termination  occurs,  the  above
     thresholds shall be determined on a proportional  basis on the basis of the
     three months, six months or nine months results that are available.

          If terminated in the second year (or only commencing within the fourth
     month of the second  year,  upon vote of  two-thirds  of the members of the
     Board of Directors,  excluding the Executive),  50% of the unvested options
     if

          (i)  EPS for 1998 shall have  increased  10% over EPS for 1997 and 15%
               over EPS for 1995; or

          (ii) the Consolidated Net Sales for 1998 shall have increased 15% over
               1997 (or, if higher, Consolidated Net Sales for 1996); or

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          (iii)the Defined Per Share Fair  Market  Threshold  of $23 (as defined
               in Section  4b(iii) has been  satisfied  in 1998 and options have
               accelerated with respect to such Threshold under Section 4b(iii).

          If terminated in the third year,  i.e., 1999, 50% of the then unvested
     options if

          (i)  EPS for 1999 shall have  increased  12% over EPS for 1998 (or, if
               higher, EPS for 1997 or 1995); or

          (ii) the Consolidated Net Sales for 1999 shall have increased 15% over
               Consolidated Net Sales for 1998 (or, if higher,  Consolidated Net
               Sales for 1997 or 1996); or

          (iii)the  Defined  Per Share Fair  Market  Value of $27 (as defined in
               Section 4b(iii)) has been satisfied in 1999 and options have been
               accelerated with respect to such Threshold under Section 4b(iii).

          If terminated  in the fourth year, or later,  50% of the then unvested
     options.

               All other unvested options shall terminate.

          Vested options (after giving effect to the above  paragraphs) shall be
     exercisable   for  the  following   periods  (but  not  beyond  the  stated
     termination  date of the options) after any such  termination,  as provided
     immediately below:

          If  terminated  in the first year (or upon vote of  two-thirds  of the
     members of the Board of Directors, excluding the Executive, in the first 15
     months of the Term), for three months after termination.

          If terminated in the second year (or only  commencing  with the fourth
     month of the second  year,  upon vote of  two-thirds  of the members of the
     Board of Directors,  excluding the Executive that a decision  should not be
     made in the first year) for nine months after termination.

          If terminated in the third year, for nine months after termination.

          If terminated in the fourth year, for 12 months after termination.

          If terminated in the fifth year, for 18 months after termination.

          If terminated thereafter, for 24 months after termination.


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          In the event that certain  provisions  pertaining to the first year of
     his Term are extended to the first 15 months of the Term by 2/3 vote of the
     Board of  Directors,  excluding the  Executive,  the Company shall give the
     Executive  certain notice of at least 30 days prior to the end of the First
     Year.

          e. By the  Executive  for Good  Reason in the  Absence  of Cause.  The
     Executive  may terminate  his  employment  hereunder for Good Reason ("Good
     Reason"), upon notice to the Company setting forth in reasonable detail the
     nature of such Good Reason, and the Company's failure to remedy such matter
     within thirty (30) days after receipt of such notice.  The following  shall
     constitute Good Reason for termination by the Executive:

          i.   Failure of the Company to continue the  Executive in the position
               of Chief Executive Officer;

          ii.  Diminution   in  the   nature   or  scope   of  the   Executive's
               responsibilities, duties or authority;

          iii. Failure of the Company to provide the  Executive the Base Amounts
               and  benefits  in  accordance  with the terms of  Section 4 or to
               observe any other material provision of this Agreement; or

          iv.  Failure of the  shareholders  of the Company to elect or re-elect
               the Executive as a director of the Company at each annual meeting
               during  the  term of this  Agreement,  commencing  with  the 1997
               annual meeting to be held in June, 1997.

          In the event of such  termination,  Base Amount,  benefits and options
     (including  acceleration,  period  of  exercisability  and  termination  of
     options)  shall be paid or  provided in the same manner and extent as for a
     termination Other Than For Cause under 5d above.

          f. Notwithstanding the foregoing,  in the event of a termination under
     5d or 5e prior to six months after the date hereof,  the options for 90,000
     shares that vest six months after the date hereof shall be accelerated  and
     become exercisable for 90 days upon any such termination.

     6. Effect of  Termination.  The provisions of this Section 6 shall apply to
termination due to the expiration of the term,  termination  pursuant to Section
5, non-renewal or otherwise.

               a. Except for benefits expressly continued pursuant to Section 5,
          benefits  shall  terminate  pursuant  to the  terms of the  applicable
          benefit  plans  based on the date of  termination  of the  Executive's
          employment  without regard to any  continuation of Base Amounts to the
          Executive following such date of termination.


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               b. The provisions of this Agreement shall survive any termination
          if so provided herein or if necessary or desirable fully to accomplish
          the  purposes of such  provision,  including  without  limitation  the
          obligations of the Executive  under Sections 7, 8 and 9 hereof and all
          indemnifications provided for in this Agreement (including Sections 12
          and 15).  The  obligation  of the  Company to make  payments  to or on
          behalf of the  Executive  under  Section 5d and 5e hereof is expressly
          conditioned  upon  the  Executive's   continued  full  performance  of
          obligations  under  Sections 7, 8 and 9 hereof.  The Executive  agrees
          that,  except as  expressly  provided  in  Section 5 with  respect  to
          continuation  of Base Amount and stock options as expressly  provided,
          no  compensation is earned after  termination of this  Agreement,  its
          non-renewal  or  termination  of  employment  or as a  result  of  the
          non-renewal of this Agreement or other termination of employment.

6A.  Change in Control.

     In the event of Termination  Other than for Cause or  Termination  for Good
Reason, after a Change in Control (as defined below) all unvested options at the
date of any such termination shall accelerate and become immediately exercisable
at the date of such termination.

     A Change in Control  shall be deemed to have  occurred if (a) any  "person"
(as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934) is or becomes  the  "beneficial  owner" (as defined in Rule 13d-3 under
the Act), directly or indirectly,  of securities of the Company representing 50%
or  more  of the  combined  voting  power  of  the  Company's  then  outstanding
securities in the election of directors; (b) the Company is a party to a merger,
consolidation,  sale of assets or other reorganization, or a proxy contest, as a
consequence  of which  members of the Board of Directors  in office  immediately
prior to such  transaction or event constitute less than a majority of the Board
of Directors thereafter,  or (c) during any period of twelve consecutive months,
individuals  who at the  beginning  of such  period  constituted  the  Board  of
Directors  (including  for this  purpose  any new  director  whose  election  or
nomination for election by the Company's  stockholders was approved by a vote of
at least  two-thirds of the directors then still in office who were directors at
the  beginning of such  period)  cease for any reason to  constitute  at least a
majority of the Board of Directors.  Notwithstanding the foregoing provisions of
this  Section  6A, a "Change  in  Control"  will not be deemed to have  occurred
solely  because of (i) the  acquisition  of  securities  of the  Company (or any
reporting  requirement  under the Act relating  thereto) by an employee  benefit
plan maintained by the Company for the benefit of employees or an acquisition by
Ben Cohen, Jerry Greenfield,  Fred Lager, Jeffrey Furman and Perry Odak or their
"affiliates" or "associates"  (as such terms are defined in Rule 12b-2 under the
Act) or members of their  families (or trusts for their  benefit) or  charitable
trusts established by any of them or other related management group.

     Moreover,  notwithstanding  the foregoing  provision,  if such  transaction
takes  place  after June 30,  1998 and  follows a  decision  by Ben Cohen or his
estate or heirs) (and the Board of

                                      -11-
ODAK.WPD

<PAGE>



Directors  in the  event  that Ben  Cohen  (his  estate  or  heirs) is no long a
controlling stockholder in the reasonable judgment of the Board of Directors) to
change the present policy of independence  for the Company,  in order to thereby
continue to realize its  potential,  to a policy of  favorably  considering  the
prospect  of a sale of all or  substantially  all  assets  or a merger  or other
business  combination or sale of outstanding stock in which a change pursuant to
the preceding  paragraph is made as a result of performance of the Company which
is not satisfactory in his or their judgment,  then such  transaction  shall not
constitute a Change in Control (it being  understood that a change in the policy
of  independence  of the Company as a result of a hostile or an unsolicited  bid
for control of the  Company  shall not  constitute  a Change in Control for this
purpose).

     Notwithstanding  the  provisions  of Section  5d or e, the  vested  options
(including  those  accelerated   hereunder)  may  be  exercised  for  30  months
thereafter in the event of a termination  under Sections 5d or 5e after a Change
in Control has occurred.

7.   Confidential Information.

          a. The Executive  acknowledges  that the Company and its  Subsidiaries
     continually  develop  Confidential  Information,  as  defined in Section 14
     hereof,  that the Executive may develop  Confidential  Information  for the
     Company  or  its   Subsidiaries   and  that  the  Executive  may  learn  of
     Confidential  Information  during the course of  employment.  The Executive
     will  comply  with the  policies  and  procedures  of the  Company  and its
     Subsidiaries  for  protecting  Confidential  Information  and  shall  never
     disclose  to any Person  (except as  required  by  applicable  law or legal
     process or for the proper performance of his duties and responsibilities to
     the Company and its  Subsidiaries,  or in  connection  with any  litigation
     between the Company and the Executive  (provided  that the Company shall be
     afforded  a  reasonable  opportunity  in each case to  obtain a  protective
     order),  or use for his own benefit or gain, any  Confidential  Information
     obtained by the Executive  incident to his employment or other  association
     with the Company or any of its Subsidiaries. The Executive understands that
     this restriction  shall continue to apply after his employment  terminates,
     regardless of the reason for such termination.

          b. All  documents,  records,  tapes and other  media of every kind and
     description relating to the business,  present or otherwise, of the Company
     or its  Subsidiaries  and any  copies,  in whole or in part,  thereof  (the
     "Documents"),  whether or not prepared by the Executive,  shall be the sole
     and exclusive  property of the Company and its Subsidiaries.  The Executive
     shall  safeguard all  Documents  and shall  surrender to the Company at the
     time his  employment  terminates,  or at such  earlier time or times as the
     Board or its designee may specify,  all Documents  then in the  Executive's
     possession or control.

8.   Assignment of Rights to Intellectual Property.

     The Executive shall promptly and fully disclose all  Intellectual  Property
to the Company. The Executive hereby assigns and agrees to assign to the Company
(or as otherwise directed by the Company) the Executive's

                                      -12-
ODAK.WPD

<PAGE>



full right, title and interest in and to all Intellectual  Property which can be
registered  or which is capable  of being  protected  by the  Company as a trade
secret.  The Executive  agrees to execute any and all  applications for domestic
and foreign patents, copyrights or other proprietary rights and to do such other
acts (including  without limitation the execution and delivery of instruments of
further  assurance  or  confirmation)  requested  by the  Company to assign such
Intellectual  Property  to the  Company and to permit the Company to enforce any
patents,  copyrights or other proprietary rights to such Intellectual  Property.
The Executive will not charge the Company for time spent in complying with these
obligations.  All  copyrightable  works  that  the  Executive  creates  shall be
considered "work made for hire".

9.   Restricted Activities.

     The Executive  agrees that some  restrictions on his activities  during and
after his  employment  are  necessary  to  protect  the  goodwill,  Confidential
Information and other legitimate  interests of the Company and its Subsidiaries,
and that the agreed  restrictions set forth below will not deprive the Executive
of the ability to earn a livelihood:

          a. While the  Executive  is  employed by the  Company  and,  after his
     employment  terminates,  for the  greater of one year or the period  during
     which   severance   payments   of  Base   Amount   are   being   made  (the
     "Non-Competition Period"), the Executive shall not, directly or indirectly,
     whether  as  owner,  partner,   investor,   consultant,   agent,  employee,
     co-venturer  or otherwise,  compete with the business of the Company or any
     of its Subsidiaries  within the United States, or within any foreign county
     in which the Products are sold at the date of termination of employment, or
     undertake any planning for any business competitive with the Company or any
     of its Subsidiaries.  Specifically, but without limiting the foregoing, the
     Executive  agrees  not to engage  in any  manner  in any  activity  that is
     directly or indirectly  competitive with the business of the Company or any
     of its  Subsidiaries  as conducted or which has been proposed by management
     to the Board  within six months  prior to  termination  of the  Executive's
     employment.  Restricted activity also includes without limitation accepting
     employment or a consulting  position with any Person who is, or at any time
     within  twelve  (12)  months  prior  to  termination  of  the   Executive's
     employment   has  been,  a  distributor  of  the  Company  or  any  of  its
     Subsidiaries.  For the  purposes  of this  Section 9, the  business  of the
     Company  and its  Subsidiaries  shall mean the  manufacture  or sale of the
     Products.

          b. The Executive further agrees that during the Non-Competition Period
     or in  connection  with the  Executive's  termination  of  employment,  the
     Executive  will not hire or attempt to hire any  employee of the Company or
     any of its Subsidiaries, assist in such hiring by any Person, encourage any
     such employee to terminate his or her relationship  with the Company or any
     of its Subsidiaries,  or solicit or encourage any customer or vendor of the
     Company or any of its Subsidiaries to terminate its relationship with them,
     or, in the case of a customer,  to conduct  with any Person any business or
     activity which such customer  conducts or could conduct with the Company or
     any of its Subsidiaries.


                                      -13-
ODAK.WPD

<PAGE>



          c. The  provisions  of this  Section 9 shall not be deemed to preclude
     the Executive  from  employment or  engagement  during the  Non-Competition
     Period following termination of employment hereunder by a corporation, some
     of the  activities  of  which  are  competitive  with the  business  of the
     Company,  if the Executive's  activities do not relate, to such competitive
     business,  and  nothing  contained  in this  Section  9 shall be  deemed to
     prohibit  the  Executive,   during  the  Non-Competition  Period  following
     termination of employment hereunder,  from acquiring or holding,  solely as
     an investment,  publicly traded securities of any competitor corporation so
     long as such securities do not, in the aggregate, constitute one-half of 1%
     of the outstanding voting securities of such corporation.

          Without  limiting the  foregoing,  it is  understood  that the Company
     shall not be  obligated  to  continue  to make the  payments  specified  in
     Section 5d and 5e in the event of a material breach by the Executive of the
     provisions of Sections 7, 8 or 9 of this Agreement,  which breach continues
     without  having  been  cured  within 30 days  after  written  notice to the
     Executive specifying the breach in reasonable detail.

10.  Enforcement of Covenants.

     The Executive  acknowledges  that he has carefully  read and considered all
the terms and conditions of this  Agreement,  including the  restraints  imposed
upon him pursuant to Sections 7, 8 and 9 hereof.  The Executive agrees that said
restraints are necessary for the reasonable and proper protection of the Company
and its Subsidiaries and that each and every one of the restraints is reasonable
in respect to subject matter,  length of time and geographic area. The Executive
further  acknowledges that, were he to breach any of the covenants  contained in
Sections 7, 8 or 9 hereof,  the damage to the Company would be irreparable.  The
Executive  therefore agrees that the Company,  in addition to any other remedies
available to it, shall be entitled to seek preliminary and permanent  injunctive
relief  against any breach or threatened  breach by the Executive of any of said
covenants,  without having to post bond. The parties  further agree that, in the
event that any  provision of Section 7, 8 or 9 hereof shall be determined by any
court of  competent  jurisdiction  to be  unenforceable  by  reason of its being
extended over too great a time, too large a geographic area or too great a range
of  activities,  such  provision  shall be deemed to be  modified  to permit its
enforcement to the maximum extent permitted by law.

11.  Conflicting Agreements.

     The  Executive  hereby  represents  and warrants that the execution of this
Agreement and the performance of his obligations hereunder will not breach or be
in conflict  with any other  agreement  to which the  Executive is a party or is
bound  and  that the  Executive  is not now  subject  to any  covenants  against
competition  or similar  covenants  that would  affect  the  performance  of his
obligations  hereunder.  The Executive  will not disclose to or use on behalf of
the Company any  proprietary  information  of a third party without such party's
consent.

12.  Indemnification.

     The Company  shall  indemnify  the  Executive  to the extent  provided  for
Company executive  officers in its then current Articles of Incorporation or By-
Laws,  and in any event shall  indemnify  the  Executive  to the fullest  extent
permitted under the

                                      -14-
ODAK.WPD

<PAGE>



Vermont   Corporation  Law,  including  an  undertaking  to  advance  litigation
expenses.  The Executive  agrees to promptly notify the Company of any actual or
threatened  claim  arising  out of or as a  result  of his  employment  with the
Company.  The  Company  agrees to  maintain  Directors  and  Officers  Liability
Insurance for the benefit of Executive during the Term of this Agreement and for
any other period during which  Executive  shall be employed  having coverage and
policy  limits no less  favorable to directors and officers than those in effect
at the date of this Agreement.

13.  No Duty to Mitigate.

     Following a termination of employment, the Executive shall not be obligated
to seek other  employment  or take any other action by way of  mitigation of the
amounts  payable to the Executive  under any of the provisions of this Agreement
and such amounts shall not be reduced whether or not the Executive obtains other
employment.

14.  Definitions.

     Words or phrases which are initially  capitalized  or are within  quotation
marks shall have the meanings  provided in Section 14 and as provided  elsewhere
herein. For purposes of this Agreement, the following definitions apply:

          a.  "Confidential  Information"  means any and all  information of the
     Company and its  Subsidiaries  that is not  generally  known by others with
     whom they compete or do  business,  or with whom they plan to compete or do
     business and any and all information  not readily  available to the public,
     which, if disclosed by the Company or its Subsidiaries  could reasonably be
     of benefit to such person or business in competing  with or doing  business
     with the Company. Confidential Information includes without limitation such
     information   relating   to  (i)  the   development,   research,   testing,
     manufacturing,   plant  operational  processes,   marketing  and  financial
     activities,  including  costs,  profits  and sales,  of the Company and its
     Subsidiaries, (ii) the Products and all formulas therefor, (iii) the costs,
     sources of supply, financial performance and strategic plans of the Company
     and its Subsidiaries,  (iv) the identity and special needs of the customers
     and  suppliers of the Company and its  Subsidiaries  and (v) the people and
     organizations  with whom the Company  and its  Subsidiaries  have  business
     relationships  and  those  relationships.   Confidential  Information  also
     includes comparable information that the Company or any of its Subsidiaries
     have  received  belonging to others or which was received by the Company or
     any of its Subsidiaries  with an agreement by the Company that it would not
     be disclosed.  Confidential  Information does not include information which
     (a) is or becomes available to the public generally (other than as a result
     of  a  disclosure  by  the  Executive),  (b)  was  within  the  Executive's
     possession  prior to the date hereof or prior to its being furnished to the
     Executive by or on behalf of the Company,  provided that the source of such
     information  was not  bound by a  confidentiality  agreement  with or other
     contractual,  legal  or  fiduciary  obligation  of  confidentiality  to the
     Company or any other party with  respect to such  information,  (c) becomes
     available to the Executive on a non-confidential  basis from a source other
     than  the  Company,   provided   that  such  sources  is  not  bound  by  a
     confidentiality  agreement  with or other  contractual,  legal or fiduciary
     obligation  of  confidentiality  to the  Company  or any other  party  with
     respect to such  information,  or (d) was  independently  developed  by you
     without reference to the Confidential Information.

                                      -15-
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<PAGE>



          b.    "Intellectual    Property"   means   inventions,    discoveries,
     developments,  methods, processes, formulas, compositions,  works, concepts
     and ideas (whether or not patentable or copyrightable or constituting trade
     secrets) conceived,  made, created, developed or reduced to practice by the
     Executive  (whether  alone or with  others,  whether or not  during  normal
     business  hours  or on or off  Company  premises)  during  the  Executive's
     employment  that  relate  to  the  Products  of the  Company  or any of its
     Subsidiaries.

          c.  "Products"  mean  all  products  planned,  researched,  developed,
     tested,  manufactured,  sold, licensed,  leased or otherwise distributed or
     put into use by the Company or any of its  Subsidiaries,  together with all
     services  provided to third parties or planned by the Company or any of its
     Subsidiaries,  during the Executive's employment; as used herein, "planned"
     refers to a Product or service  which the Company has decided to  introduce
     within six-months from the date as of which such term is applied.

          d.  "Employment"   shall  mean  employment  of  the  Executive  as  an
     independent  contractor prior to July 1, 1997 and as an employee commencing
     July 1, 1997.

          e.  "Termination  of  Employment"  prior to July 1,  1997  shall  mean
     termination of the Executive's status as an independent contractor.

15.  Withholding.

     The Company  acknowledges  that the  Executive  presently  has a consulting
engagement  and as a result is unable  to  become an  employee  prior to July 1,
1997,  although he will start under the  Agreement  on the date  hereof,  at the
request  of the  Company.  Commencing  July  1,  1997  the  Executive  shall  be
designated  President in addition to being the Chief Executive Officer and shall
be an employee of the Company. Accordingly, prior to July 1, 1997, the Executive
shall be the Chief Executive Officer but shall act as an independent  contractor
to the  Company  as  provided  above.  For  services  in any period in which the
Executive is an independent contractor, the Executive agrees to pay all FICA tax
due on payments  to him and all other  taxes due  thereon and further  agrees to
indemnify the Company from and against any and all withholding  taxes,  and from
any interest and  penalties  arising from the  Company's  failure to withhold on
amounts paid by the Company to the Executive. It is understood,  notwithstanding
any of the foregoing provisions of this Agreement,  that the Executive shall not
be entitled to  participate  in benefit  and welfare  plans and  policies of the
Company that are  applicable to employees  while the Executive is an independent
contractor,  and the Executive shall indemnify the Company from any liabilities,
penalties  and  interest or  disqualification  of any  qualified  plans from the
related  decision  (hereby  consented  to by the  Executive)  not to include the
Executive in any such plans  except as a person  becoming an employee on July 1,
1997.  The  Executive  agrees that all payments  made by the Company  under this
Agreement  shall be reduced by any tax or other amounts  required to be withheld
by the Company under applicable law.

16.  Assignment.

     Neither the  Company  nor the  Executive  may make any  assignment  of this
Agreement or any interest herein, by operation of law or otherwise,  without the
prior

                                      -16-
ODAK.WPD

<PAGE>



written  consent of the other;  provided,  however,  that, in the event that the
Company shall  hereafter  effect a  reorganization,  consolidate  with, or merge
into, any other Person or transfer all or substantially all of its properties or
assets to any  other  Person,  the  Company  shall  require  such  Person or the
resulting  entity to assume expressly and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform
it. This Agreement shall inure to the benefit of and be binding upon the Company
and the Executive, their respective successors, executors, administrators, heirs
and permitted assigns.

17.  Severability.

     If any  portion  or  provision  of this  Agreement  shall to any  extent be
declared illegal or unenforceable by a court of competent jurisdiction, then the
remainder of this Agreement,  or the application of such portion or provision in
circumstances  other  than  those  as to  which  it is so  declared  illegal  or
unenforceable,  shall not be affected thereby, and each portion and provision of
this Agreement shall be valid and enforceable to the fullest extent permitted by
law.

18.  Waiver.

     No waiver of any provision hereof shall be effective unless made in writing
and signed by the  waiving  party.  The  failure of either  party to require the
performance of any term or obligation of this Agreement, or the waiver by either
party  of any  breach  of this  Agreement,  shall  not  prevent  any  subsequent
enforcement  of such term or obligation or be deemed a waiver of any  subsequent
breach.

19.  Notices.

     Any and all notices,  requests,  demands and other communications  provided
for by this Agreement  shall be in writing and shall be effective when delivered
in person or deposited in the United States mail, postage prepaid, registered or
certified, and addressed to the Executive at his last known address on the books
of the  Company  or,  in the  case of the  Company,  at its  principal  place of
business,  attention Chief Financial  Officer,  with a copy to Ropes & Gray, One
International Place, Boston, MA 02110, Attention:  Howard K. Fuguet, Esq., or to
such other address as either party may specify by notice to the other.

20.  Entire Agreement.

     This Agreement  (and any letters  referred to herein and including a letter
on  Non-Financial  Objectives)  constitutes  the entire  agreement  between  the
parties  and   supersedes   all  prior   communications,   representations   and
understandings, written or oral, with respect to the terms and conditions of the
Executive's employment.

21.  Amendment.

     This  Agreement  may be amended or  modified  only by a written  instrument
signed by the Executive and by a expressly authorized officer of the Company.

22.  Governing Law, Arbitration and Consent to Jurisdiction.

     This contract and shall be construed and enforced  under and be governed in
all  respects  by the  laws of the  State of New  York,  without  regard  to the
conflict of laws principles thereof. The parties each agree to promptly select a
mediator and promptly  mediate in good faith any  controversy,  claim or dispute
arising  between the parties hereto arising out of or related to this Agreement,
its

                                      -17-
ODAK.WPD

<PAGE>



performance  or any breach or  claimed  breach  thereof.  In the event that such
mediation  does not resolve  any such  matter,  then such matter  other than any
matter in which injunctive relief or other equitable relief is sought.  shall be
definitively  resolved through binding arbitration  conducted in the City of New
York, by a panel of three (3)  arbitrators  in accordance  with the then current
Commercial Arbitration Rules of the American Arbitration Association,  provided,
however,  that  notwithstanding  anything  to the  contrary  in such  Commercial
Arbitration  Rules,  the  parties  shall  be  entitled  in  the  course  of  any
arbitration  conducted pursuant to this Section to seek and obtain discover from
one another to the same extent and by means of the same mechanisms authorized by
Rules 27  through  37 of the  Federal  Rules of Civil  Procedure.  The power and
office of the arbitrators  shall arise wholly and solely from this Agreement and
the  then  current  Commercial  Arbitration  Rules of the  American  Arbitration
Association.  The award of the panel or a majority of them so rendered  shall be
final and binding,  and judgment upon the award rendered by the  arbitrators may
be entered in any court having jurisdiction thereto.

     To the  extent a dispute is not to be  arbitrated  in  accordance  with the
foregoing,  each of the Company and the Executive (i) irrevocably submits to the
jurisdiction  of the United States  District Court for the Southern  District of
New York and to the  jurisdiction  of the state  courts of the State of New York
for the  purpose of any suit or other  proceeding  arising  out of or based upon
this Agreement or the subject matter hereof and agrees that any such  proceeding
shall be brought or  maintained  only in such  court,  and (ii)  waives,  to the
extent not  prohibited  by  applicable  law and agrees not to assert in any such
proceedings,  any claim that it is not subject personally to the jurisdiction of
the above-named courts, that he or it is immune from extraterritorial injunctive
relief  or  other  injunctive  relief,  that  any  such  proceeding  brought  or
maintained  in a court  provided  for  above  may  not be  properly  brought  or
maintained in such court, should be transferred to some other court or should be
stayed or dismissed by reason of the pendency of some other  proceeding  in some
other  court,  or that this  Agreement or the subject  matter  hereof may not be
enforced in or by such court.


                                      -18-
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<PAGE>


     IN WITNESS WHEREOF, this Agreement has been executed by the Company, by its
duly  authorized  officer,  and by the  Executive,  as of the date  first  above
written.

THE EXECUTIVE:                                  BEN & JERRY'S HOMEMADE, INC.


/s/Perry D. Odak                                        /s/Jerry Greenfield
----------------                                        -------------------
Perry Odak                                              Jerry Greenfield
                                                        Vice Chairperson of the
                                                        Board of Directors
                                      -19-
ODAK.WPD