EXHIBIT 10.25
                          BEN & JERRY'S HOMEMADE, INC.
          1999 EQUITY INCENTIVE PLAN (Excluding Officers and Directors)

1.   PURPOSE

     The purpose of this 1999 Equity  Incentive  Plan (the "Plan") is to advance
the interests of Ben & Jerry's  Homemade,  Inc. (the "Company") by enhancing its
ability to attract and retain key employees (other than officers or directors of
the  Company)  who are in a position to make  significant  contributions  to the
success of the Company and its subsidiaries  through  ownership of shares of the
Company's Class A Common Stock ("Stock").

     The Plan is intended to  accomplish  these goals by enabling the Company to
grant Awards in the form of Options, Stock Appreciation Rights, Restricted Stock
or Unrestricted Stock Awards,  Deferred Stock Awards,  Cash or Stock Performance
Awards, Loans or Supplemental Grants, or combinations thereof, all as more fully
described below.

2.   ADMINISTRATION

     The Board may, in its  discretion,  delegate some or all of its powers with
respect to the Plan to a committee,  shall consist of at least two directors.  A
majority of the members of the  committee  shall  constitute  a quorum,  and all
determinations of the committee shall be made by a majority of its members.  Any
determination  of the  committee  under the Plan may be made  without  notice or
meeting of the  committee  by a writing  signed by a majority  of the  committee
members.

     The Board of Directors has determined that the Plan will be administered by
the  Compensation  Committee  of the  Board of  Directors  of the  Company  (the
"Committee").  The Committee  will have  authority,  not  inconsistent  with the
express  provisions of the Plan and in addition to other authority granted under
the Plan,  to (a)  grant  Awards  at such  time or times as it may  choose;  (b)
determine  the size of each  Award,  including  the  number  of  shares of Stock
subject  to the  Award;  (c)  determine  the type or types  of each  Award;  (d)
determine the terms and conditions of each Award,  including without limitation,
any required holding period (without regard to requirements under the Securities
Act of 1933) on stock acquired upon exercise of options  granted under the plan;
(e) waive compliance by a Participant (as defined below) with any obligations to
be performed by the  Participant  under an Award and waive any term or condition
of an Award;  (f) amend or cancel an existing  Award in whole or in part (and if
an Award is  cancelled,  grant  another  Award in its place on such terms as the
Committee  shall  specify),  or settle any award by paying the cash value of the
Stock otherwise issuable, except that the Committee may not, without the consent
of the holder of an Award,  take any action  under this clause  with  respect to
such Award if such action would adversely affect the rights of such holder;  (g)
prescribe  the  form or  forms  of  instruments  that  are  required  or  deemed
appropriate under the Plan, including any written notices and elections required
of Participants,  and change such forms from time to time; (h) adopt,  amend and
rescind  rules and  regulations  for the  administration  of the  Plan;  and (i)
interpret the Plan and decide any questions and settle all controversies and

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disputes that may arise in connection  with the Plan.  Such  determinations  and
actions  of the  Committee,  and all other  determinations  and  actions  of the
Committee  made or taken under  authority  granted by any provision of the Plan,
will be conclusive and will bind all parties. Nothing in this paragraph shall be
construed  as  limiting  the  power  of the  Board  or  the  Committee  to  make
adjustments under Section 7.3 or Section 8.6.

3.   EFFECTIVE DATE AND TERM OF PLAN

     The Plan, having been adopted by the Board of Directors on January 21, 1999
is effective on said date.

     No Award may be granted under the Plan after  January 20, 2009,  but Awards
previously granted may extend beyond that date.

4.   SHARES SUBJECT TO THE PLAN

     Subject to the  adjustment as provided in Section 8.6 below,  the aggregate
number of shares of Stock that may be delivered  under the Plan will be 200,000.
If any  Award  requiring  exercise  by the  Participant  for  delivery  of Stock
terminates  without  having been  exercised in full,  or if any Award payable in
Stock or cash is  satisfied  in cash rather than Stock,  the number of shares of
Stock as to which such Award was not exercised or for which cash was substituted
will be available for future grants.

     Shares of Restricted  Stock that have been forfeited in accordance with the
terms of the  applicable  Award and shares  held back,  in  satisfaction  of the
exercise price or tax withholding requirements, from shares that would otherwise
have been  delivered  pursuant  to an Award shall also be  available  for future
grants.  The  number  of  shares  of Stock  delivered  under  an Award  shall be
determined net of any previously  acquired Shares tendered by the Participant in
payment of the exercise price or of withholding taxes.

     Stock delivered under the Plan may be either  authorized but unissued Stock
or  previously  issued Stock  acquired by the Company and held in  treasury.  No
fractional shares of Stock will be delivered under the Plan.

5.   ELIGIBILITY AND PARTICIPATION

     Those   eligible  to  be  selected  to  receive   Awards   under  the  Plan
("Participants")  will be key persons in the employ of the Company or any of its
subsidiaries ("Employees") excluding all employees who are officers or directors
of the Company. A "subsidiary" for purposes of the Plan will be a corporation in
which the Company owns, directly or indirectly,  stock possessing 50% or more of
the total combined  voting power of all classes of stock.  Eligibility for ISO's
is further limited to those  individuals  whose employment  status would qualify
them for the tax  treatment  described  in Section  421 and 422 of the  Internal
Revenue Code.

     Options for no more than 10,000 shares can be granted to any  individual in
any one year under the Plan.

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6.   TYPES OF AWARDS

     6.1. Options

     (a) Nature of Options.  An Option is an Award  entitling  the  recipient on
exercise thereof to purchase Stock at a specified  exercise price.  Options that
are not incentive stock options,  may be granted under the Plan. Incentive stock
options may not be granted under the Plan.

     (b) Exercise  Price.  The exercise price of an Option will be determined by
the Committee, subject to the following:

          (1) In no case may the exercise  price paid for Stock be less than the
     par value per share of the Stock.

          (2) The  Committee  may reduce the exercise  price of an Option at any
     time after the time of grant.

     (c)  Duration  of  Options.  The  latest  date on  which an  Option  may be
exercised  will be the tenth  anniversary of the day  immediately  preceding the
date the Option was granted,  or such earlier date as may have been specified by
the Board at the time the Option was granted.

     (d) Exercise of Options.  An Option will become exercisable at such time or
times, and on such conditions,  as the Committee may specify.  The Committee may
at any time and from time to time  accelerate  the time at which all or any part
of the Option may be  exercised.  If  desired,  the  Committee  may  provide for
vesting prior to the date the option becomes exercisable.

     Any exercise of an Option must be in writing,  signed by the proper  person
and  delivered  or  mailed  to the  Company,  accompanied  by (1) any  documents
required by the Committee and (2) payment in full in accordance  with  paragraph
(e) below for the number of shares for which the Option is exercised.

     (e) Payment  for Stock.  Stock  purchased  on exercise of an Option must be
paid for as  follows:  (1) in cash or by check  (acceptable  to the  Company  in
accordance  with guidelines  established for this purpose),  bank draft or money
order payable to the order of the Company, or (2) through the delivery of shares
of Stock  (which  in the case of Shares  acquired  from the  Company,  have been
outstanding  for at least six  months)  having a fair  market  value on the last
business day preceding the date of exercise equal to the purchase  price, or (3)
by delivery  of an  unconditional  and  irrevocable  undertaking  by a broker to
deliver  promptly to the Company  sufficient funds to pay the exercise price, or
(4) if so permitted by the instrument evidencing the Option (or by the Committee
on or after grant of the Option), by delivery of a promissory note of the Option
holder to the Company,  payable on such terms as are specified by the Committee,
provided  that if the stock  delivered  in exercise of the Option is an original
issue of authorized stock, then so much of the purchase price as represents par

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value  of the  stock  shall be paid in cash,  or (5) by any  combination  of the
permissible  forms  of  payment;  provided,  that if the  Stock  delivered  upon
exercise of the Option is an original  issue of  authorized  Stock,  at least so
much of the  exercise  price as  represents  the par value of such Stock must be
paid in cash.  In the event that  payment of the Option  price is made under (2)
above, the Committee may provide that the Option holder be granted an additional
Option covering the numbers of shares surrendered, at an exercise price equal to
the fair market value of a share of Stock on the date of surrender.

     (f) Discretionary  Payments. If the market price of shares of Stock subject
to an Option (other than an Option which is in tandem with a Stock  Appreciation
Right as  described  in Section  6.2 below)  exceeds the  exercise  price of the
Option at the time of its  exercise,  the  Committee  may  cancel the Option and
cause the  Company  to pay in cash or in shares of Common  Stock (at a price per
share equal to the fair  market  value per share) to the person  exercising  the
Option an amount  equal to the  difference  between the fair market value of the
Stock which would have been  purchased  pursuant to the exercise  (determined on
the date the Option is cancelled)  and the aggregate  exercise price which would
have been paid.  The Committee  may exercise its  discretion to take such action
only if it has received a written request from the person exercising the Option,
but such a request will not be binding on the Committee.

     6.2. Stock Appreciation Rights.

     (a) Nature of Stock  Appreciation  Rights. A Stock Appreciation Right is an
Award entitling the recipient on exercise of the Right to receive an amount,  in
cash or  Stock or a  combination  thereof  (such  form to be  determined  by the
Committee), determined in whole or in part by reference to appreciation in Stock
value.

     Except  as  provided  below,  a  Stock   Appreciation  Right  entitles  the
Participant  to  receive,  with  respect  to each share of Stock as to which the
Right is  exercised,  the excess of the share's fair market value on the date of
exercise  over its fair  market  value on the date the  Right was  granted.  The
Committee  may  provide at the time of grant that the  amount the  recipient  is
entitled to receive will be adjusted upward or downward under rules  established
by the Committee to take into account the performance of the Stock in comparison
with the performance of other stocks or an index or indices of other stocks. The
Committee may also grant Stock  Appreciation  Rights  providing that following a
Change in  Control of the  Company,  as defined in Exhibit A, the holder of such
Right will be entitled to receive,  with respect to each share of Stock  subject
to the Right,  an amount  equal to the excess of a  specified  value  (which may
include an average of  values)  for a share of Stock  during a period  preceding
such  Change in Control  over the fair  market  value of a share of Stock on the
date the Right was granted.

     (b) Grant of Stock Appreciation  Rights.  Stock Appreciation  Rights may be
granted in tandem with, or  independently  of, Options granted under the Plan. A
Stock  Appreciation  Right  granted in tandem with an Option which is not an ISO
may be  granted  either at or after  the time the  Option  is  granted.  A Stock
Appreciation Right granted in tandem with an ISO may be granted only at the time
the Option is granted.

     (c) Rules Applicable to Tandem Awards.  When Stock Appreciation  Rights are
granted in tandem with Options, the following will apply:

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          (1) The Stock Appreciation Right will be exercisable only at such time
     or times,  and to the extent,  that the related Option is  exercisable  and
     will be exercisable in accordance with the procedure  required for exercise
     of the related Option.

          (2) The  Stock  Appreciation  Right  will  terminate  and no longer be
     exercisable upon the termination or exercise of the related Option,  except
     that a Stock  Appreciation Right granted with respect to less than the full
     number of shares  covered by an Option will not be reduced until the number
     of  shares  as to  which  the  related  Option  has been  exercised  or has
     terminated   exceeds  the  number  of  shares  not  covered  by  the  Stock
     Appreciation Right.

          (3) The Option will  terminate and no longer be  exercisable  upon the
     exercise of the related Stock Appreciation Right.

          (4) The Stock  Appreciation  Right will be transferable  only with the
     related Option.

          (5) A Stock  Appreciation  Right  granted in tandem with an ISO may be
     exercised  only when the  market  price of the Stock  subject to the Option
     exceeds the exercise price of such option.

     (d) Exercise of Independent Stock Appreciation Rights. A Stock Appreciation
Right not granted in tandem with an Option will become  exercisable at such time
or times,  and on such conditions,  as the Committee may specify.  The Committee
may at any time accelerate the time at which all or any part of the Right may be
exercised.

     Any exercise of an independent Stock Appreciation Right must be in writing,
signed by the proper person and delivered or mailed to the Company,  accompanied
by any other documents required by the Committee.

          6.3. Restricted and Unrestricted Stock.

     (a) Nature of Restricted Stock Award. A Restricted Stock Award entitles the
recipient to acquire, for a purchase price to be specified by the Committee, but
in no event less than par  value,  shares of Stock  subject to the  restrictions
described in paragraph (d) below ("Restricted Stock").

     (b)  Acceptance of Award. A Participant  who is granted a Restricted  Stock
Award will have no rights  with  respect to such  Award  unless the  Participant
accepts  within 60 days or such other  period  specified by the  Committee,  the
Award by written  instrument  delivered or mailed to the Company  accompanied by
payment in full of the specified  purchase  price, if any, of the shares covered
by the Award.  Payment  may be by  certified  or bank check or other  instrument
acceptable to the Committee.

     (c) Rights as a Stockholder.  A Participant who receives  Restricted  Stock
will have all the rights of a stockholder with respect to the Stock,

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including voting and dividend rights,  subject to the restrictions  described in
paragraph  (d) below and any other  conditions  imposed by the  Committee at the
time  of  grant.  Unless  the  Committee  otherwise   determines,   certificates
evidencing  shares of  Restricted  Stock will  remain in the  possession  of the
Company until such shares are free of all restrictions under the Plan.

     (d) Restrictions.  Except as otherwise  specifically  provided by the Plan,
Restricted Stock may not be sold,  assigned,  transferred,  pledged or otherwise
encumbered  or disposed of, and if the  Participant  ceases to be an Employee or
otherwise  suffers a Status  Change (as  defined  at Section  7.2 below) for any
reason,  must be offered to the Company for purchase for the amount of cash paid
for  the  Stock,  or  forfeited  to the  Company  if no  cash  was  paid.  These
restrictions  will lapse at such time or times, and on such  conditions,  as the
Committee may specify.  Upon lapse of all  restrictions,  Stock will cease to be
Restricted  Stock  for  purposes  of the  Plan.  The  Committee  may at any time
accelerate the time at which the  restrictions  on all or any part of the shares
will lapse.

     (e) Notice of Election.  Any  Participant  making an election under Section
83(b) of the Code with respect to  Restricted  Stock must provide a copy thereof
to the Company  within 10 days of the filing of such  election with the Internal
Revenue Service.

     (f) Other Awards Settled with Restricted  Stock.  The Committee may, at the
time any Award  described in this Section 6 is granted,  provide that any or all
the Stock delivered pursuant to the Award will be Restricted Stock.

     (g) Unrestricted Stock. The Committee may, in its sole discretion,  approve
the sale to any  Participant of shares of Stock free of  restrictions  under the
Plan for a price which is not less than the par value of the Stock.

          6.4. Deferred Stock Awards.

     A Deferred Stock Award entitles the recipient to receive shares of Stock to
be delivered  in the future.  Delivery of the Stock will take place at such time
or times,  and on such conditions,  as the Committee may specify.  The Committee
may specify that a Deferred  Stock Award may be forfeited if certain  conditions
are or are not satisfied.  The Committee may at any time  accelerate the time at
which delivery of all or any part of the Stock will take place.  At the time any
Award described in this Section 6 is granted, the Committee may provide that, at
the  time  Stock  would  otherwise  be  delivered  pursuant  to the  Award,  the
Participant  will instead  receive an instrument  evidencing  the  Participant's
right to future delivery of Stock.

          6.5. Performance Awards; Performance Goals.

     (a)  Nature  of  Performance  Awards.  A  Performance  Award  entitles  the
recipient  to  receive,  without  payment,  an  amount  in  cash or  Stock  or a
combination thereof (such form to be determined by the Committee)  following the
attainment  of  Performance  Goals.  "Performance  Goals" are goals which may be
related to personal performance, corporate performance, departmental performance
or any other category of performance  deemed by the Committee to be important to
the success of the Company. The Committee will determine the Performance Goals,

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the period or periods  during which  performance is to be measured and all other
terms and conditions applicable to the Award.

     (b) Other Awards  Subject to Performance  Condition.  The Committee may, at
the time any Award described in this Section 6 is granted,  impose the condition
(in addition to any conditions  specified or authorized in this Section 6 or any
other  provision  of the  Plan)  that  Performance  Goals  be met  prior  to the
Participant's realization of any payment or benefit under the Award.

          6.6. Loans and Supplemental Grants.

     (a) Loans. The Company may make a loan to a Participant ("Loan"), either on
the date of or after the grant of any  Award to the  Participant.  A Loan may be
made either in connection with the purchase of Stock under the Award or with the
payment  of any  Federal,  state and local  income  tax with  respect  to income
recognized as a result of the Award.  The Committee  will have full authority to
decide whether to make a Loan and to determine the amount,  terms and conditions
of the Loan,  including the interest rate (which may be zero),  whether the Loan
is to be secured or unsecured or with or without  recourse against the borrower,
the terms on which the Loan is to be repaid and the  conditions,  if any,  under
which  it may  be  forgiven.  However,  no  Loan  may  have  a  term  (including
extensions) exceeding ten years in duration.

     (b) Supplemental Grants. In connection with any Award, the Committee may at
the time such  Award is made or at a later  date,  provide  for and grant a cash
award to the Participant ("Supplemental Grant") not to exceed an amount equal to
(1) the amount of any federal, state and local income tax on ordinary income for
which the  Participant  may be liable with respect to the Award,  determined  by
assuming taxation at the highest marginal rate, plus (2) an additional amount on
a grossed-up basis intended to make the Participant  whole on an after-tax basis
after discharging all the Participant's  income tax liabilities arising from all
payments  under this Section 6. Any payments  under this  subsection (b) will be
made at the time the  Participant  incurs  Federal  income  tax  liability  with
respect to the Award.

7.   EVENTS AFFECTING OUTSTANDING AWARDS

          7.1. Death and Total or Permanent Disability.

     Except as otherwise provided by the Committee,  if a Participant dies or is
totally or permanently  disabled as determined by the  Committee,  the following
will apply:

     (a) All  Options  and Stock  Appreciation  Rights  held by the  Participant
immediately prior to death or total or permanent disability, as the case may be,
shall, if not then  exercisable,  be accelerated and become  exercisable at such
time and then all options so held by the  Participant.  may be  exercised by the
Participant's  executor  or  administrator  or the person or persons to whom the
Option or Right is  transferred  by will or the  applicable  laws of descent and
distribution  or the  Participant's  guardian,  at any time  within the one year
period ending with the first anniversary of the Participant's death, or total or
permanent disability, as the case may be (or such longer period as the Committee
may determine), and shall thereupon

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terminate.  In no event,  however,  shall an Option or Stock  Appreciation Right
remain  exercisable beyond the latest date on which it could have been exercised
without regard to this Section 7.

     (b) Except as otherwise determined by the Committee,  all Restricted Stock,
as to which the forfeiture restrictions have not lapsed, held by the Participant
must  be  transferred  to the  Company  (and,  in  the  event  the  certificates
representing  such  Restricted  Stock are held by the Company,  such  Restricted
Stock will be so transferred  without any further action by the  Participant) in
accordance with Section 6.3 above.

     (c) Any payment or benefit under a Deferred Stock Award, Performance Award,
or Supplemental  Grant to which the  Participant  was not  irrevocably  entitled
prior to death or total or  permanent  disability,  as the case may be,  will be
forfeited and the Award canceled as of the time of death,  or total or permanent
disability, as the case may be, unless otherwise determined by the Committee.

          7.2. Termination of Service (Other Than By Death or Disability).

     If a Participant who is an Employee ceases to be an Employee for any reason
other than  death or total or  permanent  disability,  as the case may be, or if
there is a  termination  (other  than by reason  of death or total or  permanent
disability,   as  the  case  maybe)  of  the  consulting,   service  or  similar
relationship in respect of which a non-Employee Participant was granted an Award
hereunder (such termination of the employment or other relationship being herein
referred to as a "Status Change"), the following will apply:

     (a) Except as otherwise determined by the Committee,  all Options and Stock
Appreciation   Rights  held  by  the  Participant   that  were  not  exercisable
immediately prior to the Status Change shall terminate at the time of the Status
Change  provided that options that are not then  exercisable  on such date which
are held by a  Participant  who  retires and who is at least 60 years of age and
has  completed  at least ten or more  years of  service  (as  determined  by the
Committee)  shall continue to vest. Any Options or Rights that were  exercisable
immediately  prior to the Status  Change will continue to be  exercisable  for a
period of one year (or such longer period as the Committee may  determine),  and
shall thereupon terminate,  unless the Award provides by its terms for immediate
termination in the event of a Status Change. Any Options or Rights that were not
exercisable  immediately  prior to the Status Change but which continued to vest
thereafter  pursuant  to the  proviso  above  in  this  Section  7.2(a)  will be
exercisable for a period of one year (or such longer period as the Committee may
determine)  after the date  such  Option or Right  vests,  and shall  thereafter
terminate  unless the Award  provides by its terms for immediate  termination in
the event of a Status Change.  If the Status Change results from a discharge for
cause (gross  negligence or acts done with a malicious  intent, as determined by
the Committee),  all Awards will terminate if the Committee so determines in its
discretion  either before or after such termination of employment.  In no event,
however,  shall an Option or Stock  Appreciation Right remain exercisable beyond
the latest  date on which it could have been  exercised  without  regard to this
Section 7. For purposes of this  paragraph,  in the case of a Participant who is
an Employee,  a Status  Change shall not be deemed to have resulted by reason of
(i) a sick leave or other bona fide leave of absence  approved  for  purposes of
the Plan by the Committee, so long as the Employee's right to reemployment is

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guaranteed  either by statute or by contract,  or (ii) a transfer of  employment
between  the  Company  and a  subsidiary  or  between  subsidiaries,  or to  the
employment  of a  corporation  (or a parent or  subsidiary  corporation  of such
corporation)  issuing or assuming an option in a  transaction  to which  section
424(a) of the Code applies.

     (b) Except as otherwise determined by the Committee,  all Restricted Stock,
as to which the forfeiture restrictions have not lapsed, held by the Participant
at the time of the Status Change must be transferred to the Company (and, in the
event  the  certificates  representing  such  Restricted  Stock  are held by the
Company, such Restricted Stock will be so transferred without any further action
by the Participant) in accordance with Section 6.3 above.

     (c) Any payment or benefit under a Deferred Stock Award, Performance Award,
or Supplemental  Grant to which the  Participant  was not  irrevocably  entitled
prior to the Status Change will be forfeited  and the Award  cancelled as of the
date of such Status Change unless otherwise determined by the Committee.

     Unless  the  Committee  expressly  provides   otherwise,   a  Participant's
"employment or other service relationship with the Company and its Subsidiaries"
will be deemed to have  ceased,  in the case of an  employee  Participant,  upon
termination  of  the   Participant's   employment   with  the  Company  and  its
Subsidiaries  (whether or not the  Participant  continues  in the service of the
Company or its  Subsidiaries  in some capacity other than that of an employee of
the Company or its Subsidiaries), and in the case of any other Participant, when
the service  relationship  in respect of which the Award was granted  terminates
(whether or not the  Participant  continues in the service of the Company or its
Subsidiaries in some other capacity).

          7.3  A Change in Control Provision

     As used herein, a Change in Control and related  definitions shall have the
meanings as set forth in Section 7.3 C below.

     Immediately prior to the occurrence of a Change in Control:

     (a) Each Option and Stock  Appreciation  Right shall  automatically  become
fully exercisable unless the Committee shall otherwise  expressly provide at the
time of grant.

     (b)  Restrictions  and  conditions on  Restricted  Stock,  Deferred  Stock,
Performance  Units and Other  Stock-based  Awards shall  automatically be deemed
waived to the extent, if any,  specified  (whether at or after time of grant) by
the Committee.

     In addition to the foregoing and Sections 6.1(d),  6.2(d),  6.3(d) and 6.4,
the Committee  may at any time prior to or after a Change in Control  accelerate
the  exercisability of any Options and Stock  Appreciation  Rights and may waive
restrictions,  limitations and conditions on Restricted  Stock,  Deferred Stock,
Performance  Units and Other  Stock-based  Awards to the  extent it shall in its
sole discretion determine.

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          7.3 B Certain Corporate Transactions

     (a) In the event of a  consolidation  or merger in which the Company is not
the surviving  corporation or which results in the acquisition of  substantially
all the Company's  outstanding  Stock by a single person or entity or by a group
of persons and/or  entities  acting in concert,  or in the event of the complete
liquidation of the Company or the sale or transfer of  substantially  all of the
company's  assets  (a  "Covered  Transaction"),  all  outstanding  options  will
terminate as of the effective date of the Covered Transaction,  provided that at
least  twenty  (20)  days  prior  to the  effective  date  of any  such  merger,
consolidation,  liquidation or sale of assets, but subject to Paragraphs (c) and
(d)  below,  the  Committee  shall  make  all  outstanding  Options  exercisable
immediately  prior to  consummation  of such Covered  Transaction (to the extent
that such Options are not exercisable  immediately  prior to the consummation of
the Covered Transaction pursuant to Section 7.3A).

     (b) Subject to Paragraphs (c) and (d) below, the Committee may, in its sole
discretion,  prior to the effective date of the Covered Transaction,  (1) remove
the restrictions  from each outstanding share of Restricted Stock, (2) cause the
Company to make any  payment and  provide  any  benefit  under each  outstanding
Deferred Stock Award, Performance Award, and Supplemental Grant which would have
been made or provided with the passage of time had the  transaction not occurred
and the Participant remained an employee,  and (3) forgive all or any portion of
the principal of or interest on a loan.

     (c) If an  outstanding  option or Other Award is subject to  performance or
other  conditions  (other than conditions  relating the mere passage of time and
continued  employment)  which  will not have been  satisfied  at the time of the
Covered  Transaction  the  Committee  may, in its sole  discretion,  remove such
conditions.  If it does not do so  however,  such  Option  or Other  Award  will
terminate, because the conditions have not been satisfied, as of the date of the
Covered Transaction notwithstanding Paragraph (a) and (b) above.

     (d) With  respect  to an  outstanding  Option  or Other  Award  held by the
participant  who,  following  the  Covered  Transaction,  will be  employed by a
corporation which is a surviving or acquiring corporation in such transaction or
an affiliate of such a corporation,  the committee may, in lieu of the action of
the  Committee  described in  Paragraphs  (a) or (b) above or in addition to any
Option  being  exercisable  immediately  prior to  consummation  of the  Covered
Transaction  pursuant to Section 7.3A above,  arrange to have such  surviving or
acquiring  corporation or affiliate assume the Option or Other Award or grant to
the Participant a replacement or substitute  Option or other Award on such terms
as the  Committee  approves.  In the case of an  assumed  or  substitute  Option
intended to be an Incentive Stock Option, the requirements of Section 424 (a) of
the code shall be satisfied except as otherwise provided by the Committee.

          7.3 C Change in Control and Related Definitions

     A "Change in Control"  shall be deemed to have  occurred if the  conditions
set forth in any one of the following paragraphs shall have been satisfied:

<PAGE>

     (a) any Person is or becomes the Beneficial Owner,  directly or indirectly,
of securities  of the Company  representing  35% or more of the combined  voting
power of the Company's then outstanding securities; or

     (b) during any period of not more than two consecutive years (not including
any period prior to December 31, 1996), individuals who at the beginning of such
period  constitute  the  Board  and  any new  director  (other  than a  director
designated  by a Person who has entered  into an  agreement  with the Company to
effect a  transaction  described  in Clause  (a),  (b), or (c) of Section 7.3 C)
whose  election  by the  Board  or  nomination  for  election  by the  Company's
stockholders  was  approved  by a  vote  of at  least  two-thirds  (2/3)  of the
directors then still in office who either were directors at the beginning of the
period or whose  election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof; or

     (c) the  shareholders of the Company approve a merger or  consolidation  of
the Company with any other corporation, other than:

          (1) a  merger  or  consolidation  which  would  result  in the  voting
     securities of the Company outstanding  immediately prior thereto continuing
     to  represent  (either by remaining  outstanding  or being  converted  into
     voting  securities  of the  surviving  entity) 60% or more of the  combined
     voting  power of the voting  securities  of the  Company or such  surviving
     entity outstanding immediately after such merger or consolidation; or

          (2) a merger or consolidation effected to implement a recapitalization
     of the Company (or similar  transaction) in which no person acquires 35% or
     more  of the  combined  voting  power  of the  Company's  then  outstanding
     securities;

     (d) the shareholders of the Company approve a plan of complete  liquidation
of the Company or an agreement for the sale or disposition by the Company of all
or substantially all the Company's assets.

     Notwithstanding the foregoing provisions of this Section 7.3C, a "Change in
Control" will not be deemed to have occurred solely because of (i) the ownership
or acquisition of securities of the Company (or any reporting  requirement under
the Securities  Exchange Act of 1934) relating  thereto) by an employee  benefit
plan  maintained  by the Company for the benefit of employees or by ownership or
acquisition  (whether  accomplished  by  merger,   consolidation,   purchase  or
otherwise) by any of Ben Cohen, Jerry Greenfield,  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  and/or  other  related  Company
management group.

     In the foregoing  provisions of this Section 7.3, the following terms shall
have the meanings set forth below:

<PAGE>

     "Person"  shall  have  the  meaning  given  in  Section  3 (a)  (9)  of the
Securities  Exchange Act of 1934,  as modified and used in Sections 13 9D and 14
(d) thereof; however, a Person shall not include:

          (1) the Company or any controlled subsidiary of the Company;

          (2) a trustee or other fiduciary holding  securities under an employee
     benefit plan of the Company; or,

          (3) a corporation or other entity owned,  directly or  indirectly,  by
     the  shareholders of the Company in  substantially  the same proportions as
     their ownership of stock of the Company.

     "Beneficial  Owner" shall have the meaning  defined in Rule 13d-3 under the
Securities Exchange Act of 1934 as amended from time to time.

8.   GENERAL PROVISIONS

          8.1. Documentation of Awards.

     Awards will be  evidenced by such  written  instruments,  if any, as may be
prescribed by the Board from time to time.  Such  instruments may be in the form
of  agreements  to be  executed  by both the  Participant  and the  Company,  or
certificates,  letters or similar instruments, which need not be executed by the
Participant  but  acceptance  of which  will  evidence  agreement  to the  terms
thereof.

          8.2. Rights as a Stockholder, Dividend Equivalents.

     Except as  specifically  provided by the Plan, the receipt of an Award will
not give a Participant rights as a stockholder; the participant will obtain such
rights,  subject  to any  limitations  imposed  by the  Plan  or the  instrument
evidencing the Award, upon actual receipt of Stock.  However, the Committee may,
on such  conditions as it deems  appropriate,  provide that a  Participant  will
receive a benefit in lieu of cash  dividends that would have been payable on any
or all Stock subject to the Participant's Award had such Stock been outstanding.
Without limitation,  the Committee may provide for payment to the Participant of
amounts  representing such dividends,  either currently or in the future, or for
the investment of such amounts on behalf of the Participant.

          8.3. Conditions on Delivery of Stock.

     The Company will not be  obligated to deliver any shares of Stock  pursuant
to the Plan or to remove restriction from shares previously  delivered under the
Plan (a) until all conditions of the Award have been  satisfied or removed,  (b)
until, in the opinion of the Company's counsel, all applicable federal and state
laws and regulation have been complied with, (c) if the outstanding  Stock is at
the time listed on any stock  exchange,  until the shares to be  delivered  have
been listed or authorized to be listed on such exchange upon official  notice of
notice of issuance, and (d) until all other legal

<PAGE>

matters in  connection  with the  issuance and delivery of such shares have been
approved by the Company's counsel.  If the sale of Stock has not been registered
under the  Securities  Act of 1933,  as amended,  the Company may require,  as a
condition  to exercise  of the Award,  such  representations  or  agreements  as
counsel for the Company may consider  appropriate to avoid violation of such Act
and may require that the certificates  evidencing such Stock bear an appropriate
legend restricting transfer.

     If an Award is exercised by the  Participant's  legal  representative,  the
Company will be under no obligation  to deliver Stock  pursuant to such exercise
until the Company is satisfied as to the authority of such representative.

          8.4. Tax Withholding.

     The Company will  withhold  from any cash payment made pursuant to an Award
an amount  sufficient to satisfy all federal,  state and local  withholding  tax
requirements (the "withholding requirements").

     In the case of an Award  pursuant  to which  Stock  may be  delivered,  the
Committee  will  have  the  right  to  require  that  the  Participant  or other
appropriate  person  remit to the  Company an amount  sufficient  to satisfy the
withholding  requirements,  or  make  other  arrangements  satisfactory  to  the
Committee with regard to such requirements,  prior to the delivery of any Stock.
If and to the extent that such withholding is required, the Committee may permit
the Participant or such other person to elect at such time and in such manner as
the  Committee  provides  to have the  Company  hold back from the  shares to be
delivered,  or to deliver to the  Company,  Stock having a value  calculated  to
satisfy the withholding requirement.


          8.5. Nontransferability of Awards.

     No Award  (other than an Award in the form of an outright  transfer of cash
or Unrestricted  Stock) may be transferred  other than by will or by the laws of
descent and distribution, and during a Participant's lifetime an Award requiring
exercise  may  be  exercised  only  by  him or  her  (or  in  the  event  of the
Participant's incapacity,  the person or persons legally appointed to act on the
Participant's behalf).

          8.6. Adjustments in the Event of Certain Transactions.

     (a) In the event of a stock dividend, stock split or combination of shares,
recapitalization  or other  change  in the  Company's  capitalization,  or other
distribution to common stockholders other than normal cash dividends,  after the
effective date of the Plan, the Committee will make any appropriate  adjustments
to the  maximum  number of shares  that may be  delivered  under the Plan  under
Section 4 above.

     (b) In any event referred to in paragraph (a), the Committee will also make
any  appropriate  adjustments  to the  number  and  kind of  shares  of stock or
securities  subject to Awards then  outstanding  or  subsequently  granted,  any
exercise prices relating to Awards and any other provision of Awards affected by

<PAGE>

such change.  The Committee may also make such  adjustments to take into account
material  changes in law or in  accounting  practices  or  principles,  mergers,
consolidations, acquisitions, dispositions or similar corporate transactions, or
any other event,  if it is  determined  by the Committee  that  adjustments  are
appropriate to avoid distortion in the operation of the Plan.

          8.7. Employment Rights, Etc.

     Neither  the  adoption of the Plan nor the grant of Awards will confer upon
any person any right to continued  retention by the Company or any subsidiary as
an  Employee  or  otherwise,  or affect in any way the right of the  Company  or
subsidiary to terminate an employment,  service or similar  relationship  at any
time.  Except as specifically  provided by the Committee in any particular case,
the loss of existing or potential  profit in Awards  granted under the Plan will
not  constitute  an  element  of  damages  in the  event  of  termination  of an
employment,  service  or  similar  relationship  even if the  termination  is in
violation of an obligation of the Company to the Participant.

          8.8. Deferral of Payments.

     The Committee may agree at any time,  upon request of the  Participant,  to
defer the date on which any payment under an Award will be made.

          8.9. Past Services as Consideration.

     Where a Participant purchases Stock under an Award for a price equal to the
par value of the Stock the  Committee  may  determine  that such  price has been
satisfied by past services rendered by the Participant.

          8.10. Fair Market Value.

     For purposes of the Plan, fair market value of a share of Stock on any date
will be the closing  price in the  over-the-counter  market with respect to such
Stock,  as reported by the National  Association  of  Securities  Dealers,  Inc.
Automated  Quotation  System or such other similar system then in use; or, if on
any such date such Stock is not quoted by any such organization,  the average of
the closing bid and asked prices with  respect to such Stock,  as furnished by a
professional  market  maker  making  a  market  in such  Stock  selected  by the
Committee;  or if such prices are not  available,  the fair market value of such
Stock as of such date as  determined in good faith by the  Committee;  or, where
necessary, in order to achieve the intended Federal income tax result, the value
of a share  of Stock as  determined  by the  Committee  in  accordance  with the
applicable provisions of the Code.

9.   EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION

     Neither  adoption of the Plan nor the grant of Awards to a Participant will
affect the  Company's  right to grant to such  Participant  cash or Stock awards
that are not subject to the Plan, to issue to such Participant  Stock as a bonus
or  otherwise,  or to adopt  other  plans or  arrangements  under which Stock be
issued to Employees.  The Committee may at any time discontinue  granting Awards
under the Plan.

<PAGE>

     The Board may at any time or times  amend the Plan (and the  Committee  may
amend any outstanding  Award) for any purpose which may at the time be permitted
by law,  or may at any time  terminate  the  Plan as to any  further  grants  of
Awards,  provided  that no amendment or  termination  of the Plan may  adversely
affect the rights of any Participant  (without the Participant's  consent) under
any Award previously granted.