Exhibit 10.45
                               SEVERANCE AGREEMENT

Severance  Agreement  dated as of January  19,  2000  between  Doug  Fisher (the
"Executive")  residing at 22 Grassy Pond  Drive,  Smithtown,  NY 11787 and Ben &
Jerry's Homemade, Inc. (the "Company"),  a Vermont corporation  headquartered at
30 Community Drive, South Burlington, VT 05403.

WHEREAS, the parties wish to confirm certain severance understandings.

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

1.   Severance  Payable on  Termination by the Company Other Than For Cause,
     Death or  Disability

     1.1  In the event of  termination of the Executive by the Company for other
          than Cause, Death or Disability, the Executive will be entitled to:

          (i)Severance at the Executive's  monthly base salary rate  immediately
     preceding date of notice of termination,  payable for six months,  plus (if
     so approved by the Compensation  Committee of the Board of Directors of the
     Company or an officer  delegated by the Committee) a second period of up to
     an additional six months in the event that the employee has not found other
     comparable  employment,   but  with  payments  in  this  additional  period
     terminating  on the  date  the  Executive  obtains  comparable  employment;
     provided that, for officers with three or more years of employment  service
     at  date  of  termination,  severance  at  the  monthly  base  salary  rate
     immediately  preceding  the date of notice of  termination,  payable for 12
     months;
          (ii)Continuation   of  health,  life  and  other  "welfare"  insurance
     benefits on the same terms as available to employees  generally  during the
     period of severance  payments.  Other  benefits  (such as 401(k) or ESPP or
     ESOP,  which are  keyed to  employee  status)  do not  continue;
          (iii) The severance  payments  required to be made under (i) above are
     not  reduced  by any other  job  earnings,  i.e.  no  mitigation;
          (iv) For  officers  with three or more years of service at the date of
     termination,  payment of the appropriate pro rata percentage  (based on the
     date of termination in the year) of the next annual cash bonus (if approved
     by the Compensation Committee in January/February of the year following the
     year of termination)  provided that, in addition (if so approved and if the
     Company's bottom line financial  results for the year in which  termination
     occurs are not lower than the financial  results for the  preceding  year),
     the pro rata  percentage,  as  determined  above,  shall be  figured on the
     "base" of a full  year's  bonus  (which  shall in no event be less than the
     full year's  bonus paid for the prior year) and,  for other  officers  with
     less than three  years of service  at date of  termination,  payment of the

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     appropriate  pro rata percentage of an amount equal to the next annual cash
     bonus (if approved by the Compensation Committee in January/February of the
     year  following  the year of  termination).  (v)  $15,000  of  outplacement
     services.

     1.2  Cause.  "Cause",  for  the  purposes  of  Section  1,  is  defined  as
          conviction  of any  crime,  whether  or  not  involving  the  Company,
          constituting  a felony;  gross neglect or misconduct in the conduct of
          the  Executive's  duties;  willful or  repeated  failure or refusal to
          perform such duties may be delegated to the Executive by the CEO.

     1.3  Options.  Unless  provisions  in  some  other  agreement  between  the
          Executive and the Company or provisions in the option plan under which
          options held by the Executive at the date of termination  were granted
          are more favorable to the Executive,  (i) for Executives with three or
          more years of service at date of  termination,  unvested  options that
          would  have  vested  in the  first  six  month  period  after  date of
          termination  shall  accelerate and become vested,  and then all vested
          options may continue to be  exercised  for six months  thereafter  and
          (ii)  for all  other  Executives  all  vested  options  at the date of
          termination may continue to be exercised for six months thereafter. In
          each  case  all  unvested  options  remaining   unvested  at  date  of
          termination shall terminate.

     1.4  Confidential  Information

               a.  The  Executive   agrees  to  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 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 CEO or his designee may specify, all
          Documents then in the Executive's possession or control.

     1.5 Covenant Not To Compete

          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:


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               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  country  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  1.5,  the
          business  of  the  Company  and  its   Subsidiaries   shall  mean  the
          manufacture  or sale of the  Products.  "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.
               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.
               c. The  provisions  of this  Section  1.5  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  1.5 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

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          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.
               d. Without  limiting the  foregoing,  it is  understood  that the
          Company  shall  not be  obligated  to  continue  to make the  payments
          specified in this  Agreement in the event of a material  breach by the
          Executive of the provisions of Sections 1.4 or 1.5 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.

     1.6  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 1.4 and 1.5 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 1.4 and 1.5 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  1.4 or 1.5 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.

     1.7  This  Section 1 shall not be  applicable  while the  Executive  has an
          Employment  Agreement providing for severance that would be applicable
          to a termination  other than for cause on the applicable  date of such
          termination.

2. Severance Payable After a Change in Control

     2.1  In the event of a  termination  by the  Company  other than for Cause,
          Death or  Disability  within  the first  two  years  after a Change in
          Control (as defined) or termination by the Executive  within the first
          two years  after a Change in Control  for Good  Reason  (as  defined),
          severance  shall be payable or  provided to the  Executive  as follows
          (and  subject  to the  provisions  of the  additional  subsections  of
          Section  2):

               (i) A  single  lump  sum  equal  to the sum of (a) one and a half
          times (i.e. 18 months)  annual base salary for the Executive in effect
          immediately  prior to the date of the Change in Control or immediately
          prior to the date of  termination  (whichever  is greater)  and (b) an
          amount equal to one and a half times the last year's annual cash bonus
          paid to the Executive.

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               (ii) Health,  life and other welfare  benefits shall continue for
          one year on the same terms available to employees generally.
               (iii) The  Company's  contribution  to the 401(k)  account of the
          Executive  shall  continue  for one year at the same  rate  (but in no
          event lower than the rate in effect prior to the Change in Control) as
          applicable  to employees  generally  or, if such  continuation  is not
          permitted  by the  Company's  401(k)  plan,  then  the  amount  of the
          Company's  contribution  shall  be made by a lump sum  payment  and/or
          distribution  of Company  stock made to the Executive at the time said
          payment/distribution is made to employees generally.

     2.2  "Cause" shall have the meaning set forth in Section 1.2 above.

     2.3  "Change in Control" shall be defined as follows:

          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:

               (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 October 26, 1994),  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), (c) or (d) of this  Section  2.3) 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; or
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               (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  2.3, 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 of
securities of the Company that were beneficially owned as of December 31,1998 by
any of Ben Cohen,  Jerry  Greenfield,  Jeffrey Furman and Perry Odak;  provided,
however,  that a "Change of Control"  under  Section 2.3 shall be deemed to have
occurred  in the event any of Ben Cohen,  Jerry  Greenfield  or  Jeffrey  Furman
becomes the Beneficial Owner,  directly or indirectly,  of Common Stock or other
voting securities of the Company  representing an amount of beneficial ownership
which is (i) greater than 35% of the combined voting power of the Company's then
outstanding  voting  securities  (the threshold  under Section  2.3(a)) and (ii)
greater than the amount beneficially owned by any such Person as of December 31,
1998, by at least 2?% of the number of outstanding shares of Common Stock of the
Company as of December 31, 1998 (adjusted for stock splits and the like).

In  addition,  a Change in  Control  shall not be  deemed to have  occurred  for
purposes of this Section 2.3 if the Executive is the person obtaining control or
a member of any group obtaining control in the defined Change of Control. [

In the  foregoing  provisions  of this  definition  of "Change in Control",  the
following terms shall have the meanings set forth below:

"Person" in Section 2.3 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" in Section 2.3 shall have the meaning  defined in Rule 13d-3
under the Securities Exchange Act of 1934 as amended from time to time.

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     2.4  "Good Reason" shall be defined as follows:

               (i)  Failure of the  Company to  continue  the  Executive  in the
          position the Executive had twelve months prior to the date of a Change
          in Control or any portion of greater  responsibility the Executive may
          have held immediately prior to the Change in Control;
               (ii)  Diminution  in the  nature  or  scope  of  the  Executive's
          responsibilities, duties or authority; or
               (iii)Failure  of the  Company to provide the  Executive  the base
          amounts,  bonus  and  benefits  in  accordance  with the  terms of any
          employment  agreement  in effect  immediately  prior to the  Change in
          Control  between the Executive and the Company or, if there is no such
          employment  agreement,  the levels of base salary,  bonus or aggregate
          benefits taken together that were in effect  immediately  prior to the
          Change in Control.

     2.5   Options.  Unless  provisions  in some other  agreement  (including an
           option  grant)  between the  Executive  and the Company or applicable
           provisions  in the  option  plan  under  which  options  held  by the
           Executive  were  granted are more  favorable  to the  Executive,  and
           except as may be provided on terms more favorable to the Executive in
           Section 1 of this  Agreement,  with respect to a  termination  of the
           Executive  Other Than For Cause,  all  unvested  options  held by the
           Executive shall accelerate and become vested immediately prior to the
           Change  in  Control  and shall  continue  to be  exercisable  for six
           months.

     2.6   Excise Tax Limitation. Notwithstanding Section 2.1 of this Agreement,
           in the event  that any  Payment  (as  hereinafter  defined)  would be
           subject  in whole or in part to the  excise  tax (the  "Excise  Tax")
           under Section 4999 of the Internal  Revenue Code (the  "Code"),  then
           the severance  payments  payable under Section 2.1 of this  Agreement
           shall be reduced to the extent, but only to the extent,  necessary so
           that no  portion  of any  Payment  is  subject to the Excise Tax (the
           "Severance Reduction"). However, no Severance Reduction shall be made
           unless the net amount of the Total Payments (as hereinafter  defined)
           after such Severance  Reduction and after deduction of the net amount
           of  federal,  state  and local  income  taxes on such  reduced  Total
           Payments  would be greater than the net amount of the Total  Payments
           without the Severance Reduction but after deduction of the Excise Tax
           and the net amount of federal,  state and local  income taxes on such
           unreduced Total Payments. The determination as to whether a Severance
           Reduction is to be made and, if so, the amount of any such  reduction
           shall be made by the firm of certified  public  accountants  that had
           been acting as the Company's  auditors prior to the Change in Control
           or by such  other  firm of  certified  public  accountants,  benefits
           consulting  firm or legal counsel as the Board may designate for such
           purpose,  with the approval of the Executive,  prior to the Change in
           Control.
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           The  Company  shall   provide  the   Executive   with  the  auditor's
           calculations of the amounts  referred to in this Section 2.6 and such
           supporting materials as are reasonably necessary for the Executive to
           evaluate the Company's calculation.

           For  purposes  of this  Section  2.6,  the term  "Payment"  means any
           "payment  in the  nature  of  compensation"  (as that term is used in
           Section  280G of the Code") to or for the  benefit of the  Executive,
           whether or not paid pursuant to this Agreement, that is contingent or
           under  Section 280G of the Code would be presumed to be contingent on
           a  Change  in  Control;  and the  term  "Total  Payments"  means  the
           aggregate of all Payments.

     2.7   Additional  Provisions.  The provisions of Section 1.4 shall continue
           to be applicable  after a termination of employment  under Subsection
           2.1. The provisions of Section 1.5 shall remain applicable.

 3     Other Provisions

     3.1   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  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  and  provided  that  nothing in this
           Section shall limit the provisions of Section 2.

     3.2   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
           be not be affected  thereby,  and each portion and  provision of this
           Agreement  shall be  valid  and  enforceable  to the  fullest  extent
           permitted by law.

     3.3   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.

     3.4  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
          and, in the case of the Company,  at its principal  place of business,

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          attention  Chief  Executive  Officer,  with a copy  to  Ropes  & Gray,
          Attention Howard K. Fuguet,  Esq., One International Place, Boston, MA
          02110.

     3.5   Entire  Agreement.  This Agreement  constitutes the entire  agreement
           between the parties with respect to severance  upon a termination  by
           the Company other than for cause and with respect to severance upon a
           termination  by the Company  other than for cause or by the Executive
           for Good Reason after a Change in Control and with respect to Options
           upon a Change in Control and supersedes all prior and contemporaneous
           communications,  representations and understandings, written or oral,
           with  respect  thereto,  except (i) as otherwise  expressly  provided
           herein and (ii) as otherwise  provided in any other written agreement
           or benefit plan that is more  favorable to the Executive with respect
           to severance or options.

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

     3.7   Governing Law,  Arbitration  and Consent to  Jurisdiction.  This is a
           Vermont  contract  and shall be construed  and enforced  under and be
           governed in all respects by the laws of the State of Vermont, without
           regard to the Vermont internal  conflict of laws principles  thereof.
           The parties each agree to promptly and mutually 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  and  its  performance  or any  breach  or  claimed  breach
           thereof.  In the  event  that  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
           Burlington,   Vermont,  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
           discovery  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 of
           Vermont and to the  jurisdiction  of the state  courts of Vermont for
           the purpose of any suit or other  proceeding  arising out of or based

<PAGE>

           upon the  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 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.

     3.8   Protection of Reputation.  During the period of employment and during
           any  period  in which  severance  payments  or  benefits  are paid or
           provided under this Agreement, the Executive agrees that he will take
           no action which is intended to, or would  reasonably  be expected to,
           harm the  Company or its  reputation  or which  would  reasonably  be
           expected to lead to unwanted or unfavorable  publicity to the Company
           (it being understood that  competition  which does not breach Section
           1.5 shall not be deemed to be a breach of this Section).

     3.9   Survival. Cessation or termination of Executive's employment with the
           Company  shall  not  result in  termination  of this  Agreement.  The
           respective  obligations  of  Executive  and the rights  and  benefits
           afforded  to  the  Company  as  provided  in  this  Agreement   after
           termination of employment  shall survive  cessation or termination of
           Executive's employment hereunder.

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.

BEN & JERRY'S HOMEMADE, INC.

/s/ Doug Fisher                          By: /s/Perry D. Odak
------------------                       --------------------
Executive                                    Perry D. Odak
                                             Chief Executive Officer