EXHIBIT 10.10
NEW DISTRIBUTION AGREEMENT

     This Distribution Agreement (sometimes referred to as the "New Distribution
Agreement" or this  "Agreement") is entered into as of this 11th day of January,
1999 by and  between  Dreyer's  Grand Ice Cream,  Inc.,  a Delaware  corporation
headquartered at 5929 College Avenue, Oakland,  California 94618 ("Distributor")
and Ben & Jerry's  Homemade,  Inc., a Vermont  corporation  headquartered  at 30
Community Drive, South Burlington, Vermont 05403-6828 ("Manufacturer").

     WHEREAS, the parties wish to confirm that a certain Distribution  Agreement
dated as of  January  6,  1987,  as  amended,  including  by a Letter  Amendment
Agreement dated on the date hereof (the "Letter Amendment  Agreement",  and such
1987 Agreement as so amended by the Letter  Amendment  Agreement being sometimes
referred to as the "Old Agreement"),  will automatically expire, without further
notice or actions,  as of the close of business  on August 31,  1999,  and wish,
simultaneously  with the entering  into the Letter  Amendment  Agreement and the
filing of the  Stipulation  of dismissal  with  prejudice in the pending case of
Dreyer's  Grand Ice  Cream,  Inc.  and Edy's  Grand Ice Cream vs.  Ben & Jerry's
Homemade,  Inc., to enter into this Agreement effective today, but providing for
the  distribution  upon the terms and conditions set forth below,  commencing on
September  1,  1999,  of  the  Manufacturer's  Products  by  Distributor  in the
Distributor Territory as defined below and for certain related matters set forth
below.

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

     1. PURPOSES OF AGREEMENT.  Manufacturer is engaged in the manufacture, sale
and distribution of ice cream and frozen dessert products  manufactured and sold
under the trade name "Ben & Jerry's" and in some cases other names.  Distributor
is engaged in the  manufacture,  sale and distribution of ice cream products and
frozen desserts sold under several brand names including  "Dreyer's" and "Edy's"
and including ice cream products  manufactured by or for others.  The use of the
term  "Distributor"  in this Agreement means Dreyer's Grand Ice Cream,  Inc. and
any  controlled  subsidiaries  thereof  engaged in ice cream  operations  in the
United States (production or distribution).  The term "Manufacturer"  shall mean
Ben & Jerry's Homemade,  Inc. and any controlled subsidiaries thereof engaged in
the United States.

     Distributor and  Manufacturer  desire to enter into this Agreement  setting
forth the mutual rights and  responsibilities of the parties with respect to the
distribution,  resale and promotion of Products (as defined) of the Manufacturer
through the  distribution  system of the  Distributor,  being the  Distributor's
owned and operated distribution system and its authorized subdistributors.

     It is understood that such  distribution  will commence  September 1, 1999,
and  that  all of the  provisions  of this  Agreement  shall  only be  effective
commencing September 1, 1999, provided,  however, that the provisions of Section
13 hereof shall be effective immediately.


<PAGE>


     "Best efforts" as used in this Agreement means commercially  reasonable use
of available resources to accomplish the specified objectives.

     1.1  Representation.  Distributor  hereby  represents  that as of the  date
hereof it is not in default in any respect under,  and will not be in default in
any respect but for the running of any applicable  grace period under,  any loan
agreement or other agreement for the borrowing of money or capitalized leases.

     2.   Distribution.

     2.1  Appointment of Distributor.  Subject  to all of  the  terms  hereof,
Manufacturer  hereby appoints  Distributor,  commencing  September 1, 1999, as a
non-exclusive distributor for the Products (as defined below) in the Distributor
Territory  within the United States as set out in Schedule 2A (the  "Distributor
Territory"),  which  Distributor  Territory  may be  changed  by mutual  written
consent of the parties.

     The Products distributed by Distributor hereunder include (i) Ben & Jerry's
brand items which are pints,  quarts,  half gallons,  single serve and including
bulk sizes of ice cream,  frozen  yogurt,  sorbet,  novelties  and other  frozen
desserts  manufactured  by the  Manufacturer  and (ii)  subject to the effect of
distribution agreements between Distributor and third parties effective prior to
a designation by Manufacturer  adding Products  hereunder,  such other brand ice
cream,  frozen  yogurt,  sorbet,  novelties  and other frozen  desserts of other
persons as are involved in a significant  relationship  with Manufacturer as may
be designated by Manufacturer from time to time, all as set forth in Schedule 2B
as  supplemented  or revised by  Manufacturer  from time to time with reasonable
notice to Distributor (collectively, the "Products").

     Subject to all of the terms hereof,  Distributor  accepts such  appointment
and agrees to use its best  efforts  to  distribute,  resell,  and  deliver  the
Products in all  flavors  and sizes to all types of retail  stores and all other
types of accounts in this  Distributor  Territory and to promote the Products in
accordance  with  the  terms  of  this  Agreement   throughout  the  Distributor
Territory.

     In accordance with the foregoing,  Distributor will use its best efforts to
meet the  distribution  performance  standards  set out in Schedule 2C, and with
such updates and revisions as shall be agreed at least  annually with respect to
each  ADI  or  other  market  area  listed  on  Schedule  2A  (the  "Performance
Requirements"). It is understood that the Distributor is responsible for meeting
the  Performance  Requirements  on an annual  basis on a market by market  basis
within the Distributor  Territory for the Distributor  Territory served directly
(and if expressly applicable under Section 2 of this Agreement, geographic areas
within  the  Distributor  Territory  served  indirectly,   by  using  authorized
subdistributors). It is understood that, in the event that the Manufacturer adds
an  additional  distributor  in part of the  Distributor  Territory,  the volume
levels contained in the Performance  Requirements shall be appropriately reduced
to reflect such appointment.

<PAGE>

     The  performance  goals,  i.e.  annual  business  plan  volume,  etc.  (the
"Performance Goals") for any given calendar year,  determined as provided below,
shall include the performance  matters referred to in the immediately  preceding
paragraph that the Distributor  reasonably  should be expected to achieve in the
Distributor  Territory  for such year and  shall be  determined  by taking  into
account (a) the Performance Goals for the immediately preceding year, (b) actual
performance of the Distributor  during the  immediately  preceding year, (c) any
events or situations  out of the ordinary that have occurred in the  immediately
preceding  year or are  reasonably  expected to occur in the  marketplace in the
following  year,  which  affected  or would  reasonably  be  expected  to affect
Distributor's  performance,  and (d) any reasonably  reliable market performance
data for the various  markets in which the  Distributor  and other  distributors
distribute substantially the same products of the Manufacturer.

     The Performance  Requirements  and the Performance  Goals for each calendar
year  commencing 2000 shall be proposed no later than October 1 of the preceding
year by Manufacturer,  after prior consultation with Distributor, and thereafter
shall be the subject of good faith negotiations by the parties. In the event the
parties  fail to reach  agreement  by October 15 in any year on the  Performance
Requirements  and  Performance  Goals  for the  next  calendar  year,  then  the
Performance  Requirements and Performance Goals for the next calendar year shall
be determined by the averaging of the Performance  Requirements  and Performance
Goals  (where  applicable)  for the top four (other than those to be  applicable
under this Agreement) of the major national markets used by the Manufacturer for
distribution,  planning and  operational  purposes,  provided  that,  as to 1999
(which  consists of the months of September - December),  the parties  commit to
reach agreement on the 1999 Performance Requirements and Performance Goals by no
later than March 31, 1999.

     Distributor  confirms that it will,  except as otherwise  specified in this
Agreement,  use its best efforts to follow  Manufacturer's  general distribution
policies  (the  "Distribution  Policies")  as now in  effect  and as  reasonably
amended for application to Manufacturer's distributors generally upon reasonable
written notice to Distributor (see Schedule 2D for the Distribution  Policies as
in effect on the date hereof).

     2.2 Accounts. It is agreed that Distributor Territory will include, for all
Products  except bulk, any and all channels and all retail  outlets,  including,
but not limited to, supermarkets,  A and B stores/supermarkets,  military bases,
food service  accounts and concession  areas,  Distributor  owned push carts and
bunker  promotions  in  supermarkets,  convenience  stores,  Mom  and  Pops  and
specialty food stores and club stores  (including  those served on a consignment
basis as provided below). Except for mutually agreed authorized  subdistributors
(whether or not Distributor owns a minority interest therein),  Distributor will
establish, maintain and operate company-owned and operated trucks, warehouse and
related assets as necessary to obtain the distribution  coverage needed to carry
out Distributor's obligations to distribute the Products.  Distributor will sell
the Products to accounts whether or not the account wishes to purchase any other
products distributed by Distributor.

<PAGE>

     Distributor  agrees that it will not  knowingly,  directly  or  indirectly,
through  independent  distributors or otherwise,  sell, market or distribute the
Products to any person outside the Distributor Territory or for sale outside the
Distributor Territory.

     2.3 Sales in Distributor  Territory and Authorized  Accounts.  Food Service
Accounts.  With respect to  distribution  of Food Service  (which shall  include
novelties that are also  distributed as provided in Section 2.2. above and bulk)
which shall consist of sales to non-grocery channels, including, but not limited
to, concessionaires,  captive accounts,  institutional accounts, restaurants and
the like and shall also include such scooping venues (other than  franchises) as
may be established from time to time by the Manufacturer,  the Distributor shall
sell to such Food Service accounts as the Manufacturer may reasonably  designate
from  time  to  time.  It is  understood  that  there  may  be  changes  in  the
Manufacturer's  designation of Food Service  accounts which are to be handled by
the  Distributor,  and the parties agree to reach reasonable  accommodations  in
order to  realize  the  potential  for  sales of the  Products  to Food  Service
accounts.

     Distributor  agrees to distribute only to the authorized  types of accounts
in the  Distributor  Territory  in  accordance  with this  Agreement,  including
Sections  2.2 - 2.4.  In order to carry out the  provisions  of this  Agreement,
Distributor  will  abide by and,  where  applicable,  impose  these  contractual
restrictions on all the persons  distributing  Products under this Agreement who
are not presently bound by an agreement with Distributor,  except when otherwise
authorized  in  writing  by the  Manufacturer.  Notwithstanding  the  foregoing,
nothing  herein  shall  permit   enlargement  of  the   Distributor   Territory.
Nonetheless,   in  the  event  that  the  Products  are  made   available  to  a
non-permitted account,  Distributor agrees to use its best efforts to remedy the
situation.  Distributor,  consistent  with  applicable  law,  will  use its best
efforts to  terminate  any  distributor  or other  person who  continues to sell
unauthorized  accounts.  It is understood  that the best efforts  obligations of
Distributor with respect to the customer/territorial limitations are to use best
efforts,   consistent   with  law,  in   enforcing   such   customer/territorial
restrictions  under this Agreement and that  Distributor  shall not be liable to
the Manufacturer for any unauthorized sales or resales by the other distributors
as long as Distributor  has not authorized  any sales by other  distributors  in
derogation of the rights retained by the Manufacturer.

     2.4 Distribution to Franchisees,  etc. To the extent Manufacturer  supplies
the  Products  to  Distributor,  Distributor  agrees  to  supply  the  Products,
including bulk, to Manufacturer's  franchised,  licensed and company-owned scoop
shops in the Distributor Territory on a drayage basis.  Distributor  understands
that Manufacturer's franchise agreements require it to serve franchise customers
first in the event of product shortage.  Distributor will receive a handling fee
per item delivered as established by Manufacturer,  that fee currently being [ *
] per 2 1/2  gallon  bulk tub and [ * ] per  sleeve of pints  and  miscellaneous
boxed  goods,  with  [ *  ]  of  the  freight  to  the  Distributor  to  be  the
responsibility of Distributor.


     * This confidential  portion has been omitted and filed separately with the
Commission

<PAGE>

     2.5 No Exclusive Rights. As of the date of this Agreement, Manufacturer has
no other distributors in the Distributor  Territory for the supermarket channels
of  distribution.  Before  Manufacturer  grants  any  other  person  a right  to
distribute the Products in the Distributor  Territory,  Manufacturer shall first
give not less than 30 days prior written notice to Distributor and shall consult
with Distributor. Before Distributor commences the distribution of any ice cream
products of another  person not being  distributed  by  Distributor  on the date
hereof,  Distributor will give  Manufacturer not less than 30 days prior written
notice and shall consult with Manufacturer.

     2.6 Distributor's  directly Owned and Operated  Distribution  System. It is
understood  that  in the  Distributor  Territory  Manufacturer  shall  sell  the
Products to Distributor  for  distribution  through  Distributor's  distribution
system (as more specifically described in Section 5.2 hereof ("DSD")) and with a
small percentage  distributed by authorized  subdistributors of the Distributor.
Distributor  agrees  that its  maximum  resale  prices  on  Products  resold  to
subdistributors  will not exceed [ * ] above the prices paid by Distributor  for
such Products to the Manufacturer, including freight, under Section 9.

     Distributor  agrees  that  all  subdistributors  shall  be  subject  to the
approval of the Manufacturer,  which may not be unreasonably denied. All current
subdistributors  are hereby  approved  by  Manufacturer  and will be listed on a
Schedule  2.6  to be  delivered  by  Distributor  to  Manufacturer  as  soon  as
practicable after execution of this Agreement by the parties. Manufacturer shall
have  the  right  to  suggest   subdistributors   subject  to  the  approval  of
Distributor,  which may not be unreasonably  denied.  Without limiting any other
provision  of this  Agreement,  the  Manufacturer  shall  also have the right to
appoint  an  additional  subdistributor  or, if  Distributor  does not  accept a
designated subdistributor,  a co-distributor in an area if Distributor is unable
to sell any Products into a particular  class of trade (such as Mom & Pops) or a
particular  account of  significance  (an account with at least six stores) and,
provided  that this right shall be limited to sales to such  account(s) or class
of trade.

     2.7 SUPPLY OF PRODUCTS  FOR  DISTRIBUTION.  Manufacturer  agrees to use its
best efforts to make the  Products  available to  Distributor  hereunder  F.O.B.
Manufacturer's  plants in Vermont,  in such quantities and flavor assortments as
Distributor may reasonably  require,  subject only to  Manufacturer's  right, if
reasonably required by force majeure or other unforeseen circumstances affecting
production  delays  (subject  to  any  priority  contractually  required  by the
franchise  agreements  referred  to  above) to  allocate  Products  between  all
distributors and franchisees,  including  Distributor and  Manufacturer's  other
distributors  (independent or company-owned) in this country or those buying for
distribution  in foreign  countries.  Distributor  shall purchase on full pallet
basis (or on a split pallet basis with a picking charge),  one flavor per pallet
and on half-trailer load minimum basis.

     * This confidential  portion has been omitted and filed separately with the
Commission

<PAGE>

     2.8 No Discrimination. In order to ensure that competition for the Products
and  products  of the  Distributor  is  vigorous,  Distributor  agrees  that all
incentive,  commission or other compensation  programs or benefits for its route
salesmen or other sales and sales-type  employees and other  employees  directly
involved      in      the       distribution       function      shall      have
incentive/commission/compensation/benefit  terms relating to distribution of the
Products  of the  Manufacturer  that are at least  equal  to those  relating  to
distribution   of  products   manufactured  by  Distributor  or  other  products
distributed  by  Distributor  and that the  instructions  to and  conduct of the
Distributor's  personnel in the Distributor Territory shall be implemented so as
not  to  discriminate,  directly  or  indirectly,  against  distribution  of the
Products of the Manufacturer.

     2.9 Co-Distribution, Etc.  As to all ADI's within the Distributor Territory
where  Distributor   distributes   products  directly  (or  through  independent
distributors and subdistributors, if and where so permitted by the express terms
of this Agreement) and where Manufacturer may be selling to other  distributors,
Distributor will be co-distributors with Manufacturer's other distributors, and,
as between the  Manufacturer  and  Distributor,  Distributor will not commit any
material  unfair  trade  practices as to such other  distributors  or attempt to
unlawfully  interfere with their customers,  and Manufacturer,  when acting as a
distributor,  will  not  commit  any  material  unfair  trade  practices  as  to
Distributor or attempt to unlawfully interfere with Distributor's  customers, it
being understood that neither  Distributor nor Manufacturer shall be responsible
for  actions  taken  or  not  taken  by  any  of  the  other   distributors   or
subdistributors used by them.

     3. Marketing and Sales.  Manufacturer shall be responsible for marketing of
the Products in accordance with the provisions of this Agreement, subject to the
following:

     3.1  Manufacturer  and Distributor  shall regularly  exchange by electronic
means  any  information   necessary  to  the  performance  of  their  respective
responsibilities and roles hereunder. Manufacturer will receive from Distributor
data  provided  through the  standard UCS 867 product  transfer/resale  set. The
data,  provided  weekly,  will be of the same  quality and  coverage as has been
supplied  by  Distributor  in 1998  under the Old  Agreement.  Each  party  will
cooperate  with the other to be able to receive and  transmit  data  through the
standard UCS 867 protocol as soon as practicable.

     3.2  Manufacturer  will be responsible  for the generation and [ * ] of the
cost of the following: all print, radio, tv or other media advertising placed by
the Manufacturer  and all consumer  promotions,  i.e.,  scoop trucks,  marketing
events and  community  events.  Each party shall  promptly  pay,  subject to the
following provisions,  [ * ] of the cost of all slotting and trade promotions on
the  Manufacturer's  Products  in the  Distributor  Territory,  which  shall not
include  the  foregoing  items  in the  previous  sentence,  but  shall  include
off-invoice,  retailer ads,  retailer display specials,  bunker programs,  etc.,
other  trade  promotional   techniques  which  may  be  used  in  lieu  of  such
conventional trade promotions.  So long as each party's cost of trade promotions
and

     * This confidential  portion has been omitted and filed separately with the
Commission

<PAGE>

slotting as so defined  herein on the  Manufacturer's  Products  does not in the
aggregate  exceed  for  all  markets  in  the  Distributor  Territory  [ * ] per
Equivalent  Unit (as such  term is  defined  in  Schedule  3.2)  per  year,  the
Distributor  shall pay its [ * ] share of such trade  promotions  and  slotting,
without any requirement for consent by Distributor.

     With respect to the second  category of trade  promotions that would in the
aggregate  exceed  for all  markets  [ * ] per EU per  year [ * ] share of trade
promotions,  the parties must mutually agree on the  promotion,  in the event of
which  agreement  the cost of the  trade  promotion  shall be  shared on a [ * ]
basis,  provided that, in the event the parties do not mutually agree on a trade
promotion in this second category,  then the Manufacturer may require such trade
promotion  to be  carried  out as  directed,  but with [ * ] of the cost of such
trade promotion being the  responsibility  of Manufacturer,  it being understood
that  Manufacturer  shall  first be  required  to send a notice  to  Distributor
committing  to  such  [ * ]  cost  responsibility.  It is  understood  that  the
provision of [ * ] per EU per year will be subject to appropriate  adjustment in
the  event  of a  meaningful  change  in  market  conditions  for  promotion  of
Manufacturer's  Products (for example,  if a retailer materially changes its way
of doing  business).  All credits or other  payments  necessary to carry out the
provisions of this Section 3.2 shall be made by the parties on a monthly  basis,
and any  adjustment  necessary  to  "true  up" the  amounts  shall  be made on a
quarterly  basis,  with the  final  adjustment  promptly  after  the end of each
calendar year.

     3.3 It is understood that,  unless otherwise agreed,  Manufacturer's  sales
representatives  shall make presentations and sales calls to Supermarket Channel
(three cash registers or more),  convenience  store chains,  national  accounts,
restaurants,  and  any  other  accounts  designated  by  Manufacturer  following
reasonable  notice to  Distributor  as to  presentations  and sales calls in the
Distributor  Territory,  provided that Distributor personnel in the distribution
system  may  accompany   Manufacturer's   personnel,   unless  inappropriate  in
Manufacturer's  judgment,  to assist in the effective  promotion of the Products
through the distribution  system. With respect to other accounts which are to be
sold by Distributor under this Agreement,  including  convenience  stores (other
than convenience store chains) and Mom & Pops,  Manufacturer has determined that
it would be most efficient for sales calls to be made by  Distributor  personnel
at the  direction  of the  Manufacturer.  In  addition,  all  promotions  on the
Products must be only those  authorized by the  Manufacturer,  prior to offering
these to accounts.

     4. Social  Mission  Activities.  Distributor  recognizes the benefit of the
image and  reputation  of the  Products  and of the  Manufacturer  that has been
previously  created in the  Distributor  Territory,  including  that part of the
image  and  reputation  related  to the  Manufacturer's  approach  to  marketing
activities,   community   oriented  events,   promotions  or  benefits  and  the
Manufacturer's  Social  Mission,  as set  forth  in  Schedule  4.1.  Distributor
acknowledges  its   responsibility  to  maintain  and  sustain  that  image  and
reputation in Distributor activities as a distributor of the Manufacturer in the
Distributor  Territory,  including  the  obligations  set forth in  Section  4.1
hereof.

     * This confidential  portion has been omitted and filed separately with the
Commission

<PAGE>

     4.1  Distributor  shall use its best efforts to integrate into its business
of  distributing  the Products of  Manufacturer  hereunder a  reasonable  number
(given the size of Distributor's  operation) of socially responsible  activities
which are not inconsistent with those activities and programs which Manufacturer
conducts to implement its social mission, as described in Manufacturer's  Annual
Report for 1997 and other Manufacturer's  materials attached as Schedule 4.1 and
as reasonably  updated from year to year by Manufacturer  upon reasonable notice
to  Distributor.  The  Manufacturer  acknowledges  that  the  activities  of the
Distributor set forth in Schedule 4.2 are examples of such socially  responsible
activities and that activities of the Distributor in the "socially  responsible"
arena  have  been  acceptable  overall  through  the date of  execution  of this
Agreement.   However,  Distributor  as  is  its  custom,  will  strive  to  make
improvements to the same as may be reasonable in the  circumstances.  It is also
understood that, in completing the Questionnaire furnished under Schedule 4.1 on
an annual basis, Distributor shall be entitled not to respond to the extent that
the response would include  confidential  business  information of  Distributor.
Material  failure  by  Distributor  to  identify  and  implement  such  socially
responsible  activity  from  time to time,  after  notice  of such  failure,  in
reasonable  detail,  from  Manufacturer and 90 days cure period,  shall,  unless
reasonably  cured by  Distributor  in said cure period,  constitute  Cause under
Section 8.3.

     5. Delivery; Other Services.  Distributor shall be responsible for delivery
of the Products and shall provide the same delivery service and care it provides
for its own  products,  including  service  (such  intervals  in the  week as is
necessary,  given the retail  outlet,  to exploit the market  potential) for all
types of accounts, products rotation, correct flavor assortment,  proper display
and pricing of product,  removal of damaged product  (provided that in the event
that  Product  is  required  to  be  removed  pursuant  to  a  decision  of  the
Manufacturer,  such as  discontinuance  of a slow moving item,  the  Distributor
shall be solely  entitled to credit for the purchase price  previously  paid for
such  Product),  assurance of adequate  back stock where  allowed and display of
merchandising  materials in and around the freezer case. Distributor also agrees
to comply with Manufacturer's  general service standards for distributors as set
forth in the  Distribution  Policies  referred to above and  including  those in
Section 5.2 below.

     These services will be provided by Distributor where  Distributor  delivers
its own  products.  To the extent that the Products are  expressly  permitted by
this Agreement to be delivered by independent  distributors (or subdistributors)
used by  Distributor,  Distributor  will  exercise  best  efforts  to cause such
independent  distributors (or  subdistributors)  to provide delivery service and
care  of  the  Products  as  aforesaid  but  shall  in no  event  be  liable  to
Manufacturer for any act or omission in respect thereof by any such distributor.
However, in the event that such independent distributors (or subdistributors) do
not provide such delivery and care of the Products, Distributor will take action
to correct the deficiency or appoint other distributors (or  subdistributors) to
provide the required delivery and care of the Products.

     5.2  Temperature/Handling.  All Products of the Manufacturer must be stored
at -15 degrees F. The Products may at no time in the channel of  distribution go
above -10 degrees F under this  Section 5.2 and as provided in the  Distribution

<PAGE>

Policies of Manufacturer. In the event Manufacturer determines that Products are
being  handled at  improper  temperatures,  Manufacturer  reserves  the right to
insist that  Product be  destroyed if quality of such Product is affected at any
time and  Distributor  will remain  responsible  for  payment for the  destroyed
Products.

     It is agreed that the required form of market delivery by Distributor under
this  Agreement is direct store  delivery  ("DSD").  DSD is the process by which
consumer  demand is fulfilled and delivered at the store level.  As part of this
process,  Distributor's  personnel are directly responsible for developing store
specific orders,  schematics,  and replenishment schedules.  Product delivery to
the store (non  involving  a  retailer's  warehouse)  and  merchandising  may be
performed by Distributor or a contracted third party.

     6.  Other  Distribution  by  the  distributor.  Notwithstanding  any  other
provision of this Agreement, the parties acknowledge that Distributor intends to
continue   its   existing   business   which  may  be  deemed  to  compete  with
Manufacturer's Products, and may manufacture,  sell and/or distribute additional
ice  cream  products  and  other  products  which  may  compete   directly  with
Manufacturer's  Products,  in all parts of the United States and abroad,  to all
classes of trade. Manufacturer agrees that nothing in this Agreement is intended
to, or shall limit or affect in any way such activities by Distributor.  Nothing
herein shall be deemed to waive compliance with the "best efforts" commitment of
Section 2 hereof.

     7.  Relationship  of Distributor  and  Manufacturer.  The  relationship  of
Distributor  and  Manufacturer  with respect to sale and purchase of Products is
that of distributor  (purchaser) and manufacturer  (seller), and nothing in this
Agreement  shall be construed to create any agency or  partnership  or any other
relationship, except as set forth herein.

     Neither Distributor nor Manufacturer shall have, nor shall either represent
itself as having,  any right,  power or  authority  to create  any  contract  or
obligations, either express or implied, on behalf of, in the name of, or binding
upon the other party, or to pledge the other's credit or to extend credit in the
other's name unless the other party shall consent thereto in advance in writing.
Without   limitation  of  the  foregoing,   Manufacturer   shall  not  make  any
representation   concerning   Distributor   or  use  of   Distributor   name  in
Manufacturer's  marketing and sales effort without Distributor's advance written
approval. Manufacturer does have the right without prior approval of Distributor
to  inform  the  trade  that the  Products  are being  distributed  through  the
Distributor's  system,  and as is  necessary  to carry out the  purposes of this
Agreement.  Without limitation to the foregoing,  Distributor shall not make any
representation   concerning  Manufacturer  or  use  of  Manufacturer's  name  in
Distributor's  marketing and sales effort without Manufacturer's advance written
approval. Distributor does have the right without prior approval of Manufacturer
to  inform  the  trade  that the  Products  are being  distributed  through  the
Distributor's  system,  and as is  necessary  to carry out the  purposes of this
Agreement.

     8.       Term; Termination.

     8.1  Term. The term of this  Agreement  shall start as of September 1, 1999
and  shall  continue  for  an  indefinite  period,  unless  in any  case  sooner

<PAGE>

terminated  pursuant  to the terms of this  Agreement  or by  mutual  agreement;
provided,  however,  that the provisions of Section 13 hereof shall be effective
immediately.

     8.2  Termination  Withoug  Cause.  This  Agreement may be terminated  after
September 1, 1999 by either  Distributor  or  Manufacturer  without cause on not
less than six months prior  written  notice  given to the other party;  provided
that no such  notice  may be given  during  the  months  of  October,  November,
December, January, February or March in any year.

     During the  termination  notice  period under  Section  8.2, the  following
additional obligations set forth in this Section shall apply.

     Manufacturer shall not be obligated to appoint  additional  distributors in
any market area during any termination notice period. The below obligations upon
termination  shall  only  apply  to the  market  area  or  areas  in  which  the
termination  is effective and shall be  interpreted  accordingly.  A "market" or
"market areas" shall be any of the areas listed on Schedule 2A.

     In the event that  Distributor  fails to comply in a material  respect in a
market (as defined above) with its best effort obligation during the termination
notice period, this failure shall constitute Cause justifying termination by the
Manufacturer  under Section 8.3 of this Agreement,  effective  immediately  upon
written notice to Distributor (notwithstanding any contrary provision in Section
8.3,  including  any cure  period  in  which to cure  such  default  that  would
otherwise be  applicable  under Section 8.3),  or,  alternatively,  Manufacturer
shall  have the  right,  by  written  notice  to  Distributor,  to  shorten  the
termination  notice period to a shorter  period (but not less than 30 additional
days  following  the date of the  Manufacturer's  notice to  shorten  under this
paragraph).  In  the  event  of a  termination  by  Distributor  without  cause,
Manufacturer  may, by written  notice to  Distributor,  shorten the  termination
notice  period  to a  shorter  period  (but not  less  than 30  additional  days
following the date of Manufacturer's notice to shorten under this paragraph).

     8.3  Termination  for Cause.  Either party may at any time  terminate  this
Agreement,  either  entirely  or as to a  particular  affected  portion  of  the
Distributor  Territory only (as elected in any case by the terminating party, by
written notice to the other party),  upon sixty (60) days' written notice to the
other for  failure of the other  party to comply with any of the terms set forth
herein  (which  terms  shall  include the  Distributor's  failure to satisfy the
Performance  Requirements  or Performance  Goals for Products to be purchased by
Distributor  for any year),  in any  material  respect,  which shall also have a
material adverse effect on Distributor's  distribution performance in either the
Distributor  Territory  or  in  the  affected  area(s)  within  the  Distributor
Territory ("Cause"), unless such default shall have been reasonably cured to the
satisfaction  of the other party  within  sixty (60) days after  receipt of such
written  notice  specifying  the failure in  reasonable  detail.  The failure of
Distributor  to continue DSD as the method of  distribution  hereunder  shall be
deemed to be "Cause",  entitling  Manufacturer  to give  Distributor  the 60 day
written  notice as  specified  in this  Section.  An  "affected  portion" of the
Distributor  Territory  shall  be any  of the  markets  within  the  Distributor
Territory that are specified in Schedule 2A.

<PAGE>

     8.3.1  Without  limiting any  of  the  foregoing  provisions  of  this
Agreement, if Manufacturer notifies Distributor with reasonable specificity that
a  particular  account  or  group  of  accounts  in a  specific  market  in  the
Distributor  Territory  is not,  in the  reasonable  judgment  of  Manufacturer,
receiving  appropriate  distribution  (i.e. in accordance  with the  Performance
Requirements or the Performance Goals, as in effect for the applicable  period);
Distributor shall endeavor to correct the problem.  If following sixty (60) days
from such notice,  Manufacturer  is not, in its reasonable  judgment,  satisfied
that the problem has been  corrected,  Manufacturer  may propose a solution.  If
within a reasonable period (generally thirty (30) days),  Distributor  agrees to
implement  such solution and if Distributor  in fact  implements  such solution,
such notice shall be of no further effect.  If Distributor  does not so agree to
implement   such  solution  or  does  not  in  fact   implement  such  solution,
Manufacturer shall have the right to terminate Distributor's distribution rights
to such account or group of accounts.

     8.4  Termination  Upon  Change in  Control.  Upon a Change in  Control  (as
defined below) of the Distributor, the Manufacturer may terminate this Agreement
upon 180 days notice, and upon a Change in Control (as defined) of Manufacturer,
Distributor  may terminate  this  Agreement  upon 180 days notice,  in each case
given at any time within the nine-month  period  following the Change in Control
of the other party, provided,  further, that if notice of termination for Change
in Control is given more than six months (but not more than nine  months)  after
the Change in Control,  the period of the six month purchase or sales obligation
set forth below shall be  shortened by the number of days equal to the number of
days by which the date of the giving of such notice of termination is later than
six  months  after the date of the Change in Control  and the  purchase  or sale
obligation shall be correspondingly adjusted.

     A "Change in Control" of a party means a change in control of that party of
a nature  that would be  required  to be  reported  in  response to Item 6(e) of
Schedule  14A of  Regulation  14A (or in  response  to any  similar  item on any
similar schedule or form) promulgated under the Securities  Exchange Act of 1934
(the  "Act"),  whether  or not that  party  is then  subject  to such  reporting
requirements;  provided,  however,  that, without  limitation,  such a Change in
Control of that party shall be deemed to have  occurred if (a) any  "person" (as
such  term is used in  Section  13(d) and  14(d) of the Act) is or  becomes  the
"beneficial  owner"  (as  defined  in Rule  13d-3  under the Act),  directly  or
indirectly, of securities of that party representing 50% or more of the combined
voting power of that party's then outstanding securities eligible to vote in the
election of directors;  provided,  however, that in the event, with respect to a
Change in Control of  Distributor,  that person (or any entity  controlled by or
controlling  that person) is a manufacturer  or  distributor of frozen  desserts
which is a significant  competitive factor in the United States or, with respect
to a Change in Control of Manufacturer, that person (or any entity controlled by
or controlling  that person) is a manufacturer or distributor of frozen desserts
which is a significant competitive factor in the United States, the "50%" figure
shall  be  "35%" in each  case  (calculated  on a  "fully-diluted  basis",  i.e.
assuming  issuance of all shares  issuable  upon  exercise or  conversion of any
outstanding options,  warrants or other securities or rights irrespective of the
exercise,  conversion or exchange price thereof or any term limiting the current
exercisability);

<PAGE>

(b) that  party is a party to a merger,  consolidation,  sale of assets or other
reorganization,  an  issuance of  securities  or other  transaction,  or a proxy
contest,  as a  consequence  of which  members of the Board of Directors of that
party 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 that party'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 of that party.

     Notwithstanding  the foregoing  provisions of the definition,  a "Change of
Control" of  Distributor  will not be deemed to have occurred  solely because of
(i) the acquisition of securities of Distributor  (or any reporting  requirement
under the Act  relating  thereto)  by an employee  benefit  plan  maintained  by
Distributor  for the  benefit  of  employees  or by  William F. Cronk or T. Gary
Rogers or their  "affiliates" or "associates" (as such terms are defined in Rule
12b-2 under the Act) or members of their family (or trusts for their benefit) or
(ii) any merger,  consolidation or reorganization involving Distributor in which
the holders of voting  stock  having power to cast 80% of the votes in elections
of directors of Distributor  immediately prior to such merger,  consolidation or
reorganization hold immediately after such transaction voting stock having power
to cast 80% of the votes in elections of  directors of the  surviving  entity in
such  transaction,   and  notwithstanding   the  foregoing   provisions  of  the
definition,  a "Change in  Control" of  Manufacturer  will not be deemed to have
occurred solely because of (i) the acquisition of securities of Manufacturer (or
any reporting requirement under the Act relating thereto) by an employee benefit
plan  maintained by  Manufacturer  for the benefit of employees or by Ben Cohen,
Jerry  Greenfield or Perry Odak or other members of the executive  management or
Board of  Directors or their  "affiliates"  or  "associates"  (as such terms are
defined in Rule 12b-2  under the Act) or members of their  family (or trusts for
their benefit) or (ii) any merger,  consolidation  or  reorganization  involving
Manufacturer  in which the holders of voting  stock  having power to cast 80% of
the votes in elections of directors  of the  Manufacturer  immediately  prior to
such  merger,  consolidation  or  reorganization  hold  immediately  after  such
transaction  voting  stock having power to cast 80% of the votes in elections of
directors of the surviving entity in such transaction.

     8.4.1 In the event of termination by Manufacturer  for Change in Control of
Distributor hereunder, Distributor shall be obligated, during the 180 day period
following the date of the giving of notice of termination for Change in Control,
to  purchase  from  Manufacturer  for  resale and  resell  and,  in the event of
termination  by  Distributor  for Change in Control of  Manufacturer  hereunder,
Manufacturer shall be obligated, during the 180 day period following the date of
giving of such notice, to sell to Distributor,  in each case in each market area
in the Distributor  Territory,  where  Distributor  was a distributor  hereunder
immediately prior to the termination  notice on a quarterly basis, not less than
the same amount of the Products as were purchased hereunder for resale and

<PAGE>

resold in such market area during the comparable  calendar  quarter of the prior
year,  provided  that  the  amount  required  to  be  purchased  and  resold  by
Distributor,  during such period shall be reduced by the amount of any increased
purchases  and  resales   during  the  period  by  such  other  person  (or  the
Manufacturer)  previously  distributing in such market area and by the amount of
any sales of such other person (or the Manufacturer) making distribution for the
first time in such market area of such termination  notice period. A "market" or
"market  area" shall be any of the areas listed on Schedule 2A. It is understood
that the amount  required to be purchased and resold by Distributor  pursuant to
this paragraph shall be reduced for adverse changes in market  conditions beyond
the reasonable control of Distributor,  including,  for example,  failure of the
Manufacturer  to deliver  Product or novelties of the  Manufacturer or loss of a
chain due to the  Manufacturer's  action  or  inaction  (and not by  Distributor
action or  inaction),  or decline in consumer  preference  for super premium ice
cream or novelties on a market-wide  basis, so long as Distributor is fulfilling
its applicable best efforts  obligations during the applicable period under this
paragraph of Section 8.4.1 of this Agreement and that the amount  required to be
sold by  Manufacturer  pursuant to this  paragraph  shall be reduced for adverse
changes in market conditions beyond the reasonable control of Manufacturer.

     In the event that  Distributor  fails to comply in a material  respect in a
market (as defined above) with the purchase  obligations  set forth above during
the termination  notice period,  this failure shall  constitute Cause justifying
termination by the Manufacturer  under Section 8.3 of this Agreement,  effective
immediately  upon written  notice to Distributor  (notwithstanding  any contrary
provision  in  Section  8.3,  including  any cure  period  in which to cure such
default  that  would   otherwise  be  applicable   under   Section   8.3),   or,
alternatively,  Manufacturer  shall  have the right,  by  written  notice to the
Distributor,  to shorten the termination  notice period to a shorter period (but
not less than 30 additional days following the date of the Manufacturer's notice
to shorten under this paragraph).

     The  provisions of this Section 8.4 shall be in addition to the  provisions
of Sections 8.2 and 8.3.

     8.5 In addition to the applicable  provisions of Sections 8.2 and 8.4 above
with  respect to  certain  termination  notice  periods,  Distributor  agrees to
continue to use its best efforts  hereunder  during all  applicable  termination
notice   periods  under  this  Agreement  to  distribute  the  Products  of  the
Manufacturer and to preserve  Manufacturer's  shelf position for the replacement
distributor(s)  selected  by the  Manufacturer  upon  any  termination  of  this
Agreement  in each  market in the  Distributor  Territory  listed in Schedule 2A
where  Distributor  was  a  distributor   hereunder  immediately  prior  to  the
applicable termination notice.

     Upon any  termination  of this  Agreement,  all  materials  and other  data
submitted to Distributor  by  Manufacturer  and still in Distributor  possession
shall be returned to  Manufacturer  and  Distributor  shall not use the contents
thereof.

<PAGE>

     8.6 Post Termination Obligations. Upon the termination of this Agreement by
Manufacturer  or by  Distributor,  Distributor  shall return,  and  Manufacturer
agrees  to  repurchase  all  Products   (other  than   unsalable   Products)  at
Distributor's  original  purchase  price or in the  event of  Products  close to
out-of-code  (i.e.  less  than 60 days  before  the  out of  code  date)  at the
appropriate  discount from such original  purchase price, all in accordance with
the industry  standards,  or, at Manufacturer's  option  (exercisable by written
notice to Distributor), Distributor shall have the right to sell or liquidate in
the Distributor  Territory in a manner approved by Manufacturer its then-current
inventory of Products,  but not  including  unsalables  in  accordance  with the
provisions of this Agreement.  In the event of any return of Products hereunder,
the  terminating  party  shall  pay [ * ] of the  applicable  reasonable  return
shipping charges; provided;  however, that if either party terminates for cause,
then in such  incident,  the breaching  party shall pay [ * ] of the  applicable
reasonable  return  shipping  charges.  For  the  purposes  of  this  provision,
"unsalables" means damaged or out-of-code Products which shall be destroyed. All
amounts due for Products  sold to  Distributor  and all other  amounts due under
Sections  3.2  and 9 and  any  other  provisions  of  this  Agreement  shall  be
immediately  due and  payable.  Nothing in this  Section  should  affect  either
party's  obligations  to the other upon  termination,  including  any claims for
damages.

     9. Prices For Products; Payment Terms; Resale Prices; Related Matters.

     9.1 Prices Payable by distributor. Manufacturer agrees to sell the Products
at the  prices  determined  by  Manufacturer  from time to time  (Manufacturer's
regular Distributor  Prices),  which shall initially be as set forth on Schedule
9.1 attached, F.O.B.  Manufacturer's plants in Vermont, with freight arranged by
Manufacturer  (or as requested by Distributor)  using its reasonable  efforts to
obtain the best possible freight charge available and reimbursed by Distributor.
Freight shall be split [ * ] between the parties,  payable  within 28 days after
receipt of invoice for freight  services by the party  obligated by this Section
to make such [ * ]  reimbursement  to the other party.  Manufacturer  may change
prices  to the  Distributor  when it  changes  price to its  other  distributors
(absent unusual  geographic  market  conditions),  upon not less than reasonable
notice to Distributor which shall normally be not less than 30 days.

     9.1.1  Rebate. Distributor  will pay a rebate to  Manufacturer in an amount
equal  to [ * ] of  the  Distributor's  monthly  sales  of all  Products  to all
customers,   including  (without  duplication)  sales  by  subdistributors  (but
excluding  sales to or by  Non-affiliated  subdistributors  making  purchases in
smaller  quantities  [i.e., 10 pallets or less on an occasional  basis] up to an
aggregate of [ * ] of  Distributor's  total monthly  sales),  payable monthly in
arrears 28 days after the end of the month via  Electronic  Funds Transfer (EFT)
[EDI transaction type 820]. The term "Non-affiliated subdistributors" shall mean
subdistributors  in which  Distributor  does not own more than 20% of the equity
interests.

     As used in this Section 9.1.1, Distributor's monthly sales shall mean gross
revenues less returns and allowances for damaged goods.

     * This confidential  portion has been omitted and filed separately with the
Commission

<PAGE>

     The parties acknowledge that the pricing method they have, for convenience,
selected to reflect the sharing of the  efficiencies  or savings may erroneously
be viewed by others as a  discriminatory  net price charged by  Manufacturer  to
Distributor,  when such view is not consistent with the economics of the matter.
Accordingly, to eliminate any uncertainty Distributor hereby agrees and confirms
that its  submission  from time to time of any purchase  order for Products from
Manufacturer  shall  irrevocably  (i) confirm the release of, and  constitute  a
covenant  not to sue in respect  of, any claim of any kind  whatsoever  that its
payment of such net higher price for the Products covered by such invoice may be
in violation of the price  discrimination  provisions of the Robinson-Patman Act
and any state price  discrimination  or unfair  competition law and (ii) confirm
the release of, and constitute a covenant not to sue in respect of, any claim of
any kind  whatsoever  that its  payment of such  higher  price in respect of any
previously  submitted  purchase order for Products of the Manufacturer may be in
violation of the Robinson-Patman Act or any state price discrimination or unfair
competition  law.  Each  release and covenant  not to sue by  Distributor  shall
remain in effect notwithstanding any inconsistent or contradictory  provision in
any purchase order or other instrument unless the provisions of this Section 9.1
are expressly terminated by a written amendment to this Agreement.

     9.2 Payment Terms. Payment terms shall be 21 days with a 7-day grace period
from the date of Manufacturer's  invoice (which shall be the post-marked date of
the invoice or any earlier date of facsimile  transmission  or other delivery to
Distributor).  Distributor  agrees to maintain  its  internal  bill  receipt and
payment  procedures  so that it will be able to meet  the  payment  terms in the
Agreement,  and the parties  agree that all payments  shall be EFT. It is agreed
that these are material  terms of this Agreement and that failure of Distributor
to make timely payments shall constitute "Cause" under Section 8.3 (unless cured
or provided  therein).  Manufacturer  also agrees to notify  Distributor  of any
substantial increase in freight charges before shipment is authorized.

     9.3 National Pricing. Notwithstanding the foregoing provisions of Section 2
or this Section 9, it is understood that  Manufacturer  may, as is common in the
food  industry,  negotiate  "national" or  "regional"  pricing  agreements  with
certain accounts (such as airlines or Wal-Mart,  to take two examples) where the
Manufacturer's  distributors,  including the Distributor hereunder,  continue to
sell to such accounts, but this Agreement is modified to the extent necessary to
accommodate  such  national  pricing  agreements,  subject  to  reaching  mutual
agreement  between  the  parties in each case.  The  parties  agree to make such
necessary  amendments to implement agreements reached under this Section 9.3. In
the  event  that the  Distributor  does not agree to any such  national  pricing
arrangement  within 14 days  after a  reasonably  specific  presentation  of the
arrangement to the Distributor,  then the  Manufacturer  shall have the right to
arrange for other distribution for such national pricing arrangement.

     9.3.1  Consignment Sales.  Notwithstanding  the provisions of Section 2 and
this Section 9, it is understood that Manufacturer may, as is common in the food
industry, negotiate certain consignment arrangements for sales to club stores or
Food Service  accounts and  Distributor  will use its best efforts to distribute
the Products to such outlets on a consignment  basis,  provided that consignment

<PAGE>

sales shall require the mutual  agreement of the parties.  In the event that the
Distributor  does not agree to any such consignment  arrangement  within 14 days
after a reasonably specific  presentation of the arrangement to the Distributor,
then the Manufacturer shall have the right to arrange for other distribution for
such consignment arrangement.

     9.4   Resake Prices. Distributor  shall  resell  at such  prices as it may
determine, and Manufacturer retains no control over such resale prices.

     9.5  Trade Shows. The parties confirm that the  arrangements and practices
with  respect to trade shows  attended by  Manufacturer  that are  currently  in
effect under the Prior  Agreement  shall continue under this  Agreement,  namely
that  Distributor  agrees to provide  delivery of Products to Trade Shows in the
areas in which Distributor is distributing hereunder at no charge, provided that
Manufacturer provides the Products and necessary freezers for such shows.

     9.6  Credit Line. Distributor  shall  have a line of  credit  under  this
Agreement which shall be reasonably established by Manufacturer  consistent with
the payment terms defined herein,  and Manufacturer  shall have the right,  from
time to time at its election,  to require C.O.D. payment for any Products at any
time when outstanding  receivables under this Agreement and any that arose under
the Old Agreement,  for purchase of the Products of the Manufacturer  thereunder
(whether  or not due)  exceed the amount of such credit line or at any time when
the   circumstances   of  Distributor's   financial   condition  are  such  that
Manufacturer  would be entitled under its regular credit policies to reduce this
amount  of  the  credit  line.  Said  credit  line  shall  be  available  unless
Distributor  is in breach of a material  provision  of this  Agreement or unless
Manufacturer  determines,  pursuant  to  the  exercise  of  its  regular  credit
policies,  that  Distributor's  financial  condition  warrants  a change in said
credit line. Distributor agrees to pay interest on overdue accounts at an annual
rate equal to the base rate charged to best  commercial  customers at BankBoston
(or its  successor)  from time to time plus [ * ]. Interest  shall be payable to
Manufacturer on the last day of each month.

     10. Compliance With Laws: Quality Control.  Each party covenants and agrees
during the term  hereof,  that it will fully  comply with all  applicable  laws,
ordinances, regulations, licenses and permits of or issued by any federal, state
or  local  government  entity,  agency  or  instrumentality  applicable  to  its
responsibilities hereunder.

     Manufacturer  shall be  responsible  for the  quality,  including  proof of
quality and quality control,  labeling  requirements and truth of labeling,  and
fitness for human consumption of the Products delivered hereunder.  Manufacturer
warrants  and  represents  that the  Products  delivered  hereunder  (1) are not
adulterated  or  misbranded  under the Federal  Food Drug and  Cosmetic  Act, as
amended (the "Act");  and (2) are not articles which may not be shipped pursuant
to  Sections  404 or 505 of the Act.  Title  shall  pass upon  delivery,  F.O.B.
Manufacturer's  plants in Vermont.  Notwithstanding  any other provision hereof,
the parties  understand  that loss or damage to the  Products  during  shipment,
after delivery  F.O.B.  Manufacturer's  Plant,  shall be the  responsibility  of
Distributor.

     * This confidential  portion has been omitted and filed separately with the
Commission

<PAGE>

     10.1 Recall Possibility. In the event the Manufacturer determines to recall
or withdraw any of its Products (the "Recalled Products"),  Distributor will use
its  personnel (or a third party  retrieval  service if  Distributor  reasonably
believes the recall or withdrawal  will be achieved  faster,  at less expense or
more  efficient)  to remove any Recalled  Products from accounts to which it had
delivered the Recalled  Products (and,  where it uses any other  distributors or
subdistributors,  will use its best  efforts to cause  such other  persons to do
likewise) and shall return (or cause to be returned) to  Manufacturer or dispose
of  Recalled  Products  as  directed  by  Manufacturer.   Distributor  shall  be
reimbursed by  Manufacturer  for all Recalled  Products in the amount of the net
purchase  price  previously  paid by  Distributor  for  such  Recalled  Products
including freight costs and for its reasonable  out-of-pocket expenses for using
its personnel or third party service to  accomplish  such recall or  withdrawal,
including  disposal costs,  with payments by Manufacturer for Recalled  Products
being in cash or replacement  Products,  at Manufacturer's  option. In the event
that any recall or withdrawal of either party's products  significantly disrupts
Distributor's   ability   to   distribute   the   Manufacturer's   Products   or
Manufacturer's  ability to have such  distribution  occur, then Manufacturer and
Distributor  agree to discuss in good faith  compensation for losses incurred by
either party by such disruption.

     11.  Hold Harmless.

   11.1  It is expressly  understood  and agreed that  Distributor  shall not be
liable  for  and  Manufacturer   shall  hold   Distributor   harmless  from  any
obligations,   claims,  demands,   losses,  costs,  damages,  suits,  judgments,
penalties,  expenses  and  liabilities  of any kind or nature to a person  not a
party to this Agreement ("Third Party") arising directly or indirectly out of or
in connection with this Agreement caused by Manufacturer's  negligence,  willful
misconduct  or  contractual  breach,  including  but not  limited  to any costs,
expenses,  court costs and reasonable attorneys' fees incurred by Distributor by
reason of any defense to any claims or lawsuits  to which  Distributor  has been
named a party.

   11.2  It is expressly  understood and agreed that  Manufacturer  shall not be
liable  for  and  Distributor   shall  hold   Manufacturer   harmless  from  any
obligations,   claims,  demands,   losses,  costs,  damages,  suits,  judgments,
penalties,  expenses  and  liabilities  of any kind or nature  to a Third  Party
arising  directly or  indirectly  out of or in  connection  with this  Agreement
caused by Distributor's  negligence,  willful misconduct or contractual  breach,
including  but not limited to any costs,  expenses,  court costs and  reasonable
attorneys'  fees  incurred by the  Manufacturer  by reason of any defense to any
claims or lawsuits to which Manufacturer has been named a party.

   11.3  Third  Person Claims.  Promptly after a party has received notice of or
has  knowledge of any claim against it covered by Section 11 by a Third Party or
the  commencement  of any action or proceeding by a Third Person with respect to
any such claim,  such party (sometimes  referred to as the  "Indemnitee")  shall
give the other party (sometimes referred to as the "Indemnitor")  written notice
of such claim or commencement of such action or proceeding;  provided,  however,
that  the   failure  to  give  such   notice   will  not  affect  the  right  to
indemnification  hereunder  with  respect to such claim,  action or  proceeding,
except to the extent  that the other  party has been  actually  prejudiced  as a
result of such failure.  If the Indemnitor  has notified the  Indemnitee  within
thirty  (30) days from the  receipt of the  foregoing  notice  that it wishes to

<PAGE>

defend against the claim by the Third Person, then the Indemnitor shall have the
right to assume and control the defense of the claim by appropriate  proceedings
with counsel reasonably  acceptable to Indemnitee,  provided that the assumption
of such defense by the  Indemnitor  shall  constitute an  acknowledgment  of the
obligation to indemnify the Indemnitee hereunder. The Indemnitee may participate
in the defense,  at its sole expense, of any such claim for which the Indemnitor
shall have assumed the defense  pursuant to the  preceding  sentence,  provided,
however,  that  counsel  for the  Indemnitor  shall act as lead  counsel  in all
matters  pertaining  to the  defense  or  settlement  of  such  claims,  suit or
proceeding other than claims that in Indemnitee's reasonable judgment could have
a material and adverse effect on Indemnitee's business apart from the payment of
money  damages.  The  Indemnitee  shall be entitled to  indemnification  for the
reasonable  fees and  expenses of its counsel  for any period  during  which the
Indemnitor has not assumed the defense of any claim.

     12. Trademarks.  Distributor understands and agrees that it has received no
right or  license,  express  or  implied,  to use in any  manner the name "Ben &
Jerry's" or any other trade name or trademark used or owned by Manufacturer  now
or in the future with the express written consent of Manufacturer  except as set
forth herein.  Subject to the terms and  conditions of this Agreement and to the
continuing performance by Distributor of its obligations hereunder, Manufacturer
hereby grants Distributor a non-exclusive, non-transferable and personal license
to use  Manufacturer's  trademarks and logos ("Marks") solely in connection with
the  distribution,  display and sale of the Products pursuant to this Agreement.
Distributor  agrees  that such Marks shall be used only in the forms and manners
specified and approved in writing in advance by Manufacturer. All rights granted
to Distributor  under this Agreement with respect to the Marks shall immediately
cease and terminate upon the  termination of this  Agreement.  The provisions of
this Section shall survive termination.

     13. Standstill.  Distributor  acknowledges that this Agreement is extremely
important to  Manufacturer  and will involve  dependence  of  Manufacturer  upon
Distributor's  distribution  of a  significant  amount of the total  revenues of
Manufacturer,  and accordingly, the Distributor agrees that until termination of
this  Agreement,  the  Distributor  and its  affiliates (as such term is defined
under  the  Securities  Exchange  Act of 1934,  as  amended)  ("Affiliates"  for
purposes of this Agreement) shall not without the consent of Manufacturer (a) in
any manner acquire,  agree to acquire or make any proposal to acquire,  directly
or  indirectly,  any  securities or property of the  Manufacturer  or any of its
subsidiaries  or  divisions,  or any  rights  or  options  to  acquire  any such
securities or property (other than purchases of products or other  properties in
the ordinary  course of  business),  (b) propose  publicly or otherwise to enter
into,   directly   or   indirectly,   any   merger  or   business   combination,
recapitalization,  restructuring or other extraordinary  transactions  involving
the Manufacturer or any of its  subsidiaries or divisions or  stockholders,  (c)
otherwise act, alone or in concert with others,  to seek to control or influence
the executive  management (except with respect to the distribution  relationship
created  hereby) or Board of Directors of the  Manufacturer,  (d) enter into any
contract,  arrangement  or  understanding  with any person  with  respect to any
securities  of  the  Manufacturer  (or  any  subsidiary  of  the  Manufacturer),
including  but  not  limited  to any  joint  venture  (other  than  relating  to
distribution),  loan or  option  agreement,  put or call,  guarantee  of  loans,
guarantee of profits or division of losses or profits,  (e) make,  or in any way

<PAGE>

participate, directly or indirectly, in any "solicitation" of "proxies" (as such
terms are used in the proxy rules of the Securities and Exchange  Commission) or
consents to vote,  or seek to advise or influence any person with respect to the
voting of, any voting securities of the  Manufacturer,  (f) form, join or in any
way  participate in a "group" (as defined under the  Securities  Exchange Act of
1934, as amended) with respect to any acquisition of or other action relating to
securities or properties (other than purchase and sale of products or properties
in the ordinary course) of the Manufacturer, (g) advise, assist or encourage any
other person or group in connection with any of the foregoing,  (h) disclose any
intention,  plan or arrangement inconsistent with the foregoing, (i) request the
Manufacturer (or its directors, officers, affiliates, stockholders, employees or
agents),  directly  or  indirectly,  to  amend or waive  any  provision  of this
paragraph (including this provision), or (j) take any action which might require
either  party to make a  public  announcement  regarding  the  possibility  of a
business   combination,   merger  or  joint  venture  (other  than  relating  to
distribution)   involving  the  Manufacturer  or  any  of  its  subsidiaries  or
divisions.

     The foregoing  provisions shall not be applicable to proposals initiated by
or on behalf of Manufacturer.

     13.1  The  provisions of Section 13 shall not be applicable  upon the 
earlier of:

     (a) the date on which  Manufacturer  determines  to  initiate,  solicit  or
         pursue (1) a sale or transfer of all or substantially all of its assets
         or  common  shares  representing  50% or more of the  then  outstanding
         common shares or (2) a merger, reorganization, consolidation or similar
         transaction  between  Manufacturer  and any other  person in which such
         person  would obtain  ownership of 50% or more of the then  outstanding
         common shares;

     (b) the date on which the Board of  Directors of  Manufacturer  approves of
         (or  approves  in  principle,  by  letter  of  intent,   memorandum  of
         understanding  or  similar  instrument)  any  transaction  referred  to
         subparagraph (a) hereof; or

     (c) the date on which any  person not a member of  Manufacturer's  Board of
         Directors at the date hereof  acquires  common  shares if the effect of
         such acquisition would be to cause such person to become the Beneficial
         Owner of 40% or more of the then outstanding common shares.

     Notwithstanding  the foregoing,  counsel or other advisors for  Distributor
shall be entitled to contact Ropes & Gray, outside counsel for Manufacturer,  to
consider whether a proposal by Distributor that is prohibited by this Section 13
would, if it were actually made by Distributor to  Manufacturer,  require public
disclosure by  Manufacturer  to  Distributor.  It is understood  that if, in the
judgment of Ropes & Gray as outside  counsel for  Manufacturer,  such a proposal
would require such public  disclosure,  then such proposal  shall continue to be
prohibited  by this Section 13 and cannot be made.  If the judgment is that such
proposal  would not require such public  disclosure,  then such  proposal may be
made, but no further  proposal  (without  complying  again with this  provision)
otherwise prohibited by this Section 13 may be made by Distributor.

<PAGE>

     The same procedure for advisors for  Distributor to contact outside counsel
for Manufacturer may be used in the circumstances in which Distributor  believes
that, as a result of prior action taken by the  Manufacturer or by a third party
unaffiliated with Distributor, Manufacturer may be considered to be "in play" in
the securities  market.  The parties also recognize under such circumstances the
Manufacturer  may,  without being requested to do so, invite a proposal from the
Distributor.

     Manufacturer  will give  Distributor  immediate notice of the occurrence of
any of these three events.

     The  Distributor  acknowledges  that money damages would not be an adequate
remedy for breach of this Section 13, and accordingly, the Manufacturer shall be
entitled to preliminary and permanent injunctive relief without the need to post
a bond to enforce these provisions.

     14.  Stipulation of Dismissal With  Prejudice.  The parties shall deliver a
stipulation of dismissal with prejudice to terminate the case entitled  Dreyer's
Grand Ice Cream, Inc. and Edy's Grand Ice Cream v. Ben & Jerry's Homemade,  Inc.
pending in the United States  District Court,  Northern  District of California,
Case No.  C-98-3357  FMS, in the form of Exhibit I attached  hereto.  Each party
shall be responsible for their own attorney's fees, costs and expenses  relating
to said  litigation.  If any  provision of this  Agreement is held by a court of
competent  jurisdiction  to  be  invalid,  void  or  unenforceable,   the  other
provisions shall nevertheless be in full force and effect without being impaired
or invalidated in any way.

     15.  Confidential  Information.  Confidential  Information  about  a  party
learned under this Agreement  shall not be used during or after the term of this
Agreement  except for the purpose of this  Agreement and,  without  limiting the
foregoing,  such  information  as to the  Manufacturer  may  not be  used by the
Distributor in connection with the production,  marketing,  distribution or sale
of Distributor's products.  Confidential Information shall, for purposes of this
Agreement,  include  all  information  relating  to a party,  its  business  and
prospect,  disclosed  by such party from time to time to the other  party in any
manner,  whether  orally,  visually  or in  tangible  form  (including,  without
limitation,  documents,  devices  and  computer  readable  media) and all copies
thereof,  created by either party. The term "Confidential  Information" shall be
deemed to include all notes, analyses, compilations, studies, interpretations or
other documents prepared by a party which contain, reflect or are based upon the
information  furnished  to  such  party  by the  other  party  pursuant  hereto.
Confidential Information shall not include any information that:

     (a) was in a party's  possession  prior to  disclosure  by the other  party
         hereunder,  provided such  information is not known by such party to be
         subject to another confidentiality agreement with or secrecy obligation
         to the other party;

     (b) was generally known in the ice cream industry at the time of disclosure
         to a  party  hereunder,  or  becomes  so  generally  known  after  such
         disclosure, through no act of such party;

     (c) has come into the  possession  of a party from a third party who is not

<PAGE>

         known by such party to be under any  obligation  to the other  party to
         maintain the confidentiality of such information; or

     (d) was  independently  developed  by  a  party  without  the  use  of  any
         Confidential  Information  of the other party,  to the extent that such
         independent  development is reasonably  established by such first party
         to the other party.

     16. Entire  Agreement;  Survival.  This  Agreement and the Addendum of even
date  herewith  (and any  documents  referred to herein)  represents  the entire
agreement  and  understanding  of the parties with respect to the  distribution,
commencing   September  1,  1999,  of  Products  of  the   Manufacturer  by  the
Distributor,  the  standstill  provisions of Section 13, and the  stipulation of
dismissal with prejudice  provided for above, and there are no  representations,
warranties  or  conditions  or  agreements  (other than  implementing  invoices,
purchase  orders  and the  like  necessary  to  implement  this  Agreement)  not
contained  herein (or in any documents  not referred to herein) that  constitute
any  part  hereof  or  that  are  being  relied  upon  by any  party  hereunder.
Notwithstanding  any termination of this Agreement,  all claims arising prior to
such  termination  for any breach of or for any amount due under this  Agreement
(excluding any such claims that have been satisfied, waived or released prior to
such termination)  under this Agreement shall survive such  termination,  and in
addition, the following sections of this Agreement shall survive any termination
of the Agreement: 3.2 (as to Distributor's obligations to pay sums owing for the
period through termination), 8.6, 9 (as to Distributor's obligations to pay sums
owing for the period through termination), 11, 12, 14, 16 and 19.

     17. Negotiation of Agreement. Each party and its counsel have cooperated in
the drafting and  preparation  of this  Agreement and the documents  referred to
herein, and any and all drafts relating thereto shall be deemed the work product
of the  parties  and may not be  construed  against  any  party by reason of its
preparation.  Accordingly,  any rule of law or any  legal  decision  that  would
require  interpretation  of any ambiguities in this Agreement  against the party
that drafted it is of no application and is hereby expressly waived.

     18. Amendment and Non-Assignability of Agreement. This Agreement may not be
amended or modified  except by an instrument in writing  signed by an authorized
officer of each party.  It is agreed that neither party shall transfer or assign
this Agreement or any part hereof or any right arising  hereunder,  by operation
of law or  otherwise,  without  the prior  written  consent  of the  other.  Any
purported assignment without consent shall be void and of no force or effect or,
at the other party's  option,  shall  terminate this  Agreement.  Subject to the
foregoing,  this Agreement shall be binding on the respective  parties and their
successors and assigns.

     No  waiver  by  either  party of any  default  or  breach  of any  covenant
hereunder  shall be implied  from any omission by either party to take action on
account of such  default if such  default  persists or is  repeated.  No express
waiver shall affect any default other than the default  specified in the waiver,
and then said  waiver  shall be  operative  only for the time and to the  extent
therein  stated.  Waivers by either  party of any  covenant,  term or  condition
contained herein shall not be construed as a waiver of any subsequent  breach of
the same covenant term or condition.  The consent or approval by either party to

<PAGE>

or of any act by either party requiring further consent or approval shall not be
deemed  to  waive  or  render  unnecessary  consent  or  approval  to or of  any
subsequent  similar acts. If any provision of this  Amendment is held by a court
of competent jurisdiction to be invalid,  void, or unenforceable,  the remaining
provisions shall  nevertheless  continue in full force without being impaired or
invalidated in any way.

     No provision of any other instrument,  including purchase orders, invoices,
bills of sale or like  instrument  which is  inconsistent or conflicts with this
Agreement shall control or override any provision of this Agreement.

     19. Waiver of Jury Rights; Governing Law; Jurisdiction. Each of the parties
hereto  irrevocably  waives  all  rights to a trial by jury with  respect to any
dispute  relating to this  Agreement,  the subject matter hereof or the entering
into or  termination  of this  Agreement (a  "Dispute").  This Agreement and all
actions  related  hereto shall be governed by, and any dispute shall be resolved
in accordance  with,  the laws of the State of New York,  excluding its internal
choice of law principles.

     In the event of any Dispute,  such Dispute, if not resolved in the ordinary
course between representatives of the parties, shall be submitted for settlement
negotiation  between  the Chief  Executive  Officer  of  Manufacturer  and Chief
Executive  Officer of  Distributor,  and if such procedure does not resolve such
Dispute  within 30 days after a request for such  settlement  negotiation to the
other party, then and only then shall all such Disputes be resolved  exclusively
by the process of litigation in accordance with this Section. If such litigation
is brought by Manufacturer  or by Distributor,  it shall be brought in the State
of New York, New York City  (Manhattan),  provided that, if such dispute relates
to  Section  13 of this  Agreement,  it may be  brought  without  resort  to the
settlement  mechanics described above and it may also be brought by Manufacturer
in the  State of  Vermont  and will be  resolved  under the laws of the State of
Vermont.

     With respect to any litigation relative to any Dispute (other than disputes
arising  out of  Section  13) that has been  commenced  in  accordance  with the
foregoing  provisions as to where and when such  litigation may be brought,  the
parties each hereby: (i) agree that each party has sufficient  contacts with New
York City (Manhattan) and Vermont (with respect to disputes  relating to Section
13) to subject it to the personal  jurisdiction  of the state and federal courts
located in New York City  (Manhattan)  and  Vermont  (with  respect to  disputes
relating  to  Section  13) for  purposes  of any such  Proper  Action (a "Proper
Action");  (ii) agree that venue of any Proper Action  properly lies in New York
City  (Manhattan)and  Vermont (with respect to disputes relating to Section 13);
(iii) waives and agrees not to assert in any Proper  Action any claim that it is
not subject  personally to the  jurisdiction  of the  above-named  courts,  such
action  should be dismissed on grounds of lack of venue or forum non  convenien;
should be transferred to any court other than the  above-named  courts or should
be stayed by reason of the pendency of some other  proceeding in any court other
than the above-named courts; (iv) consents and agrees that service of process in
any Proper Action may be made in any manner permitted by law or by registered or
certified mail,  return receipt  requested,  at its principal place of business,
and that service made in accordance with the foregoing is reasonably  calculated
to give  actual  notice of any such  action;  and (v)  waives  and agrees not to
assert in any Proper Action any claim that service of process made in accordance
with the foregoing does not constitute  good and sufficient  service of process,

<PAGE>

including upon written notice. Notwithstanding the foregoing, any proceeding for
temporary  restraining  order or preliminary  injunction may be brought  without
resort to the  settlement  mechanics  described  but shall  only be  brought  in
accordance with the foregoing  provisions as to where litigation with respect to
any Dispute may be brought.

     20. Publicity. Both parties shall agree on a joint initial press release on
the entering into of this Agreement,  the entering into of the Letter  Amendment
Agreement and on the settlement in full, without any payment,  of the litigation
referred to in Section 14.

     21. Notices.  Any notices to be given by either party to the other shall be
in writing by personal  delivery or by mail,  registered or  certified,  postage
prepaid  with return  receipt  requested,  or by  facsimile  (only with  receipt
confirmed). Notices shall be addressed to the parties at the addresses set forth
on page one or to said other address as shall have been so notified to the other
party in  accordance  with this  Section  21.  Notices to  Distributor  shall be
addressed  to Chief  Executive  Officer,  with a copy to  Manwell &  Milton,  20
California Street, Third Floor, San Francisco,  CA 94111,  Attention:  Edmund R.
Manwell,  Esq.  Notices to  Manufacturer  shall be addressed to Chief  Executive
Officer,  Ben &  Jerry's  Homemade,  Inc.,  with a copy to  Ropes  &  Gray,  One
International Place, Boston, MA 02110, Attention: Howard K. Fuguet, Esq.

     IN  WITNESS  WHEREOF,  Dreyer's  Grand Ice  Cream,  Inc.  and Ben & Jerry's
Homemade,  Inc.,  have each executed and delivered  this Agreement as of the day
and year first above written.

WITNESSED:                         DREYER'S GRAND ICE CREAM, INC.     
                                   By:
                                   Title:

WITNESSED:                         BEN & JERRY'S HOMEMADE, INC.
                                   By:
                                   Title: