EXHIBIT 10.11.2

                               AMENDMENT AGREEMENT

Amendment Agreement dated as of December 2, 1999 to Distribution Agreement dated
as of August 26, 1998,  as amended  prior to the date hereof (the  "Distribution
Agreement")  between  The  Pillsbury  Company  ("Pillsbury")  and Ben &  Jerry's
Homemade, Inc. ("Ben & Jerry's" or the "Manufacturer").

       WHEREAS, Pillsbury and Nestle USA -- Food Group, Inc. ("Nestle USA") have
formed a United States ice cream joint venture, Ice Cream Partners USA, LLC (the
"Joint Venture"), which has commenced operations;

     WHEREAS,  the Distribution  Agreement may not be assigned to and assumed by
the Joint Venture without the consent of the Manufacturer;

       WHEREAS, the parties to the Distribution  Agreement wish to confirm their
agreement as follows:

       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  hereby each agree to  amend/supplement  the
Distribution Agreement as follows:

1. Distributor and Defined Terms. All capitalized terms not defined herein shall
have the meanings given them in the  Distribution  Agreement.  References to the
"Distributor"  shall mean the Joint  Venture,  which  shall  include  all of the
Nestle ice cream  operations  in the United  State  (except the Nestle  minority
interest in Dreyer's Grand Ice Cream, Inc.) upon the execution of this Amendment
Agreement.

2.  Standstill.  Reference is made to the Standstill  Agreement dated August 17,
1999 (the  "Standstill  Agreement")  between  Ben & Jerry's and  Pillsbury  (and
Diageo),  a copy of which is attached hereto,  which shall remain in effect,  as
modified in this Section,  notwithstanding  the  assignment  hereby made of said
Standstill  Agreement  to the Joint  Venture.  Pillsbury  agrees to an aggregate
limitation on the shares of Ben & Jerry's that may be beneficially  owned by the
Joint  Venture  and  Pillsbury   (and  Diageo)  on  a  combined  basis  for  all
signatories,  namely  4.9% in Clause  (i) in the third  paragraph  of  Section 1
thereof  and in the next to last  paragraph  of Section 1 thereof,  and 14.9% in
Clause  (iii) in the third  paragraph  of Section 1 thereof.  As assignee of the
Standstill Agreement from Pillsbury, which the Joint Venture hereby assumes, the
Joint  Venture  shall be liable  as if it were  Pillsbury  under the  Standstill
Agreement, as so modified.

     3. Performance  Requirements and Performance Goals. The last paragraph page
3 and the first full paragraph on page 4 of the Distribution  Agreement (Section
2.1) is deleted and replaced with the following:

       "The  Performance  Requirements  and Performance  Goals for each calendar
       year  for  each  market  in the  Distributor  Territory  commencing  with
       Performance Requirements and Performance Goals for the calendar year 2001
       shall be agreed upon on or before  October 15 of the prior  year.  In the
       event no  agreement  has been  reached  on the  Performance  Requirements
       and/or  Performance Goals by October 15 of any year (the "Present Year"),
       then the CEOs

<PAGE>

       of  Manufacturer   and  Distributor   shall  attempt  to  agree  on  such
       Performance  Requirements  and/or Performance Goals on or before November
       15 of the Present Year.  If they are unable to agree,  the matter will be
       submitted for mediation.  The parties shall have until December 15 of the
       Present Year to mutually agree upon a qualified mediator,  who shall be a
       person familiar with the economics and practices of the food distribution
       industry  and  have  experience  serving  as  a  mediator  in  commercial
       disputes; if they are unable to agree upon a single mediator,  each party
       shall designate its own similarly qualified mediator by January 15 of the
       following  year (the "Next Year") and the mediators so  designated  shall
       choose a third mediator by February 15 of the Next Year. If the mediation
       process has not resulted in  agreement by March 15 of the Next Year,  the
       issues  shall  be  subject  to  binding   arbitration   before  a  single
       arbitrator, who shall be chosen by the majority of the mediators, and who
       shall be charged  with  making a  decision  on  Performance  Requirements
       and/or  Performance  Goals  to be in  effect.  The  determination  of the
       arbitrator as to Performance  Requirements  and/or  Performance Goals for
       that current  year shall be final and binding upon both the parties.  The
       cost of any  mediation  or  arbitration  shall  be borne  equally  by the
       parties."

       Performance  Requirements  may be revised and updated by mutual agreement
of  Manufacturer  and  Distributor,   in  line  with  industry  improvements  in
distribution.

       Failure by the Distributor to achieve the Performance  Requirements shall
not entitle the Manufacturer to a claim for damages against the Distributor, but
may entitle the  Manufacturer to terminate for cause and receive the Termination
Fee according to the terms set forth in Section 8.3."

4.  Co-packing.  The Joint Venture on the one hand and Manufacturer on the other
hand agree that any co-packing  agreements that may subsequently be entered into
between  them,  upon any later  mutual  agreement,  shall be on a  "most-favored
nations" basis. Products produced by the Joint Venture for Pillsbury, Nestle USA
or their  affiliates will be excluded when  determining  "most-favored  nations"
treatment.

5. Most  Favored  Nation  Treatment.  The parties  agree that Section 9.8 of the
Distribution  Agreement  was not  intended  to apply  to and  does not  apply to
products owned by or licensed to the Distributor or any of its affiliates.

     6. Expansion of the Distributor's  "Company-Owned  System".  Section 2.6 is
amended by adding at the end of the first paragraph the following:

         "In the  event  that the  Distributor's  directly  owned  and  operated
         distribution  system is expanded beyond its size as of August 26, 1998,
         the Manufacturer will be offered the opportunity,  on not less than two
         months notice,  but will not be required,  to participate in all or any
         part of such  expansion  with  respect  to  having  the  Joint  Venture
         distribute the Products (as defined in Section 2.1 of the  Distribution
         Agreement) of the  Manufacturer  in any such expanded  areas.  Any such
         additional areas selected by Manufacturer shall be automatically  added
         to Amended Schedule 2A."

              6.1  Distributor  Territory.  Schedule 2A is deleted and  replaced
              with Amended  Schedule 2A, attached  hereto,  provided that at the
              date hereof the  information  relating to Connecticut and Virginia
              counties  listed  in the  boxed  area on the  second  page of said
              Amended  Schedule  2A  (listing  counties)  remains  to be  agreed
              between the parties.
<PAGE>

                  References  in  the  Distribution  Agreement,  as  amended  to
                  Schedules 2A and 2C shall hereafter mean Amended  Schedules 2A
                  and 2C respectively.

7. Guarantee.  Pillsbury shall unconditionally guarantee the payment obligations
from time to time of the Joint  Venture  to Ben & Jerry's  (notwithstanding  the
assumption by the Joint Venture of the obligations of Pillsbury).  The Pillsbury
guarantee  hereunder shall be a "guarantee of  performance"  with respect to the
obligations  guaranteed  and  shall  not be a  "guarantee  of  collection";  the
Pillsbury guarantee hereunder shall be effective with respect to all obligations
incurred by the Joint Venture up through October 1, 2004 and shall be limited to
the  guaranty  of payment of all  amounts  owed to  Manufacturer  for Product or
promotions  or  rebates  and any fees or  amounts  owed  under  Section 8 of the
Distribution  Agreement as amended.  When and if Nestle USA executes a guarantee
on  the  same  terms  as the  guarantee  by  Pillsbury  hereunder,  each  of the
guarantees of Pillsbury and Nestle USA shall be joint and several obligations of
such companies.

8. Social Mission.  Section 4.1 of the Distribution  Agreement is hereby amended
by adding at the end thereof the  following:  "The parties agree that the Social
Mission activities of Pillsbury as of the date hereof satisfied the requirements
set forth for  Distributor in Sections 4 and 4.1 of the  Distribution  Agreement
and that  Joint  Venture  is not  expected  to perform  the same  activities  as
Pillsbury.  The  Manufacturer  acknowledges  that the Joint Venture has no prior
experience as a separate operating  company.  Within eight months after the date
of this Amendment  Agreement the Joint Venture shall submit to the  Manufacturer
its plans for  compliance  with this Section and Section 4 and shall commence to
comply within 30 days  thereafter.  Prior to such  commencement  pursuant to the
submitted plans,  any Social Mission  activities of the Pillsbury and Nestle USA
businesses  which are  conducted in part by the Joint Venture or which relate to
the  operation of the Joint Venture  shall be counted  toward  compliance of the
Distributor's obligations under Sections 4 and 4.1."

9.  Termination  Without  Cause.  The  first  paragraph  of  Section  8.2 of the
Distribution Agreement is hereby deleted and replaced with the following:  "This
Agreement may be terminated by Distributor without cause on not less than twelve
months  prior  written  notice  given  after  October 1, 2003.  If  Manufacturer
terminates this Agreement  without cause or gives notice of termination  without
cause  prior to  January  1,  2001,  then  Manufacturer  shall pay the amount of
undepreciated  tax book  value of the  Distributor  for assets  invested  in the
distribution  system under this Agreement,  all as set forth on Amended Schedule
8.2 attached  hereto,  except that  Manufacturer  may give notice of termination
without  cause not later  than  November  1,  2000 for a  termination  effective
February 28, 2001 without any  requirement  to make any such payment per Amended
Schedule 8.2.

       Beginning  January 2, 2001,  Manufacturer  may terminate  this  Agreement
without  cause at any time and  without  paying the amounts set forth on Amended
Schedule  8.2 attached  hereto by giving no less than five months prior  written
notice to Distributor. Distributor may terminate this Agreement without cause at
any time  after  October  1, 2004 by giving on or after  October 1, 2003 no less
than 12 months prior written notice to Manufacturer.

       In the  event at any time  after  January  1,  2001  there is a Change of
Control  of  Manufacturer  in a manner  deemed to be  "hostile"  by the Board of
Directors of Manufacturer  prior to said Change in Control (it being  understood
that said Board of Directors  shall have sole and  conclusive  authority to make
such  determination  as to whether the change is "hostile"  for purposes of this
Agreement),  then Manufacturer shall be required to give not less than 24 months
written notice instead of five

<PAGE>

months written  notice in order to terminate this Agreement  without cause under
Section 8.2 after January 1, 2001."

10. Termination for Cause. Section 8.3 of the Distribution  Agreement is amended
by deleting  paragraph  8.3 and  replacing it with the  following  paragraph and
subparagraphs, and by renumbering subparagraphs 8.3.1 to 8.3.5:

          "8.3  Termination  for  Cause.  Except as  otherwise  provided  for in
          Sections 8.3.2 through  8.3.5,  either party may at any time terminate
          this Agreement, either entirely or as to a particular affected portion
          of the Distributor  Territory only, as provided below, 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 in any material respect,
          which  shall  also have a  material  adverse  effect on  Distributor's
          distribution  performance  or the  Manufacturer's  performance  in the
          Distributor   Territory,   or  in  the  affected  area(s)  within  the
          Distributor  Territory  as the  case  may be  ("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.  An  "affected
          portion"  of the  Distributor  Territory  shall be any of the  markets
          within the Distributor Territory that are specified in Schedule 2A.

          8.3.1 Termination Fee.  Termination  pursuant to subparagraph 8.3.2 or
          Termination  for  Cause  pursuant  to  subparagraph   8.3.4,  if  such
          termination occurs prior to October 1, 2004, entitles  Manufacturer to
          a termination fee of [*] (the "Termination  Fee") as set forth in such
          subparagraphs.  If  Manufacturer  is entitled to the  Termination  Fee
          according to the terms of  subparagraphs  8.3.2 or 8.3.4,  Distributor
          will  pay  the   Termination  Fee  within  30  days  of  the  date  of
          Manufacturer's  notice of such  termination  of the Agreement and upon
          such payment to  Manufacturer,  the  Manufacturer  shall have no other
          remedies or claims against Distributor upon such termination  pursuant
          to the provisions of subparagraphs  8.3.2 and 8.3.4 of this Agreement.
          In the event that there is litigation  over whether the Distributor is
          obligated to pay the  Manufacturer the Termination Fee as specified in
          subparagraphs  8.3.2 and 8.3.4 and the  Manufacturer  prevails  on the
          issue in such  litigation  and the  Distributor  is ordered to pay the
          Termination  Fee,  the  Manufacturer  shall be entitled to recover its
          reasonable  costs and  expenses  of  counsel in  connection  with such
          litigation  and, in the event that the  Distributor  is ordered to pay
          the  Termination  Fee pursuant to Section 8.3.2,  an additional fee of
          [*]  from  the  Distributor.  If  the  Distributor  prevails  in  such
          litigation  and payment of the  Termination  Fee is not ordered,  then
          Distributor  shall be  entitled  to recover  two times its  reasonable
          costs and expenses of counsel in connection with such litigation.

          8.3.2  Termination for DSD Exit.  Subject to the Provisions of Section
          8.3.3,  Distributor agrees to give Manufacturer not less than one year
          written  notice  before  any  system  wide  grocery  or  substantially
          system-wide grocery or complete system-wide exit of the use of DSD

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


<PAGE>



         as its principal mode of distribution of Manufacturer's  Products.  Any
         such system-wide  grocery or substantially  system-wide grocery exit of
         DSD,  except as  specifically  set forth in the following  subparagraph
         8.3.3,  shall  entitle  Manufacturer  to terminate the Agreement in its
         entirety or with  respect to any  affected  portion of the  Distributor
         Territory  upon 60 days written  notice to  Distributor  and shall also
         entitle  Manufacturer  to  the  Termination  Fee if  the  Agreement  is
         terminated in its  entirety.  Any exit of the use of DSD for any market
         described  in  Schedule  2A,  except  for any  system-wide  grocery  or
         substantially  system-wide grocery exit or complete system-wide exit of
         the  use  of  DSD  or  as  specifically  set  forth  in  the  following
         subparagraph  8.3.3,  shall  entitled  Manufacturer  to  terminate  the
         Agreement upon 60 days written  notice to  Distributor  with respect to
         the  affected  portion  but  shall  not  entitle  Manufacturer  to  the
         Termination Fee.

         8.3.3 DSD Exits That Do Not Entitle the  Manufacture  to Terminate This
         Agreement. Manufacturer acknowledges that Distributor may exit DSD on a
         customer  specific  basis  (any  channel)  at the  demand-request  of a
         customer,  and the Manufacturer  further  acknowledges that Distributor
         may thereafter exit DSD on a specific  geographic  market basis (any or
         all  channels) or on a  system-wide  grocery  basis if prior or current
         customer   demand-requested   exit(s)  result  in  Distributor's   sole
         determination  in good faith in its reasonable  business  judgment,  as
         reviewed in reasonable detail with the Manufacturer,  that, as a result
         of the  foregoing,  conditions  are  economically  unfavorable  for the
         Distributor  to continue DSD in that specific  geographic  market or in
         the grocery channel. Distributor agrees promptly to inform Manufacturer
         in writing of a customer request or  demand-request  which  Distributor
         plans to implement.  Distributor agrees to provide Manufacturer as much
         notice as possible prior to exiting DSD on any customer-specific basis,
         but Manufacturer acknowledges that the notice period for such exits may
         be  dependent  upon  the  customer.   Distributor   agrees  to  provide
         Manufacturer written notice of at least 90 days prior to exiting DSD on
         any specific  geographic market basis or any system-wide channel basis.
         Manufacturer  will  not be  entitled  to the  Termination  Fee or other
         remedy for such customer specific  demand-requested DSD exit or for any
         subsequent  specific geographic market based exit (any or all channels)
         or a  subsequent  system-wide  grocery  DSD  based  exit  occurring  in
         accordance  with  Distributor's  determination  made in compliance with
         this subsection.  In the event that Distributor uses the warehouse mode
         for  shipment  to a  specific  customer  or  geographic  portion of the
         Territory,  Manufacturer  shall  have the right,  upon 60 days  written
         notice to the  Distributor,  to elect to ship the Products  directly to
         the applicable  warehouse,  in which event the Distributor  will not do
         so.

         8.3.4 Failure of Distributor to Comply with  Performance  Requirements.
         Beginning  September  1,  2000,  Distributor's  failure  to  materially
         satisfy the Performance  Requirements after all notice and cure periods
         set forth in this  subparagraph,  which failure has a material  adverse
         effect on Distributor's distribution performance in (i) the Distributor
         Territory as a whole,  shall be cause for Manufacturer to terminate the
         Agreement  and  collect  the  Termination  Fee or in  (ii)  any  market
         described in Schedule 2A, shall be cause for  Manufacturer to terminate
         the  Agreement  with  respect  to the  affected  portion  but shall not
         entitle Manufacturer to the Termination Fee. Manufacturer shall provide
         written  notice to  Distributor  specifying  in  reasonable  detail and
         failure  of  Distributor  to  materially  comply  with the  Performance
         Requirements   and  the  material   adverse  effect  on   Distributor's
         performance.  If  Distributor  has not cured any such failure within 45
         days,  Manufacturer  shall  provide  written  notice with  accompanying
         details to Distributor of Distributor's continuing

<PAGE>


         failure.  Within 15 days of receipt of this  notice,  Distributor  will
         meet with  Manufacturer to discuss the  noncompliance  and to present a
         plan  for  achieving  compliance.  If  Distributor  fails  to cure  its
         non-performance of the Performance  Requirements in Amended Schedule 2C
         and such non-performance  constitutes a material breach thereof, taking
         into  account  the  cumulative   effect  of  such   non-compliance   in
         performance  of the  Performance  Requirements,  within  60 days of the
         meeting and such noncompliance is within the control of the Distributor
         and  the   Manufacturer   is  not  a  material   contributor   to  such
         noncompliance,  then  Distributor has failed to materially  satisfy the
         Performance   Requirements  and  the  Manufacturer  may  terminate  the
         Agreement  on 60  days  written  notice.  By way  of  example  but  not
         limitation,   Manufacturer  must  have  a  sufficient   product  supply
         available  and,  except in respects  not  material,  shipped on time to
         Distributor  at all times,  must fully provide in all material  respect
         its   planned   marketing   support,   provide   adequate   notice  and
         communication  for promotions  (at least 12 weeks notice),  ensure that
         all  material  POS  materials  are   available.   Upon   Manufacturer's
         termination of the Agreement for  Distributor's  failure to satisfy the
         Performance Requirements (as provided in this subsection), Manufacturer
         shall be entitled to the  Termination Fee unless  Distributor  achieved
         the Performance  Goals for the applicable period despite its failure to
         satisfy the Performance Requirements."

         8.3.5.  Particular  Account  or  Group  of  Accounts.  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,  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.  No  Termination  Fee shall be payable  pursuant to
         Section 8.3.5."

11.  Termination  for Change of  Control.  The first  sentence of Section 8.4 is
deleted and replaced with the  following:  "Upon a Change in Control (as defined
below) of the Distributor, the Manufacturer may terminate this Agreement upon 12
months  notice,  and upon a Change in  Control  (as  defined)  of  Manufacturer,
Distributor  may terminate this  Agreement  upon 12 months notice,  in each case
given at any time within the 180 day period  following  the Change in Control of
the other party."

       Section 8.4 is further amended by deleting the words  "announcement"  and
substituting the word  "consummation" in the second line of the second paragraph
of Section 8.4.

     Section 8.4 is further  amended to add at the end of the second  paragraph,
following the words constitute a "Change in Control" the following:

         "With respect to a Change in Control of the  Distributor in the form of
         the  Joint  Venture,  the  acquisition  by  either  of  Nestle  USA  or
         Pillsbury, or any of their parents or affiliates, of more of the voting
         securities (or LLC or other interests  equivalent thereto) than held by
         the other
 <PAGE>


         "member (and its  affiliates)" in the Joint Venture shall  constitute a
         Change in Control of the Joint  Venture,  and the references to "voting
         securities"   shall  include  LLC  interests   (and  other   equivalent
         interests),  and the  references  to  "shareholders"  shall include LLC
         members  (and  other  equivalent  interests),  and  the  sale of all or
         substantially  all of the assets of the Joint  Venture or a sale of all
         or substantially all of the distribution  business of the Joint Venture
         shall each constitute a Change in Control of the Distributor."

The first  sentence of Section  8.4.1 of the  Agreement  is deleted and replaced
with the following:

         "In the event of  termination  hereunder by  Distributor  for Change in
         Control of the  Manufacturer  under Section 8.4,  Distributor  shall be
         obligated,  during the 12 months notice period, to continue to purchase
         Products  from  Manufacturer  for  resale  and use its best  efforts to
         distribute  in each  market  in the  Distributor  Territory  listed  in
         Amended  Schedule  2A where  Distributor  was a  distributor  hereunder
         immediately prior to the termination notice."

12. New Section 20 is added to the Distribution Agreement, reading as follows:

       "20. Distributor  Advisory Council.  Distributor has used, and intends to
       use from time to time in the future,  an informal  "Distributor  Advisory
       Council"  ("DAC") as a forum for  manufacturers  and  subdistributors  to
       present their lawful  distribution  concerns  under  various  agreements,
       including the Distribution  Agreement as in effect from time to time, and
       proposed best practices solutions to Distributor.  Manufacturer agrees to
       provide a representative  to serve on the DAC.  Distributor shall pay the
       reasonable costs and expenses of Manufacturer's  representative to attend
       the  meetings  of  the   Distributor   Advisory   Council.   Manufacturer
       acknowledges  the  nonbinding  advisory  purpose of the DAC  meetings and
       agrees that its  participation is not intended to provide any contractual
       rights to Manufacturer."

     13.  Miscellaneous.  Section  1 of the  Distribution  Agreement  is  hereby
amended by adding the following at the end thereof:

       "After assignment of the Distribution Agreement to the Joint Venture, the
term  "Distributor"  shall include all of the Nestle ice cream operations in the
United States (excluding Nestle's minority interest in Dreyer's Grand Ice Cream,
Inc.)."

     Section 2.6 of the  Distribution  Agreement is hereby  amended by adding at
the end thereof the following:

     "Nestle (excluding  Nestle's minority interest in Dreyer's Grand Ice Cream,
     Inc.) does not bring to the Joint  Venture any directly  owned and operated
     DSD distribution".

     Section 14 of the Distribution Agreement is hereby amended by adding at the
end thereof the following:

       "Each of Pillsbury  and Nestle USA shall be bound by the  obligations  in
       the Distribution  Agreement relating to Confidential  Information and the
       obligations set forth in Section 14.".

<PAGE>

     Section 14.1 of the  Distribution  Agreement is hereby  amended by deleting
the words  "Pillsbury  (or  Haagen-Dazs)"  and inserting in its place "the Joint
Venture".

     Section 17 of the Distribution  Agreement is hereby amended by changing the
reference in the second paragraph to "Vice President, Haagen-Dazs North America"
to read "Chief Executive Officer, Joint Venture".

     Section 19 of the Distribution  Agreement is hereby amended to provide that
notice to  Distributor  shall be addressed  to Chief  Executive  Officer,  Joint
Venture at

                             Ice Cream Partners, LLC
                         c/o Nestle Frozen Food Company
                              30003 Bainbridge Road
                              Solon, OH 44139-2290
                          Attention: James L. Dintaman
                            Telephone: (440) 498-7700
                           Telecopier: (440) 248-7847

                                 with a copy to:

                              The Pillsbury Company
                             200 South Sixth Street
                              Minneapolis, MN 55402
                          Attention: Richard M. Paschal
                            Telephone: (612) 330-4282
                           Telecopier: (612) 330-7201

14.  Adjustment  Under Section 3.2.  Section 3.2 of the  Distribution  Agreement
provides that "It is  understood  that the provision of [*] per gallon on pints,
quarts and half gallons per year will be subject to  appropriate  adjustment  in
the  event  of a  meaningful  change  in  market  conditions  for  promotion  of
Manufacturer's  Products".  The parties to this Amendment  Agreement  agree that
recent  developments  relating to a third party ice cream competitor  constitute
such a "meaningful change in market conditions" and agree that all references to
[*] in Section 3.2 are hereby changed to [*].

15. Assignment of the Agreement.  Manufacturer hereby consents to the assignment
of the Distribution  Agreement,  as previously  amended,  and as amended by this
Agreement,  to the Joint Venture  effective as of October 8, 1999.  Manufacturer
agrees that Pillsbury is released from all obligations and liabilities under the
Distribution  Agreement  except for those  obligations and liabilities that came
into  existence  prior to the date hereof or related to the period  prior to the
date  hereof  and  except  as  specifically  set  forth  herein,  including  the
obligations under Sections 2 and 7 hereof.


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


<PAGE>

       IN WITNESS  WHEREOF,  each of the parties has duly executed and delivered
this Amendment Agreement as of the date set forth above.


BEN & JERRY'S HOMEMADE, INC.


By:_____________________________



THE PILLSBURY COMPANY


By:_____________________________


Accepted:

ICE CREAM PARTNERS USA, LLC


By:_____________________________