Exhibit 10.8.4

                     Termination of Subdistributor Agreement


     RE:  Subdistributor  Agreement  dated  February  7,  1994,  by and  between
Dreyer's Grand Ice Cream,  Inc.  ("Dreyer's") and Ben & Jerry's  Homemade,  Inc.
("Ben & Jerry's").

     The  following are the terms and  conditions  upon which we are prepared to
terminate the above referenced Agreement and purchase certain assets.

     1.   The Agreement will be terminated effective October 29, 1995, and as of
          that date, all rights to distribute Ben & Jerry's  products in the New
          York  Territory will revert to Edy's of New York pursuant to the terms
          of the Distribution Agreement between Ben & Jerry's and Dreyer's dated
          January 6, 1987, as amended.

     2.   The  Subdistribution  Payment  due  from  Ben &  Jerry's  for the last
          quarter  of  1995  will be  prorated  to the  termination  date of the
          Agreement. Such prorated payment will be due upon closing of the asset
          sales contemplated by this letter.

     3.   Subdistributors  have been notified of this change prior to October 1,
          1995  with a  letter  signed  jointly  by  Edy's of New York and Ben &
          Jerry's of New York.

     4.   As of October 29, 1995,  Edy's of New York will occupy and operate the
          Ben & Jerry's of New York  distribution  center  located at 38-56 43rd
          Street,  Long Island City,  New York.  Such use by Edy's will continue
          until the earlier of (a) the termination of the underlying  lease; (b)
          February 28,  1996;  or (c) the facility is sublet to a third party by
          Ben & Jerry's of New York.  During the period of Edy's occupancy Ben &
          Jerry's  will  remain as the named party on the  underlying  lease and
          will  continue to have  access to the  facility.  Expenses  related to
          Edy's occupancy will be billed to Edy's monthly.

          It is Edy's  intention  to  utilize  the  facility  as a  distribution
          location  for the  out-of-home  class of trade  until such time as the
          inventory of Ben & Jerry's product  purchased  pursuant to this letter
          is  significantly  reduced.  At such  time  Edy's  will  conduct  such
          distribution from its own facilities.

     5.   Edy's will offer to the employees of Ben & Jerry's of New York, except
          Norman  Vogel  and  Larry  Kruysman,   positions  of  employment  with
          reasonably comparable compensation.

     6.   Edy's will  purchase the salable  inventory of Ben & Jerry's  products
          held  at the Ben &  Jerry's  of New  York  distribution  center  as of
          October 29, 1995. The quantity of such inventory will be verified by a
          join  physical  count on that date,  and with  payment will be made by
          Edy's  promptly  thereafter.  The price of the  inventory  will be the
          normal distributor price currently charged to Edy's of New York by Ben
          & Jerry's Homemade, Inc.

     7.   Edy's will  purchase  from Ben & Jerry's the hi/lo lift truck and hand
          lift truck currently used by Ben & Jerry's. The purchase price will be
          the net book  value on the  books of the  assets on the books of Ben &
          Jerry's of New York.  In addition,  Edy's will purchase the trucks and
          truck bodies  currently  owned  and/or  leased by Ben & Jerry's of New
          York.  The purchase  price for the truck assets will be  negotiated by
          the parties in good faith.  Ben & Jerry's  will  deliver good title to
          all assets  purchased  by Edy's  pursuant to this  paragraph  free and
          clear of all liens and  encumbrances.  such asset  sales shall be made
          pursuant  to the terms of an Asset  Purchase  Agreement  to be entered
          into by the parties. Ben &


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          Jerry's will remove any and all of its remaining  assets from the 43rd
          Street  location  prior to the end of the lease term or such date that
          the  facility  is sublet or  returned to the  landlord,  whichever  is
          earlier.

     8.   Edy's will provide  storage space at the Long Island City facility for
          approximately  twelve (12) Ben & Jerry's  storage  carts and/or vendor
          freezers.  If Edy's needs to utilize the space  during its  occupancy,
          Edy's will give Ben & Jerry's of New York five day's  notice to remove
          the equipment.

     9.   Accounts Receivable

          (a)  Edy's  will  purchase  the Ben &  Jerry's  of New  York  Accounts
          Receivable  for the  aggregate  amount  carried  on the books of Ben &
          Jerry's of New York on October 1, 1995,  excluding  those amounts more
          than 90 days old as of that date and also excluding those acknowledged
          by Ben & Jerry's of New York to be in  dispute as of that date.  Ben &
          Jerry's  of  New  York  will   provide   to  Edy's   full   supporting
          documentation  (signed invoices) to substantiate these receivables and
          will  cooperate  fully with Edy's to assist in the collection of these
          receivables.  The  aggregate  amount  of these  receivables,  less any
          collected  in the  interim by Ben & Jerry's,  will be payable to Ben &
          Jerry's as  collected,  but in an event within 180 days after  October
          28, 1995 whether or not Edy's h as received payment form each account.
          Ben & Jerry's of New York will indemnify Edy's for any amounts paid to
          purchase  Accounts  Receivable  to the  extent  such  amounts  are not
          reimbursed  to Edy's by the  applicable  account,  provided  that this
          indemnification  will apply only to  accounts  for which Edy's has not
          been furnished full supporting documentation. Edy's agrees that, until
          such time as Ben & Jerry's  of New York  receives  payment in full for
          accounts which are acknowledged to be in dispute,  they will not sell,
          distribute  or  otherwise  supply any Ben & Jerry's  products  to such
          accounts.

          (b) Edy's shall promptly remit to Ben & Jerry's of New York any monies
          received by Edy's for products  distributed  and sold by Ben & Jerry's
          in the New York Territory before the termination date.

          (c) Edy's will provide  terms to such current  distributors  who Edy's
          determines in its sole discretion will continue to be authorized Ben &
          Jerry's distributors.

          (d) It is Edy's  intention  to  appoint  Jack  N'Jill a Ben &  Jerry's
          distributor to the out-of-home trade in northern New Jersey contingent
          upon  resolving  the  outstanding  receivables  balance  owed to Ben &
          Jerry's by J & M  Distributors.  To the extent this can't be resolved,
          then J & M  Distributors  will  remain  a  subdistributor  and will be
          expected to pay their receivable  balance to Ben & Jerry's.  This will
          be enforced per the control of Ben & Jerry's shipments to J & M.


     10.  This  agreement  supersedes  all  other  understanding  or  agreements
          relating to the distribution of Ben & Jerry's products in the New York
          out-of-home   trade  and  the   parties   agree   that  there  are  no
          representations,  promises, inducements or agreement, oral or written,
          which  shall have any effect  unless set forth in this  agreement.  No
          modification of this agreement  shall be effective  unless in writing,
          signed by both parties.

     Agreed to this 27th day of October, 1995.

Ben & Jerry's Homemade, Inc.              Dreyer's Grand Ice Cream, Inc.


By:______________________                 By:_______________________
   /s/Tom D'Urso                             /s/Tom Delaplane,
Its:Manager of Treasury                      Vice President, Sales
     Operations
                   






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