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EXHIBIT 10.1

DREYERS GRAND ICE CREAM, INC.

SECOND AMENDMENT

Dated as of September 26, 2001

To

Note Purchase Agreements
Dated June 6, 1996

|    |  |                                                                                                                                                   
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|Re: |  | $15,000,000 7.68% Series A Senior Notes Due 2002
$15,000,000 8.06% Series B Senior Notes Due 2006
$20,000,000 8.34% Series C Senior Notes Due 2008





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Second Amendment To Note Purchase Agreements

This Second
Amendmentdated as of September 26, 2001 (the or this Second
Amendment) to the Note Purchase Agreements dated June 6, 1996 is between
Dreyers Grand Ice Cream, Inc., a Delaware corporation (the Company), and
each of the institutions which is a signatory to this Second Amendment
(collectively, the Noteholders).

Recitals:



| | A. |  | The Company and each of the Noteholders have heretofore entered
into separate and several Note Purchase Agreements each dated June 6,
1996 and the First Amendment dated as of November 17, 1998
(collectively, the Note Agreements; capitalized terms used herein
shall have the respective meanings ascribed thereto in the Note
Agreements unless herein defined or the context shall otherwise
require). The Company has heretofore issued $50,000,000 aggregate
principal amount of Senior Notes consisting of its $15,000,000 7.68%
Series A Senior Notes due 2002, $15,000,000 8.06% Series B Senior
Notes due 2006 and $20,000,000 8.34% Series C Senior Notes due 2008
(collectively the Notes) pursuant to the Note Agreements. The
Noteholders are, collectively, the holders of at least 51 % of the
outstanding principal amount of the Notes.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | B. |  | The Company and the Noteholders now desire to amend the Note Agreements
in the respects, but only in the respects, hereinafter set forth.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | C. |  | All requirements of law have been fully complied with and all
other acts and things necessary to make this Second Amendment a
valid, legal and binding instrument according to its terms for the
purposes herein expressed have been done or performed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

NOW, THEREFORE, upon the full and complete satisfaction of the conditions
precedent to the effectiveness of this Second Amendment set forth in Section
3.1 hereof, and for good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, the Company and the Noteholders do hereby
agree as follows:

Section 1. Amendments



|1.1 |  | Section 8.3 of the Note Agreements shall be and is hereby amended by the
addition of the following sentence:                                                                                                                                                                                                                                                                                                                                                                                                 
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Notwithstanding the foregoing provisions of this Section 8.3 the Company
shall be permitted to make payments to the Noteholders on (but not before
or after) September 26, 2001 in the amounts set forth in Section 3.1 (b)
of this Second Amendment which payments shall satisfy in full the
Companys obligations for interest, principal and Make Whole Amounts in
respect of the Payment of the Series A Notes due on June 1, 2002 and the
Required Prepayment of the Series B Notes due on June 1, 2002.





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Section 2. Representations and Warranties of the Company



|2.1. |  | To induce the Noteholders to execute and deliver this Second Amendment,
the Company represents and warrants to the Noteholders that (which
representations and warranties shall survive the execution and delivery of
this Second Amendment):
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | this Second Amendment has been duly authorized, executed and
delivered by the Company and constitutes the legal, valid and binding
obligation, contract and agreement of the Company enforceable against
it in accordance with its terms, except as enforcement may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws
or equitable principles relating to or limiting creditors rights
generally;                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the Note Agreements, as amended by this Second Amendment,
constitute the legal, valid and binding obligations, contracts and
agreements of the Company enforceable against it in accordance with
their respective terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws or
equitable principles relating to or limiting creditors rights
generally;                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (c) |  | the execution, delivery and performance by the Company of this
Second Amendment (i) has been duly authorized by all requisite action
on the part of the Company, (ii) does not require the consent or
approval of any governmental or regulatory body or agency, and (iii)
will not (A) violate (1) any provision of law, statute, rule or
regulation or its articles of incorporation or bylaws, (2) any order
of any court or any rule, regulation or order of any other agency or
government binding upon it, or (3) any provision of any material
indenture, agreement or other instrument to Which it is a party or by
which its properties or assets are or may be bound, or (B) result in
a breach or constitute (alone or with due notice or lapse or both) a
default under any indenture, agreement or other instrument referred
to in clause (iii)(A)(3) of this Section 2. 1 (c);
|
| | (d) |  | as of the date hereof and after giving effect to this Second
Amendment, no Default or Event of Default has occurred which is
continuing; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (e) |  | all the representations and warranties contained in Section 5
of the Note Agreements are true and correct in all material respects
with the same force and effect as if made by the Company on and as of
the date hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

Section 3. Conditions to Effectiveness of This Second Amendment.



|3.1. |  | This Second Amendment shall become effective as of September 26, 2001
upon the satisfaction in full of each of the following conditions:
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | executed counterparts of this Second Amendment, duly executed
by the Company and each Noteholder, shall have been delivered to the
Noteholders;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------





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| | (b) |  | each Noteholder shall have received from the Company a wire
transfer in the amount set forth opposite its name below:
| | --- |  | ---------------------------------------------------------------------------------------------------------------------

|                                                |  |   |              | 
|----------------------------------------------- |  | - | ------------ | 
|The Prudential Insurance Company of America:    |  | $ | 4,699,643.46 | 
|Pruco Life Insurance Company:                   |  | $ | 580,854.81   | 
|Transamerica Life Insurance and Annuity Company |  | $ | 2,271,443.86 | 



| | (c) |  | (i) the representations and warranties of the Company set forth in
Section 2 hereof shall be true, correct and complete on and with respect to the
date hereof and (ii) no Default or Event of Default shall have occurred
and be continuing on the date hereof or would result from this Second
Amendment becoming effective in accordance with the terms hereof, and the
Noteholders shall have received an Officers Certificate certifying to the
effects set forth in clauses (i) and (ii) above; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Upon receipt of all of the foregoing, this Second Amendment shall become
effective.

Section 4. Miscellaneous



|4.1. |  | This Second Amendment shall be construed in connection with and as part
of each of the Note Agreements, and except as modified and expressly
amended by this Second Amendment, all terms, conditions, and covenants
contained in the Note Agreements and the Notes are hereby ratified and
shall be and remain in full force and effect.                      
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|4.2. |  | Any and all notices, requests, certificates and other instruments
executed and delivered after the execution and delivery of this Second
Amendment may refer to the Note Agreements without making specific
reference to this Second Amendment but nevertheless all such references
shall include this Second Amendment unless the context otherwise requires.
|    
|4.3. |  | The descriptive headings of the various Sections or parts of this Second
Amendment are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.                                                                                                                                                                 
|    
|4.4. |  | This Second Amendment shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the law of the State
of California excluding choice-of-law principles of the law of such State
which would require the application of the laws of a jurisdiction other
than such State.                                         
|    
|4.5  |  | The execution hereof by you shall constitute a contract between us for
the uses and purposes hereinabove set forth, and this Second Amendment may
be executed in any number of counterparts, each executed counterpart
constituting an original, but all together only one agreement.                                                                         





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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed and delivered by their respective officers thereunto duly authorized
as of the date first written above.

| |  |                               
| |  | ------------------------------
| |  | DREYERS GRAND ICE CREAM, INC.

| |  |                           
| |  | --------------------------
| |  | By: /s/ William C. Collett
| |  |                           
| |  | Name: William C. Collett  
| |  |                           
| |  | Title: Treasurer          
| |  |                           

|                                      |  |                                            
|------------------------------------- |  | -------------------------------------------
|Percentage of Principal of Notes Held |  | Noteholders:                               
|                                      |  |                                            
|66.7%                                 |  | THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA

| |  |                             
| |  | ----------------------------
| |  | By: /s/ Joseph Y. Alouf     
| |  |                             
| |  | Name: Joseph Y. Alouf       
| |  |                             
| |  | Title: Senior Vice President
| |  |                             

|     |  |                             
|---- |  | ----------------------------
|3.3% |  | PRUCO LIFE INSURANCE COMPANY

| |  |                             
| |  | ----------------------------
| |  | By: /s/ Joseph Y. Alouf     
| |  |                             
| |  | Name: Joseph Y. Alouf       
| |  |                             
| |  | Title: Senior Vice President
| |  |                             

|    |  |                                                
|--- |  | -----------------------------------------------
|30% |  | TRANSAMERICA LIFE INSURANCE AND
ANNUITY COMPANY

| |  |                         
| |  | ------------------------
| |  | By: /s/ Bill Henricksen 
| |  |                         
| |  | Name: William Henricksen
| |  |                         
| |  | Title: Vice President   
| |  |