Exhibit 10.18

EMPLOYMENT AGREEMENT FOR SENIOR EXECUTIVE

HORIZON ORGANIC HOLDING CORPORATION, a Delaware corporation ("HOH" or the "Company"), agrees withKevin O'Rell("EXECUTIVE") as follows ("Agreement") effective the 1st day of May, 2001.

1.    PURPOSE. EXECUTIVE is currently serving at will asVice President R&D/QAof HOH. The parties desire to set forth the terms of EXECUTIVE's employment by HOH in this written agreement.

2.    EMPLOYMENT. HOH employs EXECUTIVE, and EXECUTIVE agrees to be employed, asVice President
R&D/QAof HOH. HOH may from time to time designate other or additional functions for EXECUTIVE with HOH as deemed appropriate by HOH and its subsidiaries, as applicable.

3.    DUTIES. During the term hereof, EXECUTIVE will devote substantially all of his full time and effort to the business of HOH
and its subsidiaries. Upon the approval of the CEO of HOH, EXECUTIVE shall have the right to devote reasonable time to participation in trade and professional associations, support of community
activities, and service on boards of directors of other corporations; provided, however, that while employed with HOH, EXECUTIVE shall not be employed by any other company, individual or entity on a
full- or part-time basis, nor shall he serve as an independent contractor or a paid consultant. The parties intend that EXECUTIVE's initial duties hereunder shall primarily
involve duties of the type normally associated with a managerial position in an organization of the size and type of HOH. HOH may modify, reduce and/or eliminate EXECUTIVE's duties and objectives at
its reasonable discretion from time to time, provided that at no time will EXECUTIVE be required to perform duties or to meet objectives which are inconsistent with or inappropriate for a member of
senior management of HOH. EXECUTIVE shall abide by all of HOH's policies, procedures and code of conduct as adopted by HOH in its sole discretion from time to time.

4.    BASE COMPENSATION. EXECUTIVE shall receive compensation from HOH as follows:



5.    INCENTIVE COMPENSATION. EXECUTIVE shall participate in the HOH Bonus Compensation Plan in accordance with Plan guidelines
established from time to time by the HOH Board of Directors or Compensation Committee.

6.    BENEFITS. EXECUTIVE will receive26days of Paid Time Off (PTO) in
accordance with the Horizon PTO Plan during each year in which this Agreement remains in effect, plus such Company holidays as are recognized by Horizon, not to exceed 10 days per year.
EXECUTIVE will be entitled to participate in any Senior Executive benefit plans provided to employees of HOH. Except as set forth below, all benefits except those provided by law, shall cease at the
termination of this Agreement.

7.    STOCK RIGHTS. HOH agrees to grant or has granted to EXECUTIVE the following stock option rights under the HOH 1998 Equity
Incentive Plan:



In
the event EXECUTIVE'S employment with the Company is terminated at any time within a two year period following a Change in Control (as defined in the 1998 Horizon Organic Holding Corporation
Long-term Incentive Plan) either by the Company without Cause or by the EXECUTIVE with Reason (as defined below), all unvested stock options awarded to EXECUTIVE prior to such termination shall immediately vest and become exercisable in full. As used herein, "Reason" shall mean
(I) any reduction in EXECUTIVE'S annual or incentive pay or benefits in effect from time to time which is not part of an overall cost reduction or savings plan applicable to all similarly
situated executive officers of the Company, (II) any significant reduction in the nature or status of the EXECUTIVE'S duties or responsibilities, or (III) a transfer of the EXECUTIVE'S
principal place of employment to a metropolitan area other than that of the EXECUTIVE'S employment immediately prior to the Change of Control without the EXECUTIVE'S consent.

8.    TERMINATION OF EMPLOYMENT. EXECUTIVE and HOH each acknowledge that either Party has the right to terminate EXECUTIVE's
employment with HOH pursuant to the following:



9.    NON-COMPETITION OBLIGATIONS. In consideration of his employment by HOH and the Severance Pay to be paid to
EXECUTIVE, EXECUTIVE agrees that during his employment, and for a period (the "Restrictive Covenant Period") after the termination or expiration of his employment with HOH, he will not, without first
obtaining the express written consent of HOH, own more than 5% of the outstanding stock of a publicly-traded Competitive Company (as defined below) or any stock of a privately held Competitive
Company, or participate in the financing, operation, management or control of, any Competitive Company. A "Competitive Company" is a person, firm, corporation, or business located in the United States
that is primarily engaged in the production or wholesale distribution of organic products. EXECUTIVE further agrees that he will not induce any employee of HOH to leave the employ of HOH for a period
of twenty-four months after the termination or expiration of his employment with HOH. The Restrictive Covenant Period shall be a period of time equal to 1multiplied by the period of time for which
Severance Pay is to be paid. This paragraph 9 shall survive the termination or expiration of this
Agreement for any reason.

10.  ASSIGNMENT OF INTELLECTUAL PROPERTY. All processes, inventions, patents, copyrights, trademarks, and other intangible
rights (collectively "Intellectual Property") that may be conceived or developed by EXECUTIVE, either alone or with others, during the term EXECUTIVE's employment whether or not conceived or developed
during EXECUTIVE's working hours, and with respect to which the equipment, supplies, facilities, products, or trade secret information of Company was used, or that relate at the time of conception or
reduction to practice of the Intellectual Property to the business of the Company or to Company's actual or demonstrably anticipated research and development, or that result from any work performed by
EXECUTIVE for Company, will be the sole property of Company and EXECUTIVE hereby assigns to the Company all of EXECUTIVE's right, title, and interest in and to such Intellectual Property. EXECUTIVE
must disclose to Company all inventions conceived during the term of employment, whether or not the Intellectual Property constitutes property of Company under the terms of the preceding sentence, but
such disclosure shall be received by Company in confidence. EXECUTIVE must execute all documents, including patent applications and assignments, required by Company to establish Company's rights under
this paragraph 10.

11.  CONFIDENTIALITY. By virtue of EXECUTIVE's employment by Company, EXECUTIVE will have access to trade secrets and
confidential information about Company, its products, its customers, its costs, its pricing, and its methods of doing business (the "Confidential Information"). During and after
the termination of EXECUTIVE's employment by the Company, EXECUTIVE may not directly or indirectly disclose or use any such Confidential Information; provided, that EXECUTIVE will not incur any
liability for disclosure of information which (i) is required in the course of EXECUTIVE's employment by the Company, (ii) was permitted in writing by the Company's CEO, or
(iii) is within the public domain or comes within the public domain without any breach of this Agreement.

12.  ENFORCEMENT. HOH and EXECUTIVE agree that any violation or threatened violation of paragraphs 9, 10, and 11 of this
Agreement could cause immediate and irreparable harm to HOH for which monetary damages would be inadequate and difficult to ascertain. The parties therefore agree that, upon the existence of any such
violation or threatened violation, provided that HOH has paid and continues to pay EXECUTIVE his salary, bonus, and benefits as required hereunder, and to honor EXECUTIVE's stock option rights, if
any, HOH may cease any further severance payments and benefits participation, obtain a temporary restraining order, preliminary injunction, or other appropriate form of equitable relief from any court
of competent jurisdiction. Such relief shall be in addition to and not substitution for any monetary damages to which HOH might otherwise be entitled.

13.  CONTROLLING AGREEMENT. This Agreement supersedes and replaces in its entirety all prior agreements and understandings
between HOH and EXECUTIVE relating to EXECUTIVE's employment by HOH.

14.  MISCELLANEOUS.



Executed
effective the day and year first set forth above.

|HORIZON ORGANIC HOLDING CORPORATION |                     | EXECUTIVE
|----------------------------------- | ------------------- | ---------
|By:                                 | /s/CHARLES F. MARCY |          
|Title:                              | President & CEO     |          
|Date:                               | 6-21-01             |          



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