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                            [HORIZON LETTERHEAD]

                            AMENDED AND RESTATED
                            EMPLOYMENT AGREEMENT

November 11, 1999


Charles F. Marcy
11500 Brookwood Boulevard
Leawood, Kansas 66211
913-663-2963


Dear Chuck,

It is my extreme pleasure to confirm our offer of employment as President and
Chief Operating Officer for Horizon Organic Holding Corporation (HOH)
pursuant to this Amended and Restated Employment Agreement which shall
supercede and replace in its entirety the Employment Agreement, dated as of
November 4, 1999, between you and the Company. This is a full-time, exempt
position reporting to Barney Feinblum, Chief Executive Officer. The details
of our employment offer to you are confirmed below:

                       EMPLOYMENT TERMS AND CONDITIONS

TERMS:

1.  EFFECTIVE DATE OF HIRE: November 29, 1999

2.  BASE SALARY:  $9,615.39 per pay-cycle with 26 pay cycles per year
    ($250,000.14 if annualized). You will have annual compensation reviews
    that are performance/merit based, scheduled on the anniversary of your hire
    date. The Compensation Committee of the Board will determine annual merit
    increase compensation adjustments.

3.  SUCCESSION: The position of President and Chief Operating Office is
    identified as the successor to the Chief Executive Officer position. The
    succession to President/CEO is scheduled concurrent with the May 21, 2000,
    Shareholder's meeting.

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    At the time your position and responsibilities are elevated to President /
    CEO, your base compensation will be increased from $9,615.39 per pay
    cycle to $10,577.00 per pay cycle ($275,002.00 if annualized).

4.  BOARD OF DIRECTORS: The positions of President / COO as well as President /
    CEO are identified as members of the HOH Board of Directors.

5.  BONUS: As President / COO, you will participate in the Horizon Organic
    Dairy Bonus Compensation Plan at 45% of base salary at target performance,
    with a maximum potential bonus of 90% of base salary for extraordinary
    performance. Your bonus consideration for 1999 will be prorated from date
    of hire to December 31, 1999.

    At the time you are promoted to President / CEO, you will participate in
    the BCP at 55% of base salary at target performance, with a maximum
    potential bonus of 110% of base salary for extraordinary performance.

    Bonus consideration is based on a combination of corporate and individual
    performance factors, the details of which will be mutually determined by
    you and the CEO during your service as President / COO and mutually
    determined by you and the Board during your service as President / CEO.

6.  PAID TIME OFF: You will accrue Paid Time Off (PTO) at the rate of 26 days
    per employment year. You will have an additional 10 days of PTO in your PTO
    on your date of hire.

7.  STOCK OPTIONS: On your start date, you will be awarded, in accordance
    with the Horizon qualified Equity Incentive Plan, a vesting stock option to
    purchase 150,000 shares of HOH common stock at the strike price at the
    close of business on the day of the signed Employment Agreement or the
    strike price on your start date, whichever is the lower PLUS 50,000
    restricted stock options of HOH common stock at 85% of the strike price at
    the close of business on the day of the signed Employment Agreement or the
    strike price on your start date, whichever is lower. At the time you are
    promoted to President / CEO you will receive additional 50,000 options at
    the fair market value at that time. All of the stock options described in
    this paragraph 7 are referred to in this letter agreement as the "Stock
    Options."

    Except as provided otherwise in this paragraph 7, the Stock Options will
    vest at 25% per year on the anniversary date of the award with a 5-year
    exercise period. In the event of a Change of Control of HOH, the Stock
    Options immediately shall become exercisable in full. A "Change in Control"
    of HOH shall be deemed to have occurred if (i) any person (as such term is
    used in Sections 13(d) and 14(d) (2) of the Securities and Exchange Act of
    1934 (the "Exchange Act")), other than HOH, is or becomes the beneficial
    owner (as defined in Rule 13D-3 under the Exchange Act), directly or
    indirectly, of 50% or more of the combined voting

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    power of the outstanding shares of capital stock of HOH entitled to vote
    generally in the election of directors (calculated as provided in Rule
    13d-3(d) under the Exchange Act in the case of rights to acquire capital
    stock), whether by means of a tender offer or exchange offer, Transaction
    or otherwise; or (ii) the Board or stockholders of HOH approve a
    Transaction. A "Transaction" is: a) any consolidation or merger of HOH
    other than a merger solely to effect a reincorporation or a merger of HOH as
    to which stockholder approval is not required pursuant to Sections 251(f)
    or 253 of the Delaware General Corporation Law; or b) any sale, lease,
    exchange or other transfer (in one transaction or a series of related
    transactions) of 50% or more of the assets of HOH.

8.  BENEFITS: You will be eligible to participate in all company benefits
    including:

    -  Wellness and insurance (life, short- and long-term disability,
       medical, dental and vision), from first day of employment providing you
       complete the required enrollment forms within the first 30 days of
       employment.

    -  401-K program with eligibility for participation to commence after one
       year of regular full-time employment. Enrollment windows are available
       at the beginning of each quarter following one year of employment.

       The 401-K plan is currently being restructured for a January 2000
       implementation. Among other changes, we are evaluating the acceleration
       of participation eligibility.

    -  Employee stock purchase plan after a 90 days of regular full-time
       employment with enrollment periods of July 1st and January 1st of each
       year.

9.  MOVING ALLOWANCE: HOH will reimburse you (or pay on your behalf) all
    costs related to your relocation to Colorado up to $100,000.00 for related
    relocation expenses, such as realtor fees/closing costs on the
    sale/purchase of your home, house-hunting trips to Colorado, temporary
    housing, living expenses, etc.

10. SEVERANCE: HOH agrees to pay, as severance, contingent upon the execution
    of a release and non-compete agreement, 18 months of base salary at the
    base salary rate in effect at the time of termination in the form of
    salary continuation (39 pay cycles) with the exception of termination for
    cause or voluntary termination (such severance payment referred to herein
    as the "Severance"). The release agreement will be full and final; the
    duration of the non-compete will be equal to the duration of the
    severance/salary continuation, i.e., 18 months and will be limited in
    scope to the organic products industry.

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CONDITIONS:

TERMINATION WITHOUT CAUSE: HOH will have the right to terminate employment
at any time without 'cause'. In such event, contingent upon the execution of
a release and non-compete agreement, HOH agrees to pay the Severance and the
pro rata portion of your bonus from January 1st of the year in which the
termination occurred to the termination date based upon year end plan
achievement, paid out at the same time as other bonus plan participants.

VOLUNTARY TERMINATION: You may voluntarily terminate employment at any time,
after which no further compensation shall be paid, nor will there be any
entitlement to Severance. However, HOH agrees to pay, at the same time as
other bonus plan participants, your bonus on a prorated basis based upon
year-end plan achievement. Should you decide to voluntarily terminate
employment with HOH, you agree to give at least 30 days notice of resignation.

In the event of a Change of Control of HOH or significant change in
responsibilities, you will have the right to receive the Severance upon your
voluntary termination.

TERMINATION FOR CAUSE: HOH will have the right to terminate for 'cause' if a
written notification has been given and curative solution has not been
reached within 15 days of notification. For these purposes, 'cause' shall be
found to exist if you have been convicted of a felony, committed an act
involving the misappropriation of funds of HOH or any other act which in the
reasonable judgement of HOH is deliberately intended to bring harm or injury
to the business or property of HOH. In the event of termination for cause,
there will be no further compensation, bonus, or severance compensation. You
will be entitled to all compensation, benefits and unreimbursed expenses
accrued through the date of termination.

COMPANY POLICIES: Throughout your employment, you will be expected to abide
by all of the company's policies, procedures and code of conduct.

This offer is contingent upon your ability to provide Horizon Organic Dairy
the necessary I-9 information documenting your right to work in the U.S.A.

Chuck, we are very excited about your joining our team and are looking
forward to working with you. We are confident that you will make a
significant contribution to our business. Welcome to Horizon Organic Dairy!

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Please indicate your acceptance of this Amended and Restated Employment
Agreement by signing below and returning one original to Human Resources.

Sincerely,

/s/ Gary Merriman

Gary Merriman
Vice President, Human Resources

Accepted: /s/ Charles F. Marcy
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Declined:
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