EXHIBIT 10.43

                              EMPLOYMENT AGREEMENT

         This Agreement  (together with all exhibits  hereto,  the  "Agreement")
made in  Burlington,  Vermont by and between Ben & Jerry's  Homemade,  Inc. (the
"Company"),  a Vermont  corporation  with its principal  place of business at 30
Community Drive, South Burlington,  Vermont 05403-6828,  and Michael A. Sands of
28 Grove Lane,  Bronxville,  New York 10708 (the  "Executive"),  effective as of
June 25, 1999 (which is referred to herein as the "Effective Date").

         WHEREAS, subject to the terms and considerations hereinafter set forth,
the Company wishes to employ the Executive as its Senior  Director of Marketing,
and Executive wishes to accept such employment;

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
mutual promises, terms, provisions,  and conditions set forth in this Agreement,
the parties hereby agree:

         1.       Employment.

         a.  Employment by the Company.  Executive  agrees to be employed by the
Company  for the  Term of this  Agreement  upon the  terms  and  subject  to the
conditions  set forth in this  Agreement.  Executive  shall  serve as the Senior
Director of Marketing ("SDM" ) of the Company, commonly referred to by the title
Chief Marketing Officer,  and shall have such duties as may be prescribed by the
Chief  Executive  Officer ("CEO") and Executive shall serve in such other and/or
additional  position(s) as the CEO may determine  from time to time.  During the
Term of this Agreement the SDM shall report directly to the CEO; and,  initially
during his  employment  with the Company,  he shall also report to the Company's
Senior Director of Sales for the Company.

         b.  Performance  of  Duties.  Throughout  the  Term of this  Agreement,
Executive  shall  faithfully  and  diligently  perform   Executive's  duties  in
conformity with the directions of the CEO and will serve the Company to the best
of Executive's ability.  Executive shall devote Executive's entire working time,
attention  and energies to the  business and affairs of the Company,  subject to
vacations and sick leave in accordance with Company's policy.

         c. Place of Performance.  During the Term of this Agreement,  Executive
shall be based in the Company's offices in Burlington,  Vermont.  Executive will
be at the Company's principal place of business in South Burlington, Vermont and
be ready,  willing,  and able to perform his duties hereunder no later than July
28, 1999, hereinafter referred to as the "Start Date."

         2. Term.  Subject to earlier  termination  as hereafter  provided,  the
Executive's employment hereunder shall be for a term of three (3) years and five
days,  commencing on the Effective Date herein and ending thirty-six (36) months
thereafter on June 30, 2002. If the Company  elects not to renew this  Agreement
it shall do so by notifying  Executive six (6) months before the end of the Term
of the Company's intention in that regard.

         3. Compensation and Benefits. As full and complete compensation for all
services   performed  by  the  Executive  and  subject  to  performance  of  the
Executive's obligations:

         a. Base Salary.  The Company  agrees to pay the Executive a base salary
("Base  Salary")  at the  annual  rate  of Two  Hundred  Five  Thousand  Dollars
($205,000 and 00/100), commencing on the Start Date, and payable in installments
consistent  with the Company's  payroll  practices and schedule,  as established
from time to time.  The Executive will be subject to annual merit salary reviews
by the CEO.

         b. One Time Guaranteed  Award. On the Start Date, the Company agrees to
pay to the Executive, provided the Executive is then in the active employ of the
Company,  the sum of Thirty-Five Thousand Dollars ($35,000 and 00/100) (less all
applicable deductions and withholdings). This sum will be made to Executive as a
payment to "make whole" the Executive for certain stock options he is forfeiting
with his present employer. This is a one-time payment obligation of the Company.

         c. Annual Bonus.  The Executive shall be entitled to participate in the
Company's discretionary annual bonus pool, as currently practiced, and as may be
changed from time to time,  with respect to the members of the Company's  Office
of the CEO,  provided that, for calendar year 1999 only,  Executive shall (i) be
treated as though he worked for the Company for entire  calendar year 1999,  and
(ii) receive a minimum bonus of $50,000 (Fifty Thousand  Dollars and 00/100),  a
portion of which is to "make whole" the  Executive  for certain sums of money in
the form of bonus  compensation that he is forfeiting with his present employer.
The parties hereby agree that for all other years under this contract,  there is
no guarantee of a minimum  bonus.  Notwithstanding  the  foregoing,  the parties
hereby  acknowledge  that the CEO is in the  process of  developing  an Elective
Management  Incentive Pool ("EMIP").  The EMIP is not presently finalized but is
in the process of being  prepared for  submission  and approval of the Company's
Board of Directors.  The parties  agree that if Executive is employed  hereunder
when  such plan is  adopted,  Executive  will  participate  therein  and will be
treated in accordance with his position and the terms of the EMIP

         d. Other  Benefits.  The Executive shall be entitled to participate in,
to the extent  Executive  is otherwise  eligible  under the terms  thereof,  the
employee benefit plans and programs of the Company, and receive the benefits and
perquisites,   generally   provided  to   executives   of  the  same  level  and
responsibility as Executive. Nothing in the Agreement shall preclude the Company
from  terminating  or amending  from time to time any  employee  benefit plan or
program.  Executive shall be entitled to three weeks' of vacation leave per year
during  the term of this  Agreement;  at  least  one  week of the  first  year's
entitlement  may be taken  prior to January 1, 1999.  Thereafter,  the amount of
vacation leave may be increased to reflect  Employee's  length of service to the
Company.

         e. Business Expenses. Upon submission of itemized expense statements in
the  manner   specified  by  the  Company,   Executive   shall  be  entitled  to
reimbursement for reasonable travel and other reasonable  business expenses duly
incurred by the Executive in the  performance of  Executive's  duties under this
Agreement.  Such  reimbursement  shall be in  accordance  with the  policies and
procedures  established  by the Company from time to time and for  executives of
the same level and responsibility as Executive.

         f.  Relocation  Expenses.  The Company will reimburse the Executive for
the  following  relocation  expenses that he incurs within twelve (12) months of
the Start Date:  (i) Closing  costs on selling the  Executive's  existing  home,
including  sales  commission  and legal  fees,  not to exceed  $15,000  (Fifteen
Thousand Dollars and 00/100); (ii) the costs of the Executive's monthly mortgage
payments on his existing  home,  for a period of four  months,  should he not be
able sell it within six months' of the Start Date  provided that he has actively
marketed his home in a manner  consistent with the  recommendations  of the Home
Marketing  Assistance  program;  (iii)  Expenses to move and store all household
goods,  not to exceed  $8,000;  (iv) Interim  reasonable  and  necessary  living
expenses for ninety (90) days;  (v) Weekly  travel costs for  roundtrip  airfare
from Burlington,  Vermont to Executive's  existing home in Bronxville,  New York
over the 26  (twenty-six)  week  period  immediately  following  the Start  Date
provided that  reservation  and fares shall be arranged in  accordance  with the
Company's travel policy and procedures,  and  reimbursement  from the Company to
the Executive shall be to the limits established  thereunder;  (vi) Expenses for
up to two (2)  house-hunting  trips for the Executive and his wife including air
fare, lodging, meals and rental car; and (vii) Closing costs on any new purchase
of the Executive's  primary  residence,  including standard mortgage points (not
buy down  interest rate  expenses)  and legal fees,  not to exceed $8,000 (Eight
Thousand Dollars and 00/100).  The Company is willing to consider  reimbursement
for any expenses which exceed the limitations  listed above,  should the cost of
relocation increase substantially for unforeseen reasons,  provided that the CEO
agrees in writing to the unforeseen costs in advance of the Executive  incurring
such  costs.  All  reimbursed  amounts  will be  grossed  up for  tax  purposes.
Executive  hereby  agrees to reimburse the Company for all  relocation  expenses
that are  reimbursed  to him if, in the first  twelve (12) months of  employment
after the Start  Date,  he should  voluntarily  resign his  employment  with the
Company  or  have  his  employment  terminated  by the  Company  for  Cause,  in
accordance with Paragraph 4 (b), below. Additionally, Executive hereby agrees to
reimburse the Company for all relocation expenses paid to him in accordance with
Paragraph 3(f)  (i)(ii)(iii) or (vii) if, within twelve months of  reimbursement
for these relocation expenses,  he should voluntarily resign his employment with
the Company or have his  employment  terminated  by the  Company  for Cause,  in
accordance with Paragraph 4 (b), below. In the event that Executive's employment
is terminated by the Company for any other reason,  in accordance with Paragraph
4 (d),  below,  the Company  hereby  acknowledges  that  Executive  shall not be
obligated to repay any relocation  expenses reimbursed to him in accordance with
Paragraph 3(f).

         g. Grant of Option and Terms  Thereof.  The Company hereby agrees that,
on June 25,  1999,  it will grant to  Executive,  pursuant to a separate  Option
Contract,  not granted under the 1995 Equity  Incentive  Plan,  but having terms
consistent with the Plan,  attached or to be promptly attached hereto as Exhibit
A, a  non-incentive  stock  option to purchase  35,000  shares of Class A Common
Stock of the  Company  ("Option  Shares")  exercisable  at the  market  price of
$26.5625.  The  Option  will  expire  10 years  from the date of grant  thereof.
Provided  that the  Executive is an employee in full  compliance  with terms and
conditions of the Contract,  the Option will be exercisable over a four (4) year
period of time  commencing  from the date of  grant,  with  one-fourth  becoming
exercisable on the first anniversary of the date of grant and an additional 1/48
of the shares  covered by this  Option on the last day of each month in the next
three years after said anniversary, commencing with the month of July 2000.

         h. No Other  Compensation or Benefits,  Payment.  The  compensation and
benefits specified in Sections 3 and 4 of this Agreement shall be in lieu of any
and all  other  compensation  and  benefits.  Payment  of all  compensation  and
benefits to Executive  hereunder  shall be made in accordance  with the relevant
Company  policies  in  effect  from  time  to  time,  including  normal  payroll
practices,  and shall be subject to all applicable  employment  and  withholding
taxes.

         i. Cessation of Employment.  In the event  Executive  shall cease to be
employed  by the  Company  for any reason,  then  Executive's  compensation  and
benefits  shall cease on the date of such event,  except as  otherwise  provided
herein or in any applicable employee benefit plan or program.

         4.       Termination of Employment.

         a. Termination.  The Company may terminate  Executive's  employment for
Cause (as defined below) or for any breach of this Agreement,  in which case the
provisions  of  Section  4(b)  shall  apply.  The  Company  may  also  terminate
Executive's  employment  in the  event of  Executive's  Disability  (as  defined
below),  in which case the  provisions of Section 4(c) shall apply.  The Company
may also  terminate the  Executive's  employment for any other reason by written
notice to Executive,  in which case the  provisions of Section 4(d) shall apply.
If  Executive's  employment  is  terminated  by  reason  of  Executive's  death,
retirement or voluntary  resignation,  then the provisions of Section 4(b) shall
apply.

b.  Termination  for  Cause;  Termination  by Reason of Death or  Retirement  or
Voluntary Resignation. In the event that the Executive's employment hereunder is
terminated  during the  Agreement  Term (x) by the Company for Cause (as defined
below),  or (y) by reason of Executive's death or retirement or (z) by reason of
Executive's voluntary  resignation,  then the Company shall pay to the Executive
or the  Executive's  designated  beneficiary  or,  if no  beneficiary  has  been
designated  by the  Executive,  to his estate (all as the specific case may be),
any Base Salary,  bonuses and incentives  that are earned but unpaid,  pro-rated
through any such termination under the Section 4(b) and payment or reimbursement
of business  expenses accrued prior to any act of termination under this Section
4(b). For purposes of this  Agreement,  "Cause" shall mean (i) conviction of any
crime  (whether  or not  involving  the  Company)  constituting  a felony in the
jurisdiction  involved;  (ii) conviction of any crime involving moral turpitude;
or (iii) a willful  and  material  breach of,  material  gross  negligence  with
respect  to, or the  willful or  repeated  failure  or  refusal to perform  such
reasonable  and lawful  duties as may be  delegated to Executive by the CEO, and
that as to any conduct  concerning this subsection  (iii),  that such conduct is
not  corrected by  Executive  within  fourteen  (14) days  following  receipt by
Executive of written notice from the CEO, such notice to state with  specificity
the nature of the breach, gross negligence, failure or refusal.

         c. Disability. If as a result of Executive's incapacity due to physical
or mental  illness,  Executive  shall have been absent from  Executive's  duties
hereunder  on a full time  basis for  either (i) one  hundred  and twenty  (120)
calendar days within any three hundred and sixty-five (365) calendar day period,
or (ii)  ninety  (90)  consecutive  calendar  days,  and if within  thirty  (30)
calendar days after written notice of termination is given  Executive  shall not
have returned to the performance of Executive's  duties hereunder on a full time
basis,  the Company may  terminate  the  Executive's  employment  hereunder  for
"Disability." In that event,  the Company shall pay to Executive,  within thirty
calendar (30) days of the date of such termination, only the Base Salary through
such date of termination. During any time period that Executive fails to perform
Executive's duties hereunder as a result of incapacity due to physical or mental
illness (a  "Disability  Period"),  Executive  shall  continue  to  receive  the
compensation  and  benefits  provided  by  Section  3 hereof  until  Executive's
employment  hereunder  is  terminated;  provided,  however,  that the  amount of
compensation  and benefits  received by Executive  during the Disability  Period
shall be reduced by the aggregate  amounts,  if any,  payable to Executive under
disability  benefit  plans and  programs  of the  Company  or under  the  Social
Security disability insurance program.

         d.  Termination  by  Company  for Any Other  Reason.  In the event that
Executive's  employment  hereunder  is  terminated  by the  Company  during  the
Agreement  Term for any reason  other than as provided in Sections  4(b) or 4(c)
hereof, then the Company shall pay to Executive,  within thirty (30) days of the
date of such termination,  the Base Salary through such date of termination and,
in lieu  of any  further  compensation  and  benefits  for  the  balance  of the
Agreement Term,  severance pay equal to one of the following  circumstances:  if
Executive is  terminated  within:  (t) the first month of the Term,  then eleven
(11)  months of Base  Salary;  (u) the second  month of the term,  then ten (10)
months of the Base Salary; (v) the third month of the Term, then nine (9) months
of the Base Salary;  (w) the fourth month of the Term,  then eight (8) months of
the Base Salary;  (x) the fifth month of the Term,  then seven (7) months of the
Base  Salary;  (y) the sixth month of the Term,  then six (6) months of the Base
Salary;  and (z) any time after the sixth month of the  commencement of the Term
but before the last six (6) months of the Term,  then six (6) months of the Base
Salary  (for  purposes  of  convenience  only,  the  respective  time period for
severance will be referred to as "Severance  Period").  The respective severance
payments  will be paid at the times and in the amounts  such Base  Salary  would
have been paid.  Under such  circumstances,  except as set forth below,  for the
balance of the respective  Severance  Period,  Executive  shall also continue to
participate in and receive the benefits and perquisites  provided for above (but
not  including  any  bonus  or  stock  options)  to the  same  extent  as if the
Executive's  employment  had not been  terminated,  if permitted by the employee
benefit plans in which  Executive  participated  at the time his  employment was
terminated; provided, however, that in the event that Executive shall breach any
of the duties, obligations,  and/or promises hereunder including but not limited
to Sections 5 and 7, in addition to any other  remedies  the Company may have in
the event Executive breaches this Agreement,  the Company's  obligation pursuant
to this Section 4(d) to continue  such salary,  benefits and  perquisites  shall
cease and Executive's right thereto shall terminate and shall be forfeited.

         e. No Further  Liability;  Release.  Other than paying Executive's Base
Salary through the date of termination of Executive's  employment and making any
severance  payment and continuing  benefits and  perquisites  pursuant to and in
accordance with this Section 4 (as  applicable),  the Company and its directors,
officers,  employees,  subsidiaries,   affiliates,   stockholders,   successors,
assigns,  agents  and  representatives  shall  have  no  further  obligation  or
liability to Executive  or any other  person under this  Agreement.  The Company
shall have the right to condition  the payment of any severance or other amounts
pursuant to  Sections  4(c) or 4(d) hereof  upon  delivery by  Executive  to the
Company of a release in form and  substance  satisfactory  to the Company of any
and all  claims  Executive  may have  against  the  Company  and its  directors,
officers,  employees,  agents and  representatives  arising out of or related to
Executive's employment by the Company and termination of such employment.

         5.       Confidential Information.

         a. The  Executive  will comply with the policies and  procedures of the
Company and its Subsidiaries for protecting  Confidential  Information and shall
never disclose to any Person  (except as required by applicable  law) or use for
his own benefit or gain, any Confidential  Information obtained by the Executive
incident to his employment or other  association  with the Company or any of its
Subsidiaries.  The Executive understands that this restriction shall continue to
apply  after  his  employment  terminates,  regardless  of the  reason  for such
termination.

         b. All  documents,  records,  tapes and other  media of every  kind and
description  relating to the business,  present or otherwise,  of the Company or
its Subsidiaries and any copies, in whole or in part, thereof (the "Documents"),
whether  or not  prepared  by the  Executive,  shall be the  sole and  exclusive
property of the Company and its Subsidiaries.  The Executive shall safeguard all
Documents  and  shall  surrender  to the  Company  at the  time  his  employment
terminates  or at such  earlier  time or  times as the CEO or his  designee  may
specify, all Documents that are then in the Executive's possession or control.

         6. Assignment of Rights to Intellectual  Property.  The Executive shall
promptly  and fully  disclose  all  Intellectual  Property to the  Company.  The
Executive  hereby  assigns and agrees to assign to the Company (or as  otherwise
directed by the Company) the Executive's  full right,  title and interest in and
to all Intellectual Property. All copyrightable works that the Executive creates
shall be considered "work made for hire."

         7. Restricted  Activities.  The Executive agrees that some restrictions
on his  activities  during and after his employment are necessary to protect the
goodwill, Confidential Information and other legitimate interests of the Company
and its Subsidiaries,  and that the agreed restrictions set forth below will not
deprive the Executive of the ability to earn a livelihood.

         a. While the  Executive  is  employed  by the  Company and for one year
after his employment  terminates (the "Non-Competition  Period"),  the Executive
shall  not,  directly  or  indirectly,  whether  as  owner,  partner,  investor,
consultant, agent, employee,  co-venturer or otherwise, compete with the Company
or any of its  Subsidiaries  within the  United  States,  or within any  foreign
country in which the Products are sold at the date of termination of employment,
or undertake any planning for any business  competitive  with the Company or any
of its Subsidiaries.

         b. The  Executive  further  agrees  that  while he is  employed  by the
Company and during the  Non-Competition  Period,  the Executive will not hire or
attempt to hire any employee of the Company or any of its  Subsidiaries,  assist
in such hiring by any Person,  encourage  any such  employee to terminate his or
her  relationship  with the  Company or any of its  Subsidiaries,  or solicit or
encourage any customer or vendor of the Company or any of its  Subsidiaries,  to
terminate its relationship with them, or, in the case of a customer,  to conduct
with any Person any  business  activity  which such  customer  conducts or could
conduct with the Company or any of its Subsidiaries.

         c. The provisions of this Section 7 shall not be deemed to preclude the
Executive  from  employment   during  the   Non-Competition   Period   following
termination of employment hereunder by a corporation,  some of the activities of
which are  competitive  with the  business of the  Company,  if the  Executive's
employment  does  not  relate,  directly  or  indirectly,  to  such  competitive
business,  and nothing  contained  in this Section 7 shall be deemed to prohibit
the  Executive,  during the  Non-Competition  Period  following  termination  of
employment  hereunder,  from  acquiring  or  holding,  solely as an  investment,
publicly  traded  securities  of any  competitor  corporation  so  long  as such
securities  do  not,  in  the  aggregate,  constitute  one-half  of  1%  of  the
outstanding voting securities of such corporation.

         8.  Enforcement of Covenants.  The Executive  acknowledges  that he has
carefully read and  considered  all the terms and conditions of this  Agreement,
including  the  restraints  imposed  upon him  pursuant  to  Sections 5, 6 and 7
hereof.  The  Executive  agrees  that  said  restraints  are  necessary  for the
reasonable and proper  protection of the Company and its  Subsidiaries  and that
each and every one of the restraints is reasonable in respect to subject matter,
length of time and geographic area. The parties further agree that, in the event
that any  provision of Sections 5, 6, 7 and 22 hereof shall be determined by any
court of  competent  jurisdiction  to be  unenforceable  by  reason of its being
extended  over too great a time,  too large a  geographical  area or too great a
range of activities, such provision shall be deemed to be modified to permit its
enforcement to the maximum extent permitted by law.

         9.  Indemnification.  The Company shall  indemnify the Executive to the
extent provided for the Company's officers, including its executive officers, in
its then current Articles of  Incorporation  or Bylaws.  The Executive agrees to
promptly notify the Company of any actual or threatened  claim arising out of or
as a result of his employment with the Company.

l0. Definitions.  Words or phrases which are initially capitalized or are within
quotation  marks  shall have the  meanings  provided  in this  Section 10 and as
provided  elsewhere  herein.  For  purposes  of  this  Agreement  the  following
definitions apply:

         a.  "Confidential  Information"  means any and all  information  of the
Company and its  Subsidiaries  that is not  generally  known by others with whom
they  compete or do  business,  or with whom they plan to compete or do business
and any and all  information  not readily  available  to the public,  which,  if
disclosed by the Company or its Subsidiaries would assist in competition against
them.  Confidential  Information  includes without  limitation such information,
including  but not limited to, plans,  proposals and ideas,  relating to (i) the
development,   research,  testing,  manufacturing,  plant  operation  processes,
marketing and financial  activities,  including costs, profits and sales, of the
Company and its Subsidiaries,  (ii) the Products and all formulas thereof, (iii)
the costs,  course of supply,  financial  performance and strategic plans of the
Company  and its  Subsidiaries,  (iv)  the  identity  and  special  needs of the
customers and suppliers of the Company and its Subsidiaries,  and (v) the people
and  organizations  with whom the Company  and its  Subsidiaries  have  business
relationships and those  relationships.  Confidential  Information also includes
comparable information that the Company or any of its Subsidiaries have received
belonging  to  others  or  which  was  received  by  the  Company  or any of its
Subsidiaries with any understanding that it would not be disclosed.

         b. "Intellectual Property" means inventions, discoveries, developments,
methods, processes, formulas,  compositions,  works, concepts and ideas (whether
or not patentable or  copyrightable  or constituting  trade secrets)  conceived,
made, created, developed, or reduced to practice by the Executive (whether alone
or with others, whether or not during normal business hours or on or off Company
premises)  during the Executive's  employment that relate to either the Products
or any prospective activity of the Company and its Subsidiaries.

         c. "Products" mean all products planned, researched, developed, tested,
manufactured, sold, licensed, leased or otherwise distributed or put into use by
the Company or any of its  Subsidiaries,  together with all services provided or
planned  by the  Company  or any of its  Subsidiaries,  during  the  Executive's
employment.

         11. Withholding.  All payments made by the Company under this Agreement
shall be reduced by any tax or other  amounts  required  to be  withheld  by the
Company under applicable law.

         12.  Assignment.  Neither the Company  nor the  Executive  may make any
assignment  of this  Agreement  or any interest  herein,  by operation of law or
otherwise,  without the prior written consent of the other;  provided,  however,
that in the event that the  Company  shall  hereafter  effect a  reorganization,
consolidate   with,  or  merge  into,  any  other  Person  or  transfer  all  or
substantially all of its properties or assets to any other person or entity, the
Company shall require such person or the  resulting  entity to assume  expressly
and agree to perform  this  Agreement  in the same manner and to the same extent
that the Company would be required to perform it.

         13.  Severability.  If any portion or provision of this Agreement shall
to any  extent  be  declared  illegal  or  unenforceable  by court of  competent
jurisdiction,  then the remainder of this Agreement,  or the application of such
portion  or  provision  in  circumstances  other than those as to which it is so
declared  illegal or  unenforceable,  shall not be  affected  thereby,  and each
portion and provision of this  Agreement  shall be valid and  enforceable to the
fullest extent permitted by law.

         14. Waiver. No waiver of any provision hereof shall be effective unless
made in writing and signed by the waiving party.  The failure of either party to
require the  performance  of any term or  obligation of this  Agreement,  or the
waiver by either  party of any breach of this  Agreement,  shall not prevent any
subsequent  enforcement  of such term or obligation or be deemed a waiver of any
subsequent breach.

         15.  Notice.  Any  and  all  notices,   requests,   demands  and  other
communications provided for by this Agreement, shall be in writing, and shall be
effective  when  delivered  in person or  deposited  in the United  States mail,
postage prepaid,  registered or certified, and addressed to the Executive at his
last known  address on the books of the Company or, in the case of the  Company,
at its  principal  place of  business,  attention  Chief  Executive  Officer and
President.

         16.  Entire  Agreement.  This  Agreement  and  its  Exhibits  A  and  B
constitute the entire agreement between the parties and supersedes all prior and
contemporaneous communications,  representations and understandings,  written or
oral, with respect to the terms and conditions of the Executive's employment.

         17.  Amendment.  This  Agreement  may be amended or modified  only by a
written  instrument  signed  by the  Executive  and by an  expressly  authorized
officer of the Company.

         18. Governing Law and Consent to Jurisdiction and Court Trial.  This is
a Vermont  contract and shall be construed and enforced under and be governed in
all respects by the laws of the State of Vermont, without regard to the conflict
of  laws  principles  thereof.  Each  of  the  Company  and  the  Executive  (i)
irrevocably  submits to the jurisdiction of the United States District Court for
the District of Vermont and to the  jurisdiction  of the state courts of Vermont
(Chittenden  County Superior and District Courts) for the purpose of any suit or
other  proceeding  arising  out of or based upon the  Agreement  or the  subject
matter hereof and agrees that any such proceeding shall be brought or maintained
only in such court, (ii) waives its or his right to a jury trial and agrees that
any such suit or other proceeding  arising out of or based upon the Agreement or
the subject  matter hereof shall be tried by the Court without a jury; and (iii)
waives, to the extent not prohibited by applicable law, and agrees not to assert
in any such proceedings, any claim that it is not subject to the jurisdiction of
the above-named courts, that he or it is immune from extraterritorial injunctive
relief  or  other  injunctive  relief,  that  any  such  proceeding  brought  or
maintained  in a court  provided  for  above  may  not be  properly  brought  or
maintained in such court, should be transferred to some other court or should be
stayed or dismissed by reason of the pendency of some other  proceeding  in some
other  court,  or that this  Agreement or the subject  matter  hereof may not be
enforced in or by such court.

         19. Other Obligations.  Executive  represents and warrants that neither
Executive's  employment  with the Company  nor  Executive's  performance  of his
obligations   hereunder   will   conflict  with  or  violate  or  otherwise  are
inconsistent with any other obligations, legal or otherwise, which Executive may
have.

         20. Cooperation.  Following termination of employment with the Company,
Executive  shall  cooperate  with the Company,  as requested by the Company,  to
effect a  transition  of  Executive's  responsibilities  and to ensure  that the
Company is aware of all matters being handled by the Executive.

         21. Protection of Reputation. During the Agreement Term and thereafter,
Executive  agrees  that he will  take no  action  which  is  intended,  or would
reasonably  be expected,  to harm the Company or its  reputation  or which would
reasonably  be  expected to lead to unwanted  or  unfavorable  publicity  to the
Company.

         22.  Remedies for Breach.  The parties  hereto agree that  Executive is
obligated under this Agreement to render personal  services during the Agreement
Term of a special,  unique,  unusual,  extraordinary and intellectual character,
thereby giving this Agreement  peculiar value,  and, in the event of a breach of
any covenant of Executive herein, the injury or imminent injury to the value and
the goodwill of the  Company's  business  could not be  reasonably or adequately
compensated  in damages in an action at law.  Accordingly,  Executive  expressly
acknowledges  that  the  Company  shall be  entitled  to  specific  performance,
injunctive relief or any other equitable remedy against  Executive,  without the
posting  of a bond,  in the  event of any  breach  or  threatened  breach of any
provision of this Agreement by Executive (including Sections 5, 6 and 7 hereof).
Without limiting the generality of the foregoing,  if Executive breaches Section
5, 6 or 7 hereof,  such breach will entitle the Company to enjoin Executive from
disclosing any  Confidential  Information to any competing  business,  to enjoin
such competing business from receiving  Executive or using any such Confidential
Information,  and/or to enjoin Executive from rendering  personal services to or
in  connection  with such  competing  business.  The rights and  remedies of the
parties hereto are  cumulative  and shall not be exclusive,  and each such party
shall be entitled to pursue all legal and  equitable  rights and remedies and to
secure  performance  of the  obligations  and  duties  of the other  under  this
Agreement,  and the  enforcement of one or more of such rights and remedies by a
party  shall in no way  preclude  such party from  pursing,  at the same time or
subsequently, any and all other rights and remedies available to it.

         23. Assistance in Proceedings, Etc. Executive shall, without additional
compensation, during and after expiration of the Agreement Term, upon reasonable
notice,  furnish such  information  and proper  assistance to the Company as may
reasonably be required and requested by the Company in connection with any legal
or  quasi-legal  proceeding,  including any external or internal  investigation,
involving the Company or any of its  subsidiaries  or affiliates or in which any
of them is, or may become,  a party Executive shall be entitled to reimbursement
for reasonable  travel and other reasonable  business  expenses duly incurred in
the  performance  of his  obligations  under  Paragraph 23, in  accordance  with
Paragraph 3 (e), above.

         24. Survival.  Cessation or termination of Executive's  employment with
the Company shall not result in  termination of this  Agreement.  The respective
obligations of Executive and the rights and benefits  afforded to the Company as
provided in this Agreement shall survive cessation or termination of Executive's
employment hereunder.  This Agreement shall not terminate upon, and shall remain
in full force and effect  following,  expiration of the  Agreement  Term and all
rights and  obligations  of the  parties  hereto as and to the  extent  provided
herein shall survive such expiration.

         IN WITNESS WHEREOF, this Agreement has been executed by the Company, by
its duly authorized  officer,  and by the Executive,  as of the date first above
mentioned.

                                     BEN & JERRY'S HOMEMADE, INC.


     /s/ Michael A. Sands            By: /s/Perry D. Odak
     --------------------            --------------------
     Michael A. Sands,               Perry D. Odak,
     Executive                       Chief Executive Officer and President