Exhibit 10.28.1

                                    AGREEMENT

     Agreement between Ben & Jerry's  Homemade,  Inc. (the "Company") and Robert
Holland, Jr. (the "Executive") dated October 21, 1996.

     WHEREAS, the parties wish to record certain  understandings with respect to
the  Executive's  termination of employment  from the Company in the mutual best
interests  of the  Company  and  the  Executive,  and to  amend  the  Employment
Agreement  between  the  parties  dated  January  30,  1995 and the Option  made
effective January 30, 1995.

     NOW THEREFORE,  in  consideration of those premises and the mutual promises
set forth below the parties each agree as follows:

     1.   Notwithstanding  the  provisions  of the  Employment  Agreement  dated
          January  30,  1995 and the Option  effective  January  30,  1995,  the
          following  severance shall be paid by the Company upon the Executive's
          mutually acceptable termination of employment by resignation effective
          October 31, 1996:

          (a)  Continued  monthly  salary,  at the annual  rate in effect on the
               date hereof, through January 30, 1998;

          (b)  Bonus for 1996,  payable by January 2, 1997 in an amount equal to
               $100,000;

          (c)  Options for an aggregate of 80,000 shares,  which were granted in
               January,  1995,  will be vested and  exercisable up through April
               30, 1997;  and all other  options  terminate on October 31, 1996,
               other than the option for 25,000 shares granted in January,  1995
               which vest in the fifth year under the  Employment  Agreement and
               which will  either (i)  terminate  on  October  31,  1996 or (ii)
               receive  accelerated vesting (and hence be exercisable up through
               April 30, 1997), as to be determined by the Board of Directors at
               its  meeting on October 24,  1996.  The two year  holding  period
               requirement  in  Section 4 of the  Option  on the stock  that the
               Executive may purchase upon any exercise of the options is hereby
               deleted.

          (d)  Participation   in  the  Company's   life  insurance  and  health
               insurance  plans  shall  continue  on the  current  basis for the
               shorter of one year,  from October 31, 1996, or the  commencement
               of new employment for the Executive  which provides the Executive
               with eligibility to participate in comparable plans.

          In the event of the  Executive's  death  prior to the making of all of
          the above payments to the Executive,  the above payments shall be made
          to his estate (or as he may have  otherwise  directed  the  Company in
          writing);  and any options that are exercisable after October 31, 1996
          may be  exercised  by his estate as provided in the  Company's  Option
          Plan.

     2.   The Executive  hereby delivers his resignation  effective  October 31,
          1996 as an officer of the Company.  The Executive shall, in accordance
          with his wishes and at the request of the  Company,  remain a director
          of the  Company  until  the 1997  Annual  Meeting,  to  assist  in the
          transition  to a new CEO. In addition,  at his wish and in  accordance
          with  the  request  of  the  Company,  and  in  consideration  of  the
          foregoing,  the Executive shall be available through January 30, 1998,
          for reasonable  consultation and services to be performed on behalf of
          the   Company   with    respect   to    marketing/franchising/supplier
          relationships  of the Company with minority  individuals and also with
          respect to such other  matters as may be mutually  agreed  between the
          Company and the  Executive.  Such  consultation  and services shall be
          performed at such times,  given the  Executive's  schedule,  as may be
          mutually  convenient  and agreed,  but not more than 4 days per month.
          The  Executive's  reasonable  travel and other business  expenses as a
          director and in performing  such  services  shall be reimbursed by the
          Company  in  accordance  with the  Company's  regular  procedures  for
          expense reimbursement.

          The  Company  will  consider  an  additional  bonus  to be paid to the
          Executive (or to his estate in the event of his death) in an amount to
          be  determined  to the  Executive,  depending  on the  success  of the
          Executive's efforts in the marketing/franchising/supplier area.

     3.   The  Executive  shall be entitled to keep without  charge the computer
          presently  furnished to him by the Company.  The Company  shall assume
          the  Executive's  Vermont  apartment  lease  obligation at $1,800 plus
          utilities  per month,  not  exceeding  eight (8) months  from the date
          hereof.

     4.   All other  provisions  in the  Employment  Agreement  and the  Option,
          including covenant not to compete, shall remain applicable.

     5.   The parties shall exchange mutual releases for all claims,  other than
          the ongoing  obligations  after the date hereof,  under the Employment
          Agreement and the Option, all as amended by this Agreement.

     IN WITNESS WHEREOF,  each of the parties has executed this Agreement on the
day set forth above.


                                                 BEN & JERRY'S HOMEMADE, INC.



/s/Robert Holland, Jr.                               By:/s/Frances Rathke
   Robert Holland, Jr.                                     Frances Rathke