BEN & JERRY'S HOMEMADE, INC.

                       NON-STATUTORY STOCK OPTION CONTRACT

1.       GRANT OF OPTION

         Ben & Jerry's  Homemade,  Inc., a Vermont  corporation (the "Company"),
has granted, by vote of the Compensation  Committee of the Board of Directors of
the Company (the "Committee"),  to Michael Sands (the "Participant"),  an option
to  purchase  an  aggregate  of  35,000  shares  of Class A Common  Stock of the
Company,  $.033 par value  (the  "Common  Stock"  or the  "Stock")  (hereinafter
referred  to as the  "Option" or the  "Award"),  at a price of $24.25 per share,
purchasable  as set forth in and  subject  to the terms and  conditions  of this
Non-Statutory Stock Option Contract (the "Contract").  The Option is intended to
be a  non-statutory  stock option and is not an ISO. The effective date of grant
of this  Option is the day the  Participant  joins the  payroll  of the  Company
(hereinafter referred to as the "Grant Date").

2.       PURPOSE OF OPTION

         In granting this Option,  the Committee has determined  that the Option
will  advance  the  interests  of the  Company by  enhancing  its ability to (a)
attract  and  retain a  Participant  who is in a  position  to make  significant
contributions  to the  success  of the  Company  and  its  subsidiaries  and (b)
encourage this  Participant to take into account the long-term  interests of the
Company  through  ownership  of shares of the  Company's  Stock.  This Option is
granted to induce the Participant to join the Company as an employee.

3.       EXERCISE OF OPTION

         (a)  EXERCISE SCHEDULE

         Except as  otherwise  provided  in this  Agreement,  this Option may be
exercised  during  the  period  ending  ten (10)  years  after  the  Grant  Date
(hereinafter the "Expiration Date") on a cumulative basis as described below: on
and after one year from the date in July 2000 which is the first  anniversary of
the Grant Date as to 25% of the Option; and thereafter, as to an additional 1/48
of the Option on the last day of each month, commencing with the month of August
2000, so that the Option becomes 100% exercisable on July 31, 2003.

4.       ADMINISTRATION

         This Contract will be administered by the Compensation Committee of the
Board of Directors of the Company (the  "Committee").  The  Committee  will have
authority,  not inconsistent with the express  provisions of the Contract and in
addition to other authority  granted under the Contract,  to (a) grant Awards at

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such time or times as it may choose;  (b)  determine  the size of each Option or
other Award,  including the number of shares of Stock subject to the Award;  (c)
determine  the  type or  types  of each  Award;  (d)  determine  the  terms  and
conditions of each Award;  (e) waive  compliance  by a  Participant  (as defined
below) with any  obligations to be performed by the  Participant  under an Award
and waive any term or  condition  of an Award;  (f) amend or cancel an  existing
Award in whole or in part (and if an Award is canceled,  grant  another Award in
its place on such terms as the Committee shall specify but not by way of "option
repricing"  as  defined  in  Section  6), or settle any Award by paying the cash
value of the  Stock  otherwise  issuable,  except  that the  Committee  may not,
without the consent of the holder of an Award, take any action under this clause
with respect to such Award if such action would  adversely  affect the rights of
such holder; (g) prescribe the form or forms of instruments that are required or
deemed  appropriate  under the  Contract,  including  any  written  notices  and
elections required of the Participant,  and change such forms from time to time;
(h) adopt, amend and rescind rules and regulations for the administration of the
Contract; and (i) interpret the Contract and decide any questions and settle all
controversies and disputes that may arise in connection with the Contract.  Such
determinations  and actions of the Committee,  and all other  determinations and
actions of the Committee made or taken under authority  granted by any provision
of the Contract,  will be conclusive and will bind all parties.  Nothing in this
paragraph shall be construed as limiting the power of the Board or the Committee
to make adjustments  under Section 7.3 or Section 8.6. A majority of the members
of the  Committee  shall  constitute  a quorum,  and all  determinations  of the
Committee shall be made by a majority of its members.  Any  determination of the
Committee  under the  Contract  may be made  without  notice or  meeting  of the
Committee by a writing signed by a majority of the Committee members.

5.       SHARES SUBJECT TO THE CONTRACT

         Subject  to the  adjustment  as  provided  in Section  8.6  below,  the
aggregate  number of shares of Stock that may be  delivered  under the  Contract
will be 35,000. If any Award requiring  exercise by the Participant for delivery
of Stock  terminates  without  having been  exercised  in full,  or if any Award
payable in Stock or cash is satisfied  in cash rather than Stock,  the number of
shares of Stock as to which such Award was not  exercised  or for which cash was
substituted will be available for future grants.

         Stock  delivered  under  the  Contract  may be  either  authorized  but
unissued  Stock or previously  issued Stock  acquired by the Company and held in
treasury. No fractional shares of Stock will be delivered under the Contract

6.       THE OPTION

              Exercise  Price,  etc. The  exercise  price of the Option has been
determined  by the  Committee  to be 26.5625,  which is equal to the fair market
value of the stock on June 24,  1999,  the fair market value of the Stock at the
time of grant by the Committee.

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         The Committee may not, notwithstanding any other provision of the Plan,
reduce the exercise price of the Option at any time after the time of grant with
or without the consent of the Participant,  thereby prohibiting the cancellation
of higher priced Options and the reissue of lower priced Options, i.e. repricing
options. The Committee may at any time and from time to time accelerate the time
at which all or any part of the Option may be exercised.

         Any  exercise of the Option  must be in  writing,  signed by the proper
person and delivered or mailed to the Company,  accompanied by (1) any documents
required by the Committee and (2) payment in full in accordance  with  paragraph
(e) below for the number of shares for which the Option is exercised.

         Payment for Stock.  Stock  purchased  on exercise of the Option must be
paid for as  follows:  (1) in cash or by check  (acceptable  to the  Company  in
accordance  with guidelines  established for this purpose),  bank draft or money
order payable to the order of the Company, or (2) through the delivery of shares
of Stock  (which  in the case of Shares  acquired  from the  Company,  have been
outstanding  for at least six  months)  having a fair  market  value on the last
business day preceding the date of exercise equal to the purchase  price, or (3)
by delivery  of an  unconditional  and  irrevocable  undertaking  by a broker to
deliver  promptly to the Company  sufficient funds to pay the exercise price, or
(4) if so permitted by the instrument evidencing the Option (or by the Committee
on or after grant of the Option), by delivery of a promissory note of the Option
holder to the Company,  payable on such terms as are specified by the Board,  or
(5) by any combination of the permissible  forms of payment;  provided,  that if
the  Stock  delivered  upon  exercise  of the  Option  is an  original  issue of
authorized  but  unissued  Stock,  at  least  so much of the  exercise  price as
represents  the par value of such Stock must be paid in cash.  In the event that
payment of the Option price is made under (2) above,  the  Committee may provide
that the Option holder be granted an additional  Option  covering the numbers of
shares  surrendered,  at an exercise  price equal to the fair market  value of a
share of Stock on the date of surrender.

         Discretionary  Payments. If the market price of shares of Stock subject
to the  Option  exceeds  the  exercise  price of the  Option  at the time of its
exercise,  the  Committee  may cancel the Option and cause the Company to pay in
cash or in shares of Stock (at a price per share equal to the fair market  value
per share) to the person exercising the Option an amount equal to the difference
between  the fair  market  value of the Stock  which  would have been  purchased
pursuant to the exercise (determined on the date the Option is canceled) and the
aggregate  exercise price which would have been paid. The Committee may exercise
its  discretion  to take such action only if it has  received a written  request
from the person exercising the Option, but such a request will not be binding on
the Committee.

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   EVENTS AFFECTING OUTSTANDING AWARDS

         7.1. Death and Total or Permanent Disability

         If a  Participant  dies or is  totally  or  permanently  disabled,  the
following will apply:

              (a) All Options held by the Participant immediately prior to death
or total  or  permanent  disability,  as the case  may be,  to the  extent  then
exercisable,  may be exercised by the Participant's executor or administrator or
the  person  or  persons  to  whom  the  Option  is  transferred  by will or the
applicable  laws of descent  and  distribution,  at any time within the one year
period ending with the first anniversary of the Participant's death, or total or
permanent  disability,  as the case may be (or such shorter or longer  period as
the  Committee  may  determine),  and shall  thereupon  terminate.  In no event,
however,  shall the Option remain exercisable beyond the latest date on which it
could have been exercised  without regard to this Section 7. Except as otherwise
determined by the Committee, all Options held by a Participant immediately prior
to death or total or permanent disability, as the case may be, that are not then
exercisable  shall  terminate  at the  date  of  death  or  total  or  permanent
disability, as the case may be.

         7.2. Termination of Service (Other Than By Death or Disability).

         If a  Participant  who is an Employee  ceases to be an Employee for any
reason other than death or total or permanent disability, as the case may be, or
if there is a  termination  (other than by reason of death or total or permanent
disability,   as  the  case  maybe)  of  the  consulting,   service  or  similar
relationship in respect of which a non-Employee Participant was granted an Award
hereunder (such termination of the employment or other relationship being herein
referred to as a "Status Change"), the following will apply:

              (a) Except as otherwise  determined by the Committee,  all Options
held by the  Participant  that  were not  exercisable  immediately  prior to the
Status Change shall terminate at the time of the Status Change. Any Options that
were  exercisable  immediately  prior to the Status  Change will  continue to be
exercisable for a period of three months (or such longer period as the Committee
may determine), and shall thereupon terminate, unless the Option provides by its
terms for immediate  termination in the event of a Status Change.  If the Status
Change  results  from a discharge  for cause,  the Option will  terminate if the
Committee  so  determines  in  its  discretion   either  before  or  after  such
termination  of  employment.  In no  event,  however,  shall the  Option  remain
exercisable beyond the latest date on which it could have been exercised without
regard to this  Section  7. For  purposes  of this  paragraph,  in the case of a
Participant  who is an  Employee,  a Status  Change  shall not be deemed to have
resulted  by reason of (i) a sick  leave or other  bona  fide  leave of  absence
approved for purposes of the Plan by the  Committee,  so long as the  Employee's
right to reemployment is guaranteed either by statute or by contract,  or (ii) a
transfer  of  employment  between  the  Company  and  a  subsidiary  or  between
subsidiaries,  or to the employment of a corporation  (or a parent or subsidiary
corporation of such corporation)  issuing or assuming an option in a transaction
to which section 424(a) of the Code applies.

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         7.3 A    Change in Control Provision

         As used herein, a Change in Control and related  definitions shall have
the meanings as set forth in Section 7.3 C below.

         Immediately prior to the occurrence of a Change in Control,  the Option
shall  automatically   become  fully  exercisable  unless  the  Committee  shall
otherwise expressly provide at the time of grant.

         In addition to the  foregoing  and Section 6, the  Committee may at any
time prior to or after a Change in Control  accelerate the exercisability of the
Option.

         7.3 B    Certain Corporate Transactions.

         (a) In the event of a  consolidation  or merger in which the Company is
not  the  surviving   corporation  or  which  results  in  the   acquisition  of
substantially  all the Company's  outstanding Stock by a single person or entity
or by a group of persons and/or entities  acting in concert,  or in the event of
the complete liquidation of the Company or the sale or transfer of substantially
all of the Company's assets (a "Covered Transaction"), the Option will terminate
as of the  effective  date of the Covered  Transaction,  provided  that at least
twenty (20) days prior to the effective date of any such merger,  consolidation,
liquidation or sale of assets,  but subject to Paragraphs (c) and (d) below, the
Committee shall make the Option exercisable immediately prior to consummation of
such  Covered  Transaction  (to the extent  that the  Option is not  exercisable
immediately  prior to the  consummation of the Covered  Transaction  pursuant to
Section 7.3 A).

         (b) If the Option is subject to performance or other conditions  (other
than  conditions  relating  the mere passage of time and  continued  employment)
which will not have been satisfied at the time of the Covered  Transaction,  the
Committee may, in its sole discretion, remove such conditions. If it does not do
so however,  such Option will  terminate,  because the conditions  have not been
satisfied, as of the date of the Covered Transaction  notwithstanding  Paragraph
(a) above.

         (c) With respect to the outstanding Option held by the participant who,
following the Covered Transaction,  will be employed by a corporation which is a
surviving or acquiring corporation in such transaction or an affiliate of such a
corporation, the Committee may, in lieu of the action of the Committee described
in  Paragraphs  (a)  above  or in  addition  to  any  Option  being  exercisable
immediately prior to consummation of the Covered Transaction pursuant to Section
7.3A above, arrange to have such surviving or acquiring corporation or affiliate
assume the Option or grant to the Participant a replacement Option which, in the
judgment of the Committee, is substantially equivalent to the Option

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         7.3 C Change in Control and Related Definitions.

         A  "Change  in  Control"  shall  be  deemed  to  have  occurred  if the
conditions  set forth in any one of the  following  paragraphs  shall  have been
satisfied:

         (a)  any  Person  is or  becomes  the  Beneficial  Owner,  directly  or
indirectly,  of  securities  of the  Company  representing  35% or  more  of the
combined voting power of the Company's then outstanding securities; or

         (b)  during  any  period of not more than two  consecutive  years  (not
including  any  period  prior  to  October  26,  1994),  individuals  who at the
beginning of such period constitute the Board and any new director (other than a
director  designated  by a Person who has  entered  into an  agreement  with the
Company to effect a  transaction  described in Clause (a), (c) or (d) of Section
7.3 C) whose  election by the Board or nomination  for election by the Company's
stockholders  was  approved  by a  vote  of at  least  two-thirds  (2/3)  of the
directors then still in office who either were directors at the beginning of the
period or whose  election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof; or

         (c) the  shareholders of the Company approve a merger or  consolidation
of the Company with any other corporation, other than

              (1) a merger or  consolidation  which  would  result in the voting
     securities of the Company outstanding  immediately prior thereto continuing
     to  represent  (either by remaining  outstanding  or being  converted  into
     voting  securities  of the  surviving  entity) 60% or more of the  combined
     voting  power of the voting  securities  of the  Company or such  surviving
     entity outstanding immediately after such merger or consolidation, or

              (2)  a  merger  or   consolidation   effected   to   implement   a
     recapitalization of the Company (or similar transaction) in which no person
     acquires 35% or more of the combined  voting  power of the  Company's  then
     outstanding securities; or

         (d)  the  shareholders  of  the  Company  approve  a plan  of  complete
liquidation  of the Company or an agreement for the sale or  disposition  by the
Company of all or substantially all the Company's assets.

         Notwithstanding  the  foregoing  provisions  of this  Section  7.3C,  a
"Change in Control"  will not be deemed to have occurred  solely  because of (i)
the  ownership or  acquisition  of  securities  of the Company (or any reporting
requirement  under the Securities  Exchange Act of 1934) relating thereto) by an
employee  benefit plan maintained by the Company for the benefit of employees or
by ownership or  acquisition  (whether  accomplished  by merger,  consolidation,
purchase or otherwise) by any of Ben Cohen, Jerry Greenfield, Jeffrey Furman and
Perry Odak or their  "affiliates" or "associates"  (as such terms are defined in
Rule  12b-2  under the Act) or members  of their  families  (or trusts for their
benefit) or charitable  trusts  established  by any of them and/or other related
management group.

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     In the  foregoing  provisions  of this Section 7.3 C, the  following  terms
     shall have the meanings set forth below:

         "Person"  shall  have the  meaning  given in  Section  3 (a) (9) of the
Securities  Exchange Act of 1934,  as modified and used in Sections 13 9d and 14
(d) thereof; however, a Person shall not include

              (1) the Company or any controlled subsidiary of the Company,

     (2) a trustee  or other  fiduciary  holding  securities  under an  employee
     benefit plan of the Company or

              (3) a corporation  or other entity owned,  directly or indirectly,
by the  shareholders  of the Company in  substantially  the same  proportions as
their ownership of stock of the Company.

              "Beneficial  Owner"  shall have the meaning  defined in Rule 13d-3
under the Securities Exchange Act of 1934 as amended from time to time.

8.       GENERAL PROVISIONS

         8.1. Documentation of Awards.

         The Option will be evidenced by such  written  instruments,  if any, as
may be prescribed by the Committee from time to time. Such instruments may be in
the form of agreements to be executed by both the  Participant  and the Company,
or certificates,  letters or similar instruments,  which need not be executed by
the  Participant  but  acceptance of which will evidence  agreement to the terms
thereof.

         8.2. Rights as a Stockholder, Dividend Equivalents.

       Except as  specifically  provided by this Contract,  the receipt of the
Option will not give a Participant rights as a stockholder; the participant will
obtain  such  rights,  subject  to any  limitations  imposed  by the Plan or the
instrument  evidencing the Option,  upon actual receipt of Stock.  However,  the
Committee  may,  on such  conditions  as it deems  appropriate,  provide  that a
Participant  will  receive a benefit in lieu of cash  dividends  that would have
been payable on any or all Stock  subject to the  Participant's  Option had such
Stock been  outstanding.  Without  limitation,  the  Committee  may  provide for
payment  to the  Participant  of amounts  representing  such  dividends,  either
currently or in the future,  or for the  investment of such amounts on behalf of
the Participant.

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         8.3. Conditions on Delivery of Stock.

         The  Company  will not be  obligated  to  deliver  any  shares of Stock
pursuant  to this  Contract  or to remove  restriction  from  shares  previously
delivered  under  the  Option  until  all  conditions  of the  Option  have been
satisfied or removed,  (b) until, in the opinion of the Company's  counsel,  all
applicable federal and state laws and regulation have been complied with, (c) if
the  outstanding  Stock is at the time listed on any stock  exchange,  until the
shares to be  delivered  have been  listed  or  authorized  to be listed on such
exchange  upon  official  notice of notice of issuance,  and (d) until all other
legal matters in  connection  with the issuance and delivery of such shares have
been  approved  by the  Company's  counsel.  If the sale of  Stock  has not been
registered  under the  Securities  Act of 1933,  as  amended,  the  Company  may
require,  as a  condition  to  exercise of the Award,  such  representations  or
agreements  as  counsel  for the  Company  may  consider  appropriate  to  avoid
violation  of such Act and may require  that the  certificates  evidencing  such
Stock bear an appropriate legend restricting transfer.

         If the Option is exercised by the Participant's  legal  representative,
the  Company  will be under no  obligation  to deliver  Stock  pursuant  to such
exercise   until  the  Company  is  satisfied  as  to  the   authority  of  such
representative.

         8.4. Tax Withholding.

         The Company will  withhold  from any cash payment made  pursuant to the
Option an amount sufficient to satisfy all federal,  state and local withholding
tax requirements (the "withholding requirements").

         In the case of an Option pursuant to which Stock may be delivered,  the
Committee  will  have  the  right  to  require  that  the  Participant  or other
appropriate  person  remit to the  Company an amount  sufficient  to satisfy the
withholding  requirements,  or  make  other  arrangements  satisfactory  to  the
Committee with regard to such requirements,  prior to the delivery of any Stock.
If and to the extent that such withholding is required, the Committee may permit
the Participant or such other person to elect at such time and in such manner as
the  Committee  provides  to have the  Company  hold back from the  shares to be
delivered,  or to deliver to the  Company,  Stock having a value  calculated  to
satisfy the withholding requirement.

         8.5. Nontransferability of the Option.

         The Option may not be transferred  other than by will or by the laws of
descent and distribution,  and during a Participant's lifetime the Option may be
exercised only by him or her (or in the event of the  Participant's  incapacity,
the person or persons legally appointed to act on the Participant's behalf).

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         8.6. Adjustments in the Event of Certain Transactions.

         (a) In the event of a stock  dividend,  stock split or  combination  of
shares,  recapitalization  or other change in the Company's  capitalization,  or
other  distribution  to common  stockholders  other than normal cash  dividends,
after  the  effective  date  of this  Contract,  the  Committee  will  make  any
appropriate  adjustments  to the maximum  number of shares that may be delivered
under this Contract under Section 5 above.

         (b) In any event  referred to in paragraph (a), the Committee will also
make any  appropriate  adjustments  to the number and kind of shares of stock or
securities subject to the Option then outstanding or subsequently  granted,  any
exercise  prices  relating to the Option and any other  provision  of the Option
affected by such change.  The Committee may also make such  adjustments  to take
into account material  changes in law or in accounting  practices or principles,
mergers,  consolidations,   acquisitions,   dispositions  or  similar  corporate
transactions,  or any other event,  if it is determined  by the  Committee  that
adjustments  are  appropriate  to  avoid  distortion  in the  operation  of this
Contract.

         8.7. Employment Rights, Etc.

         Neither the adoption of this  Contract nor the grant of the Option will
confer upon any person any right to  continued  retention  by the Company or any
subsidiary  as an Employee or  otherwise,  or affect in any way the right of the
Company  or   subsidiary  to  terminate  an   employment,   service  or  similar
relationship at any time.  Except as  specifically  provided by the Committee in
any  particular  case,  the loss of existing or  potential  profit in the Option
granted  under this  Contract  will not  constitute an element of damages in the
event of termination of an employment,  service or similar  relationship even if
the  termination  is in  violation  of an  obligation  of  the  Company  to  the
Participant.

         8.8. Fair Market Value

         For purposes of this Contract, fair market value of a share of Stock on
any date will be the average of the bid and asked prices in the over-the-counter
market with respect to such Stock,  as reported by the National  Association  of
Securities Dealers, Inc. Automated Quotation System or such other similar system
then in use;  or,  if on any such  date  such  Stock is not  quoted  by any such
organization,  the average of the closing bid and asked  prices with  respect to
such Stock, as furnished by a professional  market maker making a market in such
Stock selected by the Committee;  or if such prices are not available,  the fair
market  value of such Stock as of such date as  determined  in good faith by the
Committee;  or, where necessary, in order to achieve the intended Federal income
tax result,  the value of a share of Stock as  determined  by the  Committee  in
accordance with the applicable provisions of the Code.

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9.       EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND
         TERMINATION

         Neither  adoption of this  Contract  nor the grant of the Option to the
Participant will affect the Company's right to grant to such Participant cash or
Stock awards that are not subject to this Contract, to issue to such Participant
Stock as a bonus or  otherwise,  or to adopt other plans or  arrangements  under
which Stock be issued to Employees.

         The  Committee  may at any time or times amend this  Contract  (and the
Committee  may amend any  outstanding  Option) for any purpose  which may at the
time be permitted by law, provided that (except to the extent expressly required
or permitted by this Contract) no such amendment may adversely affect the rights
of any Participant (without the Participant's consent) under the Option.

         This Option shall be governed by and construed in  accordance  with the
laws of the State of Vermont.

                                                  BEN & JERRY'S HOMEMADE, INC.

                                                  By: /s/Frances Rathke
                                                  ---------------------
                                                  Chief Financial Officer

PARTICIPANT'S ACCEPTANCE

         The undersigned  hereby accepts the foregoing  Option and agrees to the
terms and conditions thereof.

                                                  PARTICIPANT:

                                         Signature:/s/Michael A. Sands
                                         -----------------------------