EXHIBIT 10.33.2
                          BEN & JERRY'S HOMEMADE, INC.
                            NEW EMPLOYMENT AGREEMENT
                                     BETWEEN
                 BEN & JERRY'S HOMEMADE INC. AND PERRY D. ODAK

     This  New  Restated  Employment  Agreement  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, VT 05403, and Perry D. Odak
of  Brockie   Mansion,   900  Brockie  Lane,  York,   Pennsylvania   17403  (the
"Executive"),  originally effective the 31st day of December,  1996, and now, as
restated, effective March 31, 1999.

     WHEREAS,  the  Executive is possessed of certain  experience  and expertise
that  qualify  him to provide  the  direction  and  leadership  required  by the
Company; and

     WHEREAS,  subject to the terms and conditions  hereinafter  set forth,  the
Company  wishes to continue to employ the  Executive as its  President and Chief
Executive Officer and the Executive wishes to accept such employment;

     WHEREAS, the Executive has, as of the Effective Date, been employed for the
past  twenty-seven  months as the  Company's  Chief  Executive  Officer under an
Agreement  effective  December  31, 1996,  as amended by  Agreement  dated as of
February 28, 1999  (together the  "Predecessor  Agreement"),  which  Predecessor
Agreement is being restated as of the Effective Date, as set forth below, as the
New Restated  Employment  Agreement  effective  March 31, 1999. The  Predecessor
Agreement  continues to govern all events up through March 30, 1999,  other than
the March 24, 1999 grant of Options for 67,000 shares of Class A Common Stock.

     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.  Subject to the terms and conditions set forth in this Agreement,
the Company hereby offers and the Executive hereby accepts employment commencing
March 31, 1999.

<PAGE>- 1 -


2. TERM. Subject to earlier termination as hereafter provided and subject
to renewal as provided below,  the Executive's  employment  under this Agreement
shall be for a term of twenty-seven  months  commencing on the effective date of
this New Restated Employment  Agreement,  namely March 31, 1999, and ending June
30, 2001. The term of this Agreement,  as from time to time extended or renewed,
is hereafter  referred to as "the Term of this  Agreement" or "the Term hereof".
This New Restated  Employment  Agreement shall continue on a year-to-year  basis
beyond the end of June 30,  2001 (or June 30 of a later  year if this  Agreement
has renewed), unless the Company notifies the Executive in writing not less than
120 days prior to June 30, 2001 (or June 30 of the  applicable  later year) that
the Company does not wish to renew the Agreement or unless the  Executive  gives
written notice to the Company of non-renewal of this Agreement not less than 120
days  prior  to the end of the  Term on June  30,  2001  (or any  June 30 of the
applicable later year). The Company's decision not to renew this Agreement shall
be treated as a termination of the Executive  constituting Other Than For Cause;
provided, however, that the Company, with the Executive's prior written consent,
may elect not to renew this Agreement  without also  terminating  the employment
status of the Executive.

3. CAPACITY AND PERFORMANCE.

     a.   During the Term hereof,  the Executive  shall serve the Company as its
          Chief Executive and President.

     b.   During the Term hereof, the Executive shall be employed by the Company
          on a  full-time  basis  and  shall  have  the  leadership  of  and  be
          responsible  to the  Board  of  Directors  for all  operations  of the
          Company  and shall have all powers  and  duties  consistent  with such
          position, in accordance with the Bylaws of the Company,  provided that
          it is  understood  that  the  Executive  has  been  delegated  certain
          authority  for the Term by the Board of  Directors  of the  Company as
          provided  in  an  instrument  dated  December  31,  1996,   previously
          delivered,   which   delegation   (the   "Delegation   Agreement")  is
          incorporated  herein by reference  and shall  remain in effect  unless
          modified or terminated  by mutual  written  agreement  during the Term
          hereof.


<PAGE>- 2 -

     c.   During the Term,  the  Executive  shall devote his full  business time
          (other than vacations) and his best efforts,  business judgment, skill
          and  knowledge   exclusively   (except  as  provided   below)  to  the
          advancement  of the business  and  interests of the Company and to the
          discharge of his duties and responsibilities  hereunder. The Executive
          shall  not  engage  in any  other  business  activity  or serve in any
          industry,  trade,  governmental position or as a director of any other
          business or organization during the term of this Agreement requiring a
          level of activity  greater  than the level  devoted to such  "outside"
          activities  during the 12 month period April 1, 1998 through March 31,
          1999,  except as may be approved by the  Compensation  Committee.  The
          Company  encourages  participation  by the  Executive in community and
          charitable  activities,  but said  Committee  shall  have the right to
          approve or disapprove the Executive's participation in such activities
          if, but only if, in the judgment of said Committee, such participation
          may conflict  with the  Company's  interests  or with the  Executive's
          duties or  responsibilities  or the time required for the discharge of
          those  duties  and  responsibilities.  The  Executive  has  previously
          delivered  a letter,  supplemented  by letter  dated the date  hereof,
          containing  a true  and  correct  list of all  directorships  or other
          participation in committees,  consulting or other business  activities
          which the Executive has or intends to maintain during the Term,  which
          have been approved by said Committee.

<PAGE>- 3 -

     d.   The Executive has  previously  been elected to the Board of Directors.
          The Company agrees to propose and recommend to the shareholders of the
          Company at each appropriate Annual Meeting of such shareholders during
          the Term hereof the  election or  re-election  of the  Executive  as a
          member of the Board.

     e.   On work days the Executive shall perform his duties hereunder from the
          Company's executive offices in Vermont, except when at other locations
          on business travel for the Company or for other activities approved by
          the Board.

4. PAYMENTS AND BENEFITS. As payment for all services performed by the Executive
under and during the Term hereof and subject to performance  of the  Executive's
duties and the obligations pursuant to this Agreement:

     a.   Base  Amount.  During  the term  hereof,  the  Company  shall  pay the
          Executive a base amount at the rate of Three Hundred Fifteen  Thousand
          Dollars  ($315,000) per annum,  payable in  appropriate  installments,
          subject  to  increase  from  time to time by the  Board,  in its  sole
          discretion.  Such  base  amount,  as from  time to time in  effect  is
          hereafter referred to as the "Base Amount".

     b.   Stock  Options  Granted  December  31,  1996 and January 1, 1997 Under
          Predecessor Agreement

          (i)  The Executive  received  options granted on December 31, 1996 and
               January  1,  1997  under  the  Predecessor  Agreement,  which are
               non-statutory,   non-incentive  stock  options,  to  purchase  an
               aggregate  of  360,000  shares  of  Class A  Common  Stock of the
               Company  exercisable at the closing market price on Nasdaq on the
               effective  date  of  the  grants  thereof  by  the   Compensation
               Committee of the Board of Directors (the  "Committee")  under the
               Company's Equity Incentive Plan (the "Plan");

          (ii) The options have a Term of ten years, will become exercisable, so
               long as the  Executive  is an employee  of the Company  (prior to
               July 1, 1997 a consultant to the Company) under this Agreement as
               it may be renewed (or under some other  agreement or as otherwise
               provided in Section 5), as follows:

               First Year
               ----------

               90,000 options become  exercisable six months after the effective
               date of this Agreement, namely June 30, 1997.

               Second Year
               -----------

               None

<PAGE>- 4-

               Third - Sixth Years
               -------------------

               5,625  options  become  exercisable  at the  end of  each  month,
               commencing  at the start of the third  year of the Term  (January
               1999) and monthly thereafter through the end of the sixth year.

          (iii)notwithstanding any other provision of the Predecessor  Agreement
               or the New Restated Employment Agreement, and notwithstanding any
               determination  or  lack  of  determination  by  the  Compensation
               Committee  on  substantial   performance  of  the   Non-Financial
               Objectives in the year 1998:

               (1)  the initial  exercisability  date of all the 270,000 options
                    that would  otherwise  vest  during the third - sixth  years
                    under   clause   (b)(ii)   above  shall   automatically   be
                    accelerated in accordance with the following:

                    When the fair market value of the  Company's  Class A Common
                    Stock (the "Stock"), as measured by the average of the daily
                    closing   stock   prices  on  NASDAQ  for  a  period  of  90
                    consecutive  days,  shall have  satisfied the Per Share Fair
                    Market Value  Threshold  specified  below and the  Committee
                    shall have determined  that the Executive has  substantially
                    met the Non-Financial Objectives (as defined below) for 1997
                    or the preceding  calendar  year, as the case may be, or for
                    the first six months of 1999 as set forth  below,  then such
                    options for 270,000  shares  (after the 90,000  options that
                    vested six months after the date of the  original  Agreement
                    but  including  the  accelerated  vesting of options for the
                    first two  tranches  of 50,000  shares  under  this  Section
                    4(b)(iii)  as set  forth  in  the  table  and in the  second
                    paragraph   following   the  table   below)   shall   become
                    exercisable as follows:

<TABLE>
<CAPTION>

                  Defined Per Share
                  Fair Market Value            Number of Options
                  Threshold ("Threshold")      Becoming Vested
                  -----------------------      ---------------

                   <S>             <C>
                         $16        Options for 50,000 shares--became vested in
                                          1998 (see below)
                         $20        Options for 50,000 shares--become vested in
                                         February 1999 (see below)
                         $23        Options for 35,000 shares and Options for
                                         15,000 shares
                         $27        Options for 42,000 shares and Options for
                                        18,000 shares
                         $30.50     Options for 42,000 shares and Options for
                                       18,000 shares

</TABLE>

<PAGE>- 5 -

                    In each case the aggregate  number of then unvested  options
                    entitled to  accelerated  vesting  pursuant to this  Section
                    4(b)(iii) (50,000;  50,000;  35,000; 15,000; 42,000, 18,000;
                    and 42,000,  18,000 as the case may be) shall be the options
                    that would  regularly  vest the latest under  (b)(ii)  above
                    following the date when such acceleration under this Section
                    4(b)(iii) has become effective.

                    $16 and $20  Thresholds.  The $16 Threshold was satisfied in
                    1998  and  the  first  50,000  shares  in  the  table  above
                    accelerated  and  became  vested.   The  $20  Threshold  was
                    satisfied  in  early  1999,   prior  to  the  date  of  this
                    Amendment,  and the second  tranche of 50,000 options in the
                    table accelerated and vested, thereby making a total on that
                    date of vested  options for 190,000  shares plus such number
                    as may have become vested on a monthly basis,  since January
                    1, 1999, pursuant to the provisions of Section 4(b)(ii).

                    $23,  $27 and $30.50  Thresholds  Satisfied in 1999 or early
                    2000.  If and when the $23 Threshold or the $27 Threshold or
                    the $30.50  Threshold is satisfied in 1999 or in 2000 (prior
                    to the  Committee's  determination  by the end of  February,
                    2000 with respect to the Executive's performance of the 1999
                    Non-Financial  Objectives),  then options for 35,000  shares
                    pertaining to the $23  Threshold,  options for 42,000 shares
                    pertaining  to the $27  Threshold  and  options  for  42,000
                    shares  pertaining to the $30.50  Threshold shall accelerate
                    and vest on the date such  Threshold  is  satisfied,  as the
                    case may be.

                    15,000 Options Pertaining to $23 Threshold.  In the event of
                    a favorable  additional  determination  by the  Compensation
                    Committee   (such    determination   to   be   made   during
                    August-September, 1999) that the Executive has substantially
                    met the  Additional  Non-Financial  Objectives for the first
                    six  months  in  1999,   these  options  for  15,000  shares
                    pertaining to the $23 Threshold set forth in the above table
                    will  accelerate  and vest if and when the $23 Threshold has
                    been satisfied.

                    If  the   Committee's   August-September,   1999  additional
                    determination  is that the Executive  has not  substantially
                    met  the  Additional  Non-Financial  Objectives,   then  the
                    vesting of the said 15,000  options will not  accelerate  if
                    and when $23 Threshold has been satisfied and,  accordingly,
                    in  that  event,   said  options  for  15,000  shares  shall
                    accelerate  and vest only when and if the  $30.50  Threshold
                    has been met at some  subsequent  date  and if  options  for
                    60,000 shares  pertaining to the $30.50 Threshold shall have
                    vested  directly as a result  thereof  (which  requires that
                    there  be in  effect  at or  after  said  subsequent  date a
                    favorable  determination  by the  Committee  with respect to
                    substantial performance of the Non-Financial  Objectives for
                    the  applicable  prior year made by the Committee in 2000 or
                    in a later year).

<PAGE>- 6 -

                    $27 and $30.50  Thresholds and Options for 18,000 Shares and
                    Options for 18,000  Shares.  In the event the $27  Threshold
                    has been met or the $30.50 Threshold has been met in 1999 or
                    in 2000 (prior to the date of the Committee's  determination
                    on  1999   performance),   the  remaining   18,000   options
                    pertaining to the $27 Threshold (if said  Threshold has been
                    satisfied) and the remaining  18,000  options  pertaining to
                    the $30.50  Threshold  (if said  $30.50  Threshold  has been
                    satisfied)  shall not  accelerate  and vest at that time but
                    shall  accelerate  and vest only  when  there is in effect a
                    determination  by the Committee made in the year 2000 (or in
                    a later year) that the Executive has  substantially  met the
                    Non-Financial  Objectives  for  the  Year  1999  or for  the
                    applicable  prior  year,  as  the  case  may  be.  When  the
                    remaining 18,000 options  pertaining to the $30.50 Threshold
                    have  accelerated  and  vested,  then the second  tranche of
                    15,000  options  pertaining  to the $23.00  Threshold  shall
                    accelerate  and  vest,  pursuant  to the  provisions  of the
                    immediately preceding paragraph.

                    $23, $27 and $30.50  Thresholds Met Later Than 1999 or early
                    2000. If any of the $23, $27 or $30.50 Price  Thresholds are
                    not  met in  1999  or in  2000  (prior  to the  date  of the
                    Committee's determination on performance for the Year 1999),
                    but  instead  are  first  met  after the date in 2000 of the
                    Committee's   said   determination,   then   the   specified
                    accelerated  vesting of 35,000 options pertaining to the $23
                    Threshold,   the  42,000  options  and  the  18,000  options
                    pertaining to the $27  Threshold and the 42,000  options and
                    the 18,000 options  pertaining to the $30.50 Threshold shall
                    occur if (a) the Executive  is, on the date such  applicable
                    Threshold  is met,  an  employee  of the Company and (b) the
                    Committee's  determination in effect at or subsequent to the
                    date such applicable  Threshold is met is favorable that the
                    Executive has substantially met the Non-Financial Objectives
                    for the Year 1999 or for the  applicable  prior year, as the
                    case  may be.  Accelerated  vesting  of the  15,000  options
                    pertaining to the $23 Threshold shall occur only as provided
                    above under the heading  "15,000  Options  Pertaining to $23
                    Threshold".

               (2)  The  Committee  shall be  required  to make a  determination
                    during the first year of the Term, favorable or unfavorable,
                    within 30 days  after the date  such Per Share  Fair  Market
                    Value  Threshold  has been  met for 90 days  and  thereafter
                    shall  make  one  determination  each  year,  by the  end of
                    February in each year except that the  Committee  shall make
                    an additional determination in July-August 1999 with respect
                    to performance of the  Additional  Non-Financial  Objectives
                    for the first six  months of 1999 set forth on  Schedule  I.
                    The Non-Financial  Objectives for each year, commencing with
                    the second  year of the Term,  shall be agreed  between  the
                    Committee and the  Executive  prior to the beginning of each
                    such year and for the first year of the Term shall be agreed
                    between the  Committee  and the  Executive by June 30, 1997.
                    Furthermore, the Additional Non-Financial Objectives for the
                    first half of 1999 are agreed  between the Committee and the
                    Executive to be as set forth in Schedule I.

<PAGE>- 7 -

               (3)  The Company acknowledges the obligations of its Compensation
                    Committee to make its "additional determination",  favorable
                    or unfavorable, on substantial performance of the Additional
                    Non-Financial  Objectives  by  September  30,  1999  and its
                    yearly determination, favorable or unfavorable, with respect
                    to substantial  performance of the Non-Financial  Objectives
                    for the Year 1999 or a  subsequent  year by not  later  than
                    February  in each year,  and  accordingly  (in order to give
                    full effect to the provisions of this  Amendment  which make
                    certain  acceleration of vesting of options  contingent on a
                    subsequent favorable Committee determination in early 2000),
                    the Term of the Agreement is extended from December 31, 1999
                    to the date  which is  fifteen  days  after  the date of the
                    Committee=s  determination  in 2000 as to whether or not the
                    Executive  has  substantially  met  the  1999  Non-Financial
                    Objectives.

     (iv) Options  for  200,000  shares  have  been  granted  by the  Committee,
          effective  December  31,  1996 and the  balance of options for 160,000
          Shares shall be granted by the Committee effective January 1, 1997.

          The full terms of the Options shall be consistent with this Section 4b
          and  shall  be  set  forth  in  Option  Certificates,  subject  to the
          provisions of the Plan.  Matters set forth herein shall control in the
          event of any ambiguity between the Option  Certificate or the Plan and
          this Agreement.

          For avoidance of doubt,  this  paragraph  sets forth the status of the
          Options  for  360,000  shares  of Class A Common  Stock  described  in
          Section 4b above.  As of May 1, 1999,  after giving  effect to regular
          monthly  vesting and accelerated  vesting,  the Executive holds vested
          options for 247,500  shares of Class A Common Stock in the  aggregate,
          including  all of the options  that  accelerated  upon the stock price
          satisfying the $16 and $20 Fair Market Value Thresholds (the necessary
          findings by the Compensation  Committee having been made to cause such
          vesting as well) and including 35,000 Options of the 50,000 tranche of
          Options  that  potentially  accelerate  at the $23 Fair  Market  Value
          Threshold  which  have  accelerated  and  vested  as a  result  of the
          Amendment to this  Agreement  dated as of February 28, 1999,  with the
          remaining  15,000 Options of said tranche of 50,000 Options vesting in
          the future only when and if the Committee makes the determination that
          the Executive has substantially  met the Non-Financial  Objectives for
          the first six months of 1999 (see Exhibit I hereto). As of May 1, 1999
          Options for an additional  112,500 shares of Class A Common Stock were
          unvested and remain subject to regular monthly vesting and accelerated
          vesting  as  described  in  this  Section  4b and  to  the  applicable
          provisions of Sections 5 and 6A. All of the Options that are vested as
          of May 1, 1999 are irrevocably vested.

          b.b Stock Options Granted in Year 1999.

          (i)  The  Executive   received   Options   which  are   non-statutory,
               non-incentive  stock options,  to purchase an aggregate of 67,000
               shares of Class A Common  Stock of the Company  exercisable  at a
               purchase  price of  $24.625,  being the closing  market  price on
               Nasdaq on March  24,1999,  the  effective  date of the 1999 grant
               thereof by the  Compensation  Committee of the Board of Directors
               (the "Committee")  under the Company's 1995 Equity Incentive Plan
               (the "Plan");

          (ii) The  Options  for 67,000  shares  have a Term of ten years,  will
               become  initially  exercisable  so  long as the  Executive  is an
               employee of the Company under this Agreement as it may be renewed
               (or under  some  other  agreement  or as  otherwise  provided  in
               Section 5), as follows:

<PAGE>- 8 -

               commencing with the month of January,  2000, 1,396 options become
               exercisable  at the  end of  each  month  through  the  month  of
               November, 2003 and 1,388 Options shall vest at December 31, 2003;

          (iii)Provided,  however,  that the initial  exercisability date of one
               half of the 67,000 options  granted in 1999 that would  otherwise
               vest during the period set forth in (ii) immediately  above shall
               automatically be accelerated and shall vest as follows:

               as to 16,750 options,  if the Compensation  Committee  determines
               that  the  Executive  has  substantially  met  the  Non-Financial
               Objectives for the calendar year 2000; and as to 16,750  options,
               if the Compensation  Committee  determines that the Executive has
               substantially met the Non-Financial  Objectives for the first six
               months of calendar year 2001.

               The aggregate  number of the  then-unvested  options  provided by
               this  Section 4 bb entitled  to  accelerated  vesting  under this
               clause (ii) immediately  above (16,750 in each case) shall be the
               options  that  would  regularly  vest the  latest  under  Section
               4(b)(b)(ii)  above following the date when such  acceleration has
               become effective.

     The Committee shall be required to make a  determination  as to whether the
Executive has  substantially met the Year 2000  Non-Financial  Objectives by not
later than January 31, 2001 and as to whether the  Executive  has  substantially
met the  Non-Financial  Objectives  for the first six months of the Year 2001 by
not later  than June 30,  2001.  In the event that this  Agreement  has not been
renewed on and after June 30, 2001, the Committee shall  nonetheless be required
to make such  determination by not later than July 31, 2001, and in the event of
a favorable  determination by the Committee,  the acceleration of 16,750 Options
shall be effective,  notwithstanding  the  termination of this Agreement on June
30, 2001.

<PAGE>- 9 -

     The  Non-Financial  Objectives  for the Year 1999  have been  substantially
agreed between the Committee and the Executive and, when fully agreed,  shall be
set forth on Schedule II. The Non-Financial Objectives for the Year 2000 and the
Non-Financial  Objectives  for the  first six  months of the Year 2001  shall be
agreed  between the  Committee  and the  Executive  by December  31, 1999 and by
December  31,  2000,  respectively  and when so agreed shall be attached to this
Agreement by way of  supplementary  Schedules.  The Company  recognizes that the
Executive may be irreparably  harmed if the Committee does not act in good faith
to diligently reach agreement with the Executive,  on the timely basis set forth
above, as to the  Non-Financial  Objectives for the Year 1999, the Year 2000 and
the first six months of the Year 2001 and that the Executive may be  irreparably
harmed  if the  Committee  does  not  make a  determination  as to  whether  the
Executive has  substantially met the Year 1999  Non-Financial  Objectives by not
later than February 28, 2000, as to whether the Executive has  successfully  met
the  Non-Financial  Objectives  for the Year 2000 by not later than  January 31,
2001 and as to whether the Executive  has  substantially  met the  Non-Financial
Objectives  for the first six months of the Year 2001 by not later than June 30,
2001. The Executive confirms, in connection with the foregoing, that he will act
in good faith to  diligently  reach  agreement,  on the  timely  basis set forth
above,  on the  Non-Financial  Objectives  for the Year 1999,  the Year 2000 and
first six months of the Year 2001.

     The full terms of the Options for 67,000  shares shall be  consistent  with
this Section 4bb and shall be set forth in an Option Certificate  subject to the
provisions  of the Plan.  Matters set forth herein shall control in the event of
any ambiguity between the Option Certificate or the Plan and this Agreement.

     c.   Medical and Hospitalization  Insurance. The Executive (and his family)
          shall be entitled to  participate  in the Medical and  Hospitalization
          Insurance  benefit plan for Company  employees on the terms applied to
          an employee.

     d.   Life Insurance.  The Executive shall be entitled to participate in the
          Life Insurance benefit plan for Company employees on the terms applied
          to an employee.

     e.   Other Benefits. During the Term hereof and subject to any contribution
          therefor  generally  required  of  executives  of  the  Company,   the
          Executive  shall be entitled to  participate in the 401(k) plan and in
          any other  employee  benefit  plans  from  time to time in effect  for
          executives of the Company  generally (in each case on terms applicable
          to an  employee),  except to the extent  such  other  plans are profit
          sharing or bonus  plans or stock plans or are in a category of benefit
          otherwise provided to the Executive under this Agreement.

          The Company may alter,  modify,  add to or delete its employee benefit
          plans  (including its medical and  hospitalization  and life insurance
          plans)  at any time as it,  in its  sole  judgment,  determines  to be
          appropriate.

     f.   Business  Expenses.  The Company  shall pay or reimburse the Executive
          for  all  reasonable   business  expenses  of  the  Executive  in  the
          performance of his duties and responsibilities  hereunder,  subject to
          such reasonable  substantiation  and documentation as may be specified
          by the Company from time to time. The Executive shall be entitled to a
          car, as specified by agreement  between the parties,  during the Term,
          with  payments  and all car  operating  expenses to be paid for by the
          Company.

     5. Termination of Employment and Severance  Benefits.  Notwithstanding  the
provisions  of Section 2 hereof,  the  Executive's  employment  hereunder  shall
terminate prior to the expiration of the Term under the following circumstances:

<PAGE>- 10 -

     a.   Death. In the event of the  Executive's  death during the term hereof,
          the Company shall pay to the Executive's designated beneficiary or, if
          no beneficiary  has been  designated by the Executive,  to his estate,
          any  earned  and  unpaid  Base  Amount  that  is  earned  but  unpaid,
          reimbursement of business expenses accrued prior to the date of death,
          and continuation of Base Amount payments (plus continued participation
          in  the  Company's  medical  and  hospital  employee   insurance)  for
          six-months after the Executive's death. Options exercisable at date of
          death may be  exercised by the  Executive's  estate for 12 months (but
          not beyond the stated term of the option),  and  unvested  options are
          terminated.

     b.   Disability.

          i.   The Company may terminate the Executive's  employment  hereunder,
               upon thirty (30) days  written  notice to the  Executive,  in the
               event that the Executive  becomes  disabled during his employment
               hereunder through any illness,  injury,  accident or condition of
               either a physical or  psychological  nature and, as a result,  is
               unable  to   perform   substantially   all  of  his   duties  and
               responsibilities   hereunder   for  one  hundred   eighty   (180)
               consecutive   days  during  any  period  of  three   hundred  and
               sixty-five (365) consecutive calendar days.

          ii.  The  Board  may  designate   another   employee  to  act  in  the
               Executive's place during any period of the Executive's disability
               prior to  termination  as provided in b.i above.  Notwithstanding
               any such  designation,  the Executive  shall  continue to receive
               from the Company (or under a disability  plan) the Base Amount in
               accordance  with Section 4.a and benefits in accordance  with the
               other  provisions  of Section 4, to the extent  permitted  by the
               then-current  terms of the  applicable  benefit  plans  until the
               termination of his employment.

          iii. The Executive  shall be entitled to  participate in the Company's
               long-term disability plan, to the same extent as other employees.
               No finding of  disability  under this Section 5b shall be made in
               respect of any cause or condition  which has not been approved as
               a full disability under the applicable plan.

<PAGE>- 11 -

          iv.  If any question  shall arise as to whether  during any period the
               Executive is disabled  through any illness,  injury,  accident or
               condition of either a physical or  psychological  nature so as to
               be  unable  to  perform  substantially  all  of  his  duties  and
               responsibilities hereunder, the Executive may, and at the request
               of the  Company  shall,  submit  to a  medical  examination  by a
               physician  selected  by  the  Executive  or  his  duly  appointed
               guardian,  to whom the Company has no  reasonable  objection,  to
               determine   whether  the   Executive  is  so  disabled  and  such
               determination  shall  for  the  purposes  of  this  Agreement  be
               conclusive  of the issue.  If such  question  shall arise and the
               Executive shall fail to submit to such medical  examination,  the
               Company's  determination  of the issue  shall be  binding  on the
               Executive.

          v.   Options  exercisable at date of termination for disability may be
               exercised  for 12 months  (but not beyond the stated  term of the
               option) thereafter, and unvested options are terminated.

     c. By the Company for Cause.  The Company  may  terminate  the  Executive's
employment  hereunder for Cause  ("Cause")  any time upon written  notice to the
Executive  setting forth in reasonable  detail the nature of such Cause, and the
Executive's  failure to cure  within  thirty  (30) days after such  notice.  The
following,  as  determined  by the  Board  in  its  reasonable  judgment,  shall
constitute  Cause for  termination:  the  Executive's  gross  negligence  in the
performance  of his material  duties and  responsibilities  to the Company;  the
commission  by the  Executive  of  theft,  embezzlement  or  other  serious  and
substantial crimes or intentional wrongful engagement in competitive activity in
violation  of  Section  9  below;  or other  deliberate  willful  action  by the
Executive that is materially harmful to the business, interests or reputation of
the Company.

     For  purposes of Section 5c, no act, or failure to act,  shall be "willful"
unless done, or omitted to be done, without reasonable belief that the action or
omission was in the best interests of the Company.

     Notwithstanding  the foregoing,  the Executive  shall not be deemed to have
been  terminated  for Cause unless and until there shall have been  delivered to
him a notice of termination,  and such  termination  shall have been approved by
the vote of two-thirds of the members of the Board of Directors  (excluding  the
Executive) at a meeting of the Board (after  reasonable  notice to the Executive
and an opportunity for him, together with counsel,  to be heard before the Board
of Directors) finding that, in the good faith opinion of the Board of Directors,
the above standard of  termination  for Cause was met in such case and that such
Cause was not cured.

     Upon the  giving of notice of  termination  of the  Executive's  employment
hereunder for Cause following the determination of the Board under the preceding
paragraph,  the Company  shall have no further  obligation  or  liability to the
Executive,  other  than  for  Base  Amount  earned  and  unpaid  at the  date of
termination,  any options that are vested which shall continue to be exercisable
for 30 days  (unless  such options are  terminated  by vote of the  Committee as
provided in the Plan, provided that the Company and the Executive agree that all
of the  Options  that are vested as of May 1, 1999,  namely  options for 247,500
shares,  shall not be subject to  termination  by vote of the  Committee  in its
discretion  under the Plan, in the event that the  Executive is  terminated  for
Cause under this Section 5c), and payments or reimbursement of business expenses
accrued prior to the date of termination. All other options shall terminate.

<PAGE>- 12 -

     d. By the  Company  Other than for Cause.  The Company  may  terminate  the
Executive's  employment  hereunder other than for Cause ("Other Than For Cause")
at any time upon notice to the  Executive,  provided that the Board of Directors
determines,  after  consultation  with the Executive and after setting forth the
reasons for the Board's  actions,  that  retention of the Executive as the Chief
Executive  Officer would no longer be in the best  interests of the Company.  In
the event of such  termination  during the first year of the Term (or, upon vote
of  two-thirds  of the members of the Board,  excluding  the  Executive,  that a
decision  should not be made in the first  year,  then in the first 15 months of
the Term),  the Company  shall  continue to pay the Executive the Base Amount at
the rate in effect on the date of termination  for  twenty-four  months.  In the
event of such termination following the first year of the Term (or, upon vote of
two-thirds of the members of the Board, excluding the Executive, that a decision
should not be made in the first year,  then following the first 15 months of the
Term),  the Company  shall  continue to pay the Executive the Base Amount at the
rate in effect on the date of  termination  for  twelve  months.  Subject to any
employee  contribution  applicable to the Executive on the date of  termination,
the Company shall continue to  contribute,  for the period during which the Base
Amount is  continued  hereunder,  to the cost of the  Executive's  participation
(including  his  family) in the  Company's  group  medical  and  hospitalization
insurance  plans and group life insurance  plan,  provided that the Executive is
entitled to continue such  participation  under  applicable  law and plan terms.
Upon any such  termination,  unvested  options shall become  exercisable  to the
extent provided immediately below:

     If  terminated  in the first year,  i.e.  calendar  1997 (or,  upon vote of
two-thirds  of the members of the Board of Directors,  excluding the  Executive,
that a  decision  should  not be made in the  first  year,  then in the first 15
months of the Term), 30,000 options if:

          (i)  the  Earnings  per  share  of Class A and  Class B  Common  Stock
               ("EPS")  for 1997  shall have  increased  5% or more over EPS for
               1995; or

          (ii) the  Consolidated  Net Sales for 1997 have  increased 12% or more
               over Consolidated Net Sales for 1996; or

          (iii)the Defined Per Share Fair  Market  Threshold  of $16 (as defined
               in Section  4b(iii)  has been  satisfied  by the date of any such
               termination  and options  have  accelerated  with respect to such
               Threshold under Section 4b(iii).

               In the event  that  results  for the year 1997 are not  available
               because the year 1997 has not ended when the termination  occurs,
               the above thresholds shall be determined on a proportional  basis
               on the  basis of the three  months,  six  months  or nine  months
               results that are available.

<PAGE>- 13 -

     If terminated in the second year,  i.e.  calendar 1998 (or only  commencing
within  the fourth  month of the second  year,  upon vote of  two-thirds  of the
members of the Board of Directors, excluding the Executive), 50% of the unvested
options if

          (i)  EPS for 1998 shall have  increased  10% over EPS for 1997 and 15%
               over EPS for 1995; or

          (ii) the Consolidated Net Sales for 1998 shall have increased 15% over
               1997 (or, if higher, Consolidated Net Sales for 1996).

               If terminated in the third calendar  year,  i.e. 1999, 50% of the
               then unvested  options  (including the options  granted in 1996 -
               1997 and the  options  granted in 1999) if (i) EPS for 1999 shall
               have increased 12% over EPS for 1998 (or, if higher, EPS for 1997
               or 1995); or (ii) the  Consolidated Net Sales for 1999 shall have
               increased  15% over  Consolidated  Net  Sales  for 1998  (or,  if
               higher,  Consolidated  Net Sales for 1997 or 1996);  or (iii) the
               Defined Per Share Fair Market Value of $27 (as defined in Section
               4b(iii))  has  been  satisfied  in 1999  and  options  have  been
               accelerated with respect to such Threshold under Section 4b(iii).

     If  terminated  in the  fourth  calendar  year,  i.e.  the  year  2000,  or
thereafter,  50% of the then  unvested  options,  provided  that 75% of the then
unvested  options  shall vest in the event of a  termination  without cause as a
result of the Company  delivering a notice of  nonrenewal in order to preclude a
renewal of the  Agreement  on and after June 30,  2001 or June 30 of a following
year, as the case may be.

All other unvested options shall terminate.

     Vested  options  (after  giving  effect to the above  paragraphs)  shall be
exercisable  for the  following  periods (but not beyond the stated  termination
date of the options) after any such termination, as provided immediately below:

     If  terminated  in the first year (1997) (or upon vote of two-thirds of the
members of the Board of  Directors,  excluding  the  Executive,  in the first 15
months of the Term), for three months after termination.

     If terminated in the second year (1998) (or only commencing with the fourth
month of the second year, upon vote of two-thirds of the members of the Board of
Directors,  excluding  the Executive  that a decision  should not be made in the
first year) for nine months after termination.

<PAGE>- 14 -

     If  terminated  in the third  calendar  year (1999),  for nine months after
termination.

     If  terminated  in the fourth  calendar  year  (2000),  for 12 months after
termination.

     If  terminated  in the fifth  calendar  year  (2001),  for 18 months  after
termination.

     If terminated thereafter, for 24 months after termination.

     In the event that certain provisions  pertaining to the first calendar year
(1997) of his Term are  extended  to the first 15 months of the Term by 2/3 vote
of the Board of Directors,  excluding the Executive,  the Company shall give the
Executive  certain notice of at least 30 days prior to the end of the First Year
(1997).

     The  provisions  of this  clause (d) shall apply to all Options for 360,000
shares and for 67,000 shares that have been granted to date to the Executive.

          e.   By the  Executive  for Good Reason in the  Absence of Cause.  The
               Executive may terminate his employment  hereunder for Good Reason
               ("Good  Reason"),  upon  notice to the Company  setting  forth in
               reasonable  detail  the  nature  of  such  Good  Reason,  and the
               Company's  failure to remedy such matter  within thirty (30) days
               after receipt of such notice. The following shall constitute Good
               Reason for termination by the Executive:

               i.   Failure of the  Company to  continue  the  Executive  in the
                    position of Chief Executive Officer;

               ii.  Diminution  in  the  nature  or  scope  of  the  Executive's
                    responsibilities, duties or authority;

               iii. Failure of the  Company to provide  the  Executive  the Base
                    Amounts and benefits in accordance with the terms of Section
                    4 or  to  observe  any  other  material  provision  of  this
                    Agreement; or

               iv.  Failure  of the  shareholders  of the  Company  to  elect or
                    re-elect the  Executive as a director of the Company at each
                    annual meeting during the term of this Agreement, commencing
                    with the 1997 annual meeting to be held in June, 1997.

               In the  event of such  termination,  Base  Amount,  benefits  and
               options  (including  acceleration,  period of exercisability  and
               termination  of  options)  shall be paid or  provided in the same
               manner and extent as for a termination Other Than For Cause under
               5d above.

          f.   Notwithstanding  the  foregoing,  in the  event of a  termination
               under 5d or 5e prior to June 30,  1997,  the  options  for 90,000
               shares  that vest June 30, 1997 shall be  accelerated  and become
               exercisable for 90 days upon any such termination.

<PAGE>- 15 -

     6. Effect of  Termination.  The provisions of this Section 6 shall apply to
termination due to the expiration of the Term,  termination  pursuant to Section
5, non-renewal or otherwise.

          a.   Except for benefits  expressly  continued  pursuant to Section 5,
               benefits shall terminate  pursuant to the terms of the applicable
               benefit plans based on the date of termination of the Executive's
               employment  without regard to any continuation of Base Amounts to
               the Executive following such date of termination.

          b.   The provisions of this Agreement shall survive any termination if
               so  provided  herein  or  if  necessary  or  desirable  fully  to
               accomplish  the  purposes of such  provision,  including  without
               limitation the  obligations of the Executive  under Sections 7, 8
               and 9  hereof  and  all  indemnifications  provided  for in  this
               Agreement  (including  Sections 12 and 15). The obligation of the
               Company to make payments to or on behalf of the  Executive  under
               Section  5d and 5e  hereof  is  expressly  conditioned  upon  the
               Executive's  continued  full  performance  of  obligations  under
               Sections 7, 8 and 9 hereof.  The Executive agrees that, except as
               expressly  provided in Section 5 with respect to  continuation of
               Base  Amount  and  stock  options  as  expressly   provided,   no
               compensation is earned after  termination of this Agreement,  its
               non-renewal  or  termination  of employment or as a result of the
               non-renewal of this Agreement or other termination of employment.

     6A. Change in Control.

         In the event of  Termination  Other than for Cause or  Termination  for
Good Reason,  after a Change in Control (as defined below) all unvested  options
at the date of any such  termination  shall  accelerate  and become  immediately
exercisable at the date of such termination.

         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

<PAGE>- 16 -

          (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 this Section
               6A) 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 6A, a
               "Change in  Control"  under  Section  6A(a) will not be deemed to
               have occurred  solely  because of 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 of  securities of the Company that were
               beneficially  owned as of December  31, 1998 by any of Ben Cohen,
               Jerry  Greenfield,  Jeffrey  Furman  and  Perry  Odak,  provided,
               however,  that a "Change of Control" under Section 6A(a) shall be
               deemed to have  occurred in the event of any of Ben Cohen,  Jerry
               Greenfield  or  Jeffrey  Furman  becomes  the  Beneficial  Owner,
               directly  or   indirectly,   of  Common  Stock  or  other  voting
               securities  of the Company  representing  an amount of beneficial
               ownership  which is (i) greater than 35% of the  combined  voting
               power of the Company's then  outstanding  voting  securities (the
               threshold  under Section  6A(a)) and (ii) greater than the amount
               beneficially owned by any such Person as of December 31, 1998, by
               at least 22% of the number of outstanding  shares of Common Stock
               of the Company as of December 31, 1998 (adjusted for stock splits
               and the like).

<PAGE>- 17 -

               In  addition,  a Change  in  Control  shall not be deemed to have
               occurred for purposes of this Section 6A if the  Executive is the
               person  obtaining  control  or a member  of any  group  obtaining
               control in the  defined  Change of  Control  or if the  Executive
               continues  to act as the Chief  Executive  Officer of the Company
               thereafter, provided that if the Executive ceased to be the Chief
               Executive  Officer  within not more than 12 months after the date
               of  a  Change  in  Control,   then  all  unvested  options  shall
               accelerate  and  become  exercisable  just  prior  to the date he
               ceases to be the Chief Executive Officer.

               In the  foregoing  provisions  of this  definition  of "Change in
               Control",  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 (d) 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.

                    Notwithstanding  the  provisions  of  Section  5d or e,  the
                    vested options  (including those accelerated  hereunder) may
                    be  exercised  for 30  months  thereafter  in the event of a
                    termination  under  Sections  5d or 5e  after  a  Change  in
                    Control has occurred.


<PAGE>- 18 -

     7. Confidential Information.

          a.   The Executive  acknowledges that the Company and its Subsidiaries
               continually  develop  Confidential  Information,  as  defined  in
               Section 14 hereof,  that the Executive  may develop  Confidential
               Information  for the  Company  or its  Subsidiaries  and that the
               Executive may learn of Confidential Information during the course
               of  employment.  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 legal process or for the
               proper  performance  of his  duties and  responsibilities  to the
               Company  and  its   Subsidiaries,   or  in  connection  with  any
               litigation  between the Company and the Executive  (provided that
               the Company  shall be afforded a reasonable  opportunity  in each
               case to obtain a protective order), 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
               Board or its  designee  may specify,  all  Documents  then in the
               Executive's possession or control.

     8.  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  which can be  registered  or which is capable of
being  protected  by the  Company as a trade  secret.  The  Executive  agrees to
execute any and all applications for domestic and foreign patents, copyrights or
other proprietary rights and to do such other acts (including without limitation
the execution and delivery of instruments of further  assurance or confirmation)
requested by the Company to assign such Intellectual Property to the Company and
to permit the Company to enforce any patents,  copyrights  or other  proprietary
rights to such Intellectual  Property. The Executive will not charge the Company
for time spent in complying with these obligations. All copyrightable works that
the Executive creates shall be considered "work made for hire".

     9. 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:

<PAGE>- 19 -

          a.   While the  Executive  is employed by the Company  and,  after his
               employment terminates,  for the greater of one year or the period
               during  which  severance  payments  of Base Amount are being made
               (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
               business  of 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.  Specifically,  but  without
               limiting the foregoing, the Executive agrees not to engage in any
               manner in any activity that is directly or indirectly competitive
               with the  business of the Company or any of its  Subsidiaries  as
               conducted or which has been  proposed by  management to the Board
               within  six  months  prior  to  termination  of  the  Executive's
               employment.  Restricted activity also includes without limitation
               accepting employment or a consulting position with any Person who
               is, or at any time within twelve (12) months prior to termination
               of the  Executive's  employment  has been, a  distributor  of the
               Company  or any of its  Subsidiaries.  For the  purposes  of this
               Section 9, the business of the Company and its Subsidiaries shall
               mean the manufacture or sale of the Products.

          b.   The  Executive  further  agrees that  during the  Non-Competition
               Period  or in  connection  with the  Executive's  termination  of
               employment,  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  or  activity  which such  customer
               conducts  or  could  conduct  with  the  Company  or  any  of its
               Subsidiaries.

          c.   The  provisions of this Section 9 shall not be deemed to preclude
               the  Executive   from   employment   or  engagement   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
               activities  do not  relate,  to such  competitive  business,  and
               nothing  contained  in this Section 9 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.

               Without limiting the foregoing, it is understood that the Company
               shall not be obligated to continue to make the payments specified
               in  Section  5d and 5e in the event of a  material  breach by the
               Executive  of  the  provisions  of  Sections  7,  8 or 9 of  this
               Agreement,  which  breach  continues  without  having  been cured
               within 30 days after written  notice to the Executive  specifying
               the breach in reasonable detail.

<PAGE>- 20 -

     10.  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 7, 8 and 9
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 Executive  further  acknowledges  that,
were he to breach any of the  covenants  contained in Sections 7, 8 or 9 hereof,
the damage to the Company would be irreparable.  The Executive  therefore agrees
that the Company,  in addition to any other  remedies  available to it, shall be
entitled to seek preliminary and permanent  injunctive relief against any breach
or threatened  breach by the Executive of any of said covenants,  without having
to post bond. The parties further agree that, in the event that any provision of
Section  7, 8 or 9  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 geographic  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.

     11.  Conflicting  Agreements.  The Executive hereby represents and warrants
that the execution of this  Agreement  and the  performance  of his  obligations
hereunder  will not breach or be in conflict  with any other  agreement to which
the  Executive is a party or is bound and that the  Executive is not now subject
to any covenants against  competition or similar covenants that would affect the
performance of his obligations hereunder.  The Executive will not disclose to or
use on  behalf of the  Company  any  proprietary  information  of a third  party
without such party's consent.

     12. Indemnification.  The Company shall indemnify the Executive to the full
extent provided for Company directors and executive officers in its then current
Articles of  Incorporation  or By-Laws,  and in any event  shall  indemnify  the
Executive to the fullest extent permitted under the Vermont Business Corporation
Law,  including an undertaking  to advance  litigation  expenses.  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.  The Company agrees to
maintain Directors and Officers Liability Insurance for the benefit of Executive
during  the  Term  of this  Agreement  and for any  other  period  during  which
Executive  shall be employed having coverage and policy limits no less favorable
to directors  and officers than those in effect at the date of this New Restated
Employment Agreement.

     13.  No Duty to  Mitigate.  Following  a  termination  of  employment,  the
Executive  shall not be  obligated  to seek other  employment  or take any other
action by way of mitigation of the amounts payable to the Executive under any of
the provisions of this  Agreement and such amounts shall not be reduced  whether
or not the Executive obtains other employment.

     14.  Definitions.  Words or phrases which are initially  capitalized or are
within  quotation  marks shall have the  meanings  provided in Section 14 and as
provided  elsewhere  herein.  For  purposes  of this  Agreement,  the  following
definitions apply:

<PAGE>- 21 -

          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 could reasonably be of benefit to such person or business
          in competing  with or doing  business  with the Company.  Confidential
          Information  includes without limitation such information  relating to
          (i)  the  development,   research,   testing,   manufacturing,   plant
          operational processes,  marketing and financial activities,  including
          costs,  profits and sales, of the Company and its  Subsidiaries,  (ii)
          the Products and all formulas  therefor,  (iii) the costs,  sources 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 an agreement
          by  the  Company  that  it  would  not  be   disclosed.   Confidential
          Information  does not  include  information  which  (a) is or  becomes
          available  to the  public  generally  (other  than  as a  result  of a
          disclosure  by  the   Executive),   (b)  was  within  the  Executive's
          possession prior to the date hereof or prior to its being furnished to
          the Executive by or on behalf of the Company, provided that the source
          of such information was not bound by a confidentiality  agreement with
          or other contractual, legal or fiduciary obligation of confidentiality
          to the  Company or any other party with  respect to such  information,
          (c) becomes  available to the  Executive on a  non-confidential  basis
          from a source  other than the Company,  provided  that such sources is
          not bound by a  confidentiality  agreement with or other  contractual,
          legal or fiduciary obligation of confidentiality to the Company or any
          other party with respect to such information, or (d) was independently
          developed by you without reference to the Confidential Information.

          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 the Products of the Company or any of 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  to  third
               parties  or planned  by the  Company or any of its  Subsidiaries,
               during the  Executive's  employment;  as used  herein,  "planned"
               refers to a Product or service  which the  Company has decided to
               introduce  within  six-months from the date as of which such term
               is applied.

          d.   "Employment"  shall  mean  employment  of  the  Executive  as  an
               independent  contractor  prior to July 1, 1997 and as an employee
               commencing July 1, 1997.

<PAGE>- 22 -

          e.   "Termination  of  Employment"  prior to July 1, 1997  shall  mean
               termination   of  the   Executive's   status  as  an  independent
               contractor.

     15.  Withholding  Prior to July 1, 1997. The Company  acknowledges that the
Executive  presently  has a consulting  engagement  and as a result is unable to
become an  employee  prior to July 1, 1997,  although  he will  start  under the
Agreement on the date hereof, at the request of the Company.  Commencing July 1,
1997 the Executive shall be designated  President in addition to being the Chief
Executive Officer and shall be an employee of the Company. Accordingly, prior to
July 1, 1997, the Executive shall be the Chief  Executive  Officer but shall act
as an independent  contractor to the Company as provided above.  For services in
any period in which the Executive is an  independent  contractor,  the Executive
agrees  to pay all FICA  tax due on  payments  to him and all  other  taxes  due
thereon and further agrees to indemnify the Company from and against any and all
withholding  taxes,  and  from  any  interest  and  penalties  arising  from the
Company's  failure to withhold on amounts paid by the Company to the  Executive.
It is  understood,  notwithstanding  any of the  foregoing  provisions  of  this
Agreement,  that the Executive  shall not be entitled to  participate in benefit
and welfare  plans and policies of the Company that are  applicable to employees
while the  Executive  is an  independent  contractor,  and the  Executive  shall
indemnify  the  Company  from  any   liabilities,   penalties  and  interest  or
disqualification  of any  qualified  plans  from the  related  decision  (hereby
consented to by the  Executive)  not to include the  Executive in any such plans
except as a person becoming an employee on July 1, 1997.

     15.1 Withholding After July 1, 1997. The Executive agrees that 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.

     16.  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,  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.  This  Agreement  shall inure to the
benefit of and be binding upon the Company and the Executive,  their  respective
successors, executors, administrators, heirs and permitted assigns.

<PAGE>- 23 -

     17.  Severability.  If any portion or provision of this Agreement  shall to
any  extent  be  declared  illegal  or  unenforceable  by a 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.

     18.  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.

     19.   Notices.   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 Financial  Officer,  with a
copy to Ropes & Gray, One  International  Place,  Boston,  MA 02110,  Attention:
Howard K. Fuguet,  Esq., or to such other address as either party may specify by
notice to the other.

     20.  Entire  Agreement.  This  Agreement  (and  any  letters,  Exhibits  or
Schedules setting out  Non-Financial  Objectives for various periods referred to
in this  Agreement)  constitutes  the entire  agreement  between the parties and
supersedes all prior communications, representations and understandings, written
or oral, with respect to the terms and conditions of the Executive's employment.

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

<PAGE>- 24 -

     22. Governing Law,  Arbitration and Consent to Jurisdiction.  This contract
and shall be construed and enforced under and be governed in all respects by the
laws of the State of New York, without regard to the conflict of laws principles
thereof.  The parties  each agree to  promptly  select a mediator  and  promptly
mediate in good faith any  controversy,  claim or dispute  arising  between  the
parties hereto arising out of or related to this  Agreement,  its performance or
any breach or claimed breach thereof.  In the event that such mediation does not
resolve  any such  matter,  then  such  matter  other  than any  matter in which
injunctive  relief or other  equitable  relief is sought.  shall be definitively
resolved  through  binding  arbitration  conducted in the City of New York, by a
panel of three (3)  arbitrators in accordance  with the then current  Commercial
Arbitration Rules of the American Arbitration  Association,  provided,  however,
that  notwithstanding  anything to the contrary in such  Commercial  Arbitration
Rules, the parties shall be entitled in the course of any arbitration  conducted
pursuant to this  Section to seek and obtain  discovery  from one another to the
same extent and by means of the same  mechanisms  authorized by Rules 27 through
37 of the  Federal  Rules  of Civil  Procedure.  The  power  and  office  of the
arbitrators  shall  arise  wholly and solely  from this  Agreement  and the then
current Commercial  Arbitration Rules of the American  Arbitration  Association.
The  award of the panel or a  majority  of them so  rendered  shall be final and
binding,  and judgment upon the award rendered by the arbitrators may be entered
in any court having jurisdiction thereto.

To the  extent  a  dispute  is not  to be  arbitrated  in  accordance  with  the
foregoing,  each of the Company and the Executive (i) irrevocably submits to the
jurisdiction  of the United States  District Court for the Southern  District of
New York and to the  jurisdiction  of the state  courts of the State of New York
for the  purpose of any suit or other  proceeding  arising  out of or based upon
this Agreement or the subject matter hereof and agrees that any such  proceeding
shall be brought or  maintained  only in such  court,  and (ii)  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 personally 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.

<PAGE>- 25 -

     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
written.

     THE EXECUTIVE:                               BEN & JERRY'S HOMEMADE, INC.

    /s/Perry Odak                              By:    /s/Frances Rathke
    -------------                                     -----------------
                                              Title:  Chief Financial Officer
    - 26 -