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                                                                     Exhibit 4.1

                       Amendment No. 2 to Rights Agreement

         This  Amendment  No. 2,  dated as of May 3,  2000,  between  Eskimo Pie
Corporation,  a Virginia  corporation (the "Company"),  and First Union National
Bank, as successor Rights Agent (the "Bank").

         WHEREAS, the Company and Mellon Securities Trust Company entered into a
Rights Agreement dated as of January 21, 1993 (the "Original Agreement");

         WHEREAS, the Original Agreement was amended pursuant to Amendment No. 1
dated as of November 23, 1998 (the "First Amendment") (the Original Agreement as
amended  by the  First  Amendment  is  hereinafter  referred  to as the  "Rights
Agreement");

         WHEREAS,  the  Company  has entered  into an  Agreement  and Plan of
Merger between CoolBrands  International Inc., a Canadian  corporation,  EP
Acquisition Corp., a Virginia corporation and the Company (the "Acquisition
Agreement");

         WHEREAS,  pursuant to the Acquisition Agreement, the Company has agreed
to make certain amendments to the Rights Agreement, as set forth below;

         WHEREAS,  pursuant to Section 27 of the Rights  Agreement,  the Company
has directed the Bank as successor  Rights Agent to execute this Amendment No. 2
in order to amend the Rights Agreement as set forth below;

         NOW, THEREFORE, the Rights Agreement is hereby amended as follows:

     1. The  definition of  "Acquiring  Person" set forth in Section 1(a) of the
Rights  Agreement  shall  be  deleted  in its  entirety  and  the  following  is
substituted therefore:

                           (a)  "Acquiring  Person"  shall  mean any  Person (as
                  hereinafter   defined)  who  or  which,   together   with  all
                  Affiliates  and Associates  (as  hereinafter  defined) of such
                  Person,  shall at any time  become  the  Beneficial  Owner (as
                  hereinafter  defined)  of 20% or more of the  shares of Common
                  Stock then outstanding, but shall not include the Company, any
                  Subsidiary  (as  hereinafter  defined)  of  the  Company,  any
                  employee  benefit plan of the Company or of any  subsidiary of
                  the Company,  or any Person or entity organized,  appointed or
                  established by the Company for or pursuant to the terms of any
                  such plan,  or either of CoolBrands  International  Inc. or EP
                  Acquisition  Corp.  with respect to or as a consequence of any
                  action  taken by them,  or  either of them,  pursuant  to that
                  certain  Agreement  and  Plan of  Merger  dated  May 3,  2000,
                  between CoolBrands  International  Inc., EP Acquisition Corp.,
                  and the Company, as amended from time to time.

     2. Except as amended hereby,  the Rights Agreement remains unchanged and in
full force and effect and is ratified and confirmed in all respects.
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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to the Rights  Agreement to be duly  executed,  all as of the day and year first
written above.


                              ESKIMO PIE CORPORATION



                              By /s/ David B. Kewer
                                ---------------------------------------
                                 David B. Kewer
                                 President and Chief Executive Officer



                              FIRST UNION NATIONAL BANK



                              By /s/ Holly Drummond
                                ---------------------------------------
                              Name: Holly Drummond
                              Title: Trust Officer