**Exhibit
        4.24**
 
 Asset
        Purchase Agreement by and between J & J Snack Foods and CoolBrands
        Manufacturing
  ASSET
        PURCHASE AGREEMENT
  
 This
        ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of the 30th day of
        March, 2007
        by and among J & J SNACK FOODS CORP. of CALIFORNIA., a California
        corporation (the “Buyer”) and COOLBRANDS MANUFACTURING INC., a Delaware
        corporation (the “Seller”).
  WITNESSETH:
 
 WHEREAS,
        Seller has a product known as Fruit-A-Freeze under which it has produced
        various
        frozen novelties;
  WHEREAS,
        Seller has a leased manufacturing facility located at 12919 Leyva Street,
        eNorwalk, California (“Manufacturing Facility”) which manufactured Fruit A
        Freeze products;
  WHEREAS,
        Seller desires to sell its inventory of Fruit A Freeze products, the
        Manufacturing Facility’s equipment, the trade name Fruit A Freeze, packaging
        materials and other miscellaneous assets associated with the manufacturing
        and
        sale of Fruit A Freeze (“Business”); and
  WHEREAS,
        Buyer desires to acquire the Business;
  NOW,
        THEREFORE, in consideration of the mutual covenants and upon the terms and
        subject to the conditions set forth herein, Buyer and Seller agree as
        follows:
   ARTICLE
        I
  **Purchase
        and Sale, Payment**
   1.1           Purchase
        and Sale
  Subject
        to the terms and conditions hereof, Seller shall sell, assign, transfer and
        deliver to Buyer or at Buyer’s election, to an affiliate of Buyer, and Buyer
        shall purchase, pay for and accept from Seller, all of the Business, wherever
        located, together with all of the goodwill associated therewith (collectively,
        the “Purchased Assets”).  The Purchased Assets shall be sold,
        assigned, transferred and delivered free and clear of all
        Liens.  Without limiting the generality of the foregoing, the
        Purchased Assets shall include, as the same exist on the Closing
        Date:
  (a)           equipment
        set forth on Schedule “1.1 (a)”;
  (b)           all
        leasehold improvements of the Seller at the Manufacturing Facility;
  (c)           all
        rights of Seller under the Contracts;
  (d)
              all
                  of Seller’s Business papers, books and records in whatever form (e.g.,
                  computerized information and written information), including, without
                  limitation, sales records, invoices, credit records, customer lists
                  and
                  records, supplier lists and records, price lists, purchasing materials
                  and
                  records, personnel, labor relations and payroll records, warranty
                  and
                  service records, accounting and financial records, inventory records,
                  accounts receivable and accounts payable records and files, tax
                  records
                  and litigation files wherever located relating to the
                  Business;
  (e)
              the
                  inventories and supplies of the Seller relating to the Business
                  (the
                  “Inventory”), as well as the marketing and sales literature of the Seller,
                  listed on Schedule “1.1(e)”;
  (f)
              any
                  Licenses relating to the Business, except for any License the transfer
                  of
                  which to Buyer would violate any applicable governmental law, rule,
                  regulation, or ordinance;
   1
   
   (g)
              the
                  goodwill and going concern value and other intangible assets, if
                  any, of
                  Seller relating to the Business, including without limitation the
                  name
                  “Fruit A Freeze”, customer lists and related current and historical
                  information; and
  (h)           any
        and all assets relating to the Business not specifically**set forth
        above.**
  1.2           Excluded
        Assets
  Notwithstanding
        any other provision contained in this Agreement, the Purchased Assets shall
        not
        include any cash of the Seller or the Business or any accounts receivable
        in of
        the Seller, provided that those accounts receivable of the Seller in respect
        of
        goods sold by the Seller relate to goods shipped by the Seller prior to the
        Closing Date.
  1.3           Non-Assumption
        of Liabilities By Buyer
  Seller
        hereby retains liability for and agrees to be solely liable for, and Buyer
        shall
        not be liable for, any and all debts, responsibilities, obligations or
        liabilities of, or claims against the Seller or its affiliates (the
“Liabilities”) of any kind or nature, known, unknown, contingent or
        otherwise arising prior to the Closing Date or with respect to any period
        ending
        on or prior to the Closing Date other than as specifically set forth as Schedule
        1.3.  Without limiting the foregoing, it is understood that Buyer
        shall not be responsible for any of the following Liabilities, including,
        without limitation, any that exist now or that may arise in the future (such
        Liabilities of Seller not listed on Schedule 1.3, the “Excluded
        Liabilities”):
  (a)           trade
        and other payables of the Seller existing on or for periods prior to the
        Closing
        Date;
  (b)           any
        indebtedness for borrowed money of the Seller;
  (c)           any
        tax liability of the Seller;
  (d)
              any
                  liability arising out of any contract or agreement, other than
                  obligations
                  arising under the Contracts in the ordinary course of
                  business;
  (e)
              any
                  liability arising from breach or violation by the Seller of any
                  contract
                  or permit or other obligation or legal duty (including, without
                  limitation, any tort committed or alleged to have been committed
                  by the
                  Seller) or any violation of any law, regulation or governmental
                  order
                  occurring or in existence on or prior to the Closing Date, or arising
                  from
                  any breach or violations of any contract which results from the
                  transactions contemplated by this
                  Agreement;
  (f)
              any
                  liability constituting benefit liabilities, including, without
                  limitation,
                  severance or termination costs incurred by the Seller in connection
                  with
                  its employees under contracts, policies, unemployment or other
                  applicable
                  laws or otherwise, in each case relating to periods prior to the
                  Closing
                  Date;
  (g)
              any
                  liability arising from any environmental risk, contamination, condition,
                  discharge or disposal occurring or in existence on or prior to
                  the Closing
                  Date, whenever and by whomever generated, whether or not in compliance
                  with applicable laws;
  (h)
              any
                  liability of the Seller which any Person seeks to impose upon Buyer
                  or the
                  Business by virtue of any theory of successor liability, including,
                  without limitation, liabilities relating to environmental matters,
                  employee benefit plans, taxes and labor and employment matters,
                  employees
                  injured at work, either arising prior to the Closing Date or relating
                  to
                  periods ending on or prior to the Closing
                  Date;
  (i)
              any
                  liability pertaining to the products and/or services of Seller
                  sold or
                  performed on or prior to the Closing Date in the nature of express
                  or
                  implied warranty, negligence, product liability, strict liability,
                  personal injury, property damage, economic loss or replacement
                  cost or
                  third party liability, whether such obligations, liabilities or
                  claims are
                  in existence now or on the Closing Date or arise hereafter or thereafter,
                  and whether or not any such obligations, liabilities or claims
                  are
                  presently known or discoverable by the Seller or the
                  Buyer;
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   (j)
              any
                  legal, accounting, appraisal or other fees, costs or expenses of
                  the
                  Seller in connection with the transactions contemplated by this
                  Agreement,
                  or any other taxes, expenses or liabilities which under the terms
                  of this
                  Agreement are not to be borne by the
                  Buyer;
  (k)
              any
                  liability in connection with, or pursuant to, any lawsuits or other
                  contingent liabilities of the Business, whether or not disclosed
                  to Buyer,
                  relating to periods ended on or before the Closing
                  Date;
  (l)
              any
                  liability with respect to hazards to health or safety arising from
                  the
                  operation of the Business on or prior to the Closing Date, including,
                  without limitation, hazards of occupational injury or
                  disease;
  (m)
              any
                  liability for the payment for all outstanding checks issued by
                  the Seller
                  which are outstanding as of the Closing Date;
                  or
  Seller
        hereby agrees to (i) retain and be solely responsible for each of the
        Liabilities and (ii) indemnify and hold Buyer harmless from and against each
        of
        the Liabilities.  All sales and use taxes resulting from the
        consummation of the transactions contemplated hereby shall be borne by the
        Seller, and the parties shall cooperate in obtaining all exemptions from
        such
        taxes.
  1.4           Consideration,
        Allocation, Election
  (a)
              The
                  consideration for the Purchased Assets payable by the Buyer (collectively,
                  the “Consideration”) at the Closing, shall consist of One Million
                  Six Hundred and Twelve Thousand U.S. Dollars
                  (US$1,612,000.00).
  (b)
              The
                  Consideration specified in this Section 1.4 above shall be
                  allocated, as among the Purchased Assets, in accordance with Schedule
                  1.4, and the parties shall abide by such allocations in all tax
                  filings and other reports which the parties shall make or
                  render.  Buyer and Seller hereby agree that the allocations set
                  forth on Schedule 1.4 have been fully and finally negotiated by
                  Buyer and Seller and their respective representatives with knowledge
                  of
                  and due regard for all relevant
                  factors.
  (c)           The
        Consideration shall be paid by wire transfer at Closing.
  ARTICLE
        II
  Representations
        and Warranties of the Seller
  The
        Seller represents and warrants to the Buyer as follows:
  2.1           Organization
        and Good Standing
 
 The
        Seller is a duly-organized and validly existing corporation in good standing
        under the laws of the State of Delaware, with full power and authority to
        own
        the Purchased Assets and to conduct the Business as conducted.
  2.2           Binding
        Agreement: No Litigation
 
 This
        Agreement has been duly executed and delivered by the Seller and is a valid
        and
        binding obligation and agreement of the Seller enforceable in accordance
        with
        its terms (except as enforceability may be limited by bankruptcy, insolvency,
        conservatorship, receivership, liquidation, reorganization, moratorium or
        similar laws affecting creditors rights generally).  The execution,
        delivery and performance of this Agreement and the transactions contemplated
        hereby by the Seller, as applicable: (a) will not violate, contravene, result
        in
        a breach of or constitute a default (with due notice or lapse of time or
        both)
        under the Certificate of Incorporation or Bylaws of the Seller, or any note,
        mortgage, contract, instrument, judgment, law, rule, regulation or decree
        to
        which Seller is a party or by which any of them or the Purchased Assets is
        bound, (b) will not afford any lender the right to accelerate, declare at
        once
        due and payable or demand prepayment of (or any penalty, charge or premium
        with
        respect to) any indebtedness of the Seller and (c) has been duly approved
        by all
        necessary corporate action on the part of the Seller, including, without
        limitation, by the Board of Directors of the Seller.
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  No
        consent, permit, authorization, approval or action of any federal, state
        or
        local authority or any other Person is required with respect to the Seller
        in
        connection with the consummation of the transactions contemplated by this
        Agreement.  The Seller is not a party to (and has no knowledge of) any
        litigation or other claim or proceeding which calls into question the validity
        or enforceability of this Agreement or seeks to delay or prevent any transaction
        contemplated hereby.
  2.3           Absence
        of Claims
  Except
        as provided in Schedule 2.3**attached hereto, no action,
        suit, proceeding, investigation or claim (including, without limitation,
        assertion of any claim for taxes, interest or penalties) is pending or to
        the
        Knowledge of Seller, threatened against or with respect to the Business or
        the
        Purchased Assets, nor to the knowledge of Seller, is there any valid basis
        for
        any such action, suit, proceeding, investigation or claim.
  2.4           Operations
        in Accordance with Law
  The
        Business has been operated, and its products and services have been and are
        now
        being sold and performed, in material compliance with all applicable
        governmental laws, rules, regulations and ordinances.  All material
        licenses, permits and orders required of the Seller to conduct the Business
        and
        to sell its products and services have been obtained and are now in full
        force
        and effect.  There exists no outstanding notice, order or directive by
        any court or governmental agency or authority to the effect that the Seller
        is
        failing or has failed to comply with any law, rule, regulation or ordinance,
        or
        that the Seller is required to obtain any license, permit or order.
  2.5           Contractual
        Obligations
  (a)            Seller
        has furnished to Buyer true, correct and complete copies of all contracts,
        leases, agreements and other instruments, which constitute all contracts,
        leases, agreements or other instruments (with respect to the Business) to
        which
        the Seller is currently a party, other than those contracts which may be
        terminated by the Seller on no more than one month’s notice (the “Short-Term
        Contracts”) (all such contracts, agreements or other instruments pther than the
        Short-Term Contracts, the “Contracts”), which are specifically set forth on
        Schedule 2.5.  The Seller has not breached any material
        representation, warranty or covenant contained in any of the Contracts and
        is
        not otherwise in material default with respect thereto.  The Seller
        does not have any knowledge that any other party to any Contract is in default
        or is claimed to be in default in complying with any provision thereof or
        has
        committed or permitted any event which, with notice or the passage of time
        or
        both, would constitute such a default.  Each Contract is in full force
        and effect and is valid and binding upon the parties thereto. The Buyer shall
        bear no liability in respect of any Short-Term Contract following the
        termination of such Short-Term Contract by the Buyer.
  (b)           The
        sale and assignment of the Purchased Assets to the Buyer by the Buyer will
        not
        cause any breach or default on the part of the Seller with respect to any
        of the
        Contracts.
  2.6           Title
        to Assets: Condition of Assets
  (a)            The
        Seller has good and marketable title to all Purchased Assets, free and clear
        of
        any lien, mortgage, security interest, charge, pledge, retention of title
        agreement, adverse claim, easement, encroachment, restrictive covenant or
        other
        encumbrance affecting title to any property of any sort (any such encumbrance,
        a
“Lien”) and no other person, firm, corporation, partnership, association,
        governmental or judiciary agency or other entity (any such person or entity,
        a
“Person”) has or will have at Closing any interest whatsoever in any of the
        Purchased Assets.
  (b)            The
        Inventory included in the Purchased Assets has been acquired in the ordinary
        course of the Seller’s business.
  2.7           Intellectual
        Property
  (a)            Seller
        represents and warrants that all Intellectual Property necessary for the
        operation of the Business as presently conducted is owned by Integrated Brands,
        Inc. (“IB”), an affiliate of the Seller.  Each item of Intellectual
        Property owned by IB and relating to the Business immediately prior to the
        Closing hereunder will be owned or available for use by Buyer on identical
        terms
        and conditions immediately subsequent to the Closing hereunder.  IB
        has taken all necessary action to maintain and protect each item of Intellectual
        Property with respect to the Business that it owns or uses.
  (b)            Seller
        or IB, in Seller’s operation of the Business, have not interfered with,
        infringed upon, misappropriated, or otherwise come into conflict with any
        Intellectual Property rights of third parties, and none of Seller
        or
   4
   IB’s
        directors and officers (and employees with responsibility for Intellectual
        Property matters) have ever received any charge, complaint, claim, demand
        or
        notice alleging any such interference, infringement, misappropriation, or
        violation (including any claim that Seller or IB must license or refrain
        from
        using any Intellectual Property rights of any third party).  To the
        knowledge of Seller, no third party has interfered with, infringed upon,
        misappropriated, or otherwise come into conflict with any Intellectual Property
        rights of IB.
  (c)            Schedule
        “2.7(c)” identifies each patent or registration, including, without limitation,
        each trademark registration, which has been issued to IB with respect to
        any of
        its Intellectual Property, identifies each pending patent application or
        application for registration which IB has made with respect to any of its
        Intellectual Property, and identifies each license, agreement, or other
        permission which IB has granted to any third party with respect to any of
        its
        Intellectual Property (together with any exceptions).  IB has
        delivered to Buyer correct and complete copies of all such patents,
        registrations, trademark registrations, applications, licenses, agreements,
        and
        permissions (as amended to date) and has made available to Buyer correct
        and
        complete copies of all such other written documentation evidencing ownership
        and
        prosecution (if applicable) of each such item.  Schedule 2.7(c)
        also identifies each trade name or unregistered trademark used by Seller
        in
        connection with the Business.  With respect to each item of
        Intellectual Property required to be identified in Schedule
“2.7(c)”:
  (i)            IB
        possesses all right, title and interest in and to such item, free and clear
        of
        any Security Interest, license or other restriction;
  (ii)            such
        item is not subject to any outstanding injunction, judgment, order, decree,
        ruling or charge;
  (iii)            no
        action, suit, proceeding, hearing, investigation, charge, complaint, claim
        or
        demand is pending to the knowledge of Seller or is threatened with challenges
        the legality, validity, enforceability, use, or ownership of such item;
        and
  (iv)            Seller
        and IB have not ever agreed to indemnify any Person for or against any
        interference, infringement, misappropriation or other conflict with respect
        to
        such item.
  (d)            “Intellectual
        Property” means with respect to the Business (i) all inventions (whether
        patentable or unpatentable and whether or not reduced to practice), all
        improvements thereto, and all patents, patent applications, and patent
        disclosures, together with all reissuances, continuations,
        continuations-in-part, revisions, extensions, and reexaminations thereof,
        (ii)
        all trademarks, service marks, trade dress, logos, trade names, and corporate
        names, together with all translations, adaptations, derivations and combinations
        thereof and including all goodwill associated therewith, and all applications,
        registrations and renewals in connection therewith, (iii) all copyrightable
        works, all copyrights, and all applications, registrations and renewals in
        connection therewith and (iv) all trade secrets and confidential business
        information (including ideas, research and development, know-how formulas,
        compositions, manufacturing and production processes and techniques, technical
        data, designs, drawings, specifications, customer and supplier lists, pricing
        and cost information, and business and marketing plans and proposals), (vi)
        all
        computer software (including data and related documentation), (vii) all other
        proprietary rights and (viii) all copies and tangible embodiments thereof
        (in
        whatever form or medium).
  2.8           Environmental
        Matters
  (a)            The
        Purchased Assets and operations of the Business are and have been in compliance
        in all material respects with all applicable Environmental Laws (as hereinafter
        defined).  There are and have been no hazardous materials stored,
        handled or otherwise located in, on or under of any of the Real Estate or
        other
        Purchased Assets, other than in the ordinary course of Business, and there
        have
        been no known releases or threatened releases of hazardous materials in,
        on or
        under the Real Estate or any property occupied by the Seller.  The
        Seller has not stored or caused to be stored any hazardous materials on or
        under
        any of the Real Estate or other Purchased Assets, other than in compliance
        with
        Environmental Laws.
  (b)            None
        of the Manufacturing Facility or other Purchased Assets is the subject of
        any
        federal, state or local investigation evaluating whether (i) any remedial
        action
        is needed to respond to a release or threatened release of any hazardous
        materials into the environment or (ii) any release or threatened release
        of any
        hazardous materials into the environment is in contravention of any
        Environmental Law.
   5
   
   (c)            The
        Seller has no present or any contingent liability in connection with the
        presence either on or off of the Manufacturing Facility or other Purchased
        Assets of any hazardous materials or any release or threatened release of
        any
        hazardous materials into the environment.
  (d)            As
        used herein, the term “Environmental Laws” shall mean any federal, state,
        territorial, provincial or local law, common law doctrine, rule, order, decree,
        judgment, injunction, license, permit or regulation relating to environmental
        matters, including, without limitation, those pertaining to land use, air,
        soil,
        service water, ground water, public or employee health or safety or any other
        environmental matter, together with any other laws relating to emissions,
        discharges, releases or threatened releases of any pollutant or contaminant,
        including, without limitation, medical, chemical, biological, biohazardous
        or
        radioactive waste and materials or otherwise relating to the manufacture,
        processing, distribution, use, storage, disposal, transportation, discharge
        or
        handling of any contaminant.
  2.9           OSHA
  The
        Seller in its operation of the Business and the Purchased Assets are presently
        in material compliance with all applicable occupational safety and health
        rules,
        regulations and laws.
  2.10           Licenses
  The
        Seller has obtained all approvals, permits and licenses required by any federal,
        state, territorial, local or foreign law, rule or regulation, relating to
        or
        otherwise affecting the Business, the provision of the Services and the
        ownership and operation of the Purchased Assets (collectively, the
“Licenses”).  The Licenses are listed, along with their expiration
        dates, on Schedule “2.10.”  Seller, to the Knowledge of Seller, is in
        material compliance with all Licenses.  No action, suits, proceeding,
        investigation, or claim is pending or, to Seller’s Knowledge, threatened to
        revoke or limit any License.
  2.11           Brokers
  The
        Seller is not under any obligation to any broker, finder or other intermediary
        in connection with the sale of the Purchased Assets that would cause the
        Buyer
        to become liable for payment of any fee or expense with respect
        thereto.
  2.12           Disclosure
  No
        representation or warranty of the Seller in this Agreement or in any
        certificate, schedule, statement or other document furnished or to be furnished
        by the Seller to the Buyer pursuant hereto or in connection with the
        transactions contemplated hereby contains or will contain any untrue statement
        of a material fact or omits or will omit to state any material fact required
        to
        be stated herein or therein or necessary to make the statements herein or
        therein not misleading.
  ARTICLE
        III
  Representations
        and Warranties of the Buyer
  The
        Buyer hereby represents and warrants to the Seller as follows:
  3.1           Organization
        and Good Standing
  Buyer
        is a duly organized and validly existing corporation in good standing under
        the
        laws of the State of California, Buyer is duly qualified to do business as
        a
        foreign corporation and is in good standing in each jurisdiction in which
        it
        owns or leases real property or in which the conduct of its business requires
        such qualification, except where the failure to so qualify could not reasonably
        be expected to cause a material adverse effect on the business or operations
        of
        Buyer.
  3.2           Binding
        Agreement: No Litigation
  This
        Agreement has been duly executed and delivered by Buyer and is a valid and
        binding obligation and agreement of Buyer enforceable in accordance with
        its
        terms (except as enforceability may be limited by bankruptcy, insolvency,
        conservatorship, receivership, liquidation, reorganization, moratorium or
        similar laws affecting creditors rights generally).  The execution,
        delivery and performance of this Agreement by Buyer, including the purchase
        of
        the Purchased Assets and assumption of the Assumed Liabilities hereunder,
        will
        not violate, contravene, result in a breach of or constitute a default (with
        due
        notice or lapse of time or both) under the Articles of Incorporation or By-Laws
        of the Buyer, or any note, mortgage, contract, instrument, judgment, law,
        rule,
        regulation or decree to which the Buyer is a party or by which the Purchased
        Assets are bound.
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   3.3           Brokers
  Buyer
        is not under any obligation to any broker, finder or other intermediary in
        connection with the purchase of Purchased Assets or assumption of the Assumed
        Liabilities, which would cause Seller to become liable for payment of any
        fee or
        expense with respect thereto.
  3.4           Disclosure
  No
        representation or warranty of the Buyer in this Agreement or in any certificate,
        schedule, statement or other document furnished or to be furnished by the
        Buyer
        to the Seller pursuant hereto or in connection with the transactions
        contemplated hereby contains or will contain any untrue statement of a material
        fact or omits or will omit to state any material fact required to be stated
        herein or therein or necessary to make the statements herein or therein not
        misleading.
  ARTICLE
        IV
  Closing:
   4.1           Place
        and Date ofClosing.  The consummation of the transactions
        contemplated by this Agreement (the “Closing”) shall take place on March 30,
        2007 (the date of the Closing being referred to herein as the “Closing
        Date”).
   4.2           Actions
        at Closing. At the Closing, there shall be made, by all necessary and
        appropriate persons, all payments and deliveries stated in this Agreement
        to be
        made at the Closing and/or on or prior to the Closing Date.
   ARTICLE
        V
  Indemnification
  5.1           Indemnification
        by the Seller
  (a)            The
        Seller hereby agrees to jointly and severally defend, indemnify and hold
        Buyer
        and its officers, directors, employees, agents, attorneys and representatives
        (individually, a “Buyer Indemnitee” and, collectively, the “Buyer
        Indemnitees”), harmless from and against any damages, liabilities, losses
        and expenses, including, without limitation, reasonable attorney’s fees
        (collectively, “Seller Losses”), which may be sustained or suffered by
        Buyer arising out of, based upon, or by reason of a breach of any representation
        or warranty, or failure to perform any agreement or covenant made by the
        Seller
        in this Agreement or in any agreement or document pursuant hereto or arising
        out, based upon, or by reason any claim, action or proceeding asserted or
        instituted or growing out of, any matter or thing covered by such
        representations, warranties or covenants.  Without limiting the
        foregoing, the Seller hereby agrees to jointly and severally defend, indemnify
        and hold each Buyer Indemnitee harmless from any debts, responsibilities,
        obligations or liabilities of or claims against the Seller arising or with
        respect to periods ending on or prior to the Closing Date.
  5.2           Notice:
        Defense of Claims
  Each
        party of this Agreement shall give
        prompt written notice to the other party or parties to this Agreement under
        each
        claim for indemnification hereunder specifying the amount and nature of the
        claim and any matter which is likely to give rise to an indemnification
        claim.  Each party to this Agreement has the right to participate at
        his or its own expense in the defense of any such matter or settlement, or
        the
        indemnified party may direct the indemnifying party to take over the defense
        of
        such matters so long as such defense is expeditious.  Failure to give
        timely notice of a matter which may give rise to an indemnification claim
        shall
        not affect the rights of the indemnified party to collect such claim from
        the
        indemnifying party so long as such failure to so notify does not materially
        adversely affect the indemnifying party’s ability to defend such claim against
        the third party.  No indemnifying party, in the defense of any claim
        or litigation, shall, except with the consent of an indemnified party, which
        consent shall not be unreasonably withheld or delayed, consent to entry of
        any
        judgment or enter into any settlement by which such indemnified party is
        to be
        bound and which judgment or settlement does not include as an unconditional
        term
        thereof the giving by the claimant or plaintiff to such indemnified party
        of a
        release from all liability and respect to such claim or litigation.
  5.3               Exclusive
        Remedy
  Except
        as provided below, the
        parties have acknowledged and agree that the exclusive remedy of one party
        against the other party for any matter rising under this Agreement or the
        transactions contemplated hereby as a remedy expressly provided in this Article
        V and such other party shall have no other obligation with respect
        thereto.  Notwithstanding the foregoing, a party shall have the right
        to specifically enforce a provision of this Agreement either pursuant to
        Article
        5 or otherwise.  The foregoing notwithstanding, the provisions of this
        Section 5.3 shall not apply in the case of fraud or intentional
        misrepresentation on the part of any party to this Agreement.
   7
  ARTICLE
        VI
  6.1               Deposits
  Seller
        shall be entitled to the
        refund of all deposits including, without limitation, those relating to its
        lease of the Manufacturing Facility and those made to
        utilities.  Buyer shall assist Seller in recovering such deposits to
        the extent so requested by Seller
   ARTICLE
        VII
  Miscellaneous
   7.1           Materiality
        and Survival Period
 All
        of the Buyer’s and the Seller’s respective representations and warranties set
        forth in this Agreement shall be deemed to have been material and relied
        upon by
        the party to whom made and shall survive Closing and remain in full force
        and
        effect after the Closing Date and shall expire upon the second anniversary
        of
        the Closing Date.
  7.2           Expenses
 The
        Buyer, on the one hand, and the Seller, on the other, shall each pay all
        of its
        own respective costs and expenses incurred or to be incurred by them,
        respectively, in negotiating and preparing this Agreement and in closing
        and
        carrying out the transactions contemplated by this Agreement.  Seller
        shall not pay any such expenses.
  7.3           Notices
 All
        notices, requests, demands, instructions and other communications hereunder
        shall be in writing and shall be deemed to be effective only if delivered
        by
        hand, by facsimile transmission, by nationally-recognized overnight courier
        service or by prepaid United States registered or certified mail, return
        receipt
        requested, as follows:
  (a)           If
        to Seller, to:
 
 Coolbrands
        Manufacturing Inc.
 210
        Shields Court
 Markham,
        Ontario, Canada
 L3R
        8V2
 Attn:  Michael
        Serruya
 Facsimile
        No.  905-479-5235
 
 with
        a copy to:
 
 Bernard
        Gropper, Barrister and Solicitor
 261
        Davenport Road
 Toronto,
        Ontario,
        Canada
 M5R
        1K3
 Attn:  Yaakov
        Eizicovics
 Facsimile
        No. 416-487-3002
 
 
 (b)           If
        to Buyer, to:
 
 J
        & J Snack Foods Corp. of California
 c/o
        J & J Snack Foods Corp.
 6000
        Central Highway
 Pennsauken,
        New Jersey  08109
 Attn:  Gerald
        B. Shreiber, Chairman of the Board
 Facsimile
        No. 856-665-1653
 
 With
        a copy to:
 
 Flaster/Greenberg
        P.C.
 110
        Chapel Avenue West
 Cherry
        Hill, New Jersey  08002
 Attn:  A.
        Fred Ruttenberg, Esquire
 Facsimile
        No. 856-661-1919
  8
  
 or
        to such other address as Seller or Buyer may specify by written notice to
        the
        other from time to time in accordance with this Agreement. Such notices,
        requests, demands and other communication hereunder shall be deemed to have
        been
        duly given upon receipt thereof.
  7.4           Governing
        Law: Arbitration
  This
        Agreement shall be governed by and construed in accordance with the internal
        laws of the State of New York, without giving effect to the principles of
        conflict of laws.
  Any
        dispute arising out of or relating to this Agreement, including, without
        limitation, the interpretation of any provision of this Agreement or the
        breach,
        termination or validity hereof (a “Dispute”) shall be settled finally by an
        arbitration proceeding conducted in accordance with the Commercial Arbitration
        Rules of the American Arbitration Association (the “AAA”) then in effect (the
“AAA Rules”); provided that the provisions hereof shall be
        controlling in the event of any conflict with the AAA Rules. Any arbitration
        proceeding pursuant to this Section 10(b) shall be conducted in Manhattan,
        in
        the State of New York before a single arbitrator (the “Panel”) selected by the
        AAA.
  At
        any oral hearing of evidence in connection with the arbitration, a party
        shall
        have the right to examine its witnesses and to cross-examine the witnesses
        of
        the opposing party. No evidence of any witness shall be presented in written
        form unless the opposing party shall have the opportunity to cross-examine
        such
        witness, except as the parties otherwise agree in writing or except under
        extraordinary circumstances where the Panel determines that the interests
        of
        justice require a different procedure.
  Subject
        to Sections 5.3,**any decision or award of the Panel (an
“Arbitral Decision”) shall be final and binding upon the
        parties.  The parties hereby waive to the extent permitted by law any
        rights to appeal such decision or award to, or the review of such decision
        or
        award by, any court or tribunal.  An Arbitral Decision may be enforced
        against the Parties and/or their respective assets in any court having proper
        jurisdiction.
  THE
        PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING
        OUT OF
        OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER
        NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT
        OR
        OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH
        WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR
        AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY
        PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE
        CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT
        JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.
  7.5           Successors
        and Assigns
  The
        rights created by this Agreement shall inure to the benefit of, and the
        obligations created hereby shall be binding upon, the successors, heirs and
        assigns of the respective parties hereto.
  7.6           Entire
        Agreement: Severability and Enforcement
  (a)          This
        Agreement and the instruments delivered pursuant hereto constitute the entire
        agreement between the parties and supersede all prior agreements and
        understandings, written or oral, between the parties relating to the subject
        matter hereof.  This Agreement may be amended or supplemented only by
        a writing signed by all of the parties hereto.
  (b)          Each
        provision of this Agreement is severable.  If any provision of this
        Agreement is found to be unenforceable or in violation of any statute, rule,
        regulation, order or decree of any governmental authority, court or agency,
        then
        such provision shall be modified to the minimum extent necessary so as to
        render
        it enforceable and cure such violation, and all other provisions hereof shall
        remain in full force and effect notwithstanding such violation.
   9
   7.7           Further
        Assurances
 
 In
        order to more fully assure the Buyer of the benefit of acquiring the Purchased
        Assets hereunder, the Seller hereby agrees to provide to the Buyer, whether
        before or after Closing, such confirmations of fact, records, certificates
        and
        other documents and things as may be reasonably requested by the Buyer to
        demonstrate the Buyer’s legal and beneficial ownership of the Purchased Assets
        and to otherwise carry out the purposes of this Agreement.
  7.8           Headings
 
 The
        headings contained in this Agreement are for convenience of reference only
        and
        the headings shall not be considered a part of this Agreement or used to
        construe any provision hereof.
  7.9           Counterparts
 
 This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        deemed an original and all of which, taken together, shall constitute one
        and
        the same instrument.
  
 
 
  10
  
 IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the date
        and
        year first above written.
 
 J
&
J
        SNACK FOODS
        CORP. OF CALIFORNIA
 
 By: 
        ”Gerald B.
        Schreiber”
 Name:  Gerald
                  B. Shreiber
 Title:Chairman of the Board
 
 COOLBRANDS
        MANUFACTURING INC.
 
 By:  
        ”Michael
        Serruya”
 Name:  Michael
        Serruya
 Title:    President
 
 
 
 11