**Exhibit
        4.16**
 
 Intercreditor
        and Subordination Agreement dated November 17, 2006
 
 **INTERCREDITOR
        AND SUBORDINATION AGREEMENT**
 
 INTERCREDITOR
        AND SUBORDINATION AGREEMENT, dated as of November 17, 2006, (this
“Agreement”), by and among 2118769 Ontario Inc., an Ontario corporation
        (“Ontario”), Michael Serruya, an individual (“Serruya” and
        together with Ontario, the “Subordinated Creditors”), JPMORGAN CHASE
        BANK, N.A., in its capacity as administrative agent for itself and the other
        lenders party to the Integrated Credit Agreement (as defined below) (in such
        capacity, the “Integrated Agent”), and JPMORGAN CHASE BANK, N.A., in its
        capacity as administrative agent for itself and the other lenders party to
        the
        Americana Credit Agreement (as defined below) (in such capacity, the
“Americana Agent” and together with the Integrated Agent, the
“Administrative Agent”).
  **INTRODUCTORY
        STATEMENT**
  A.           All
        capitalized terms used herein and not otherwise defined above or in this
        Introductory Statement are used as defined in Section 1.
  B.           Integrated
        Brands Inc., Eskimo Pie Frozen Distribution, Inc., Eskimo Pie Corporation
        and
        Coolbrands Dairy, Inc., as Borrowers (the “Integrated Borrowers”), the
        Loan Guarantors party thereto (the “Integrated Loan Guarantors” and
        together with the Integrated Borrowers, the “Integrated Loan Parties”),
        the lenders party thereto (the “Integrated Lenders”) and the Integrated
        Agent entered into that certain Credit Agreement, dated as of April 21, 2006
        (as
        amended, supplemented or otherwise modified from time to time, the
“Integrated Credit Agreement”).
 
 C.           Americana
        Foods Limited Partnership, as Borrower (the “Americana Borrower” and,
        together with the Integrated Borrowers, the “Borrowers” and each a
“Borrower”), the lenders party thereto (the “Americana Lenders”
and together with the Integrated Lenders, the “Senior Lenders”) and the
        Americana Agent entered into that certain Credit Agreement, dated as of April
        21, 2006 (as amended, supplemented or otherwise modified from time to time,
        the
“Americana Credit Agreement” and together with the Integrated Credit
        Agreement, the “Senior Credit Agreements”).
  D.           To
        secure all present and future obligations of the Integrated Borrowers under
        or
        in connection with the Integrated Credit Agreement and the other Integrated
        Loan
        Documents, pursuant to the Integrated Collateral Documents the Integrated
        Loan
        Parties have granted and hereafter may grant to the Integrated Agent Liens
        in
        substantially all of such Integrated Loan Parties’ assets, real and personal,
        tangible and intangible, now existing or hereafter arising or acquired and
        the
        proceeds thereof as more particularly set forth in their respective Integrated
        Collateral Documents (the “Collateral”).
  E.           The
        Integrated Loan Parties (the “Americana Guarantors”) have each executed a
        Guarantee (collectively, the “Americana Guarantees”) in favor of the
        Americana Agent pursuant to which the Americana Guarantors have guaranteed
        the
        timely payment and performance of the Secured Obligations (as defined in
        the
        Americana Credit Agreement).
  F.           To
        secure all present and future obligations of the Americana Guarantors under
        or
        in connection with the Americana Guarantees, the Americana Guarantors have
        granted and hereafter may grant to the Americana Agent Liens in the Collateral
        owned by them.
  G.           Each
        of the Integrated Loan Parties party thereto, the Integrated Lenders party
        thereto and the Integrated Agent, entered into that certain Forbearance,
        Waiver
        and First Amendment to Credit Agreement, dated as of the date hereof (as
        amended, supplemented or otherwise modified from time to time, the
“Forbearance and First Amendment”), pursuant to which, among other
        things, the Integrated Agent and the Integrated Lenders have agreed to permit
        the Integrated Loan Parties to grant a junior security interest in the
        Collateral to the Subordinated Creditors.
  H.           It
        is a condition precedent to the effectiveness of the Forbearance and First
        Amendment that the parties hereto shall have executed and delivered this
        Agreement in order to set forth the relative rights and priorities of the
        Administrative Agent, the Senior Lenders and the Subordinated Creditors under
        the Senior Debt Documents and the Subordinated Debt Documents.
  Accordingly,
        in consideration of the foregoing and for other good and valuable consideration,
        the receipt and sufficiency of which are hereby acknowledged, the Administrative
        Agent on behalf of the Senior Lenders and the Subordinated Creditors hereby
        agree as follows:
  1.           Defined
        Terms.
  (a)           As
        used in this Agreement, the following terms shall have the following
        meanings:
   1
  
  “Alternate
        Forum” has the meaning given to such term in Section 16 hereof.
  “Americana
        Collateral Documents” means the “Collateral Documents,” as defined in the
        Americana Credit Agreement.
  “Americana
        Loan Documents” means the “Loan Documents,” as defined in the Americana
        Credit Agreement.
  “Americana
        Obligations” means all obligations of the Americana Guarantors arising
        under, with respect to or in connection with any Americana
        Guarantee.
  “Americana
        Security Agreement” means that certain Pledge and Security Agreement, dated
        as of April 21, 2006, among the Americana Guarantors and the Americana Agent,
        for the benefit of the Americana Agent and the Americana Lenders, and any
        other
        pledge or security agreement entered into, after the date of this Agreement
        by
        any other Integrated Loan Party (as required by the Americana Credit Agreement
        or any other Americana Loan Document), as the same may be amended, restated
        or
        otherwise modified from time to time.
  “Avoidance
        Action” has the meaning given to such term in Section 5 hereof.
  “Bankruptcy
        Code” means The Bankruptcy Reform Act of 1978, as heretofore and hereafter
        amended, and codified as 11 U.S.C. Section 101 etseq.
  “Business
        Day” means any day that is not a Saturday, Sunday or other day on which
        commercial banks in New York City are authorized or required by law to remain
        closed.
  “Holdings”
        means CoolBrands International Inc., a Canadian federal
        corporation.
  “Indebtedness”
        means any and all obligations and liabilities, principal, premiums, interest,
        fees, reimbursement obligations and indemnities, whether now or hereafter
        existing, absolute or contingent, secured or unsecured, due or not due, joint
        or
        several, and however arising (including interest, costs, fees and expenses
        (including professional fees) and any other amounts accruing after maturity
        and
        interest and any other amounts accruing after the filing of any petition
        in
        bankruptcy, or the commencement of any insolvency, reorganization or like
        proceeding regardless of whether such interest, costs, fees or expenses,
        including professional fees, is allowable, payable or accruable to the holders
        of such indebtedness in any such bankruptcy case, proceeding or other
        action).
  “Integrated
        Collateral Documents” means the “Collateral Documents,” as defined in the
        Integrated Credit Agreement.
  “Integrated
        Loan Documents” means the “Loan Documents,” as defined in the Integrated
        Credit Agreement.
  “Integrated
        Obligations” means
        the “Secured Obligations,” as defined in the Integrated Credit
        Agreement.
  “Integrated
        Security Agreement” means the “Security Agreement,” as defined in the
        Integrated Credit Agreement.
  “Indemnification
        Agreement” means that certain Indemnification and Waiver Agreement, dated as
        of November 17, 2006, by and among the Subordinated Creditors, the
        Administrative Agent and the Senior Lenders, as the same may be amended,
        restated or otherwise modified from time to time.
  “Lien”
        means any mortgage, deed of trust, hypothecation, pledge, security interest,
        assignment, deposit arrangement, encumbrance, lien (statutory or other),
        charge,
        preference, priority or other security or preferential arrangement, in each
        case, of any kind or nature whatsoever (including any right of setoff, any
        conditional sale or other title retention agreement, any agreement to grant
        a
        security interest at a future date, any lease in the nature of security or
        any
        agreement having substantially the same economic effect as any of the foregoing,
        the filing of, or agreement to give or authorize, any financing statement
        under
        the Uniform Commercial Code of any jurisdiction, and with respect to any
        equity
        interest or other security, any purchase option, call or similar right of
        a
        third party with respect to such equity interest or other
        security).
  “Loan
        Guarantors” has the meaning given to such term in the Integrated Credit
        Agreement.
  “Obligors”
        means, collectively, the  Integrated  Borrowers, Holdings
        and the other Integrated Loan Parties.
  “Person”
        shall mean any natural person, corporation, division of a corporation,
        partnership, limited liability partnership, limited liability company, trust,
        joint venture, association, company, estate, unincorporated organization
        or
        government or any agency or political subdivision thereof.
  “Senior
        Collateral Documents” means, collectively, the Americana Collateral
        Documents and the Integrated Collateral Documents.
  “Senior
        Credit Termination Date” shall mean the date upon which all of the Senior
        Debt has been indefeasibly paid in full in cash, any commitment to lend under
        the Senior Credit Agreements shall have been terminated in its entirety,
        and all
        letters of credit issued under or pursuant to the Senior Credit Agreements
        shall
        have expired or been terminated, cancelled, surrendered or cash collateralized
        in accordance with the terms of the Senior Credit Agreements.
   2
  
  “Senior
        Debt” means, collectively, the Integrated Obligations and the Americana
        Obligations.
  “Senior
        Debt Documents” means, collectively, the Integrated Loan Documents and the
        Americana Loan Documents.
  “Senior
        Security Documents” means collectively, the Americana Security Agreement and
        the Integrated Security Agreement.
  “Standby
        Letter of Credit” means that certain irrevocable standby letter of credit in
        favor of the Administrative Agent, for the ratable benefit of certain of
        the
        Senior Lenders, in the aggregate face amount of $5,000,000, as the same may
        be
        amended, restated or otherwise modified from time to time.
  “Subordinated
        Debt” means all obligations of each Obligor to the Subordinated Creditors
        evidenced by or incurred pursuant to the Subordinated Debt Documents;
provided, that the terms of such Subordinate Debt shall not impose on the
        Obligors any representations, warranties, covenants, events of default or
        remedies that, in the case of each such representation, warranty, covenant,
        event of default or remedy, are more restrictive or burdensome to the Obligors
        than the terms and provisions of the Senior Credit Agreements in effect at
        the
        time of the execution of the Subordinated Debt Documents.
  “Subordinated
        Debt Documents” means the Indemnification Agreement and the Standby Letter
        of Credit.
  “Subordinated
        Security Document” means any pledge or security agreement entered into by
        either Subordinated Creditor and any Obligor, and all other agreements,
        documents and instruments executed from time to time in connection therewith,
        as
        the same may be amended, restated or otherwise modified from time to time,
        in
        each case, as permitted hereunder.
  “Uniform
        Commercial Code” means the Uniform Commercial Code as in effect from time to
        time in the applicable jurisdiction.
  Rules
        of Construction.  All references to “Sections,” “Exhibits,”
“Schedules” and “paragraphs” shall be to Sections, Exhibits, Schedules and
        paragraphs, respectively, of this Agreement unless otherwise specifically
        provided.  Any of the terms specified in this paragraph 1 may, unless
        the context otherwise requires, be used in the singular or the plural depending
        on the reference.  All references to statutes and related regulations
        shall include, unless otherwise specifically provided herein, any amendments
        of
        same and any successor statutes and regulations, as applicable.  The
        words “include,” “includes” and “including” shall be deemed to be followed by
        the words “without limitation.”
  2.           Subordination.
  (a)           Payment.  (i) The
        Subordinated Creditors hereby irrevocably agree that any and all Subordinated
        Debt shall be in all respects subordinate, junior and inferior in right of
        payment and collection to the prior indefeasible payment in full in cash
        of any
        and all Senior Debt.  In the event of any receivership, insolvency,
        bankruptcy, assignment for the benefit of creditors, readjustment of
        indebtedness, composition, reorganization (whether or not pursuant to bankruptcy
        laws), sale of all or substantially all of the assets, dissolution, winding
        up,
        liquidation, or any other marshalling of the assets and liabilities of any
        of
        the Obligors while any of the Senior Debt remains outstanding, any payment
        or
        distribution of assets of any of the Obligors of any kind or character, whether
        in cash, securities or other property, which would otherwise be payable to
        or
        deliverable to the Subordinated Creditors upon or with respect to any or
        all of
        the Subordinated Debt or which would constitute the Collateral or the proceeds
        of the Collateral shall be paid or delivered directly to the Administrative
        Agent for application to the Senior Debt in accordance with this Agreement
        until
        the Senior Credit Termination Date has occurred.  The Senior Lenders
        shall have the right to enforce, collect and receive every such payment or
        distribution and give acquittance therefor.
  (ii)           The
        Subordinated Creditors hereby irrevocably agree that no payment of or on
        account
        of the Subordinated Debt shall be made, including by means of setoff, offset,
        recoupment or by any other means, whether or not there exists a Default or
        an
        Event of Default under and as defined in each respective Senior Credit
        Agreement, or any guaranty therefor enforced, unless and until the Senior
        Credit
        Termination Date has occurred. Until the Senior Credit Termination Date,
        all
        cash, cash equivalents or other property owned, leased or held by or on behalf
        of the Obligors shall be subject to this Agreement and the Subordinated
        Creditors hereby agree that their right to receive any payment or distribution
        therefrom shall be expressly subordinate and junior in right of payment to
        the
        indefeasible payment in cash in full of the Senior Debt.  The
        Subordinated Creditors hereby irrevocably further agree not to demand, receive
        or accept on account of the Subordinated Debt any payment prior to the Senior
        Credit Termination Date.
  (b)           Lien.  Notwithstanding
        anything to the contrary contained in any Senior Debt Document or Subordinated
        Debt Document and irrespective of (i) the time, order or method of attachment
        or
        perfection of the security
   3
  interests
        created by any Senior Security Document or Subordinated Security Document;
        (ii)
        the time or order of filing or recording of financing statements or other
        documents filed or recorded to perfect security interests in any Collateral;
        (iii) anything contained in any filing or agreement to which the Administrative
        Agent, any Senior Lender or the Subordinated Creditors may now or hereafter
        be a
        party; (iv) the rules for determining priority under the Uniform Commercial
        Code
        or any other law governing the relative priority of secured creditors; (v)
        whether the security interest or lien of the Administrative Agent on behalf
        of
        the Senior Lenders has been perfected; or (vi) the validity, enforceability
        or
        avoidability of any security interest or lien of the Administrative Agent
        on the
        Collateral, any security interest of the Subordinated Creditors in any of
        the
        Collateral is and shall be subordinate, junior and inferior in priority,
        operation and effect to any security interest or lien on such Collateral
        of the
        Administrative Agent on behalf of the Senior Lenders.  Until the
        Senior Credit Termination Date, the Subordinated Creditors agree that they
        shall
        not (i) except as permitted in paragraph 5 of this Agreement, take any action
        or
        enforce any of their rights under the Subordinated Debt Documents in respect
        of
        the Subordinated Debt or the Collateral; (ii) take any action or enforce
        any of
        their rights in respect of the Collateral, including any action of foreclosure;
        (iii) contest, protest or object to any foreclosure proceeding or action
        brought
        by the Administrative Agent or any Senior Lender or any other exercise by
        the
        Administrative Agent or any Senior Lender of any rights or remedies under
        any
        Senior Debt Document; (iv) take any action to enforce any of their rights
        in
        respect of any other property in or on which the Obligors have granted or
        may
        hereinafter grant a security interest or lien to secure the payment of the
        Subordinated Debt; or (v) amend, modify or supplement those provisions of
        the
        Subordinated Debt Documents relating to the Collateral or which would affect,
        impact or alter the right to payment thereunder to the extent that any such
        amendment, modification or supplement is adverse to the interests of the
        Administrative Agent or any Senior Lender; provided that the Subordinated
        Creditors may file any proof of claim or, subject to the restrictions and
        limitations placed upon the Subordinated Creditors as set forth in this
        Agreement, take any action necessary to perfect, protect and preserve their
        interests under the Subordinated Debt Documents.
  (c)           Exercise
        of Rights and Remedies.  In exercising rights and remedies with
        respect to the Collateral, the Administrative Agent and the Senior Lenders
        may
        enforce the provisions of the Senior Collateral Documents and exercise remedies
        thereunder and under any other Senior Debt Documents, all in such order and
        in
        such manner as they may determine in the exercise of their sole business
        judgment.  Such exercise and enforcement shall include the rights to
        sell or otherwise dispose of the Collateral, to incur expenses in connection
        with such sale or disposition and to exercise all the rights and remedies
        of a
        secured lender under the Uniform Commercial Code.
  (d)           Release
        of Lien.  The Administrative Agent’s and the Senior Lenders’
rights with respect to the Collateral include the right to release any
        or all of
        the Collateral from the Lien of any Senior Security Document or Subordinated
        Security Document during the pendency of any Event of Default and/or the
        exercise of any of the Administrative Agent’s or Senior Lenders’ remedies,
        including in connection with the sale or other disposition of such Collateral,
        notwithstanding that the net proceeds of any such sale may not be used to
        permanently prepay any Senior Debt or Subordinated Debt.  If the
        Administrative Agent or the Senior Lenders shall determine that the release
        of
        the Lien of any Subordinated Security Document on such Collateral is necessary
        or advisable, the Subordinated Creditors, as applicable, shall execute such
        release documents and instruments and shall take such further actions as
        the
        Administrative Agent or the Senior Lenders shall request.  Each
        Subordinated Creditor hereby irrevocably constitutes and appoints the
        Administrative Agent and any officer or agent of the Administrative Agent,
        with
        full power of substitution, as its true and lawful attorney-in-fact with
        full
        irrevocable power and authority in the place and stead of such Subordinated
        Creditor and in the name of such Subordinated Creditor or in the Administrative
        Agent’s own name, from time to time in the Administrative Agent’s discretion,
        for the purpose of carrying out the terms of this paragraph, to take any
        and all
        appropriate action and to execute any and all documents and instruments which
        may be necessary or desirable to accomplish the purposes of this paragraph,
        including any financing statements, endorsements, assignments or other
        instruments of transfer or release.  Each Subordinated Creditor hereby
        ratifies all that said attorneys shall lawfully do or cause to be done pursuant
        to the power of attorney granted in this paragraph.
  3.           Turnover
        of Payments.  Should any payment, distribution or security or the
        proceeds thereof (whether in cash, property or securities) be received by
        the
        Subordinated Creditors on or after the date of this Agreement and prior to
        the
        Senior Credit Termination Date on account of or with respect to any Subordinated
        Debt, the Subordinated Creditors shall forthwith deliver the same to the
        Administrative Agent for distribution to the Senior Lenders, in the form
        received (together with any endorsement or assignment by the Subordinated
        Creditors where required by the Administrative Agent), for application on
        account of the Senior Debt and, until so delivered, the same shall be held
        in
        trust by the Subordinated Creditors, as trustee for the Administrative Agent,
        for the benefit of the Senior Lenders.
  4.           Moratorium
        on Exercise of Rights and Remedies.
  (a)           The
        Subordinated Creditors agree that the Administrative Agent and the Senior
        Lenders shall have the sole and exclusive right to enforce rights and exercise
        remedies with respect to the Collateral.  Accordingly, notwithstanding
        any other provisions hereof or of the Subordinated Debt Documents to the
        contrary, the Subordinated
   4
  Creditors
        shall not exercise any remedies or rights whatsoever with respect to the
        Subordinated Debt or the Collateral under the Subordinated Debt Documents
        or
        otherwise, including the right to accelerate or demand payment of or sue
        for
        arrearage with respect to the Subordinated Debt or commence or join with
        any
        other creditor in commencing any proceeding or action for liquidation,
        dissolution, receivership, insolvency, reorganization or bankruptcy of any
        Obligor, until the Senior Credit Termination Date.
  (b)           Nothing
        in this Agreement shall impose any duty, responsibility or obligation upon
        the
        Administrative Agent or the Senior Lenders with respect to the Collateral,
        the
        Obligors, or with respect to amounts owed to the Subordinated
        Creditors.  All rights and interests of the Administrative Agent and
        the Senior Lenders, and all agreements and obligations of the Subordinated
        Creditors, under this Agreement shall remain in full force and effect
        irrespective of any circumstance which might constitute a defense available
        to,
        or a discharge of the Subordinated Creditors or the Obligors in respect of
        the
        Senior Debt or in respect of this Agreement.
  (c)           The
        Subordinated Creditors agree and acknowledge that, until the Senior Credit
        Termination Date has occurred, the Subordinated Creditors shall not exercise
        any
        claims or rights by way of subrogation or otherwise as a result of the payment
        of any amounts to the Administrative Agent or the Senior Lenders on account
        of
        the Senior Debt.  This Agreement shall continue to be effective or
        shall be reinstated, as the case may be, if at any time any lien or security
        interest asserted by the Administrative Agent or the Senior Lenders is avoided
        or payment on or in respect of the Senior Debt shall be rescinded or must
        otherwise be returned by the Administrative Agent or the Senior Lenders upon
        the
        insolvency, bankruptcy, reorganization of the Obligors or otherwise, all
        as
        though such payment had not been made.
  5.           Agreements
        Regarding Insolvency.
  (a)           The
        Subordinated Creditors hereby irrevocably consent and agree to (i) the granting
        to the Administrative Agent or the Senior Lenders of any replacement liens
        or
        other adequate protection to the Administrative Agent or the Senior Lenders
        pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364, 365, 506 or 553; and (ii)
        any conditions, restrictions or limitations requested by the Administrative
        Agent or the Senior Lenders with respect to the use by the Obligors of the
        Administrative Agent’s or the Senior Lenders’ Collateral, including cash
        collateral.  Until the Senior Credit Termination Date, the
        Subordinated Creditors agree that they will not extend credit or grant any
        financial accommodation to the Obligors or provide or participate in any
        debtor-in-possession financing or any exit financing under a plan of
        reorganization for the Obligors except (a) to the extent such financing is
        junior to the Senior Debt and secured by Liens junior to the Liens securing
        the
        Senior Debt or (b) as part of a debtor-in-possession or exit financing arranged
        by the Administrative Agent.  To the extent that the Subordinated
        Creditors have or acquire any rights under 11 U.S.C. §§ 361, 363, 364 or 553
        with respect to the Collateral, the Subordinated Creditors hereby agree not
        to
        assert such rights without the prior written consent of the Administrative
        Agent; provided, that if requested by the Administrative Agent, the
        Subordinated Creditors shall seek to exercise such rights in the manner
        requested by the Administrative Agent. ****Further, the
        Subordinated Creditors agree that notwithstanding anything in 11 U.S.C.
§ 506 to the contrary, the Subordinated Creditors’ rights or entitlement to
        receive any payments in respect of the Subordinated Debt Documents in connection
        with the Subordinated Debt and the Collateral shall in all respects be junior
        and subordinate to the Administrative Agent’s and the Senior Lenders’ right to
        receive interest, costs, fees or expenses, including professional fees, even
        to
        the extent the Administrative Agent or the Senior Lenders are deemed
        unsecured.  In addition, the Subordinated Creditors each irrevocably
        agrees that it shall not vote in favor of any plan of reorganization or support
        or promote any such plan proposed under 11 U.S.C. § 1129 by, for or on
        behalf of the Obligors unless the Administrative Agent and the Senior Lenders
        vote in favor of such plan; provided, however, that in any
        bankruptcy case filed by or against the Obligors, the Subordinated Creditors
        may
        appear as a party-in-interest pursuant to 11 U.S.C. § 1109 for all purposes
        subject to the restrictions and limitations contained herein.
  (b)           If
        at any time any liens, security interests, guaranty, undertaking or promise
        given by any of the Obligors to the Subordinated Creditors is challenged,
        avoided, voided, disallowed, recharacterized or subordinated in whole or
        in part
        (collectively, an “Avoidance Action”), the Subordinated Creditors and the
        Obligors each hereby acknowledge and agree that such Avoidance Action or
        its
        outcome shall not impair, affect, avoid, or limit the Senior Debt, the
        Administrative Agent’s or the Senior Lenders’ liens, security interests or
        rights in and to the Collateral, or their respective rights or interests
        in, to
        or under this Agreement, the Senior Credit Agreements or the other Senior
        Debt
        Documents.
  (c)           The
        provisions of this Agreement shall continue in full force and effect
        notwithstanding any commencement of a proceeding under the Bankruptcy Code,
        receivership, insolvency, assignment for the benefit of creditors, readjustment
        of indebtedness, composition, reorganization (whether or not pursuant to
        bankruptcy laws), sale of all or substantially all of the assets, dissolution,
        winding up, liquidation, or any other marshalling of the assets and liabilities
        of any of the Obligors.
   5
  
  6..           Assignment
        of Subordinated Debt, etc.  Each Subordinated Creditor is
        prohibited from assigning or otherwise transferring the Subordinated Debt,
        the
        Subordinated Debt Documents or their rights and claims under the Subordinated
        Debt Documents, except to an assignee or other transferee that has expressly
        acknowledged and assumed in writing all of the obligations of the Subordinated
        Creditors under this Agreement.
  7.           Continuing
        Agreement; Modification of Terms of Senior Debt.
  (a)           This
        Agreement shall constitute a continuing agreement of subordination, and the
        Senior Lenders may, without notice to the Subordinated Creditors, lend
        additional monies, extend further credit and make other financial accommodations
        to or for the account of the Obligors in reliance hereon or sell, assign
        or
        convey all or a portion of the Senior Debt and/or interest in the Collateral
        securing such Senior Debt.  The Subordinated Creditors, in advance,
        hereby irrevocably waive, release and disclaim any rights to direct, compel,
        request or assert claims against the Administrative Agent or the Senior Lenders
        to marshall, assemble, arrange, sell, use or dispose of the Collateral or
        any
        other property of the Obligors in any order, manner or fashion.
  (b)           The
        Administrative Agent and the Senior Lenders, at any time and from time to
        time,
        may enter into such agreement or agreements with the Obligors, as the
        Administrative Agent and the Senior Lenders may deem proper, granting additional
        collateral to the Administrative Agent, extending the time of payment or
        renewing or otherwise altering in any manner the terms of all or any of the
        Senior Debt or affecting in any manner any security underlying any or all
        of the
        Senior Debt, or may exchange, sell or surrender or otherwise deal with any
        of
        the Collateral therefor, or may release any balance of funds of the Obligors
        with the Administrative Agent or the Senior Lenders without notice to the
        Subordinated Creditors and without in any way impairing or affecting this
        Agreement.
  (c)           Any
        amendment, supplement, modification, consent or waiver in respect of the
        observance or performance of the covenants set forth in any Senior Debt Document
        or any Event of Default (as defined in each respective Senior Credit Agreement)
        thereunder shall be deemed to be an amendment, supplement, modification,
        consent
        or waiver in respect of the observance or performance of the covenants set
        forth
        in the Subordinated Debt Documents or any breach or default thereunder arising
        from the same facts and shall be deemed to be binding on the Subordinated
        Creditors.
  (d)           No
        right of any present or future holders of any Senior Debt to enforce any
        of the
        provisions of this Agreement shall at any time in any way be prejudiced or
        impaired by any act or failure to act on the part of the Administrative Agent
        or
        the Senior Lenders or any act or failure to act, in good faith, by any such
        holder, or by any noncompliance by the Obligors with the terms of the Senior
        Debt Documents or the Subordinated Debt Documents, regardless of any knowledge
        thereof which any such holder may have or be otherwise charged
        with.  The holders of the Senior Debt may extend, renew, modify, or
        amend the terms of the Senior Debt or any security therefor and release,
        sell or
        exchange such security or otherwise deal freely with the Obligors, all without
        affecting the liabilities and obligations of the Subordinated Creditors to
        the
        holders of the Senior Debt.
  8.           No
        Modification of Subordinated Debt Documents.  No rights, remedies,
        claims or privileges created by or in favor of the Subordinated Creditors
        arising under, with respect to or in connection with the Subordinated Debt
        Documents or any documents executed in connection therewith may be expanded
        or
        enlarged in any respect unless they are not adverse to or detrimental to
        interests of the Administrative Agent and the Senior Lenders and the
        Subordinated Debt Documents shall not be amended, modified or changed in
        any
        respect, in each case, without the express prior written consent of the
        Administrative Agent if such amendment, modification or change is adverse
        to or
        detrimental to the interests of the Administrative Agent and the Senior
        Lenders.
  9.           Waiver
        and Amendment.  The Administrative Agent’s or the Senior Lenders’
delay in or failure to exercise any right or remedy shall not be deemed
        to
        modify, alter, waive or amend any obligation of the Subordinated Creditors
        under
        this Agreement.  The terms of this agreement may be waived, amended,
        supplemented or modified only by a written instrument executed by the Integrated
        Borrowers, the other Obligors, the Administrative Agent and the Subordinated
        Creditors.
  10.           Successors
        and Assigns.  This Agreement shall inure to the benefit of the
        Administrative Agent’s or the Senior Lenders’ successors and assigns and shall
        bind the successors and assigns of the Subordinated Creditors.
  11.           Application
        of Payments and Proceeds of Collateral.  Until the occurrence of
        the Senior Credit Termination Date, all payments received by the Administrative
        Agent and the Senior Lenders, or any of them, from the Obligors shall be
        applied
        as provided in the Senior Credit Agreements.  All proceeds of the
        Collateral received by the Administrative Agent on behalf of the Senior Lenders
        shall be applied as provided in the Senior Credit Agreements.  Upon
        the indefeasible payment in full in cash of all of the Senior Debt and the
        occurrence of the Senior Credit Termination Date,
   6
  the
        Administrative Agent and the Senior Lenders shall turn over to the Subordinated
        Creditors all Collateral remaining in their possession.
  12.           Conditions
        Precedent.  It shall be a condition precedent to the effectiveness
        of this Agreement that the Obligors execute and deliver the Forbearance and
        First Amendment and consent to this Agreement.
  13.           Governing
        Law.  This Agreement shall be construed in accordance with and
        governed by the laws of the State of New York.
  14.           Notices.  Notices
        and other communications provided for herein shall be in writing and shall
        be
        delivered by hand, facsimile or mailed by overnight delivery as
        follows:
  (a)           if
        to the Administrative Agent or Senior Lenders:
  Chase
        Business Credit
 1166
        Avenue of the Americas
 New
        York, NY 10036
 Attention:  Mark
        A. Cuccinello
 Fax:  (212)
        899-2929
  (b)           if
        to the Subordinated Creditors:
  [______________________]
  All
        notices and other communications given to any party hereto in accordance
        with
        the provisions of this Agreement shall be deemed to have been given (x) on
        the
        third Business Day after the date when sent, postage prepaid, return receipt
        requested, if by certified or registered mail, (y) when delivered, if delivered
        by hand or overnight courier service, or (z) when receipt is acknowledged,
        if by
        facsimile.  The names to be used for notices to any party may be
        changed at any time by such party by giving written notice of any change
        thereto
        to each other party entitled to receive notices hereunder.
  15.           Further
        Assurances.  The Subordinated Creditors agree to execute,
        acknowledge and deliver to the Administrative Agent, upon its request, any
        further instruments as may be reasonably requested by the Administrative
        Agent
        to carry out the intention of or facilitate the performance of this
        Agreement.  In addition, whenever in this Agreement a provision refers
        to the Subordinated Creditors receiving no payment or taking no remedial
        action
        with respect to the Subordinated Debt or from the Collateral or proceeds
        of the
        Collateral prior to Senior Credit Termination Date, the parties intend that
        upon
        the Senior Credit Termination Date, the Subordinated Creditors may receive
        payments or take remedial action in respect of the Subordinated Debt or from
        the
        Collateral or proceeds of the Collateral, subject to the requirement that
        if any
        payment received in respect of the Senior Debt must subsequently be disgorged,
        any payments received in respect of the Subordinated Debt or from the Collateral
        or proceeds of the Collateral will remain subject to the requirements of
        this
        Agreement that they be paid over to the Senior Debt to the extent of the
        payments disgorged and any remedial action taken in respect of the Subordinated
        Debt or from the Collateral or proceeds of the Collateral shall be discontinued
        and, to the extent possible, shall be rescinded until the Senior Debt shall
        again have been paid in full.
  16.           EACH
        OF THE SUBORDINATED CREDITORS, THE ADMINISTRATIVE AGENT AND THE SENIOR LENDERS
        HEREBY IRREVOCABLY SUBMITS ITSELF TO THE EXCLUSIVE JURISDICTION OF THE SUPREME
        COURT OF THE STATE OF NEW YORK, NEW YORK COUNTY, AND THE UNITED STATES DISTRICT
        COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, SITTING IN NEW YORK COUNTY,
        FOR THE
        PURPOSE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF ANY OF THE TRANSACTIONS
        CONTEMPLATED HEREBY OR THEREBY, AND HEREBY WAIVES, AND AGREES NOT TO ASSERT,
        BY
        WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUIT, ACTION OR PROCEEDING,
        ANY
        CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED
        COURTS FOR ANY REASON WHATSOEVER, OR THAT SUCH SUIT, ACTION OR PROCEEDING
        IS
        BROUGHT IN AN INCONVENIENT FORUM; PROVIDED, HOWEVER, THAT IN THE
        EVENT THE OBLIGORS FILE A CASE UNDER THE BANKRUPTCY CODE IN A JURISDICTION
        OTHER
        THAN IN NEW YORK STATE (THE “ALTERNATE FORUM”), THE PARTIES HERETO HEREBY
        AGREE THAT A SUIT OR ACTION IN CONNECTION WITH ANY DISPUTE UNDER THIS AGREEMENT
        MAY ALSO BE BROUGHT IN THE UNITED STATES DISTRICT COURT LOCATED IN THAT
        ALTERNATE FORUM.  EACH OF THE SUBORDINATED CREDITORS, THE
        ADMINISTRATIVE AGENT AND THE SENIOR LENDERS HEREBY WAIVES THE RIGHT TO TRIAL
        BY
        JURY AND SHALL NOT SEEK A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF THIS
        AGREEMENT OR ANY RELATED INSTRUMENT OR DOCUMENT.  EACH OF THE
        SUBORDINATED CREDITORS, THE ADMINISTRATIVE AGENT AND THE
   7
  SENIOR
        LENDERS WILL NOT SEEK TO CONSOLIDATE SUCH PROCEEDING INTO ANY ACTION IN WHICH
        A
        JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
  17.           Miscellaneous.  In
        the event of an inconsistency between the provisions of this Agreement and
        any
        similar or related provision in the Subordinated Debt Documents, including
        provisions with respect to governing law and jurisdiction, the provisions
        of
        this Agreement shall govern.  This Agreement shall be an Senior Debt
        Document pursuant to the Senior Credit Agreements and shall (unless expressly
        indicated herein or therein) be construed, administered, and applied, in
        accordance with all of the terms and provisions of the Senior Credit
        Agreements.
  [SIGNATURES
        ON FOLLOWING PAGE]
  8
  IN
        WITNESS WHEREOF, the parties have executed this Agreement as of this 17thday of
        November,
        2006.
  
 Subordinated
                  Creditors:
                2118769
                  ONTARIO INC.
                
                By:  ___________________________________
                Name:
                Title:
                
                ______________________________________
                Michael
                  Serruya
                
                Integrated
                  Administrative Agent:
                JPMORGAN
                  CHASE BANK, N.A., as Administrative Agent under the Integrated
                  Credit
                  Agreement
                
                By:  ___________________________________
                Name:
                Title:
                
                Americana
                  Administrative Agent:
                JPMORGAN
                  CHASE BANK, N.A., as Administrative Agent under Americana Credit
                  Agreement
                
                By:  ___________________________________
                Name:
                Title:
    9
  
 Each
                  of the undersigned acknowledges by its signature receipt of a copy
                  of this
                  Agreement and hereby consents to and agrees to honor the
                  Agreement:
                
                COOLBRANDS
                  INTERNATIONAL INC.
                
                By: 
                  ___________________________________
                Name:
                Title:
                
                INTEGRATED
                  BRANDS INC.
                
                By:  ___________________________________
                Name:
                Title:
                
                ESKIMO
                  PIE FROZEN DISTRIBUTION, INC.
                
                By:  ___________________________________
                Name:
                Title:
                
                ESKIMO
                  PIE CORPORATION
                
                By:  ___________________________________
                Name:
                Title:
                
                COOLBRANDS
                  DAIRY, INC.
                
                By:  ___________________________________
                Name:
                Title:
   10
  
 SUGAR
                  CREEK FOODS, INC.
                
                By:  ___________________________________
                Name:
                Title:
                
                INTEGRATED
                  BRANDS FRANCHISE CORP.
                
                By:  ___________________________________
                Name:
                Title:
                
                COOLBRANDS
                  SMOOTHIES FRANCHISE LLC
                
                By:  INTEGRATED
                  BRANDS FRANCHISE CORP., its sole member
                
                By:  ___________________________________
                Name:
                Title:
 
 11