**EXECUTION
      COPY**





**Exhibit
      4.19**





**FORBEARANCE,
      WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT**





THIS
      FORBEARANCE, WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of
      November 17, 2006 (this “Forbearance and First Amendment”), is entered
      into by and among INTEGRATED BRANDS INC., a New Jersey corporation, ESKIMO
      PIE
      FROZEN DISTRIBUTION, INC. a Delaware corporation, ESKIMO PIE CORPORATION and
      COOLBRANDS DAIRY, INC. (each a “Borrower” and, collectively, the
“Borrowers”), each of the Guarantors on the signature pages hereto (the
      “Subsidiary Guarantors”), COOLBRANDS INTERNATIONAL INC., a Canadian
      federal corporation (the “Parent” and together with the Subsidiary
      Guarantors, the “Guarantors”), the several banks and other financial
      institutions identified as “Lenders” on the signature pages hereto
      (collectively, the “Lenders”), and JPMORGAN CHASE BANK, N.A., as
      administrative agent for the Lenders (in such capacity, the “Administrative
      Agent”).




W
      I T N E S S E T H:




WHEREAS,
      the Parent, the Borrowers, the Subsidiary Guarantors, the Lenders and the
      Administrative Agent entered into that certain Credit Agreement dated as of
      April 21, 2006 (as amended, supplemented or otherwise modified from time to
      time, the “Credit Agreement”);




WHEREAS,
      certain Events of Default set forth on Schedule A hereto have occurred
      and are continuing under Credit Agreement (the “Existing Events of
      Default”);




WHEREAS,
      the Borrowers have requested that the Lenders and the Administrative Agent
      forbear from exercising certain rights and remedies in respect of the Existing
      Events of Default, and the Administrative Agent and the Lenders have agreed
      to
      do so, but only upon the terms and conditions set forth herein;




WHEREAS,
      the Borrowers have requested, and the Lenders, the Administrative Agent and
      the
      Guarantors have agreed, on terms and conditions set forth herein, to certain
      modifications and waivers of the Credit Agreement; and




WHEREAS,
      from and after the Effective Date (as hereinafter defined) of this Forbearance
      and Amendment, the Credit Agreement shall be amended, subject to and upon the
      terms and conditions set forth herein.




NOW,
      THEREFORE, for valuable consideration, the receipt and sufficiency of which
      is
      hereby acknowledged, and subject to the fulfillment of the conditions set forth
      below, the parties hereto hereby agree as follows:




ARTICLE
      I


DEFINITIONS




Section
      1.1.                      Definitions.  Unless
      otherwise defined herein, capitalized terms used in this Forbearance and First
      Amendment, including its preamble and recitals, shall have the meanings ascribed
      thereto in the Credit Agreement.









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ARTICLE
      II




ACKNOWLEDGMENT
      OF EVENTS OF DEFAULT; FORBEARANCE




Section
      2.1.                      Forbearance.




a.           On
      the terms and subject to the conditions set forth in this Forbearance Agreement,
      the Administrative Agent and the Lenders agree to forbear from taking any action
      or exercising any right or remedy at law or in equity permitted to be taken
      or
      exercised by them under the Credit Agreement or the other Loan Documents or
      under applicable law with respect to the Existing Events of Default during
      the
      period (the “Forbearance Period”) beginning on the Effective Date (as
      hereinafter defined) and ending on the Maturity Date; provided,
however, that such forbearance shall extend only to the Existing Events
      of Default and not to any other Default or Event of Default now existing or
      occurring after the Effective Date and shall not in any way or manner restrict
      the Administrative Agent or the Lenders from exercising any rights or remedies
      they may have with respect to the Existing Events of Default from and after
      the
      expiration or termination of the Forbearance Period or with respect to any
      other
      Default or Event of Default at any time.  The Forbearance Period shall
      automatically terminate and expire on the Maturity Date without any requirement
      for notice to the Borrowers, the Borrower Representative or any other Loan
      Party
      or any other Person and all rights, remedies and privileges of the
      Administrative Agent and the Lenders under the Credit Agreement and the other
      Loan Documents shall be available to, and capable of exercise by, the
      Administrative Agent and the Lenders.




b.           Notwithstanding
      anything to the contrary set forth in the Credit Agreement or any other Loan
      Document, the Loan Parties, the Administrative Agent and the Lenders agree
      that
      from and after the date hereof, upon the occurrence and during the continuance
      of a Default or Event of Default that, in each case, is not an Existing Event
      of
      Default, no Lender shall have any obligation to make Revolving Loans pursuant
      to
      the Credit Agreement.




c.           The
      Administrative Agent and the Lenders agree that, notwithstanding the occurrence
      and continuance of the Existing Events of Default and the provisions of Section
      2.13(d) of the Credit Agreement, during the Forbearance Period, interest shall
      accrue on the Loans and any other amounts outstanding under the Credit Agreement
      at the non-default rate set forth in the Credit Agreement.




d.           Notwithstanding
      any other term or provision of the Credit Agreement to the contrary, beginning
      on the Effective Date and each month thereafter during the Forbearance Period,
      interest on all Loans shall be payable in arrears on the last Business Day
      of
      each month.




ARTICLE
      III




ADDITIONAL
      AGREEMENTS




Section
      3.1.                      Asset
      Sales; Application of Net Proceeds.




(a)           In
      order to induce the Administrative Agent and the Lenders to enter into this
      Forbearance and First Amendment and, notwithstanding any term or provision
      to
      the contrary in any of the Loan Documents, each Loan Party acknowledges and
      agrees that: (i) the first $1,000,000 of Net Proceeds received by any Loan
      Party
      from any sale, transfer or other disposition of any property or asset of any
      such Loan Party other than the assets set forth on Schedule B hereto
      shall be deposited into an account (the “Cash Collateral Account”)
      maintained with the Administrative Agent as collateral security for the
      Obligations, (ii) upon any sale, transfer or other disposition of the EP Brands
      or Sam Pak, as set forth on Schedule B hereto, there shall be paid to the
      Administrative Agent, for the ratable benefit of the Revolving Lenders, an
      amount of Net Proceeds equal to the sum of $3 million less the amount on
      deposit in the Cash Collateral Account which Net Proceeds shall be applied
      to
      the mandatory prepayment of the Revolving Loans in excess of $6,000,000 and
      the
      permanent reduction of the Revolving Commitment in excess of $6,000,000 (in
      the
      latter case, regardless of whether there are any Revolving Loans outstanding
      in
      excess of $6,000,000) and (iii) upon a sale of the capital stock or assets
      of
      Dairy, there shall be paid to the Administrative Agent for the ratable benefit
      of the Lenders an amount sufficient to pay (a) the Secured Obligations in full
      and (b) any amounts owing to Chase, as Administrative Agent under the Americana
      Credit Agreement.  In the case of payments made under clause (iii) of
      the immediately preceding sentence, the Revolving Commitment shall be
      terminated.  After application of the Net Proceeds specified in
      clauses (i) and (ii) above, the Loan Parties may from time to time deposit
      the
      Net Proceeds received by any Loan Party from any sale, transfer or other
      disposition of any property or asset of any such Loan Party into an account
      (the
“Working Capital Account”;




2





and
      together with the Cash Collateral Account, the “Accounts”) maintained
      with the Administrative Agent in order to fund the working capital requirements
      of the Borrowers.  To the extent that EPDS (East) sale occurs prior to
      the Effective Date, the Borrowers shall retain $1,000,000 of such proceeds
      to be
      deposited into the Cash Collateral Account immediately upon the Effective
      Date.




(b)           The
      Loan Parties acknowledge and agree that all funds maintained in the Accounts
      constitute Collateral securing the Obligations of the Loan Parties under the
      Credit Agreement and the other Credit Documents.




(c)           Subject
      to the occurrence of the Effective Date (as defined hereinafter), the Lenders
      hereby authorize and direct the Administrative Agent: (i) to release to the
      Borrowers from time to time during the Forbearance Period amounts maintained
      in
      the Working Capital Account to fund the Borrowers’ operating requirements; and
      (ii) to hold the remainder of the funds maintained in the Working Capital
      Account as Collateral for the Obligations.




Section
      3.2.                      Non-Payment
      of Revolving Loan Obligations.  The parties hereto hereby
      acknowledge and agree that in the event the Revolving Loan Obligations shall
      not
      have been repaid in full in cash on the Maturity Date, the Administrative Agent
      shall be irrevocably authorized without any requirement for notice to the
      Borrowers, the Borrower Representative or any other Loan Party or any other
      Person to: (i) apply any funds held in the Accounts to the repayment of the
      Revolving Loan Obligations and the permanent reduction of the Revolving
      Commitment and (ii) request drawings under the Standby Letter of Credit (as
      hereinafter defined) in an amount equal to the Revolving Loan Obligations
      outstanding on the date of presentment, (after application and receipt of any
      funds held in the Accounts and concurrent reduction of Obligations) up to a
      maximum amount equal to $5,000,000, which drawings shall be applied to the
      permanent repayment of the Revolving Loan Obligations and the reduction of
      the
      Revolving Commitment.




Section
      3.3.                      Expenses.  The
      Borrowers shall pay to the Administrative Agent for the ratable benefit of
      the
      Lenders all expenses and fees due and owing under the Credit Agreement and
      other
      Loan Documents on a current pay basis.




Section
      3.4.                      Advisor
      Fees and Expenses.  During the Forbearance Period:




(a)           the
      Borrowers shall not be obligated to retain the services of a financial advisor
      unless they determine to do so in their discretion; and




(b)           the
      Administrative Agent and the Lenders agree that they shall not seek
      reimbursement of fees and expenses of any financial advisor retained by the
      Administrative Agent or the Lenders.




Section
      3.5.                      Availability.  On
      the terms and subject to the conditions set forth herein, the Lenders hereby
      agree that, during the Forbearance Period, the Availability Block, currently
      set
      at $12,500,000, shall be reduced to zero and shall not be reinstated in any
      amount during the Forbearance Period.  For the avoidance of doubt, all
      other provisions of the Borrowing Base shall remain in effect.




Section
      3.6.                      Grant
      of Security Interest.  The Lenders and the Administrative Agent
      consent to the Borrowers and the Guarantors granting a junior security interest
      to 2118769 Ontario Inc. (“Ontario Inc.”) and Michael Serruya (“Serruya”)
      with respect to their obligations to Ontario, Inc. and Serruya resulting from
      the Indemnification and Waiver (as defined below) and the Standby Letter of
      Credit (as defined below), subject to such security interest and claims being
      subordinated to the security interest securing the Obligations on terms
      satisfactory to the Administrative Agent.  The Borrowers acknowledge
      and agree that the Lenders and the Administrative Agent are relying on the
      Borrowers’ representations in Article VII hereof in granting this
      consent.




ARTICLE
      IV


WAIVERS




Section
      4.1.                      Waivers.




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(a)           The
      Lenders hereby agree to waive the Existing Events of Default for the duration
      of
      the Forbearance Period.




(b)           The
      Lenders hereby agree to waive the Borrowers’ compliance with Sections 5.01(a),
      (b), (f), (k), (l), (n), (o) and (p), 5.17, 5.18, 6.05, 6.12 and 6.13 of the
      Credit Agreement and any event of default under clause (m) of Article VII in
      connection with a change in the composition of the Board of Directors for the
      duration of the Forbearance Period.




(c)           Notwithstanding
      any term or provision to the contrary in any Loan Document, during the
      Forbearance Period, the consent of the Administrative Agent and the Lenders
      shall not be required in connection with any sale, transfer or other disposition
      of any property or asset of any Loan Party and the Lenders hereby agree to
      waive
      the mandatory prepayment requirements set forth in Section 2.11 of the Credit
      Agreement with respect to any such sale, transfer or other disposition;
provided, however, that 100% of the Net Proceeds of any such sale,
      transfer or other disposition shall be applied in accordance with the provisions
      of Section 3.1 hereof; provided, further, that in the case of a
      sale of the capital stock or assets of Dairy, there shall be paid to the
      Administrative Agent for the ratable benefit of the Lenders an amount sufficient
      to pay (i) the Secured Obligations in full and (ii) all fees and expenses due
      and owing to Chase, as administrative agent under the Americana Credit
      Agreement.




ARTICLE
      V




AMENDMENTS
      TO CREDIT AGREEMENT




Section
      5.1.                      Amendments.




(a)           Section
      1.01 of the Credit Agreement is hereby amended by amending the definition of
      “Maturity Date” to read as follows:




“Maturity
      Date” means the earlier to occur of either of the following
      events:  (a) 5:00 p.m. (Eastern time) on May 17, 2007;
      (b) the date on which any Loan Party becomes subject to a proceeding under
      any existing or future law of any jurisdiction, domestic or foreign, relating
      to
      bankruptcy, insolvency, reorganization, conservatorship or relief of debtors
      (including any case under Title 7 or 11 of the United States Code, as amended
      from time to time, or any successor statute) or (c) the date on which the
      Obligations are accelerated in accordance with the terms of Article VII of
      the
      Credit Agreement.




(b)           Section
      1.01 of the Credit Agreement is hereby further amended by amending the
      definition of “Revolving Commitment” to read as follows:




“Revolving
      Commitment” means, with respect to each Lender, the commitment, if any, of
      such Lender to make Revolving Loans and to acquire participations in Letters
      of
      Credit, Overadvances and Swingline Loans hereunder, expressed as an amount
      representing the maximum possible aggregate amount of such Lender’s Revolving
      Exposure hereunder, as such commitment may be (a) reduced from time to time
      pursuant to Section 2.09 and (b) reduced from time to time pursuant to
      assignments by or to such Lender pursuant to section 9.04.  The amount
      of each Lender’s Revolving Commitment is set forth on the Commitment Schedule,
      or in the assignment and Assumption pursuant to which such Lender shall have
      assumed its Revolving Commitment, as applicable.  The aggregate amount
      of the Lenders’ Revolving Commitments is $8,000,000.




(c)           Section
      1.01 of the Credit Agreement is further amended by adding thereto each of the
      following defined terms and definitions thereof in the proper alphabetical
      order:




“Forbearance
      and First Amendment” means that certain Forbearance, Waiver and First
      Amendment, dated as of November 17, 2006, among the Borrowers, the Guarantors,
      the Administrative Agent and the Lenders (as may be amended, modified or
      supplemented from time to time).




4










“Intercreditor
      Agreement” means that certain Amended and Restated Intercreditor and
      Subordination Agreement, dated as of November 17, 2006, between the
      Administrative Agent and Chase, as administrative agent for the lenders party
      to
      the Americana Credit Agreement.




“Revolving
      Loan Obligations” means all obligations of the Borrowers to make payment, at
      the times and on the terms set forth in this Agreement, of the unpaid principal
      amount of and interest on the Revolving Loans and the payment or performance
      of
      all other obligations, liabilities and Indebtedness of the Borrowers to the
      Revolving Lenders arising under or in connection with any Loan Document,
      including, without limitation, all fees, costs, expenses and indemnity
      obligations thereunder.




“Subdebt
      Intercreditor Agreement” means that certain Intercreditor and Subordination
      Agreement, dated as of November 17, 2006, by and among the Administrative Agent,
      Chase, as administrative agent for the lenders party to the Americana Credit
      Agreement, 2118769 Ontario Inc., an Ontario corporation and Michael Serruya,
      an
      individual.




(d)           The
      definition of “Loan Documents” in Section 1.01 of the Credit Agreement is hereby
      amended by inserting the phrase “Subdebt Intercreditor Agreement” after the
      phrase “the Loan Guaranty,” on the second line thereof.




(e)           Section
      5.11 of the Credit Agreement is hereby deleted in its entirety and replaced
      with
      the following:




“Section
      5.11.  Field Examinations.  During the pendency of an
      Event of Default, each Loan Party shall, at their expense and upon the
      Administrative Agent’s request, during normal business hours (and at any time
      when a Default exists) permit the Administrative Agent to conduct field
      examinations and accounting reviews of the existence and condition of the
      Accounts, Inventory and books and records of such Loan Party and each Subsidiary
      thereof and to review their compliance with the terms and conditions of this
      Agreement and the other Loan Documents.”




(f)           To
      reflect the permanent reduction in the Revolving Commitments, the Commitment
      Schedule to the Credit Agreement is hereby amended by deleting such
      Schedule in its entirety and substituting therefor the Commitment Schedule
      attached hereto.




ARTICLE
      VI









CONDITIONS
      TO EFFECTIVENESS




Section
      6.1.                      Effective
      Date.  This Forbearance and First Amendment shall become effective
      on the date (the “Effective Date”) when all of the following conditions
      have been satisfied:




(a)           the
      Administrative Agent shall have received counterparts of this Forbearance and
      First Amendment executed on behalf of the Borrowers, the Guarantors and the
      Lenders;




(b)           the
      Administrative Agent shall have received an irrevocable standby letter of credit
      (the “Standby Letter of Credit”) in favor of the Administrative Agent,
      for the ratable benefit of the Revolving Lenders, in the aggregate face amount
      of $5,000,000, which Standby Letter of Credit shall be issued by an acceptable
      financial institution and be in form and substance satisfactory to the
      Administrative Agent;




(c)           the
      Administrative Agent shall have received executed counterparts of an
      indemnification and waiver agreement (the “Indemnification and Waiver”),
      dated as of the date hereof, by  and among Serruya, Ontario Inc.,
      JPMorgan Chase Bank, N.A., in its respective capacities as Administrative Agent
      and Lender under the Credit Agreement and the Americana Credit Agreement and
      General Electric Capital Corporation and GMAC Commercial Finance LLC, in their
      respective capacities as lenders under the Credit Agreement and the Americana
      Credit Agreement, in form and substance satisfactory to the Administrative
      Agent;




(d)           the
      Administrative Agent shall have received a duly executed copy of the Master
      Assignment and Assumption, in the form of Exhibit A to the Americana
      Credit Agreement,  dated as of the date hereof, by and between each of
      the Assignors identified on the signature pages thereto and each of the
      Assignees identified on the signature pages thereto, and the transactions
      contemplated thereby shall have been consummated;




5










(e)           the
      Administrative Agent shall have received a duly executed copy of the
      Intercreditor Agreement, in form and substance satisfactory to the
      Administrative Agent;




(f)           the
      Administrative Agent shall have received a duly executed copy of the Subdebt
      Intercreditor Agreement, in form and substance satisfactory to the
      Administrative Agent;




(g)           no
      Default or Event of Default, other
      than the Existing Events of Default, shall have occurred;




(h)           the
      representations and warranties made
      by each of the Loan Parties herein shall be true and correct in all material
      respects;




(i)           the
      Loan Parties shall have obtained all consents and waivers from any Person
      necessary for the execution, delivery and performance of this Forbearance and
      First Amendment and any other document, action or transaction contemplated
      hereby;




(j)           the
      Borrowers shall have paid the
      Administrative Agent, by wire transfer of immediately available funds, in
      accordance with the Credit Agreement and the other Loan Documents, all fees
      accrued and unpaid as of the Effective Date; and




(k)           the
      professional fees and expenses of
      the Administrative Agent and the Lenders, including the reasonable fees and
      expenses of the Administrative Agent’s legal counsel and financial advisor,Carl Marks Advisory Group (“CMAG”), shall have
      been paid in full by wire
      transfer of immediately available funds.




ARTICLE
      VII




REPRESENTATIONS
      AND WARRANTIES




Section
      7.1.                      Representations
      and Warranties.  In order to induce the Administrative Agent and
      the Lenders to enter into this Forbearance and First Amendment, the Loan Parties
      represent and warrant to the Administrative Agent and the Lenders as
      follows:




(a)           the
      execution, delivery and performance by the Loan Parties of this Forbearance
      and
      First Amendment and the performance by the Loan Parties of their respective
      obligations under the Credit Agreement as modified by this Forbearance and
      First
      Amendment (and the transactions contemplated thereby) (i) have been duly
      authorized by all requisite corporate or other action on the part of the Loan
      Parties and (ii) do not (x) contravene or violate any of the organizational
      or
      constitutive documents of the Loan Parties, (y) contravene any contractual
      restriction, law or governmental regulation or court decree or order binding
      on
      or affecting the Loan Parties, or (z) result in, or require the creation or
      imposition of, any Lien on any property or assets of the Loan Parties except
      pursuant to the terms of the Loan Documents;




(b)           upon
      the effectiveness of this Forbearance and First Amendment, it will constitute
      the legal, valid and binding obligation of the Loan Parties, enforceable against
      the Loan Parties in accordance with its terms, in each case subject to the
      effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
      moratorium or other similar laws relating to or affecting creditors’ rights
      generally, and to general equitable principles (whether considered in a
      proceeding in equity or at law);




(c)           except
      with respect to the occurrence of the Existing Events of Default, the
      representations and warranties set forth in Article III of the Credit
      Agreement and in each of the other Loan Documents are true and correct in all
      material respects, or in the case of a representation and warranty that is
      qualified by a Material Adverse Effect shall be true and correct, with the
      same
      effect as if made on the Effective Date (except for representations and
      warranties that are made as of a specific date or time, which shall be true
      and
      correct only as of such specific date or time); and




6










(d)           except
      with respect to the occurrence of the Existing Events of Default, after giving
      effect to the amendments set forth in this Forbearance and First Amendment,
      no
      Default or Event of Default has occurred and is continuing.




ARTICLE
      VIII




ACKNOWLEDGEMENTS
      BY BORROWER AND GUARANTORS




Section
      8.1.                      Acknowledgments
      of Indebtedness.




(a)           Each
      Borrower hereby confirms and acknowledges, as of the date hereof, that it is
      validly indebted to the Administrative Agent and the Lenders for the payment
      in
      full of all Secured Obligations, without defense, counterclaim, offset,
      cross-complaint, claim or demand of any kind or nature whatsoever.




(b)           Each
      Guarantor hereby confirms and acknowledges as of the date hereof that it is
      validly indebted to the Administrative Agent and the Lenders for the payment
      in
      full of all Secured Obligations which it has guaranteed, without defense,
      counterclaim, offset, cross-complaint, claim or demand of any kind or nature
      whatsoever.




Section
      8.2.                      Release.  Each
      of the Borrowers and each of the Guarantors, on its own behalf, and on behalf
      of
      its successors and assigns, hereby releases, waives and forever discharges
      the
      Administrative Agent, the Lenders and all of their officers, directors,
      employees and agents from any and all actions, causes of action, debts, dues,
      claims, demands, liabilities and obligations of every kind and nature, both
      in
      law and equity, known or unknown, whether matured or unmatured, absolute or
      contingent arising from the beginning of the world through the date hereof
      with
      respect to this Forbearance and First Amendment, the Credit Agreement, the
      other
      Loan Documents and the transactions contemplated thereby.




Section
      8.3.                      Loan
      Documents Still in Force.  Each of the Borrowers and the
      Guarantors hereby (a) ratifies and affirms in their entirety the Credit
      Agreement and the other Loan Documents and (b) subject to the terms and
      conditions of this Forbearance, agrees that the Credit Agreement and other
      Loan
      Documents shall remain in full force and effect throughout the Forbearance
      Period and from and after the expiration or termination thereof.  Each
      of the Borrowers and the Guarantors agrees that nothing in this Forbearance
      and
      First Amendment shall, or shall be construed to: (i) impair the validity,
      perfection or priority of the lien and security interest created under or
      evidenced by any Mortgage, any Security Agreement or any of the other Collateral
      Documents to which it is a party; (ii) waive or impair any rights, powers
      or remedies of the Administrative Agent or the Lenders under the Loan Documents
      upon termination of the Forbearance Period, all of which are expressly reserved;
      (iii) require the Administrative Agent or the Lenders to extend the
      Forbearance Period, or grant additional cure or forbearance periods, or
      otherwise modify this Forbearance and First Amendment; or (iv) waive the
      Existing Events of Default except as expressly set forth herein.




ARTICLE
      IX




MISCELLANEOUS




Section
      9.1.                      Loan
      Document.  This Forbearance and First Amendment is a Loan Document
      executed pursuant to the Credit Agreement and shall (unless otherwise expressly
      indicated therein) be construed, administered and applied in accordance with
      the
      terms and provisions of the Credit Agreement, including Article VII
      thereof.




Section
      9.2.                      Counterparts,
      etc.  This Forbearance and First Amendment may be executed by the
      parties hereto in several counterparts, each of which shall be deemed to be
      an
      original and all of which shall constitute but one and the same
      agreement.  Delivery of an executed counterpart by facsimile shall be
      effective as delivery of a manually executed counterpart.




Section
      9.3.                      GOVERNING
      LAW.  THIS FORBEARANCE AND FIRST AMENDMENT, IN ACCORDANCE WITH
      SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL
      BE
      GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
      BUT OTHERWISE WITHOUT REGARD TO ANY CONFLICTS OF LAWS PRINCIPLES THEREOF THAT
      WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION, BUT GIVING
      EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.




7










Section
      9.4.                      Successors
      and Assigns.  This Forbearance and First Amendment shall be
      binding upon and inure to the benefit of the parties hereto and their respective
      successors and assigns.




Section
      9.5.                      Entire
      Agreement.  This Forbearance and First Amendment and the other
      Loan Documents set forth the entire understanding and agreement of the parties
      hereto in relation to the subject matter hereof and thereof and supersede any
      prior negotiations and agreements among the parties relative to such subject
      matter.  No promise, condition, representation or warranty, express or
      implied, not herein or therein set forth shall bind any party hereto, and no
      one
      of them has relied on any such promise, condition, representation or
      warranty.  Each of the parties hereto acknowledges that, except as
      otherwise expressly stated in this Forbearance and First Amendment, no
      representations, warranties or commitments, express or implied, have been made
      by any party to any other party with respect to the subject matter of this
      Forbearance and First Amendment.  None of the terms or conditions of
      this Forbearance and First Amendment may be changed, modified, waived or
      canceled, orally or otherwise, except as provided in the Credit
      Agreement.




Section
      9.6.                      Relationship.
      The Loan Parties agree that the relationship between the Administrative Agent,
      the Lenders and the Loan Parties is that of creditor and debtor and not that
      of
      partners or joint venturers.  This Forbearance and First Amendment
      does not constitute a partnership agreement, or any other association between
      the Administrative Agent, the Lenders and the Loan Parties.  The Loan
      Parties acknowledge that the Administrative Agent and the Lenders have acted
      at
      all times only as creditors to the Loan Parties within the normal and usual
      scope of the activities normally undertaken by a creditor and in no event have
      the Administrative Agent or any of the Lenders attempted to exercise any control
      over the Loan Parties or their respective businesses or affairs.




Section
      9.7.                      No
      Third Party Beneficiaries.  This Forbearance and First Amendment
      is made and entered into for the sole protection and benefit of the Loan
      Parties, the Administrative Agent and the Lenders and no other person or entity
      shall have any right of action hereon, right to claim any right or benefit
      from
      the terms contained herein, or be deemed a third party beneficiary
      hereunder.




Section
      9.8.                      Expenses.
      All reasonable out-of-pocket costs and expenses incurred by the Administrative
      Agent in connection with the preparation, negotiation, execution and
      administration of the forbearance contemplated herein, including, without
      limitation, the reasonable fees and disbursements of Kaye Scholer LLP and CMAG
      shall be paid or reimbursed by the Borrowers, promptly upon receipt of invoices
      therefor; provided, that the Borrowers shall not be required to reimburse
      the Administrative Agent for the fees and expenses of CMAG or any other
      financial advisor retained by the Administrative Agent or the Lenders during
      the
      administration of the forbearance contemplated herein.




Section
      9.9.                      Full
      Force and Effect.  This Forbearance and First Amendment shall be
      limited precisely as written and shall not be deemed (a) to be a consent granted
      pursuant to, or a waiver or modification of, any term or condition of the Credit
      Agreement, the other Loan Documents or any of the instruments or agreements
      referred to therein or a waiver of any Default or Event of Default under the
      Credit Documents, whether or not known to any of the Administrative Agent or
      any
      of the Lenders or (b) to prejudice any other right or rights which the
      Administrative Agent or the Lenders may now have or have in the future under
      or
      in connection with the Credit Agreement, the other Loan Documents or any of
      the
      instruments or agreements referred to therein.  Except to the extent
      hereby amended or modified, the Credit Agreement and each of the Loan Documents
      shall continue in full force and effect in accordance with the provisions
      thereof, and are hereby ratified and confirmed.  As used in the Credit
      Agreement, the terms “**Credit Agreement**,” “**this
      Agreement**,” “**herein**,” “**hereafter**,”
“**hereto**,” “**hereof**,”
and
      words of similar
      import shall, unless the context otherwise requires, mean the Credit Agreement
      as modified by this Forbearance and First Amendment.  References to
      the terms “**Agreement**” or “**Credit Agreement**”
appearing in the Exhibits or Schedules
      to the Credit Agreement or in the other
      Loan Documents shall, unless the context otherwise requires, mean the Credit
      Agreement as modified by this Forbearance and First Amendment.




Section
      9.10.                                Consultation
      with Advisors.  Each of the Loan Parties acknowledges that it has
      consulted with counsel and with such other experts and advisors as it has deemed
      necessary in connection with the negotiation, execution and delivery of this
      Forbearance and First Amendment.  This Forbearance and First Amendment
      shall be deemed to have been jointly drafted and shall be construed without
      regard to any presumption or rule requiring that it be construed against the
      party causing this Forbearance and First Amendment or any part hereof or thereof
      to be drafted.




Section
      9.11.                                Invalidity;
      Severability.  Whenever possible, each provision of this
      Forbearance and First Amendment shall be interpreted in such manner as to be
      effective and valid under all applicable laws and






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regulations.  Any
      provision of this Forbearance and First Amendment which is prohibited or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
      to the extent of such prohibition or unenforceability without invalidating
      the
      remaining provisions hereof, and any such prohibition or unenforceability in
      any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.




Section
      9.12.                                Headings.  The
      headings of this Forbearance and First Amendment are for the purposes of
      reference only and shall not affect the construction of, or be taken into
      consideration in interpreting, this Forbearance and First
      Amendment.




Section
      9.13.                                Survival.  Section
      8.2 of this Forbearance and First Amendment shall survive the Maturity Date
      and
      the repayment of the Obligations.  All other representations,
      warranties, covenants, agreements, undertakings, waivers and releases by each
      of
      the Loan Parties contained herein shall survive until all Obligations shall
      have
      been indefeasibly paid in full in cash (whether or not the Maturity Date shall
      have occurred).




Section
      9.14.                                Further
      Amendments and Consents.  Should there be a need for further
      amendments, modifications, waivers or consents with respect to the matters
      addressed herein or any other matters, requests for such amendments,
      modifications, waivers or consents shall be evaluated by the Administrative
      Agent and the Lenders when formally requested, in writing, by the Borrower
      Representative and except as otherwise expressly set forth herein to the
      contrary, the Administrative Agent and the Lenders may deny any such
      requests.  No such amendment, modification waiver or consent shall be
      effective unless made in accordance with the terms of the Credit
      Agreement.




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IN
      WITNESS WHEREOF the Borrowers, the other Loan Parties, the Lenders and the
      Administrative Agent have caused this Forbearance and First Amendment to be
      duly
      executed on the date first above written.




**BORROWERS:**
            INTEGRATED
                BRANDS INC.By:
                ____________________________________________
              Name:
              Title:ESKIMO
                PIE FROZEN DISTRIBUTION, INC.By:
                ____________________________________________
              Name:
              Title:ESKIMO
                PIE CORPORATIONBy:
                ____________________________________________
              Name:
              Title:COOLBRANDS
                DAIRY, INC.By:
                ____________________________________________
              Name:
              Title:**OTHER
                LOAN PARTIES:**
            COOLBRANDS
                INTERNATIONAL INC.By:
                ____________________________________________
              Name:
              Title:SUGAR
                CREEK FOODS, INC.By:
                ____________________________________________
              Name:
              Title:INTEGRATED
                BRANDS FRANCHISE CORP.By:
                ____________________________________________
              Name:
              Title:








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COOLBRANDS
                SMOOTHIES FRANCHISE LLC
              
              By:
                INTEGRATED BRANDS  FRANCHISE CORP., its sole memberBy:
                ____________________________________________
              Name:
              Title:





**AGENT
                AND LENDERS:**
            JPMORGAN
                CHASE BANK, N.A., individually, as
              Administrative
                Agent, Issuing Bank and Swingline LenderBy:
                ____________________________________________
              Title:GMAC
                COMMERCIAL FINANCE LLC, as a LenderBy:
                ____________________________________________
              Name:
              Title:GENERAL
                ELECTRIC CAPITAL CORPORATION,
              as Documentation
                Agent and as a LenderBy:
                ____________________________________________
              Name:
              Title:

















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