**Exhibit
        4.18**
 
 Forbearance,
        Waiver and Indemnification by and among CoolBrands International Inc., 2118769
        Ontario Inc. and each of the guarantors
 
 **FORBEARANCE,
        WAIVER AND INDEMNIFICATION**
  **THIS
        FORBEARANCE, WAIVER AND INDEMNIFICATION** dated as of November 17, 2006
        (this “**Agreement**”), is entered into by and among CoolBrands
        International Inc. and each of the other guarantors on the signature pages
        hereto (collectively, the “**Guarantors**”) and 2118769 Ontario
        Inc.
 
 **W
        I T N E S S E T H:**
 
 **WHEREAS**
        Americana Foods Limited Partnership (the “**Borrower**”) was
        indebted to JPMorgan Chase Bank, N.A., GMAC Commercial Finance LLC and General
        Electric Capital Corporation (collectively, the “**Former
        Lenders**”) pursuant to a Credit Agreement dated as of April 21, 2006
        (the “**Americana Credit Agreement**”), among the Borrower, the
        Former Lenders and JPMorgan Chase Bank, N.A., in its capacity as lead arranger
        and administrative agent thereunder (the “**Agent**”);
 
 **WHEREAS**
        pursuant to a Master Assignment and Assumption dated as of the date hereof
        (the
“**Master Assignment and Assumption**”), the Former Lenders and the
        Agent assigned to 2118769 Ontario Inc., and 2118769 Ontario Inc. assumed,
        all of
        the rights and obligations of each of the Former Lenders and the Agent under
        the
        Americana Credit Agreement and other documents and instruments delivered
        pursuant thereto, including, without limitation, any and all guarantees and
        security, including, without limitation, the guarantees and security listed
        on
        Schedule “A” hereto (collectively, the “**Guarantees and
        Security**”) provided by the Guarantors in respect of the obligations of
        the Borrower under the Americana Credit Agreement (collectively, the
“**Americana Secured Obligations**”);
 
 **WHEREAS**
        the Borrower, having commenced proceedings under Title 7 of the United States
        Code, defaulted under the Americana Credit Agreement;
 
 **WHEREAS**
        the Guarantors have requested that 2118769 Ontario Inc. forbear from exercising
        certain rights and remedies in respect of the Guarantees and Security and
        2118769 Ontario Inc. has agreed to do so, but only 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**
 **FORBEARANCE
        AND WAIVER**
  **1.1                 Forbearance.**
 
 In
        reliance upon the representations, warranties and covenants of the Guarantors
        contained in this Agreement, and subject to the terms and conditions of this
        Agreement and any documents or instruments executed in connection herewith,
        2118769 Ontario Inc. agrees to forbear from taking any action or exercising
        any
        right or remedy at law or in equity permitted to be taken or exercised by
        it
        under the Guarantees and Security or under applicable law or in equity during
        the period (the “**Forbearance Period**”) beginning on the
        Effective Date (as hereinafter defined) and ending on the earlier of: (a)
        May
        17, 2007; and (b) the date on which the Integrated Forbearance Arrangement
        (as
        hereinafter defined) terminates (the “**Forbearance End Date**”);
        provided, however, that such forbearance shall not in any way or manner restrict
        2118769 Ontario Inc. from exercising any rights or remedies it may have with
        respect to the Guarantees and Security from and after the expiration or
        termination of the Forbearance Period.  The Forbearance Period shall
        automatically terminate and expire on the Forbearance End Date without any
        requirement for notice to the Guarantors or any other person or entity and
        all
        rights, remedies and privileges of 2118769 Ontario Inc. under the Guarantees
        and
        Security shall be available to, and capable of exercise by, 2118769 Ontario
        Inc.
  1
   **1.2           Waiver.**
 
 2118769
        Ontario Inc. hereby agrees to waive the enforcement of any rights and remedies
        in respect of the Guarantees and Security for the duration of the Forbearance
        Period; provided that nothing contained in this Agreement shall constitute
        a
        waiver of any of 2118769 Ontario Inc.’s rights or remedies at law or in equity,
        and no delay by 2118769 Ontario Inc. in exercising any right under this
        Agreement nor any failure to exercise same will waive that right or any other
        right upon termination of the Forbearance Period.
 
 **ARTICLE
        II**
 **CONDITIONS
        TO EFFECTIVENESS**
  **2.1           Effective
        Date.**
 This
        Agreement shall become effective on the date (the “**Effective
        Date**”) when all of the following conditions have been
        satisfied:
  **(a)**
              **2118769
                  Ontario Inc. shall have received counterparts of this Agreement
                  duly
                  executed on behalf of each of the
                  Guarantors;**
  **(b)**
              **2118769
                  Ontario Inc. shall have received a duly executed warrant certificate
                  for
                  5,500,000 subordinate voting shares of CoolBrands International
                  Inc. in
                  form and substance satisfactory to 2118769 Ontario
                  Inc.;**
  **(c)**
              **the
                  representations and warranties made by each of the Guarantors herein
                  shall
                  be true and correct in all material
                  respects;**
  **(d)**
              **each
                  of the Guarantors shall have obtained all consents and waivers
                  from any
                  person or entity necessary for the execution, delivery and performance
                  of
                  this Agreement and any other document, action or transaction contemplated
                  hereby;**
  **(e)**
              **2118769
                  Ontario Inc. shall have delivered the Master Assignment and Assumption
                  duly executed by 2118769 Ontario Inc. and shall have received the
                  Master
                  Assignment and Assumption duly executed by the Agent and each of
                  the
                  Former Lenders and the assignment transaction contemplated thereunder
                  shall have been completed;**
  **(f)**
              **JPMorgan
                  Chase Bank, N.A. (“**JPMorgan**”), in its capacity as
                  administrative agent, and the lenders (collectively, the
                  “**Integrated****Lenders**”) under the
                  credit agreement dated as of April 21, 2006, among JPMorgan, the
                  Integrated Lenders and Integrated Brands Inc., Eskimo Pie Frozen
                  Distribution, Inc., Eskimo Pie Corporation and Coolbrands Dairy,
                  Inc., as
                  borrowers (the “**Integrated Credit Agreement**”), shall have
                  agreed to forbearance terms in respect of the obligations arising
                  from the
                  Integrated Credit Agreement, which forbearance terms shall be reasonably
                  satisfactory to 2118769 Ontario Inc.****(the
                  “**Integrated Forbearance Arrangement**”);
                  and**
  **(g)**
              **all
                  of the professional fees and expenses of Michael Serruya and 2118769
                  Ontario Inc., including, without limitation, the reasonable fees
                  and
                  expenses of Goodmans LLP, shall have been paid in full by wire
                  transfer of
                  immediately available
                  funds.**
  **ARTICLE
        III**
 **REPRESENTATIONS
        AND WARRANTIES**
  **3.1           Representations
        and Warranties.**
 
 In
        order to induce 2118769 Ontario Inc. to enter into this Agreement, each of
        the
        Guarantors represents and warrants to 2118769 Ontario Inc. as
        follows:
  2
  
  **(a)**
              **the
                  execution, delivery and performance by such Guarantor of this Agreement:
                  (i) has been duly authorized by all requisite corporate or other
                  action on
                  the part of the Guarantor; and (ii) does not (x) contravene or
                  violate any
                  of the organizational or constitutive documents of the Guarantor,
                  or (y)
                  result in, or require the creation or imposition of, any lien or
                  other
                  encumbrance on any property or assets of the Guarantor other than
                  as
                  permitted by the Integrated Credit Agreement or the Americana Credit
                  Agreement; and**
  **(b)**
              **upon
                  the effectiveness of this Agreement, it will constitute the legal,
                  valid
                  and binding obligation of the Guarantor, enforceable against the
                  Guarantor
                  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).**
  **ARTICLE
        IV**
 **ACKNOWLEDGEMENTS
        BY GUARANTORS**
  **4.1           Acknowledgment
        of Indebtedness.**
 
 Each
        Guarantor hereby confirms, agrees and acknowledges, as of the date hereof,
        that:
  **(a)**
              **it
                  is validly indebted to 2118769 Ontario Inc. for the payment in
                  full of all
                  Americana Secured Obligations, without defense, counterclaim, offset,
                  cross-complaint, claim or demand of any kind or nature
                  whatsoever;**
  **(b)**
              **the
                  amounts reflected in the statement attached as Schedule “B” hereto are
                  accurate and that such amounts form part of the Americana Secured
                  Obligations;**
  **(c)**
              **except
                  as otherwise set out herein, 2118769 Ontario Inc. has not waived,
                  and does
                  not intend to waive enforcement in respect of the Guarantees and
                  Security;
                  and**
  **(d)**
              **2118769
                  Ontario Inc. has a presently exercisable right to exercise its
                  rights and
                  remedies under the Guarantees and
                  Security.**
  **4.2           Guarantees
        and Security Still in Force.**
 
 Each
        of the Guarantors hereby: (a) ratifies and affirms in their entirety the
        Guarantees and Security; and (b) subject to the terms and conditions of this
        Agreement, agrees that the Guarantees and Security shall remain in full force
        and effect throughout the Forbearance Period and from and after the expiration
        or termination thereof.  Each of the Guarantors agrees that nothing in
        this Agreement shall, or shall be construed to: (a) impair the validity,
        perfection or priority of the lien and security interest created under or
        evidenced by the Guarantees and Security; (b) waive or impair any rights,
        powers
        or remedies of 2118769 Ontario Inc. under the Guarantees and Security upon
        termination of the Forbearance Period, all of which are expressly reserved;
        (c)
        require 2118769 Ontario Inc. to extend the Forbearance Period, or grant
        additional cure or forbearance periods, or otherwise modify this Agreement;
        or
        (d) waive enforcement in respect of the Guarantees and Security, except as
        expressly set forth herein.
  **ARTICLE
        V**
 **INDEMNIFICATION
        BY GUARANTORS AND ADDITIONAL SECURITY**
  5.1           Each
        of the Guarantors hereby indemnifies Michael Serruya and 2118769 Ontario
        Inc.
        and its representatives, subsidiaries, affiliates, officers, directors,
        employees, shareholders, professional advisors, sureties, agents, heirs,
        successors and assigns (each individually an “**Indemnitee**”)
        against, and holds each Indemnitee harmless from, any and all losses, claims,
        damages, penalties, liabilities and related expenses, including the reasonable
        fees, reasonable charges and disbursements of any counsel for the Indemnitee,
        incurred by or asserted against any Indemnitee arising out of, in connection
        with, or as a result of: (a) the execution or delivery of the Master Assignment
        and Assumption or any agreement or instrument contemplated thereby, the
        performance by the parties thereto of their respective obligations thereunder
        or
        the consummation of any transactions contemplated thereby; (b) the execution
        or
        delivery by 2118769 Ontario Inc. of an irrevocable standby letter of credit
        in
        the aggregate face amount of $5,000,000 dated as of the date hereof in favour
        of
        JPMorgan, for the rateable benefit of the Integrated Lenders, in connection
        with
        the Integrated Credit Agreement (the “**Letter of Credit**”); (c)
        liability arising, directly or indirectly, as a consequence of the Indemnitees’
entering into this Agreement or otherwise; and
  3
   (d)
        any actual or prospective claim, litigation, investigation or proceeding
        relating to any of the foregoing, whether based in contract, tort or any
        other
        theory and regardless of whether any Indemnitee is a party thereto; provided
        that such indemnity shall not, as to any Indemnitee, be available to the
        extent
        that such losses, claims, damages, penalties, liabilities or related expenses
        are determined by a court of competent jurisdiction by final and nonappealable
        judgment to have resulted from the gross negligence or wilfull misconduct
        of
        such Indemnitee.
  5.2           The
        obligations of any Guarantor under this Article V shall be unconditional,
        and
        not subject to any set-off or defense based upon any claim such Guarantor
        may
        have against any Indemnitee, and shall remain in full force and effect without
        regard to any circumstance or condition, including, without limitation: (a)
        the
        repayment of the Americana Secured Obligations; and (b) any bankruptcy,
        insolvency, receivership, reorganization, dissolution, liquidation or other
        like
        proceeding under any existing or future law of any jurisdiction, domestic
        or
        foreign (including any case under Title 7 or 11 of the United States Code,
        as
        amended from time to time, or any successor statute), involving or affecting
        any
        Guarantor or any Indemnitee or any involuntary petition having been filed
        against any Guarantor or any Indemnitee (regardless of whether an order for
        relief has been entered).
  5.3           If
        judgment is entered against any Indemnitee, in any action, suit or proceeding
        to
        enforce the indemnities contained herein, the Guarantors shall reimburse
        such
        Indemnitee for all reasonable costs and expenses incurred by such Indemnitee
        in
        connection therewith, including, without limitation, reasonable attorneys’
fees.
  5.4           Each
        Guarantor agrees that it will not assert any right, claim or cause of action,
        including, without limitation, a claim of subrogation, contribution or
        indemnification that it has against any other Guarantor or any collateral
        of any
        other Guarantor, until the Guarantors have fully performed all of their
        obligations to 2118769 Ontario Inc. and the Americana Secured Obligations
        have
        been indefeasibly paid in full.
  5.5           As
        security for the indemnities provided in this Article V and the Letter of
        Credit, each of the Guarantors agrees to grant a security interest in all
        of its
        assets, property and undertaking in favour of each of Michael Serruya and
        2118769 Ontario Inc.****(the “**Additional
        Security**”), subject to the Additional Security being subordinated and
        postponed to: (a) the security granted in connection with the Secured
        Obligations as defined in the Integrated Credit Agreement; and (b) the
        Guarantees and Security.  Unless otherwise agreed by 2118769 Ontario
        Inc., the Additional Security shall be in the same form as the security given
        by
        the Guarantors pursuant to the Integrated Credit Agreement.
  **ARTICLE
        VI**
 **MISCELLANEOUS**
  **6.1           Notices**
 
 Any
        notice, certificate, consent, determination or other communication require
        or
        permitted to be given or made under this Agreement shall be in writing and
        shall
        be effectively given and made if: (a) delivered personally; (b) sent by prepaid
        courier service; or (c) sent prepaid by fax or other similar means of electronic
        communication, in each case to the applicable address set out
        below:
 
 In
        the case of 2118769 Ontario Inc.:
 8300
        Woodbine Avenue, 5th Floor
 Markham,
        Ontario L3R 9Y7
 Attention:                      Michael
        Serruya
 Facsimile:                      905-479-5235
 With
        a copy to:
 Goodmans
        LLP
 2400-250
        Yonge Street
 Toronto,
        ON M5B 2M6
 Attention:                      Robert
        J. Chadwick
 Facsimile:                      416-979-1234
 In
        the case of the Guarantors to:
 The
        attention of the individuals and at the addresses set forth on Exhibit “A” to
        the Americana Credit Agreement, as applicable
  4
  
  **6.2           Counterparts,
        etc.**
 
 This
        Agreement 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.
  **6.3           GOVERNING
        LAW.**
 
 This
        Agreement in accordance with Section 5-401 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.
  **6.4           Successors
        and Assigns.**
 
 This
        Agreement shall be binding upon and inure to the benefit of the parties hereto
        and their respective successors and assigns.
  **6.5           Entire
        Agreement.**
 
 This
        Agreement and the Guarantees and Security 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 Agreement,
        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
        Agreement.  None of the terms or conditions of this Agreement may be
        changed, modified, waived or cancelled, orally or otherwise.
  **6.6           Supremacy**
 
 Unless
        otherwise indicated herein, in the event of a conflict or inconsistency between
        the provisions of this Agreement and the provisions of the Guarantees and
        Security, the provisions of this Agreement shall prevail.
  **6.7           Relationship.**
 
 The
        Guarantors agree that the relationship between 2118769 Ontario Inc. and the
        Guarantors is that of creditor and debtor and not that of partners or joint
        venturers.  This Agreement does not constitute a partnership
        agreement, or any other association between 2118769 Ontario Inc. and the
        Guarantors.  The Guarantors acknowledge that 2118769 Ontario Inc. has
        acted at all times only as creditor to the Guarantors within the normal and
        usual scope of the activities normally undertaken by a creditor and in no
        event
        has 2118769 Ontario Inc. attempted to exercise any control over the Guarantors
        or their respective businesses or affairs.
  **6.8           No
        Third Party Beneficiaries.**
 
 This
        Agreement is made and entered into for the sole protection and benefit of
        the
        Guarantors and 2118769 Ontario Inc. 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.
  **6.9           Expenses.**
 
 All
        reasonable out-of-pocket costs and expenses incurred by Michael Serruya and
        2118769 Ontario Inc. in connection with the preparation, negotiation, execution
        and administration of the forbearance contemplated herein, including, without
        limitation, the reasonable fees and disbursements of Goodmans LLP and the
        costs
        associated with the Letter of Credit, shall be paid or reimbursed by the
        Guarantors, promptly upon receipt of invoices therefor.
  5
  
  **6.10        Waiver
        of Jury Trial**
 
 Each
        Guarantor hereby waives trial by jury of all issues arising in any action,
        suit
        or proceeding to which the Guarantors and 2118769 Ontario Inc. may be parties
        in
        connection with this Agreement.
  **6.11        Further
        Assurances**
 
 From
        and after the date hereof, each of the Guarantors covenants and agrees to
        execute and deliver all such agreements, instruments and documents and to
        take
        all such further actions as 2118769 Ontario Inc. may reasonably deem necessary
        from time to time to carry out the intent and purposes of this Agreement,
        including, without limitation, the Additional Security.
  **6.12        Full
        Force and Effect.**
  This
        Agreement 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 Guarantees or Security or any of the instruments or agreements
        referred to therein or a waiver of enforcement in respect of the Guarantees
        and
        Security: or (b) to prejudice any other right or rights which 2118769 Ontario
        Inc. may now have or have in the future under or in connection with the
        Guarantees and Security or any of the instruments or agreements referred
        to
        therein.  Except to the extent hereby amended or modified, the
        Guarantees and Security shall continue in full force and effect in accordance
        with the provisions thereof, and are hereby ratified and confirmed.
  **6.13        Consultation
        with Advisors.**
 
 Each
        of the Guarantors 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 Agreement.  This Agreement
        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 Agreement or any part hereof or thereof to be
        drafted.
  **6.14        Invalidity;
        Severability.**
 
 Whenever
        possible, each provision of this Agreement shall be interpreted in such manner
        as to be effective and valid under all applicable laws and
        regulations.  Any provision of this Agreement 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.
  **6.15        Headings.**
 
 The
        headings of this Agreement are for the purposes of reference only and shall
        not
        affect the construction of, or be taken into consideration in interpreting,
        this
        Agreement.
  **6.16        Survival.**
 
 Section
        4.2 and Sections 5.1 to 5.4 of this Agreement survive the Forbearance End
        Date
        and the repayment of the Americana Secured Obligations.  All other
        representations, warranties, covenants, agreements, undertakings, waivers
        and
        releases by each of the Guarantors contained herein shall survive until all
        Americana Secured Obligations shall have been indefeasibly paid in full in
        cash
        (whether or not the Forbearance End Date shall have occurred).
  **6.17        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 2118769
        Ontario Inc. when formally requested, in writing, by the Guarantors, and,
        except
        as otherwise expressly set forth herein to the contrary, 2118769 Ontario
        Inc.
        may deny any such requests in their sole discretion.  No such
        amendment, modification waiver or consent shall be effective unless made
        in
        accordance with the terms of the Guarantees and Security.
  6
  
 
 **IN
        WITNESS WHEREOF** the Guarantors and 2118769 Ontario Inc. have caused
        this Agreement to be duly executed on the date first above written.
 **2118769
                    Ontario Inc.**By:Name:
                  Title:
 
 **GUARANTORS:**
                **COOLBRANDS
                    INTERNATIONAL INC.**By:Name:
                  Title:
 
 **INTEGRATED
                    BRANDS INC.**By:Name:
                  Title:**CBA
                    FOODS LLC**
                  
                  **By:
                    INTEGRATED BRANDS INC.,**
                  **its
                    sole member**By:Name:
                  Title:**CB
                    AMERICANA LLC**
                  
                  **By:
                    INTEGRATED BRANDS INC.,**
                  **its
                    sole member**By:Name:
                  Title:**ESKIMO
                    PIE FROZEN DISTRIBUTION, INC.**By:Name:
                  Title:
    7
 
 **ESKIMO
                    PIE CORPORATION**By:Name:
                  Title:
  **COOLBRANDS
                    DAIRY, INC.**By:Name:
                  Title:
 
 
 **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:
 
 8