**Exhibit
        4.17**
 
 Amended
        and Restated Intercreditor and Subordination Agreement
 
 **AMENDED
        AND RESTATED INTERCREDITOR**
 **AND
        SUBORDINATION AGREEMENT**
  AMENDED
        AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT, dated as of
        November 17, 2006, (this “Agreement”), by and between 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”).
  **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”), the
        lenders party thereto (the “Americana 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
“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.           In
        order to confirm the relative priority of their respective Liens in the
        Collateral and establish certain other matters relating thereto, the Integrated
        Agent and the Americana Agent entered into that certain Intercreditor Agreement,
        dated as of April 21, 2006, which is being amended and restated as this
        Agreement.
  H.           Each
        of the Integrated Loan Parties party thereto, the Integrated Lenders parties
        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”).
  I.           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.
   1
  
  Accordingly,
        in consideration of the foregoing and for other good and valuable consideration,
        the receipt and sufficiency of which are hereby acknowledged, the Integrated
        Agent on behalf of the Integrated Lenders and the Americana Agent on behalf
        of
        the Americana Lenders hereby agree as follows:
  1.           Defined
        Terms.
  (a)           As
        used in this Agreement, the following terms shall have the following
        meanings:
  “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
        Credit Termination Date” shall mean the date upon which all of the
        Integrated Obligations have been indefeasibly paid in full in cash, any
        commitment to lend under the Integrated Credit Agreement shall have been
        terminated in its entirety, and all letters of credit issued under or pursuant
        to the Integrated Credit Agreement shall have expired or been terminated,
        cancelled, surrendered or cash collateralized in accordance with the terms
        of
        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.
  “Liens”
        has the meaning given to such term in the Integrated Credit
        Agreement.
   2
  “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.
  “Uniform
        Commercial Code” means the Uniform Commercial Code as in effect from time to
        time in the applicable jurisdiction.
  (b)           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
        Americana Agent and the Americana Lenders hereby irrevocably agree that any
        and
        all Americana Obligations 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 Integrated Obligations. 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 Integrated Obligations
        remain 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 Americana Agent or the
        Americana Lenders upon or with respect to any or all of the Americana
        Obligations or which would constitute the Collateral or the proceeds of the
        Collateral shall be paid or delivered directly to the Integrated Agent for
        application to the Integrated Obligations in accordance with this Agreement
        until the Integrated Credit Termination Date has occurred.  The
        Integrated Lenders shall have the right to enforce, collect and receive every
        such payment or distribution and give acquittance therefor.
  (ii)           The
        Americana Agent and the Americana Lenders hereby irrevocably agree that no
        payment of or on account of the Americana Obligations 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 the
        Integrated Credit Agreement, or any guaranty therefor enforced, unless and
        until
        the Integrated Credit Termination Date has occurred. Until the Integrated
        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
        Americana Lenders 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 Integrated
        Obligations.  The Americana Agent and the Americana Lenders hereby
        irrevocably further agree not to demand, receive or accept on account of
        the
        Americana Obligations any payment prior to the Integrated Credit Termination
        Date.
  (b)           Lien.  Notwithstanding
        anything to the contrary contained in any Integrated Loan Document or Americana
        Loan Document and irrespective of (i) the time, order or method of attachment
        or
        perfection of the security interests created by any Integrated Collateral
        Document or Americana Collateral 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 Integrated Agent, the Americana Agent, any
        Integrated Lender or any Americana Lender 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 Integrated Agent on behalf of the Integrated
        Lenders has been perfected, or (vi) the validity, enforceability or avoidability
        of any security interest or lien of the Integrated Agent on the Collateral,
        any
        security interest of the Americana Agent on behalf of the Americana Lenders
        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 Integrated Agent on behalf of the Integrated
        Lenders.
   3
  Until
        the Integrated Credit Termination Date, the Americana Agent and the Americana
        Lenders 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 Americana
        Credit Agreement, the Americana Collateral Documents or any other Americana
        Loan
        Documents in respect of the Americana Obligations 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 Integrated Agent or any
        Integrated Lender or any other exercise by the Integrated Agent or any
        Integrated Lender of any rights or remedies under any Integrated Loan 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 Americana Obligations;
        or
        (v) amend, modify or supplement those provisions of the Americana Credit
        Agreement 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 Integrated Agent or the
        Integrated Lenders; provided that the Americana Agent and the Americana
        Lenders may file any proof of claim or, subject to the restrictions and
        limitations placed upon the Americana Agent and the Americana Lenders as
        set
        forth in this Agreement, take any action necessary to perfect, protect and
        preserve their interests under the Americana Credit Agreement or the Americana
        Loan Documents.
  (c)           Exercise
        of Rights and Remedies.  In exercising rights and remedies with
        respect to the Collateral, the Integrated Agent and the Integrated Lenders
        may
        enforce the provisions of the Integrated Collateral Documents and exercise
        remedies thereunder and under any other Integrated Loan 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 Integrated Agent’s and the Integrated Lenders’
rights with respect to the Collateral include the right to release any
        or all of
        the Collateral from the Lien of any Integrated Collateral Document or Americana
        Collateral Document relating to any of the Obligors during the pendency of
        any
        Event of Default and/or the exercise of any of the Integrated Agent or the
        Integrated 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 Integrated Obligations
        or
        Americana Obligations.  If the Integrated Agent or the Integrated
        Lenders shall determine that the release of the Lien of any Americana Collateral
        Document relating to any of the Obligors on such Collateral is necessary
        or
        advisable, the Americana Agent or the Americana Lenders, as applicable, shall
        execute such release documents and instruments and shall take such further
        actions as the Integrated Agent or the Integrated Lenders shall
        request.  Each Americana Lender hereby irrevocably constitutes and
        appoints the Integrated Agent and any officer or agent of the Integrated
        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 Americana
        Lender and in the name of such Americana Lender or in the Integrated Agent’s own
        name, from time to time in the Integrated 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 Americana Lender hereby ratifies all that said
        attorneys shall lawfully do or cause to be done pursuant to the power of
        attorney granted in this paragraph.
  (e)           Notwithstanding
        anything to the contrary, the obligations owing to the Americana Agent (i)
        under
        paragraph 6 of the Americana Guarantee executed by the Americana Guarantors
        (other than Holdings); and (ii) under paragraph 20 of the Americana Guarantee
        executed by Holdings shall be *pari passu* in all respects with the
        Integrated Obligations to the extent that (x) JPMorgan Chase, N.A. remains
        the
        Administrative Agent under the Americana Credit Agreement and (y) JPMorgan
        Chase, N.A. has asserted a claim under Section 6 or 20 of the above-referenced
        Americana Guarantees.  JPMorgan Chase, N.A., in its capacity as
        Americana Agent, shall be authorized to realize and receive payment on such
        obligations at the same time and on the basis that it receives payment in
        respect of any Integrated Obligation.  The rights provided to JPMorgan
        Chase, N.A. hereunder, in its capacity as Americana Agent, are solely in
        favor
        of JPMorgan Chase, N.A. and are not assignable to any third party.  No
        party other than JPMorgan Chase, N.A. shall receive any benefit from these
        provisions.
  3.****Turnover
        of Payments.  Should any payment, distribution or security or the
        proceeds thereof (whether in cash, property or securities) be received by
        the
        Americana Agent or the Americana Lenders on or after
   4
  the
        date of this Agreement and prior to the Integrated Credit Termination Date
        on
        account of or with respect to any Americana Obligations, the Americana Agent
        or
        the Americana Lenders shall forthwith deliver the same to the Integrated
        Agent
        for distribution to the Integrated Lenders, in the form received (together
        with
        any endorsement or assignment by the Americana Agent or the Americana Lenders
        where required by the Integrated Agent), for application on account of the
        Integrated Obligations and, until so delivered, the same shall be held in
        trust
        by the Americana Agent or the Americana Lenders, as trustee for the Integrated
        Agent, for the benefit of the Integrated Lenders.
  4.           Moratorium
        on Exercise of Rights and Remedies.
  (a)           The
        Americana Agent and the Americana Lenders agree that the Integrated Agent
        and
        the Integrated 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 Americana Credit Agreement
        or the other Americana Loan Documents to the contrary, the Americana Agent
        and
        the Americana Lenders shall not exercise any remedies or rights whatsoever
        with
        respect to the Americana Obligations or the Collateral under the Americana
        Loan
        Documents or otherwise, including the right to accelerate or demand payment
        of
        or sue for arrearage with respect to the Americana Obligations 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 Integrated Credit Termination Date.
  (b)           Nothing
        in this Agreement shall impose any duty, responsibility or obligation upon
        the
        Integrated Agent or the Integrated Lenders with respect to the Collateral,
        the
        Obligors, or with respect to amounts owed to the Americana Agent and the
        Americana Lenders.  All rights and interests of the Integrated Agent
        and the Integrated Lenders, and all agreements and obligations of the Americana
        Agent and the Americana Lenders, 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 Americana Agent, the Americana Lenders
        or
        the Obligors in respect of the Integrated Obligations or in respect of this
        Agreement.
  (c)           The
        Americana Agent and the Americana Lenders agree and acknowledge that, until
        the
        Integrated Credit Termination Date has occurred, the Americana Agent and
        the
        Americana Lenders shall not exercise any claims or rights by way of subrogation
        or otherwise as a result of the payment of any amounts to the Integrated
        Agent
        or the Integrated Lenders on account of the Integrated
        Obligations.  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 Integrated Agent or the Integrated Lenders is avoided or
        payment
        on or in respect of the Integrated Obligations shall be rescinded or must
        otherwise be returned by the Integrated Agent or the Integrated 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
        Americana Agent and the Americana Lenders hereby irrevocably consent and
        agree
        to (i) the granting to the Integrated Agent or the Integrated Lenders of
        any
        replacement liens or other adequate protection to the Integrated Agent or
        the
        Integrated 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 Integrated Agent or the Integrated Lenders with respect to the use
        by the
        Obligors of the Integrated Agent’s or the Integrated Lenders’ Collateral,
        including cash collateral.  Until the Integrated Credit Termination
        Date, the Americana Agent and the Americana Lenders 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 Integrated Obligations and secured by Liens junior to the
        Liens
        securing the Integrated Obligations or (b) as part of a debtor-in-possession
        or
        exit financing arranged by the Integrated Agent.  To the extent that
        the Americana Agent or the Americana Lenders have or acquire any rights under
        11
        U.S.C. §§ 361, 363, 364 or 553 with respect to the Collateral, the Americana
        Agent and the Americana Lenders hereby agree not to assert such rights without
        the prior written consent of the Integrated Agent; provided, that if
        requested by the Integrated Agent, the Americana Agent and the Americana
        Lenders
        shall seek to exercise such rights in the manner requested by the Integrated
        Agent. ****Further, the Americana Agent and the Americana
        Lenders agree that notwithstanding anything in 11 U.S.C. § 506 to the
        contrary, the Americana Agent’s and the Americana Lenders’ rights or entitlement
        to receive any payments in respect of the Americana Loan Documents
        in
   5
  connection
        with the Americana Obligations and the Collateral shall in all respects be
        junior and subordinate to the Integrated Agent’s and the Integrated Lenders’
right to receive interest, costs, fees or expenses, including professional
        fees,
        even to the extent the Integrated Agent or the Integrated Lenders are deemed
        unsecured.  In addition, the Americana Agent and the Americana Lenders
        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
        Integrated Agent and the Integrated Lenders vote in favor of such plan;
provided, however, that in any bankruptcy case filed by or against
        the Obligors, the Americana Agent or the Americana Lenders 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 Americana Agent or the Americana Lenders
        is
        challenged, avoided, voided, disallowed, recharacterized or subordinated
        in
        whole or in part (collectively, an “Avoidance Action”), the Americana
        Lenders and the Obligors each hereby acknowledge and agree that such Avoidance
        Action or its outcome shall not impair, affect, avoid, or limit the Integrated
        Obligations, the Integrated Agent’s or the Integrated Lenders’ liens, security
        interests or rights in and to the Collateral, or their respective rights
        or
        interests in, to or under this Agreement, the Integrated Credit Agreement
        or the
        other Integrated Loan 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.
  6.           Assignment
        of Americana Obligations, etc.  The Americana Agent and each
        Americana Lender are prohibited from assigning or otherwise transferring
        the
        Americana Obligations, the Americana Loan Documents or their rights and claims
        under the Americana Loan Documents, except to an assignee or other transferee
        that has expressly acknowledged and assumed in writing all of the obligations
        of
        the Americana Lenders under this Agreement.
  7.           Continuing
        Agreement; Modification of Terms of Integrated Obligations.
  (a)           This
        Agreement shall constitute a continuing agreement of subordination, and the
        Integrated Lenders may, without notice to the Americana Agent and the Americana
        Lenders, 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 Integrated Obligations and/or interest
        in the Collateral securing such Integrated Obligations.  The Americana
        Agent and the Americana Lenders, in advance, hereby irrevocably waive, release
        and disclaim any rights to direct, compel, request or assert claims against
        the
        Integrated Agent or the Integrated 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
        Integrated Agent and the Integrated Lenders, at any time and from time to
        time,
        may enter into such agreement or agreements with the Obligors, as the Integrated
        Agent and the Integrated Lenders may deem proper, granting additional collateral
        to the Integrated Agent, extending the time of payment or renewing or otherwise
        altering in any manner the terms of all or any of the Integrated Obligations
        or
        affecting in any manner any security underlying any or all of the Integrated
        Obligations, 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 Integrated Agent or the Integrated Lenders without notice to the
        Americana Agent and the Americana Lenders 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 Integrated Loan
        Document or any Event of Default (as defined in the Integrated 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 Americana Loan Documents relating to the Americana Obligations or
        any
        breach or default thereunder arising from the same facts and shall be deemed
        to
        be binding on the Americana Agent and the Americana Lenders.
   6
  
  (d)           No
        right of any present or future holders of any Integrated Obligations 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
        Integrated Agent or the Integrated 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 Integrated Loan Documents, or the Americana Loan Documents relating
        to the Americana Obligations, regardless of any knowledge thereof which any
        such
        holder may have or be otherwise charged with.  The holders of the
        Integrated Obligations may extend, renew, modify, or amend the terms of the
        Integrated Obligations 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 Americana Agent and the Americana
        Lenders
        to the holders of the Integrated Obligations.
  8.           No
        Modification of Americana Loan Documents.  No rights, remedies,
        claims or privileges created by or in favor of the Americana Agent and the
        Americana Lenders arising under, with respect to or in connection with the
        Americana Loan 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 Integrated Agent and the Integrated Lenders,
        and
        the Americana Loan Documents shall not be amended, modified or changed in
        any
        respect, in each case, without the express prior written consent of the
        Integrated Agent if such amendment, modification or change is adverse to
        or
        detrimental to the interests of the Integrated Agent and the Integrated
        Lenders.
  9.           Waiver
        and Amendment.  The Integrated Agent’s or the Integrated 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 Americana Agent and the
        Americana Lenders 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 Integrated
        Agent
        and the Americana Agent.
  10.           Successors
        and Assigns.  This Agreement shall inure to the benefit of the
        Integrated Agent’s or the Integrated Lenders’ successors and assigns and shall
        bind the successors and assigns of the Americana Agent and the Americana
        Lenders.
  11.           Application
        of Payments and Proceeds of Collateral.  Until the occurrence of
        the Integrated Credit Termination Date, all payments received by the Integrated
        Agent and the Integrated Lenders, or any of them, from the Obligors shall
        be
        applied as provided in the Integrated Credit Agreement.  All proceeds
        of the Collateral received by the Integrated Agent on behalf of the Integrated
        Lenders shall be applied as provided in the Integrated Credit
        Agreement.  Upon the indefeasible payment in full in cash of all of
        the Integrated Obligations and the occurrence of the Integrated Credit
        Termination Date, the Integrated Agent and the Integrated Lenders shall turn
        over to the Americana Agent 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 Integrated Agent:
  Chase
        Business Credit
 1166
        Avenue of the Americas
 New
        York, NY 10036
 Attention:  Mark
        A. Cuccinello
 Fax:  (212)
        899-2929
   7
  
  (b)           if
        to the Americana Agent:
  Chase
        Business Credit
 1166
        Avenue of the Americas
 New
        York, NY 10036
 Attention:  Mark
        A. Cuccinello
 Fax:  (212)
        899-2929
  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 Americana Agent and the Americana Lenders agree
        to execute, acknowledge and deliver to the Integrated Agent, upon its request,
        any further instruments as may be reasonably requested by the Integrated
        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 Americana Agent and the Americana Lenders receiving no payment or
        taking
        no remedial action with respect to the Americana Obligations or from the
        Collateral or proceeds of the Collateral prior to Integrated Credit Termination
        Date, the parties intend that upon the Integrated Credit Termination Date,
        the
        Americana Agent and the Americana Lenders may receive payments or take remedial
        action in respect of the Americana Obligations or from the Collateral or
        proceeds of the Collateral, subject to the requirement that if any payment
        received in respect of the Integrated Obligations must subsequently be
        disgorged, any payments received in respect of the Americana Obligations
        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 Integrated
        Obligations to the extent of the payments disgorged and any remedial action
        taken in respect of the Americana Obligations or from the Collateral or proceeds
        of the Collateral shall be discontinued and, to the extent possible, shall
        be
        rescinded until the Integrated Obligations shall again have been paid in
        full.
  16.           EACH
        OF THE AMERICANA AGENT, THE AMERICANA LENDERS, THE INTEGRATED AGENT AND THE
        INTEGRATED 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 AMERICANA AGENT, THE AMERICANA LENDERS, THE INTEGRATED AGENT AND THE
        INTEGRATED 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 AMERICANA AGENT, THE AMERICANA
        LENDERS, THE INTEGRATED AGENT AND THE INTEGRATED 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 Americana Credit Agreement or the Americana
        Loan Documents, including provisions with respect to governing law and
        jurisdiction, the provisions of this Agreement shall govern.  This
        Agreement shall be an Integrated Loan Document pursuant to the Integrated
        Credit
        Agreement and shall (unless
   8
  expressly
        indicated herein or therein) be construed, administered, and applied, in
        accordance with all of the terms and provisions of the Integrated Credit
        Agreement.
  [SIGNATURES
        ON FOLLOWING PAGE]
  9
  IN
        WITNESS WHEREOF, the parties have executed this Agreement as of this 17th day of
        November,
        2006.
  
 JPMORGAN
                  CHASE BANK, N.A., as Integrated Agent on behalf of the Integrated
                  Lenders
                
                By:  ___________________________________
                Name:
                Title:
                
                JPMORGAN
                  CHASE BANK, N.A., as Americana Agent on behalf of the Americana
                  Lenders
                
                By:  ___________________________________
                Name:
                Title: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:
    10
 
 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:
 
 
 11