**Exhibit
        4.25**
 
 Asset
        Purchase Agreement by and between J & J Snack Foods and Integrated Brands,
        Inc.
 
  ASSET
        PURCHASE AGREEMENT
 
 This
        ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of the 30th day of
        March, 2007
        by and among J & J SNACK FOODS SALES CORP., a New Jersey corporation (the
“Buyer”) and INTEGRATED BRANDS, INC., a New Jersey corporation (the
“Seller”).
  WITNESSETH:
 
 WHEREAS,
        Seller has a product known as WholeFruit (the “Brand”) under which it has
        produced various frozen novelties;
  WHEREAS,
        pursuant to a certain license agreement (the “License Agreement”) between
        Dogsters, LLC and the Seller dated April 20, 2004, the Seller has acquired
        certain rights with respect to the manufacture and sale of certain ice cream
        products branded as Dogsters (“Dogsters”);
  WHEREAS,
        Seller desires to sell to Buyer certain assets relating to the Brand and
        to
        Dogsters (as hereinafter defined, the “Purchased Assets”); and
  WHEREAS,
        Buyer desires to acquire the Purchased Assets from Seller;
  NOW,
        THEREFORE, in consideration of the mutual covenants and upon the terms and
        subject to the conditions set forth herein, Buyer and Seller agree as
        follows:
  ARTICLE
        I
  Purchase
        and Sale, Payment
  1.1           Purchase
        and Sale
  Subject
        to the terms and conditions hereof, Seller shall sell, assign, transfer and
        deliver to Buyer or at Buyer’s election, to an affiliate of Buyer, and Buyer
        shall purchase, pay for and accept from Seller, all of the Purchased
        Assets.  The Purchased Assets shall be sold, assigned, transferred and
        delivered free and clear of all Liens. The Purchased Assets shall include,
        as
        the same exist on the Closing Date:
  (a)           all
        of Seller’s papers, books and records in whatever form (e.g., computerized
        information and written information), relating to the Brand, including, without
        limitation, sales records, invoices, credit records, customer lists and records,
        supplier lists and records, price lists, purchasing materials and records,
        personnel, labor relations and payroll records, warranty and service records,
        accounting and financial records, inventory records, accounts receivable
        and
        accounts payable records and files, tax records and litigation files wherever
        located relating to the Brand;
  (b)           the
        finished goods, raw materials, and packaging inventories of the Seller relating
        to the Brand (the “Inventory”), as well as the marketing and sales literature of
        the Seller, listed on Schedule “1.1(b)”;
  (c)           certain
        inventory relating to Dogsters, listed on Schedule “1.1(b)”;
  (d)           all
        of the Seller’s right title and interest in and to the License Agreement (the
“Dogsters Rights”), on such terms and conditions as are set out in a certain
        assignment agreement (the “Assignment Agreement”)  between the Seller
        and the Buyer dated the date hereof; and
  (e)           the
        goodwill, if any, of Seller relating to the Brand, including, without
        limitation, all intellectual property of the Seller relating to the
        Brand.
   1
   1.2           Non-Assumption
        of Liabilities By Buyer
  Seller
        hereby retains liability for and agrees to be solely liable for, and Buyer
        shall
        not be liable for, any and all debts, responsibilities, obligations or
        liabilities of, or claims against the Seller or its affiliates relating to
        the
        Brand of any kind or nature, known, unknown, contingent or otherwise arising
        prior to the Closing Date or with respect to any period ending on or prior
        to
        the Closing Date.
  1.3           Consideration,
        Allocation, Election
  (a)            The
        consideration for the Purchased Assets payable by the Buyer (collectively,
        the
“Consideration”) at the Closing, shall consist of Three Million U.S. Dollars
        (US$3,000,000.00).
  (b)            The
        Consideration specified in this Section 1.3 above shall be allocated, as
        among
        the Purchased Assets, in accordance with Schedule 1.3, and the parties shall
        abide by such allocations in all tax filings and other reports which the
        parties
        shall make or render.  Buyer and Seller hereby agree that the
        allocations set forth on Schedule 1.3 have been fully and finally negotiated
        by
        Buyer and Seller and their respective representatives with knowledge of and
        due
        regard for all relevant factors.
  (c)           The
        Consideration shall be paid by wire transfer at Closing.
  ARTICLE
        II
  Representations
        and Warranties of the Seller
 
 The
        Seller represents and warrants to the Buyer as follows:
  2.1           Organization
        and Good Standing
  The
        Seller is a duly-organized and validly existing corporation in good standing
        under the laws of the State of New Jersey, with full power and authority
        to own
        the Purchased Assets.
  2.2           Binding
        Agreement: No Litigation
  This
        Agreement has been duly executed and delivered by the Seller and is a valid
        and
        binding obligation and agreement of the Seller enforceable in accordance
        with
        its terms (except as enforceability may be limited by bankruptcy, insolvency,
        conservatorship, receivership, liquidation, reorganization, moratorium or
        similar laws affecting creditors rights generally).  The execution,
        delivery and performance of this Agreement and the transactions contemplated
        hereby by the Seller, as applicable: (a) will not violate, contravene, result
        in
        a breach of or constitute a default (with due notice or lapse of time or
        both)
        under the Certificate of Incorporation or Bylaws of the Seller, or any note,
        mortgage, contract, instrument, judgment, law, rule, regulation or decree
        to
        which Seller is a party or by which any of them or the Purchased Assets is
        bound, (b) will not afford any lender the right to accelerate, declare at
        once
        due and payable or demand prepayment of (or any penalty, charge or premium
        with
        respect to) any indebtedness of the Seller and (c) has been duly approved
        by all
        necessary corporate action on the part of the Seller, including, without
        limitation, by the Board of Directors of the Seller.  No consent,
        permit, authorization, approval or action of any federal, state or local
        authority or any other Person is required with respect to the Seller in
        connection with the consummation of the transactions contemplated by this
        Agreement.  The Seller is not a party to (and has no knowledge of) any
        litigation or other claim or proceeding which calls into question the validity
        or enforceability of this Agreement or seeks to delay or prevent any transaction
        contemplated hereby.
  2.3           Absence
        of Claims
  Except
        as provided in Schedule 2.3**attached hereto, no action,
        suit, proceeding, investigation or claim (including, without limitation,
        assertion of any claim for taxes, interest or penalties) is pending or to
        the
        Knowledge of Seller, threatened against or with respect to the Brand or the
        Purchased Assets, nor to the knowledge of Seller, is there any valid basis
        for
        any such action, suit, proceeding, investigation or claim.
  2.4           Title
        to Assets: Condition of Assets
  (a)           The
        Seller has good and marketable title to all Purchased Assets, free and clear
        of
        any lien, mortgage, security interest, charge, pledge, retention of title
        agreement, adverse claim, easement, encroachment, restrictive covenant or
        other
        encumbrance affecting title to any property of any sort (any such encumbrance,
        a
“Lien”) and no other person, firm, corporation, partnership, association,
        governmental or judiciary agency or other entity (any such person or entity,
        a
“Person”) has or will have at Closing any interest whatsoever in any of the
        Purchased Assets.  Notwithstanding any other provision of this
        Agreement, the Seller makes no representations or warranties whatsoever with
        respect to the Dogsters Rights, other than as explicitly set out in the
        Assignment Agreement.
   2
   (b)           The
        Inventory included in the Purchased Assets has been acquired in the ordinary
        course of the Seller’s business.
  2.5           Intellectual
        Property
  (a)           Seller
        owns all Intellectual Property necessary relating to the Brand as presently
        conducted.  Each item of Intellectual Property owned or used by Seller
        with respect to the Brand immediately prior to the Closing hereunder will
        be
        owned or available for use by Buyer on identical terms and conditions
        immediately subsequent to the Closing hereunder.  The Seller has taken
        all necessary action to maintain and protect each item of Intellectual Property
        with respect to the Brand that it owns or uses.
  (b)           Seller,
        in its operations relating to the Brand, has not interfered with, infringed
        upon, misappropriated, or otherwise come into conflict with any Intellectual
        Property rights of third parties, and none of Seller’s directors and officers
        (and employees with responsibility for Intellectual Property matters) of
        Seller
        has ever received any charge, complaint, claim, demand or notice alleging
        any
        such interference, infringement, misappropriation, or violation (including
        any
        claim that Seller must license or refrain from using any Intellectual Property
        rights of any third party).  To the knowledge of Seller, no third
        party has interfered with, infringed upon, misappropriated, or otherwise
        come
        into conflict with any Intellectual Property rights of any of
        Seller.
  (c)           Schedule
        “2.5(c)” identifies each patent or registration, including, without limitation,
        each trademark registration, which has been issued to Seller with respect
        to any
        of the Intellectual Property, identifies each pending patent application
        or
        application for registration which Seller has made with respect to any of
        the
        Intellectual Property, and identifies each license, agreement, or other
        permission which Seller has granted to any third party with respect to any
        of
        its Intellectual Property (together with any exceptions).  Seller has
        delivered to Buyer correct and complete copies of all such patents,
        registrations, trademark registrations, applications, licenses, agreements,
        and
        permissions (as amended to date) and has made available to Buyer correct
        and
        complete copies of all such other written documentation evidencing ownership
        and
        prosecution (if applicable) of each such item.  Schedule 2.5(c) also
        identifies each trade name or unregistered trademark used by Seller in
        connection with the Brand.  With respect to each item of Intellectual
        Property required to be identified in Schedule “2.5(c)”:
  (i)           Seller
        possesses all right, title and interest in and to such item, free and clear
        of
        any Security Interest, license or other restriction;
  (ii)           such
        item is not subject to any outstanding injunction, judgment, order, decree,
        ruling or charge;
  (iii)           no
        action, suit, proceeding, hearing, investigation, charge, complaint, claim
        or
        demand is pending to the knowledge of Seller or is threatened with challenges
        the legality, validity, enforceability, use, or ownership of such item;
        and
  (iv)           Seller
        has not ever agreed to indemnify any Person for or against any interference,
        infringement, misappropriation or other conflict with respect to such
        item.
  (d)           “Intellectual
        Property” means with respect to the Brand (i) all inventions (whether patentable
        or unpatentable and whether or not reduced to practice), all improvements
        thereto, and all patents, patent applications, and patent disclosures, together
        with all reissuances, continuations, continuations-in-part, revisions,
        extensions, and reexaminations thereof, (ii) all trademarks, service marks,
        trade dress, logos, trade names, and corporate names, together with all
        translations, adaptations, derivations and combinations thereof and including
        all goodwill associated therewith, and all applications, registrations and
        renewals in connection therewith, (iii) all copyrightable works, all copyrights,
        and all applications, registrations and renewals in connection therewith
        and
        (iv) all trade secrets and confidential business information (including ideas,
        research and development, know-how formulas, compositions, manufacturing
        and
        production processes and techniques, technical data, designs, drawings,
        specifications, customer and supplier lists, pricing and cost information,
        and
        business and marketing plans and proposals), (vi) all computer software
        (including data and related documentation), (vii) all other proprietary rights
        and (viii) all copies and tangible embodiments thereof (in whatever form
        or
        medium).
   3
   2.6           Brokers
  The
        Seller is not under any obligation to any broker, finder or other intermediary
        in connection with the sale of the Purchased Assets that would cause the
        Buyer
        to become liable for payment of any fee or expense with respect
        thereto.
  2.7           Disclosure
  `No
        representation or warranty of the Seller in this Agreement or in any
        certificate, schedule, statement or other document furnished or to be furnished
        by the Seller to the Buyer pursuant hereto or in connection with the
        transactions contemplated hereby contains or will contain any untrue statement
        of a material fact or omits or will omit to state any material fact required
        to
        be stated herein or therein or necessary to make the statements herein or
        therein not misleading.
  ARTICLE
        III
  Representations
        and Warranties of the Buyer
  The
        Buyer hereby represents and warrants to the Seller as follows:
  3.1           Organization
        and Good Standing
  Buyer
        is a duly organized and validly existing corporation in good standing under
        the
        laws of the State of New Jersey, Buyer is duly qualified to do business as
        a
        foreign corporation and is in good standing in each jurisdiction in which
        it
        owns or leases real property or in which the conduct of its business requires
        such qualification, except where the failure to so qualify could not reasonably
        be expected to cause a material adverse effect on the business or operations
        of
        Buyer.
  3.2           Binding
        Agreement: No Litigation
  This
        Agreement has been duly executed and delivered by Buyer and is a valid and
        binding obligation and agreement of Buyer enforceable in accordance with
        its
        terms (except as enforceability may be limited by bankruptcy, insolvency,
        conservatorship, receivership, liquidation, reorganization, moratorium or
        similar laws affecting creditors rights generally).  The execution,
        delivery and performance of this Agreement by Buyer, including the purchase
        of
        the Purchased Assets and assumption of the Assumed Liabilities hereunder,
        will
        not violate, contravene, result in a breach of or constitute a default (with
        due
        notice or lapse of time or both) under the Articles of Incorporation or By-Laws
        of the Buyer, or any note, mortgage, contract, instrument, judgment, law,
        rule,
        regulation or decree to which the Buyer is a party or by which the Purchased
        Assets are bound.
  3.3           Brokers
  Buyer
        is not under any obligation to any broker, finder or other intermediary in
        connection with the purchase of Purchased Assets or assumption of the Assumed
        Liabilities, which would cause Seller to become liable for payment of any
        fee or
        expense with respect thereto.
  3.4           Disclosure
  No
        representation or warranty of the Buyer in this Agreement or in any certificate,
        schedule, statement or other document furnished or to be furnished by the
        Buyer
        to the Seller pursuant hereto or in connection with the transactions
        contemplated hereby contains or will contain any untrue statement of a material
        fact or omits or will omit to state any material fact required to be stated
        herein or therein or necessary to make the statements herein or therein not
        misleading.
  ARTICLE
        IV
  Closing:
  4.1           Place
        and Date of Closing.  The consummation of the transactions
        contemplated by this Agreement (the “Closing”) shall take place on March 30,
        2007 (the date of the Closing being referred to herein as the “Closing
        Date”).
  4.2           Actions
        at Closing. At the Closing, there shall be made, by all necessary and
        appropriate persons, all payments and deliveries stated in this Agreement
        to be
        made at the Closing and/or on or prior to the Closing Date.
 
   4
   ARTICLE
        V
  Indemnification
  5.1           Indemnification
        by the Seller
  (a)           The
        Seller hereby agrees to jointly and severally defend, indemnify and hold
        Buyer
        and its officers, directors, employees, agents, attorneys and representatives
        (individually, a “Buyer Indemnitee” and, collectively, the “Buyer Indemnitees”),
        harmless from and against any damages, liabilities, losses and expenses,
        including, without limitation, reasonable attorney’s fees (collectively, “Seller
        Losses”), which may be sustained or suffered by Buyer arising out of, based
        upon, or by reason of a breach of any representation or warranty, or failure
        to
        perform any agreement or covenant made by the Seller in this Agreement or
        in any
        agreement or document pursuant hereto or arising out, based upon, or by reason
        any claim, action or proceeding asserted or instituted or growing out of,
        any
        matter or thing covered by such representations, warranties or
        covenants.  Without limiting the foregoing, the Seller hereby agrees
        to jointly and severally defend, indemnify and hold each Buyer Indemnitee
        harmless from any debts, responsibilities, obligations or liabilities of
        or
        claims against the Seller arising or with respect to periods ending on or
        prior
        to the Closing Date.
  5.2           Notice:
        Defense of Claims
  Each
        party of this Agreement shall give prompt written notice to the other party
        or
        parties to this Agreement under each claim for indemnification hereunder
        specifying the amount and nature of the claim and any matter which is likely
        to
        give rise to an indemnification claim.  Each party to this Agreement
        has the right to participate at his or its own expense in the defense of
        any
        such matter or settlement, or the indemnified party may direct the indemnifying
        party to take over the defense of such matters so long as such defense is
        expeditious.  Failure to give timely notice of a matter which may give
        rise to an indemnification claim shall not affect the rights of the indemnified
        party to collect such claim from the indemnifying party so long as such failure
        to so notify does not materially adversely affect the indemnifying party’s
        ability to defend such claim against the third party.  No indemnifying
        party, in the defense of any claim or litigation, shall, except with the
        consent
        of an indemnified party, which consent shall not be unreasonably withheld
        or
        delayed, consent to entry of any judgment or enter into any settlement by
        which
        such indemnified party is to be bound and which judgment or settlement does
        not
        include as an unconditional term thereof the giving by the claimant or plaintiff
        to such indemnified party of a release from all liability and respect to
        such
        claim or litigation.
  5.3           Exclusive
        Remedy
  Except
        as provided below, the parties have acknowledged and agree that the exclusive
        remedy of one party against the other party for any matter rising under this
        Agreement or the transactions contemplated hereby as a remedy expressly provided
        in this Article V and such other party shall have no other obligation with
        respect thereto.  Notwithstanding the foregoing, a party shall have
        the right to specifically enforce a provision of this Agreement either pursuant
        to Article 5 or otherwise.  The foregoing notwithstanding, the
        provisions of this Section 5.3 shall not apply in the case of fraud or
        intentional misrepresentation on the part of any party to this
        Agreement.
  ARTICLE
        VI
  Miscellaneous
  6.1           Materiality
        and Survival Period
 All
        of the Buyer’s and the Seller’s respective representations and warranties set
        forth in this Agreement shall be deemed to have been material and relied
        upon by
        the party to whom made and shall survive Closing and remain in full force
        and
        effect after the Closing Date and shall expire upon the second anniversary
        of
        the Closing Date.
  6.2           Expenses
 The
        Buyer, on the one hand, and the Seller, on the other, shall each pay all
        of its
        own respective costs and expenses incurred or to be incurred by them,
        respectively, in negotiating and preparing this Agreement and in closing
        and
        carrying out the transactions contemplated by this Agreement.  Seller
        shall not pay any such expenses.
   6.3           Notices
 All
        notices, requests, demands, instructions and other communications hereunder
        shall be in writing and shall be deemed to be effective only if delivered
        by
        hand, by facsimile transmission, by nationally-recognized overnight courier
        service or by prepaid United States registered or certified mail, return
        receipt
        requested, as follows:
  (a)           If
        to Seller, to:
  Integrated
        Brands, Inc.
 210
        Shields Court
 Markham,
        Ontario, Canada
  5
  
 L3R
        8V2
 Attn:  Michael
        Serruya
 Facsimile
        No.  905-479-5235
 
 with
        a copy to:
 
 Bernard
        Gropper, Barrister and Solicitor
 261
        Davenport Road
 Toronto,
        Ontario,
        Canada
 M5R
        1K3
 Attn: Yaakov
        Eizicovics
 Facsimile
        No. 416-487-3002
 
 
 (b)           If
        to Buyer, to:
 
 J
        & J Snack Foods Sales Corp.
 c/o
        J & J Snack Foods Corp.
 6000
        Central Highway
 Pennsauken,
        New Jersey  08109
 Attn:  Gerald
        B. Shreiber, Chairman of the Board
 Facsimile
        No. 856-665-1653
 
 With
        a copy to:
 
 Flaster/Greenberg
        P.C.
 110
        Chapel Avenue West
 Cherry
        Hill, New Jersey  08002
 Attn:  A.
        Fred Ruttenberg, Esquire
 Facsimile
        No. 856-661-1919
  or
        to such other address as Seller or Buyer may specify by written notice to
        the
        other from time to time in accordance with this Agreement. Such notices,
        requests, demands and other communication hereunder shall be deemed to have
        been
        duly given upon receipt thereof.
  7.4           Governing
        Law: Arbitration
  This
        Agreement shall be governed by and construed in accordance with the internal
        laws of the State of New York, without giving effect to the principles of
        conflict of laws.
  Any
        dispute arising out of or relating to this Agreement, including, without
        limitation, the interpretation of any provision of this Agreement or the
        breach,
        termination or validity hereof (a “Dispute”) shall be settled finally by an
        arbitration proceeding conducted in accordance with the Commercial Arbitration
        Rules of the American Arbitration Association (the “AAA”) then in effect (the
“AAA Rules”); provided that the provisions hereof shall be controlling in the
        event of any conflict with the AAA Rules. Any arbitration proceeding pursuant
        to
        this Section 10(b) shall be conducted in Manhattan, in the State of New York
        before a single arbitrator (the “Panel”) selected by the AAA.
  At
        any oral hearing of evidence in connection with the arbitration, a party
        shall
        have the right to examine its witnesses and to cross-examine the witnesses
        of
        the opposing party. No evidence of any witness shall be presented in written
        form unless the opposing party shall have the opportunity to cross-examine
        such
        witness, except as the parties otherwise agree in writing or except under
        extraordinary circumstances where the Panel determines that the interests
        of
        justice require a different procedure.
  Subject
        to Sections 5.3,**any decision or award of the Panel (an “Arbitral
        Decision”) shall be final and binding upon the parties.  The parties
        hereby waive to the extent permitted by law any rights to appeal such decision
        or award to, or the review of such decision or award by, any court or
        tribunal.  An Arbitral Decision may be enforced against the Parties
        and/or their respective assets in any court having proper
        jurisdiction.
   6
   
   THE
        PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING
        OUT OF
        OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER
        NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT
        OR
        OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH
        WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR
        AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY
        PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE
        CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT
        JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.
  7.5           Successors
        and Assigns
 The
        rights created by this Agreement shall inure to the benefit of, and the
        obligations created hereby shall be binding upon, the successors, heirs and
        assigns of the respective parties hereto.
  7.6           Entire
        Agreement: Severability and Enforcement
  This
        Agreement and the instruments delivered pursuant hereto constitute the entire
        agreement between the parties and supersede all prior agreements and
        understandings, written or oral, between the parties relating to the subject
        matter hereof.  This Agreement may be amended or supplemented only by
        a writing signed by all of the parties hereto.
  Each
        provision of this Agreement is severable.  If any provision of this
        Agreement is found to be unenforceable or in violation of any statute, rule,
        regulation, order or decree of any governmental authority, court or agency,
        then
        such provision shall be modified to the minimum extent necessary so as to
        render
        it enforceable and cure such violation, and all other provisions hereof shall
        remain in full force and effect notwithstanding such violation.
  7.7           Further
        Assurances
 In
        order to more fully assure the Buyer of the benefit of acquiring the Purchased
        Assets hereunder, the Seller hereby agrees to provide to the Buyer, whether
        before or after Closing, such confirmations of fact, records, certificates
        and
        other documents and things as may be reasonably requested by the Buyer to
        demonstrate the Buyer’s legal and beneficial ownership of the Purchased Assets
        and to otherwise carry out the purposes of this Agreement.
  7.8           Headings
 The
        headings contained in this Agreement are for convenience of reference only
        and
        the headings shall not be considered a part of this Agreement or used to
        construe any provision hereof.
  7.9           Counterparts
 This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        deemed an original and all of which, taken together, shall constitute one
        and
        the same instrument.
 
 [SIGNATURE
        PAGE TO FOLLOW]
 
 
 
 
 
 
 
 
  7
  
 IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the date
        and
        year first above written.
 
 J
&
J
        SNACK FOODS
        SALES CORP.
 
 
 By: ”Gerald B.
        Shreiber”
 Name:  Gerald
                  B. Shreiber
 Title:Chairman of the Board
 
 INTEGRATED
        BRANDS,
        INC.
 
 
 By: ”Michael
        Serruya”
 Name: Michael
        Serruya
 Title: President
 
 
 8