**Exhibit
        4.20**
 Guarantee
 
 **GUARANTEE**
 
  **WHEREAS**
        Americana Foods Limited Partnership (the "**Borrower**") has
        entered into a credit agreement dated as of April 21, 2006 among the Borrower,
        JPMorgan Chase Bank, N.A., in its capacity as administrative agent (in such
        capacity, the "**Administrative Agent**") for the lenders from time
        to time party thereto (such lenders, together with their respective successors,
        assigns and transferees (the "**Lenders**")), and the Lenders party
        thereto (as amended from time to time, the "**Credit Agreement**").
        Capitalized terms used herein and not otherwise defined shall have the meanings
        assigned to such terms in the Credit Agreement;
  **AND
        WHEREAS** the Guarantor owns a controlling interest in the Borrower and
        is financially interested in the Borrower's affairs;
  **AND
        WHEREAS** it is a requirement of the Credit Agreement that the
        undersigned CoolBrands International Inc. (the "**Guarantor**")
        guarantee payment of all Secured Obligations (as hereinafter
        defined);
  **NOW
        THEREFORE** for good and valuable consideration including payment to the
        Guarantor of the sum of ten dollars, the receipt and sufficiency of which
        are
        hereby acknowledged, the Guarantor hereby agrees with the Administrative
        Agent
        as follows:
   **Section
        1                      Guarantee**
  The
        Guarantor hereby unconditionally guarantees the punctual payment and performance
        to the Administrative Agent, forthwith on demand by the Administrative Agent,
        of
        all present and future Secured Obligations. The Guarantor also guarantees
        the
        full, prompt and unconditional performance of all obligations and agreements
        of
        every kind owed or hereafter to be owed by the Borrower to the Administrative
        Agent or the Lenders under the Credit Agreement and the other Loan Documents
        to
        which the Borrower is a party. This guarantee shall be a continuing guarantee
        and shall guarantee the Secured Obligations and any ultimate balance thereof,
        notwithstanding that the Borrower may from time to time satisfy the Secured
        Obligations in whole or in part and thereafter incur further Secured
        Obligations.
   **Section
        2                      Indemnity**
  In
        addition to the guarantee provided in section 1, and as a separate and distinct
        obligation, the Guarantor hereby agrees to indemnify and save harmless the
        Administrative Agent and the Lenders, forthwith on demand by the Administrative
        Agent, from and against any and all direct and indirect claims, demands,
        losses,
        damages, liabilities, charges, obligations, payments and expenses of any
        nature
        or kind, howsoever or whenever arising, which the Administrative Agent or
        any
        Lender or Lenders may suffer or incur in any way relating to or arising
        from:
   **(a)           the
        failure of the Borrower to pay and satisfy the Secured Obligations;
        or**
  **(b)           the
        Secured Obligations or any agreement creating or relating to any or all Secured
        Obligations in any way being or becoming for any reason whatsoever, in whole
        or
        in part, void, voidable, *ultra vires*, illegal, invalid, ineffective or
        otherwise unenforceable or released or discharged by operation of law or
        otherwise;**
 
  provided
        that any payment actually made by the Guarantor to the Administrative Agent
        under section 1 shall reduce the liability of the Guarantor under this section
        2
        by the same amount.
   **Section
        3                      Limitation
        of Liability**
  The
        liability of the Guarantor under this agreement is unlimited.
   1
   **Section
        4                      
Interest after Demand**
  The
        Guarantor shall pay to the Administrative Agent interest on all amounts owing
        by
        the Guarantor pursuant to this agreement accruing from the date the
        Administrative Agent demands payment pursuant to this agreement at the highest
        rate per annum applicable from time to time to any of the Secured Obligations.
        Such interest shall be calculated and payable monthly not in advance both
        before
        and after judgment on the first day of each month after such
        demand.
   **Section
        5                      Determination
        of Liability for Future Advances**
  The
        Secured Obligations herein guaranteed shall not include any voluntary advances
        made by the Administrative Agent or any Lender to the Borrower after the
        date
        (the "**Determination Date**") which is ninety days following the
        date of receipt by the Administrative Agent of written notice from the Guarantor
        advising that the Guarantor shall not be responsible for such advances. As
        used
        herein, "**voluntary advances**" excludes advances made by the
        Administrative Agent or any Lender to or for the benefit of the Borrower
        which
        the Administrative Agent or any Lender is required to make as a result of
        a
        commitment given prior to the Determination Date to the Borrower or another
        person, including, without limitation, any payment by the Administrative
        Agent
        or any Lender under a letter of credit issued or a bankers' acceptance accepted
        by the Administrative Agent or any Lender for the account of the Borrower.
        For
        greater certainty, the Secured Obligations herein guaranteed shall continue
        to
        include all obligations of the Borrower to the Administrative Agent and the
        Lenders (and any of them) in existence on the Determination Date, including,
        but
        not limited to, contingent obligations of the Borrower arising under guarantees
        provided by the Borrower in respect of the obligations of others, even though
        such contingent obligations may mature and be payable by the Borrower after
        the
        Determination Date, and even though the ultimate liability of the Borrower
        in
        respect of such contingent obligations may exceed the Borrower's contingent
        liability thereunder on the Determination Date.
   **Section
        6                      Borrower's
        Status and Authority**
  All
        monies, advances, renewals or credits in fact borrowed or obtained from the
        Administrative Agent or any Lender by the Borrower or by persons purporting
        to
        act on behalf of the Borrower shall be deemed to form part of the Secured
        Obligations, notwithstanding any lack or limitation of status or power, any
        incapacity or disability of the Borrower or its directors, officers, employees
        or agents, or that the Borrower may not be a legal entity or that such borrowing
        or obtaining of monies, advances, renewals or credits or the execution and
        delivery of any agreement or document by or on behalf of the Borrower is
        in
        excess of the powers of the Borrower or any of its directors, officers,
        employees or agents or is in any way irregular, defective, fraudulent or
        informal. The Administrative Agent and the Lenders have no obligation to
        enquire
        into the powers of the Borrower or any of its directors, officers, employees
        or
        agents acting or purporting to act on its behalf, and shall be entitled to
        rely
        on this provision notwithstanding any actual or imputed knowledge regarding
        any
        of the foregoing matters.
   **Section
        7                      Liability
        Unaffected by Certain Matters**
  The
        liability of the Guarantor hereunder shall be absolute and unconditional
        irrespective of, and shall not be released, discharged, limited or otherwise
        affected by:
  **(a)**
              **the
                  lack of validity or enforceability of the Secured Obligations in
                  whole or
                  in part for any reason whatsoever, including without limitation
                  by reason
                  of prescription, by operation of law or as a result of any applicable
                  statute, law or
                  regulation;**
  **(b)**
              **any
                  prohibition or restriction imposed in respect of any rights or
                  remedies of
                  the Administrative Agent or any Lender in respect of any Secured
                  Obligations, including without limitation any court order which
                  purports
                  to prohibit or suspend the acceleration of the time for payment
                  of any
                  Secured Obligations, the payment by the Borrower of any Secured
                  Obligations or the tights or remedies of the Administrative Agent
                  and
                  Lenders (or any of them) against the Borrower in respect of any
                  Secured
                  Obligations;**
  **(c)**
              **the
                  lack of validity or enforceability in whole or in part of the Credit
                  Agreement or any other Loan
                  Document.**
  **(d)**
              **any
                  change in the corporate existence, structure, ownership or control
                  of the
                  Borrower (including any of the foregoing arising from any merger,
                  consolidation, amalgamation, reorganization or similar transaction);
                  any
                  change in the name, objects, capital stock, constating documents
                  or
                  by-laws of the Borrower; or the dissolution, winding-up, liquidation
                  or
                  other distribution of the assets of the Borrower, whether voluntary
                  or
                  otherwise;**
  2
   
  **(e)**
              **the
                  Borrower's becoming insolvent or bankrupt or subject to any proceeding
                  under the provisions of the *Bankruptcy and Insolvency Act*
                  (Canada), the *Companies' Creditors Arrangement Act* (Canada), the
                  arrangement provisions of applicable corporate legislation, any
                  legislation similar to the foregoing in any other jurisdiction,
                  or any
                  legislation enacted substantially in replacement of any of the
                  foregoing,
                  or the Administrative Agent's or any Lender's voting in favour
                  of any
                  proposal, arrangement or compromise in connection with any of the
                  foregoing;**
  **(f)**
              **the
                  failure or neglect of the Administrative Agent or any Lender to
                  demand
                  payment of Secured Obligations by the Borrower, any guarantor of
                  Secured
                  Obligations or any other
                  person;**
  **(g)**
              **the
                  valuation by the Administrative Agent or any Lender of any security
                  held
                  in respect of the Secured Obligations, which shall not be considered
                  as a
                  purchase of such security or as payment on account of the Secured
                  Obligations;**
  **(h)**
              **any
                  right or alleged right of set-off, combination of accounts, counterclaim,
                  appropriation or application or any claim or demand that the Borrower
                  or
                  the Guarantor may have or may allege to have against the Administrative
                  Agent or any Lender or Lenders;
                  or**
  **(i)**
              **any
                  other circumstances which might otherwise constitute a legal or
                  equitable
                  defence available to, or complete or partial discharge of, the
                  Borrower in
                  respect of the Secured Obligations or of the Guarantor in respect
                  of this
                  agreement.**
  **Section
        8                      Liability
        Unaffected by Actions of the Administrative Anent or any Lender or
        Lenders**
  The
        liability of the Guarantor hereunder shall be absolute and unconditional
        irrespective of, and shall not be released, discharged, limited or otherwise
        affected by anything done, suffered or permitted by the Administrative Agent
        or
        any Lender or Lenders in connection with the Borrower or any Secured
        Obligations. For greater certainty and without limiting the generality of
        the
        foregoing, without releasing, discharging, limiting or otherwise affecting
        in
        whole or in part the liability of the Guarantor under this agreement, and
        without notice to or the consent of the Guarantor, the Administrative Agent
        or
        any Lender or Lenders may from time to time:
  (a)
              make
                  advances and extend credit to the Borrower (including new loans
                  and credit
                  facilities, whether in addition to or in replacement for other
                  loans and
                  credit facilities previously established for the Borrower), convert
                  revolving lines of credit to non-revolving lines of credit or vice
                  versa,
                  increase or decrease the amount of credit available to the Borrower
                  and
                  receive payments in respect of the Secured
                  Obligations;
  (b)
              increase
                  the interest rates, fees and charges applicable to all or any portion
                  of
                  the Secured Obligations from time to
                  time;
  (c)
              amend,
                  renew, waive, release or terminate the Credit Agreement or any
                  of the
                  other Loan Documents or any provisions thereof in whole or in part
                  from
                  time to time (including, without limitation, any provisions relating
                  to
                  interest rates, fees, margin requirements, conditions for the extension
                  of
                  credit and the determination of the amount of credit available,
                  positive
                  and negative covenants, payment provisions, the application of
                  payments
                  received by or on behalf of the Borrower, and events of
                  default);
  (d)
              extend,
                  renew, settle, compromise, waive, release or terminate the Secured
                  Obligations in whole or in part from time to
                  time;
  (e)                 grant
        time, renewals, extensions, indulgences, releases and discharges to the
        Borrower;
  (f)                 take,
        refrain from taking or release guarantees from other persons in respect of
        Secured Obligations;
  (g)
              accept
                  compromises or arrangements from the Borrower, any guarantor of
                  Secured
                  Obligations or any other person;
  (h)
              refrain
                  from demanding payment from or exercising any rights or remedies
                  in
                  respect of the Borrower or any guarantor of Secured
                  Obligations;
  3
   
  (i)
              apply
                  all monies received from the Borrower, any guarantor of the Borrower
                  or
                  any other person or from the proceeds of any security to pay such
                  part of
                  the Secured Obligations as the Administrative Agent and Lenders
                  may see
                  fit, or change any such application in whole or in part from time
                  to time,
                  notwithstanding any direction which may be given regarding application
                  of
                  such monies by the Borrower, any guarantor of the Borrower or any
                  other
                  person; and
  (j)
              otherwise
                  deal with the Borrower, any guarantor of Secured Obligations or
                  any other
                  person and any security held by the Administrative Agent or any
                  Lender or
                  Lenders in respect of Secured Obligations, as the Administrative
                  Agent or
                  such Lender or Lenders may see fit in its or their absolute
                  discretion.
  **Section
        9                      Liability
        Unaffected by Failure of the Administrative Agent or any Lender or Lenders
        to
        Take, Hold or Enforce Security**
  The
        Guarantor agrees that the Guarantor has provided this agreement to the
        Administrative Agent on the express understanding that the Administrative
        Agent
        and the Lenders have no obligation to obtain any security from the Borrower
        or
        from others to secure payment or performance of any Secured Obligations;
        and if
        the Administrative Agent or any Lender in its absolute discretion obtains
        any
        such security from the Borrower or others, the Administrative Agent or such
        Lender shall have no obligation to continue to hold such security or to enforce
        such security. The Guarantor shall not be entitled to rely on or benefit
        from,
        directly or indirectly, any such security which the Administrative Agent
        or any
        Lender may obtain. In furtherance of the foregoing, the liability of the
        Guarantor hereunder shall be absolute and unconditional irrespective of,
        and
        shall not be released, discharged, limited or otherwise affected
        by:
  (a)
              the
                  loss of or failure by the Administrative Agent or any Lender to
                  register,
                  perfect or maintain any security given by the Borrower or by other
                  persons
                  in respect of Secured Obligations, whether intentionally or through
                  failure, neglect or otherwise;
  (b)
              the
                  failure or neglect of the Administrative Agent or any Lender to
                  enforce
                  any security held in respect of the Borrower or in respect of any
                  guarantor of Secured Obligations;
  (c)
              the
                  Administrative Agent's or any Lender's having released, discharged,
                  compromised or otherwise dealt with any such security in any manner
                  whatsoever (and for greater certainty the Administrative Agent
                  and Lender
                  shall not be bound to exhaust its or their recourse against the
                  Borrower,
                  guarantors of the Borrower or other persons or enforce any security
                  held
                  in respect of Secured Obligations or take any other action or legal
                  proceeding before being entitled to payment from the Guarantor
                  under this
                  agreement, and the Guarantor hereby waives all benefits of discussion
                  and
                  division); or
  (d)
              the
                  enforcement by the Administrative Agent or any Lender of any such
                  security
                  in an improvident or commercially unreasonable manner (including
                  the sale
                  or other disposition of any assets encumbered by such security
                  at less
                  than the fair market value thereof) whether as a result of negligence,
                  recklessness or wilful action or inaction on the part of the
                  Administrative Agent or any Lender or otherwise, and regardless
                  of any
                  duty which the Administrative Agent or any Lender might have to
                  the
                  Borrower under applicable law (including applicable personal property
                  security legislation) in respect of the enforcement of any such
                  security.
  **Section
        10                      Accounts
        Settled**
  The
        records of the Administrative Agent as to the unpaid balance of the Secured
        Obligations due at any time shall constitute prima facie evidence that the
        said
        amount is so due.
  **Section
        11                      Waivers**
  No
        delay on the part of the Administrative Agent or any Lender in exercising
        any of
        its options, powers, rights or remedies, or any partial or single exercise
        thereof, shall constitute a waiver thereof. No waiver, modification or amendment
        of this agreement or of any such options, powers, rights or remedies shall
        be
        deemed to have been made unless made in writing and signed by an authorized
        officer of the Administrative Agent, and any such waiver shall apply only
        with
        respect to the specific instance involved, and shall not impair the rights
        of'
        the Administrative Agent or the liability of the Guarantor hereunder in any
        other respect or at any other time.
   4
   **Section
        12                      Foreign
        Currency Obligations**
  The
        Guarantor shall make payment to the Administrative Agent hereunder in the
        same
        currency as is required to be paid by the Borrower to the Administrative
        Agent
        in respect of the Secured Obligations (the "**Required
        Currency**"). If the Guarantor makes payment to the Administrative Agent
        hereunder in any other currency (the "**Payment Currency**"), such
        payment shall constitute satisfaction of the said liability of the Guarantor
        hereunder only to the extent that the Administrative Agent is able to purchase
        Required Currency with the amount of the Payment Currency received from the
        Guarantor on the date of receipt, in accordance with the Administrative Agent's
        normal practice; and the Guarantor shall remain liable for any deficiency
        together with interest thereon payable pursuant to section 4.
  **Section
        13                      Withholding
        Taxes**
  Except
        as otherwise required by law, each payment by the Guarantor hereunder shall
        be
        made without withholding for or on account of any present or future tax imposed
        by or within the jurisdiction in which the Guarantor is domiciled, any
        jurisdiction from which the Guarantor makes any payment or any other
        jurisdiction, or (in each case) any political subdivision or taxing authority
        thereof or therein. If any such withholding is required by law, the Guarantor
        shall make the withholding, pay the amount withheld to the appropriate
        governmental authority before penalties attach thereto or interest accrues
        thereon and forthwith pay to the Administrative Agent such additional amount
        as
        may be necessary to ensure that the net amount actually received by the
        Administrative Agent (after payment of such taxes including any taxes on
        such
        additional amount paid) is equivalent to the amount which the Administrative
        Agent would have received if no amounts had been withheld.
  **Section
        14                      Representations,
        Warranties and Covenants**
  (1)
              The
                  Guarantor represents and warrants to the Administrative Agent as
                  follows,
                  and acknowledges that each of the Administrative Agent and Lenders
                  is
                  relying on such representations and warranties as a basis for extending
                  and maintaining the extension of credit to the
                  Borrower:
  (a)
              the
                  Guarantor is duly incorporated and existing under the laws of its
                  jurisdiction of incorporation; it has full corporate power, authority
                  and
                  capacity to enter into and perform its obligations hereunder; all
                  necessary action has been taken by its directors or shareholders
                  and
                  otherwise to authorize the execution and delivery of this agreement
                  and
                  the performance of its obligations hereunder; the Guarantor has,
                  to the
                  extent required by law, disclosed to its shareholders all information
                  required with respect to the delivery of this agreement; there
                  is no
                  provision in any unanimous shareholder agreement which restricts
                  or limits
                  its powers to enter into or perform its obligations under this
                  agreement;
                  and none of the execution or delivery of this agreement, or compliance
                  with the provisions of this agreement conflicts with, or results
                  in a
                  breach of its charter documents or by-laws;
                  and
  (b)
              none
                  of the execution or delivery of this agreement, or compliance by
                  the
                  Guarantor with the provisions of this agreement conflicts with
                  or results
                  in a breach of any agreement or instrument to which the Guarantor
                  is a
                  party or by which the Guarantor or any of the Guarantor's assets
                  are bound
                  or affected, or requires the consent of any other person (other
                  than any
                  consents which have been obtained);
                  and
  (c)
              each
                  of the representations and warranties made by the Guarantor in
                  that
                  certain Credit Agreement dated as of April 21, 2006 between JPMorgan
                  Chase
                  Bank, N.A., Integrated Brands Inc., Eskimo Pie Frozen Distribution,
                  Inc.,
                  Eskimo Pie Corporation, CoolBrands Dairy, Inc. and the lenders
                  party
                  thereto (the "Integrated Credit Agreement") are incorporated herein,
                  *mutatis mutandis*, shall survive the termination of the Integrated
                  Credit Agreement and be deemed to continue to be a part of this
                  agreement
                  as if fully set out herein notwithstanding the termination of the
                  Integrated Credit Agreement.
  (2)
              The
                  Guarantor covenants and agrees that it will fully comply and will
                  cause
                  each of its Subsidiaries (as such term is defined in the Credit
                  Agreement)
                  to fully comply with each of the covenants set out in Articles
                  V and VI of
                  each of (i) the Credit Agreement and (ii) the Integrated Credit
                  Agreement,
                  and such covenants are hereby incorporated herein, *mutatis
                  mutandis*, which covenants hereunder shall survive the termination
                  of
                  the Integrated Credit Agreement and be deemed to continue to be
                  a part of
                  this agreement as if fully set out herein notwithstanding the termination
                  (Stile Integrated Credit
                  Agreement.
  5
   **Section
        15                      Revival
        of Indebtedness and Liability**
  If
        at any time all or any part of any payment previously applied by the
        Administrative Agent or any Lender to any portion of the Secured Obligations
        is
        rescinded or returned by the Administrative Agent or any Lender for any reason
        whatsoever, whether voluntarily or involuntarily (including, without limitation,
        as a result of or in connection with the insolvency, bankruptcy or
        reorganization of the Borrower or the Guarantor, or any allegation that the
        Administrative Agent or any Lender received a payment in the nature of a
        preference), then to the extent that such payment is rescinded or returned,
        such
        portion of the Secured Obligations shall be deemed to have continued in
        existence notwithstanding such initial application, and this agreement shall
        continue to be effective or be reinstated, as the case may be, as to such
        portion of the Secured Obligations as though such payment had not been
        made.
  **Section
        16                      Postponement
        of Indebtedness and Subordination of Security**
  Payment
        of all present and future indebtedness, liabilities and obligations of the
        Borrower to the Guarantor (the "**Postponed Indebtedness**") is
        hereby postponed to payment and performance of all Secured Obligations. The
        Guarantor agrees that the Guarantor shall not, except to the extent consented
        to
        by the Administrative Agent in writing, receive any payment of principal,
        interest or any other amount in respect of any Postponed Indebtedness until
        all
        Secured Obligations have been paid and satisfied in full. If any portion
        of the
        Postponed Indebtedness is paid in contravention of this agreement, the Guarantor
        shall hold such amount in trust for the Administrative Agent and immediately
        pay
        such amount to the Administrative Agent. If the Guarantor now or in the future
        holds any security for payment of any Postponed Indebtedness (the
        "**Postponed Security**"), the Postponed Security and the security
        interests constituted thereby are hereby postponed and subordinated to all
        present and future security and security interests held by the Administrative
        Agent or any Lender or Lenders in respect of any Secured Obligations,
        notwithstanding the order of execution, delivery, registration or perfection
        of
        such security or security interests, the order of advancement of funds, the
        order of crystallization of security, or any other matter which may affect
        the
        relative priorities of such security or security interests. The Guarantor
        shall
        not initiate or take any action to enforce the Postponed Security without
        the
        prior written consent of the Administrative Agent. The Guarantor shall, promptly
        at the Administrative Agent's request, deliver to the Administrative Agent,
        in
        form and substance satisfactory to the Administrative Agent, an assignment
        by
        the Guarantor to the Administrative Agent of all Postponed Indebtedness and
        Postponed Security as security for the Guarantor's obligations to the
        Administrative Agent pursuant to this agreement.
  **Section
        17                      Restrictions
        on Right of Subrogation**
  The
        Guarantor agrees not to exercise or enforce any right of indemnity, exoneration,
        contribution, reimbursement, recourse or subrogation against the Borrower
        or any
        other guarantor of Secured Obligations, or as to any security therefor, unless
        and until all Secured Obligations have been paid and satisfied in full and
        the
        Administrative Agent and the Lenders have no further obligation to extend
        credit
        to the Borrower. The Guarantor shall have no right to be subrogated hereunder
        unless:
   6
  
   (a)
              the
                  Guarantor has paid to the Administrative Agent an amount equivalent
                  to all
                  Secured Obligations together with all interest, expenses and other
                  amounts
                  due hereunder;
  (b)
              any
                  other person having a potential right of subrogation has waived
                  such right
                  and consented to the assignment by the Administrative Agent to
                  the
                  Guarantor of the Secured Obligations and any security held by the
                  Administrative Agent;
  (c)
              the
                  Administrative Agent has received from the Borrower a release of
                  all
                  claims which the Borrower may have against the Administrative Agent
                  and
                  the Lenders, including any obligation to grant additional credit
                  to the
                  Borrower;
  (d)
              the
                  Guarantor has executed and delivered to the Administrative Agent
                  a release
                  of any claims which the Guarantor may have against the Administrative
                  Agent and the Lenders in respect of the Secured Obligations or
                  this
                  agreement; and
  (e)
              if
                  required by the Administrative Agent, three months shall have elapsed
                  from
                  the time of the last payment made by the Borrower to the Administrative
                  Agent and the last payment made by the Guarantor to the Administrative
                  Agent hereunder.
 
 The
        Guarantor shall cause all such documents to be in form and substance
        satisfactory to the Administrative Agent. Any such assignment of loans and
        security by the Administrative Agent to the Guarantor shall be on an "**as
        is, where is**" basis without representations, warranties or conditions,
        and without recourse to the Administrative Agent or any Lender.
  **Section
        18                      
Interest Act (Canada) Eauivalencv**
  For
        the purpose of complying with the *Interest Act* (Canada), it is
        expressly stated that:
  **(i)**
              **where
                  interest is calculated pursuant hereto at a rate based on a 360
                  day
                  period, the yearly rate or percentage of interest to which such
                  rate is
                  equivalent is such rate multiplied by the actual number of days
                  in the
                  year (365 or 366, as the case may be) divided by 360;
                  and**
  **(ii)**
              **the
                  rates of interest and other rates specified in this agreement and
                  the
                  Credit Agreement are nominal rates and not effective rates or yields
                  and
                  the parties hereto acknowledge that there is a material distinction
                  between the nominal and effective rates of interest, that they
                  are capable
                  of making the calculations necessary to compare such rates and
                  that the
                  principle of deemed reinvestment of interest shall not apply to
                  any
                  calculations of interest
                  hereunder.**
  **Section
        19                      Expenses**
  The
        Guarantor agrees to pay to the Administrative Agent, forthwith on demand
        by the
        Administrative Agent, all expenses (including legal fees on a full indemnity
        basis) incurred by the Administrative Agent or any Lender in connection with
        the
        preservation or enforcement of any of the its rights and remedies hereunder,
        together with interest thereon calculated and compounded at the rate provided
        in
        section 4.
  **Section
        20                      Additional
        Guarantee**
  This
        agreement is in addition to and not in substitution for any other guarantees
        or
        agreements which may have previously been given to the Administrative Agent
        or
        any Lender or Lenders by the Guarantor in connection with the Borrower or
        any
        Secured Obligations, and is in addition to and without prejudice to any security
        or guarantee now or hereafter held by the Administrative Agent or any Lender
        or
        Lenders in respect of any Secured Obligations, and any other rights or remedies
        which the Administrative Agent or any Lender or Lenders might have.
  **Section
        21                      Combination
        of Accounts and Set-Off**
  The
        Administrative Agent or any Lender may from time to time combine accounts
        and
        set off and apply any liabilities it may have to the Guarantor (including
        liabilities in respect of any monies deposited by the Guarantor with the
        Administrative Agent or any Lender) against any and all of the obligations
        of
        the Guarantor to the Administrative Agent or any Lender now or hereafter
        existing under this agreement, whether or not the Administrative Agent or
        any
        Lender has made any demand hereunder and whether or not any of such obligations
        may be unliquidated, contingent or unmatured.
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   **Section
        22                      
Notice**
  Without
        prejudice to any other method of giving notice, all communications provided
        for
        or permitted hereunder shall be in writing and given as provided for in the
        Credit Agreement (with respect to the Guarantor, to the address set forth
        on the
        signature page hereto).
  **Section
        23                      Severability**
  If
        any provision of this agreement shall be invalid or unenforceable, all other
        provisions hereof shall remain in full force and effect and all changes rendered
        necessary by the context shall be deemed to have been made.
  **Section
        24                      Interpretation**
  This
        agreement shall be construed as if all changes in grammar, number and gender
        rendered necessary by the context have been made. As used in this agreement,
        "**person**" includes an individual, corporation, partnership,
        joint venture, trust, unincorporated association or any government, crown
        corporation or governmental agency or authority or any combination of the
        foregoing.
  **Section
        25                      Merger
        of Borrower**
  In
        this agreement, "**Merger**" in respect of two or more corporations
        means an amalgamation of such corporations, the transfer of the assets of
        one
        corporation to another in connection the dissolution of the first-mentioned
        corporation, the transfer of substantially all of the businesses and assets
        of
        one corporation to another pursuant to plan of arrangement or court order,
        or
        any other corporate reorganization or transaction with similar effect to
        any of
        the foregoing; the corporations involved in a Merger are herein referred
        to as
        the "**Merging Entities**"; and the corporation resulting from a
        Merger is herein referred to as the "**Merged Entity**". If the
        Borrower effects a Merger with any other corporation or corporations, the
        Guarantor agrees that the Secured Obligations shall include:
  **(a)**
              **all
                  obligations of each Merging Entity to the Administrative Agent
                  and Lenders
                  (and to any one or more of them) in existence at the time of such
                  Merger;
                  and**
  **(b)**
              **all
                  obligations of the Merged Entity to the Administrative Agent and
                  Lenders
                  (and to any one or more of them) at the time of such merger or
                  incurred or
                  arising from time to time after such
                  Merger.**
  After
        such Merger, all references herein to the "**Borrower**" shall mean
        the Merged Entity, and all other provisions of this agreement shall be deemed
        to
        have been amended to the extent required by the context in order to reflect
        such
        Merger.
  **Section
        26                      Further
        Assurances**
  The
        Guarantor agrees, at the Guarantor's own expense, to promptly execute and
        deliver or cause to be executed and delivered to the Administrative Agent,
        upon
        the Administrative Agent's request from time. to time, all such other and
        further documents, agreements, opinions, certificates and instruments as
        are
        required under this agreement or as may be reasonably requested by the
        Administrative Agent if necessary or desirable to more fully record or evidence
        the obligations intended to be entered into herein.
  **Section
        27                      Entire
        agreement Amendments; Conclusive Delivery,**
  This
        agreement constitutes the entire agreement between the Guarantor and the
        Administrative Agent and Lenders relating to the subject matter hereof, and
        no
        amendment of this agreement shall be effective unless made in writing and
        executed by the Guarantor and the Administrative Agent. Possession by the
        Administrative Agent of an original executed copy of this agreement shall
        constitute conclusive evidence that:
   8
  
   (a)
              this
                  agreement was executed and delivered by the Guarantor to the
                  Administrative Agent free of all
                  conditions;
  (b)
              there
                  is no agreement or understanding between the Administrative Agent
                  and
                  Lenders (or any of them) and the Guarantor that this agreement
                  was
                  delivered in escrow or is not intended to be effective until the
                  occurrence of any event or the satisfaction of any
                  condition;
  (c)
              the
                  Administrative Agent and Lenders have not made any representation,
                  warranty, statement or promise to the Guarantor regarding the Borrower,
                  the intention of the Administrative Agent or any Lender to obtain
                  any
                  security in respect of Secured Obligations or guarantees from other
                  persons in respect of Secured Obligations, the circumstances under
                  which
                  the Administrative Agent or any Lender may enforce this agreement,
                  the
                  manner in which the Administrative Agent or any Lender might enforce
                  this
                  agreement or any other matter which might conflict with any provision
                  expressly set out herein; and
  (d)
              there
                  is no representation, warranty, statement, promise, understanding,
                  condition or collateral agreement between the Administrative Agent
                  and
                  Lenders (or any one of them) and the Guarantor relating to this
                  agreement
                  or the subject matter of this agreement, other than as expressly
                  set out
                  herein.
  **Section
        28                      Governing
        Law**
  This
        agreement shall be governed by and construed in accordance with the laws
        of the
        Province of Ontario and the laws of Canada applicable therein. Without prejudice
        to the right of the Administrative Agent to commence any proceedings with
        respect to this agreement in any other proper jurisdiction, the Guarantor
        hereby
        irrevocably attorns and submits to the non-exclusive jurisdiction of the
        courts
        of the Province of Ontario.
  **Section
        29                      Successors
        and Assigns**
  This
        agreement shall enure to the benefit of the Administrative Agent and the
        Lenders
        and their respective successors and assigns, and shall be binding on the
        Guarantor and its successors and assigns; "**successors**" includes
        any Merged Entity resulting from the Merger of a corporation with any other
        corporation and includes the Guarantor as it may be continued from its existing
        jurisdiction of incorporation to any other jurisdiction (whether provincial
        or
        federal). Without limiting the generality of the foregoing, if the
        Administrative Agent or a Lender assigns or transfers all or any portion
        of the
        Secured Obligations and this agreement or any interest therein to any other
        person, such person shall thereafter be entitled to the benefit of this
        agreement to the extent of the interest so transferred or assigned, and the
        Secured Obligations or portion thereof or interest therein so transferred
        or
        assigned shall be and shall remain part of the "Secured Obligations"
        hereunder.
  **Section
        30                      Legal
        Advice**
  The
        Guarantor acknowledges that the Guarantor has had ample opportunity to review
        and consider this agreement, fully understands the provisions hereof and
        has
        received legal advice from the Guarantor's solicitors in connection with
        this
        agreement.
  **Section
        31                      Receipt
        of Copy of agreement**
  The
        Guarantor hereby acknowledges receipt of a copy of this agreement.
 
  **IN
        WITNESS WHEREOF** this agreement has been executed and delivered by the
        Guarantor this 21St day of April, 2006.
  **COOLBRANDS
                  INTERNATIONAL INC.**By: 
                  ______________________________________________________________Name:
                  David
                  J. SteinTitle: Chief
                  Financial OfficerGuarantor’s
                  Address for Service:
                
                4175
                  Veterans Memorial Highway
                Ronkonkama,
                  New York 11779
                Attention:
                  David J. Stein
                Fax
                  no. 631-737-9792
 
 
 
 
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