**Exhibit
      4.12**





Asset
      Purchase Agreement dated November 16, 2006 between Eskimo Pie Frozen
      Distribution, Inc. and Southwest Traders, Inc. - West Coast





**ASSET
      PURCHASE AGREEMENT**




This
      ASSET PURCHASE AGREEMENT is dated as of November 16, 2006, (the
“**Agreement**”) by and among Eskimo Pie Frozen Distribution, Inc.,
      a Delaware corporation (“**Seller**”) and Southwest Traders Inc., a
      California corporation (the “**Buyer**”) and Integrated Brands,
      Inc., a New Jersey corporation which is a party to this Agreement solely for
      purposes of Section 6.6, Section 6.7 and Section 6.11 of this
      Agreement.




W
      I T N E S E T H:




A.           Seller
      operates a frozen food distribution business in the states of California, Oregon
      and Washington (“**West Coast Operations**”).




B.           Buyer
      desires to purchase from Seller certain assets related to Seller’s West Coast
      Operations as further set forth in this Agreement and Seller desires to sell
      such assets to Buyer, upon the terms and subject to the conditions set forth
      in
      this Agreement.




NOW,
      THEREFORE, in consideration of the foregoing and the respective covenants and
      agreements hereinafter contained, the parties hereto hereby agree as
      follows:




SECTION
      1.  DEFINITIONS.




As
      used in this Agreement (including the recitals and schedules hereto), the
      following terms shall have the following meanings (such meanings to be
      applicable equally to both singular and plural forms of the terms
      defined):




“**Accounts
      Receivable Amount**” shall have the meaning set forth in Section
      2.4(a);




“**Accounts
      Receivable Deadline**” shall have the meaning set forth in Section
      2.4(b);




“**Accounts
      Receivable**” shall have the meaning set forth in Section 2.1(e)
      hereof;




“**Acquired
      Inventory**” shall have the meaning set forth in Section 2.1(d)
      hereof;




“**Acquired
      Inventory Price**” shall have the meaning set forth in Section 2.2(a)
      hereof;




“**Affiliate**”
      shall mean, as to any Person, any other Person which directly or indirectly
      controls, or is under common control with, or is controlled by, such
      Person.  As used in this definition, “control” (including, with its
      correlative meanings, “controlled by” and “under common control with”) shall
      mean possession, directly or indirectly, of the power to direct or cause the
      direction of management or policies (whether through ownership of securities
      or
      partnership or other ownership interests, by contract or otherwise) of such
      Person;




“**Assumed
      Trade Payables**” shall have the meaning set forth in Section 2.1(f)
      hereof;




“**Bill
      of Sale and Assignment of Owned Vehicles**” shall have the meaning set
      forth in Section 3.3(c) hereof




“**Bill
      of Sale and Assignment of Purchased Assets**” shall have the meaning set
      forth in Section 3.3(b) hereof;




“**Business
      Day**” shall mean days other than Saturdays, Sundays and other legal
      holidays or days on which the banks in New York, New York are
      closed;




“**Buyer**”
      shall have the meaning set forth in the Recitals hereto;




“**Buyer
      Indemnitees**” shall have the meaning set forth in Section 7.2
      hereof;




“**Closing**”
      shall have the meaning set forth in Section 3.1 hereof;




“**Closing
      Date**” shall have the meaning set forth in Section 3.1
      hereof;




“**Escrow
      Agent**” shall have the meaning set forth in Section 2.3(c)(i)
      hereof;




“**Escrow
      Agreement**” shall have the meaning set forth in Section 2.3(c)(i)
      hereof;




“**Governmental
      Authority**” shall mean any foreign or United States federal, state or
      local government or political agency, division, subdivision thereof or any
      regulatory body, agency or authority or any authority, agency or commission
      entitled to exercise any administrative, executive, judicial, legislative,
      police, regulatory or taxing authority or power, any court or tribunal (or
      any
      department, bureau or division thereof) or any arbitrator or arbitral
      body;




1







“**Holdback**”
      shall have the meaning set forth in Section 2.4(a) hereof;




“**Holdback
      Delivery Date**” shall have the meaning set forth in Section 2.4(c)
      hereof;




“**Identifiers**”
      shall have the meaning set forth in Section 6.8 hereof;




“**Indemnifying
      Person**” shall have the meaning set forth in Section 7.4
      hereof;




“**Indemnitees**”
      shall have the meaning set forth in Section 7.4 hereof;




“**Lien**”
      shall mean any mortgage, pledge, security interest, encumbrance, lien (statutory
      or other), right of way, easement, encroachment, right of first offer or first
      refusal, community or other marital property interest, equitable interest,
      conditional sale agreement or any other restriction with respect to use,
      ownership or transfer;




“**Losses**”
      shall have the meaning set forth in Section 7.2 hereof;




“**Material
      Adverse Effect**” shall mean an effect on or change in the business,
      operations, assets, properties or financial condition of the entity which when
      considered either individually or in the aggregate together with all other
      adverse changes or effects, is or is reasonably likely to be, materially adverse
      to the business, operations, assets, properties or financial condition of the
      entity except for any such effects resulting from (i) this Agreement, the
      transactions contemplated hereby or the announcement thereof, (ii) changes
      in
      general economic or political conditions or the industry of the entity in
      general, (iii) changes in laws generally applicable to the entity or the
      industry in which it operates or (iv) actions attributable to the entity or
      its
      Affiliates;




“**Maximum
      Amount**” shall have the meaning set forth in Section 7.3(a)(ii)
      hereof;




“**Net
      Difference**” shall have the meaning set forth in Section 2.2(b)
      hereof;




“**Norwalk
      Facility**” shall have the meaning set forth in Section 6.7
      hereof;




“**Ordinary
      Course of Business**” means an action taken in the ordinary course of
      business, consistent with past practice;




“**Other
      Fees**” shall have the meaning set forth in Section 2.3(a)
      hereof;




“**Owned
      Vehicles**” shall have the meaning set forth in Section 2.1(i)
      hereof;




“**Person**”
      shall mean and include any individual, corporation, limited liability company,
      partnership, joint venture, association, joint-stock company, trust, any other
      unincorporated organization or Governmental Authority;




“**Prepaid
      Rent**” shall have the meaning set forth in Section 2.2(c)
      hereof;




“**Proceeding**”
      shall mean any claim, action, arbitration, audit, hearing, investigation,
      litigation or suit (whether in contract or tort or civil, criminal,
      administrative, judicial or investigative, whether formal or informal, whether
      public or private) commenced, brought, conducted or heard by or before, or
      otherwise involving, any Governmental Authority or arbitrator;




“**Purchase
      Price**” shall have the meaning set forth in Section 2.2
      hereof;




“**Purchased
      Assets**” shall have the meaning set forth in Section 2.1
      hereof;




“**Seller**”
      shall have the meaning set forth in the Recitals hereto;




“**Seller
      Indemnitees**” shall have the meaning set forth in Section 7.5
      hereof;




“**Threshold
      Amount**” shall have the meaning set forth in Section 7.3(a)(i)
      hereof;




“**Transaction
      Documents**” shall mean this Agreement, the schedules hereto, the Bill of
      Sale and Assignment of Purchased Assets, Bill of Sale and Assignment of Owned
      Vehicles, the Escrow Agreement and all other documents to be entered into or
      delivered by any party in connection with the transactions contemplated to
      be
      consummated pursuant to any of the foregoing; and




“**Transition
      Services Fee**” shall have the meaning set forth in Section 2.2(d)
      hereof;




“**West
      Coast Operations**” shall have the meaning set forth in the Recitals
      hereto.




2







SECTION
      2.  TRANSFER OF PURCHASED ASSETS; PURCHASE PRICE; PAYMENT;
      ESCROW.




2.1           Transfer
      of Assets.  Subject to the other terms and conditions herein set
      forth, the Seller shall sell, convey, transfer, assign and deliver to the Buyer,
      free and clear of any Lien, and the Buyer shall purchase from the Seller, on
      the
      Closing Date, all of the assets, properties, claims and rights specifically
      identified in the referenced schedules of this Agreement (hereinafter
      collectively referred to as the “**Purchased
      Assets**”).  The Purchased Assets shall include the
      following:




(a)           the
      real property leases set forth on Schedule 2.1(a), subject to the
      respective leases;




(b)           the
      customer lists and information and the supplier lists and information previously
      disclosed to Buyer;




(c)           the
      computer hardware and telecommunications equipment owned by the Seller that
      is
      set forth on Schedule 2.1(c);




(d)           the
      inventory of the West Coast Operations on the Closing Date (“**Acquired
      Inventory**”), but for purposes of calculating the Purchase Price to be
      paid on the Closing Date, the Acquired Inventory will be the inventory
      calculated as of 12:01 a.m. E.S.T on November 16, 2006 and a schedule reflecting
      the calculation as of 12:01 a.m. E.S.T on November 16, 2006 will be attached
      to
      this Agreement on the Closing Date as Schedule 2.1(d);




(e)           the
      accounts receivable which all are less than 60 days past due on the Closing
      Date
      (“**Accounts Receivable**”), but for purposes of calculating the
      Purchase Price to be paid on the Closing Date, the Accounts Receivable will
      be
      the accounts receivable which are less than 60 days past due calculated as
      of
      12:01 a.m. E.S.T on November 16, 2006 and a schedule reflecting the calculation
      as of 12:01 a.m. E.S.T on November 16, 2006 will be attached to this Agreement
      on the Closing Date as Schedule 2.1(e);




(f)           the
      trade payables of the West Coast Operations on the Closing Date
      (“**Assumed****Trade Payables**”) which includes the
      rental fees owed to Unilever, PLC for freezer assets accrued through the Closing
      Date, but for purposes of calculating the Purchase Price to be paid on the
      Closing Date, the Assumed Trade Payables will be the trade payables of the
      West
      Coast Operations calculated as of 12:01 a.m. E.S.T. on November 16, 2006 and
      a
      schedule reflecting the calculation as of 12:01 a.m. E.S.T on November 16,
      2006
      will be attached to this Agreement on the Closing Date as Schedule
      2.1(f);




(g)           the
      freezer assets leased by the Seller in the West Coast Operations as of the
      Closing Date that are set forth on Schedule 2.1(g) and all liabilities
      associated with such freezer assets as of the Closing Date;




(h)           all
      leased trucks that are leased from either GE Capital or DSU-PETERBILT & GMC,
      INC. which are scheduled to any lease assignment documents to be prepared and
      executed either before or after the Closing and that are set forth on
Schedule 2.1(h), subject to the respective leases;




(i)           the
      owned vehicles set forth on Schedule 2.1(i) and all titles to such Owned
      Vehicles in the possession of Seller on the Closing Date (“**Owned
      Vehicles**”);




(j)           the
      equipment lease set forth on Schedule 2.1(j), subject to the lease;
      and




(k)           the
      goodwill associated with the items listed in subparagraphs (a) through (j)
      of
      this Section 2.1.




2.2           Purchase
      Price.  The purchase price for the Purchased Assets shall be
      determined as set forth below (the “**Purchase
      Price**”).  The Purchase Price for the Purchased Assets shall
      be the sum of the Acquired Inventory Price, the Net Difference, Prepaid Rent
      and
      the Transition Services Fee, as defined as follows:




(a)           The
      “**Acquired Inventory Price**” for all of the Acquired Inventory
      shall be the value of the Acquired Inventory at the lower of cost or market
      value as of 12:01 a.m. E.S.T. on November 16, 2006.




(b)           The
      “**Net Difference**” shall be the difference between the Accounts
      Receivable and the Assumed Trade Payables as of 12:01 a.m. E.S.T. on November
      16, 2006.




3







(c)           “**Prepaid
      Rent**” shall include all prepayments of rent for the month of November
      made by the Seller for the real property leases, the equipment leases and the
      vehicle leases in the amount that is set forth on Schedule 2.2(c) which
      shall be delivered by Seller on the Closing Date.




(d)           The
      “**Transition Services Fee**” in the amount of Seventy-five
      Thousand Dollars ($75,000) for the provision of services by Seller to Buyer
      pursuant to Section 6.15 of this Agreement.




2.3           Payment
      of Purchase Price.  At the Closing, Buyer shall pay the Purchase
      Price as follows:




(a)           To
      Others:  The following amounts shall be paid by Buyer at Closing
      in immediately available funds to the Persons set forth below into the account
      designated for each such Person as set forth on Schedule 2.3(a)
      (“**Other Fees**” shall collectively refer to the fees payable to
      the Persons set forth below in Sections 2.3(a)(i), (ii) and (iii)):




(i)           the
      amount that is set forth on Schedule 2.3(a)(i) which shall be delivered
      by Duff & Phelps, LLC on the Closing Date, shall be paid to Duff &
Phelps, LLC;




(ii)           the
      amount that is set forth on Schedule 2.3(a)(i) which shall be delivered
      by Hanson, Bridgett, Marcus, Vlahos & Rudy LLP on the Closing Date, shall be
      paid to Hanson, Bridgett, Marcus, Vlahos & Rudy LLP; and




(iii)           the
      amount that is set forth on Schedule 2.3(a)(i) which shall be delivered
      by Seller on the Closing Date, shall be paid to DSU-PETERBILT & GMC,
      INC.




(b)           To
      Seller:




(i)           If
      the Net Difference is Six Hundred Thousand Dollars ($600,000) or more, the
      Buyer
      shall pay to the Seller at the Closing in immediately available funds into
      the
      account set forth on Schedule 2.3(b) the Acquired Inventory Price, plus
      Prepaid Rent, plus the Transition Services Fee, plus fifty percent (50%) of
      the
      Net Difference, less the Other Fees.




(ii)           If
      the Net Difference is less than Six Hundred Thousand Dollars ($600,000), the
      Buyer shall pay to the Seller at Closing in immediately available funds into
      the
      account set forth on Schedule 2.3(b) an amount equal to the Purchase
      Price less the Other Fees and less the Three Hundred Thousand Dollars ($300,000)
      paid to the Escrow Agent pursuant to Section 2.3(c)(ii).




(c)           To
      Escrow:




(i)           If
      the Net Difference is Six Hundred Thousand Dollars ($600,000) or more, then
      at
      the Closing the Buyer shall pay in immediately available funds into the account
      set forth on Schedule 2.3(c)(1) to the escrow agent (“**Escrow
      Agent**”) named in the Escrow Agreement (the “**Escrow
      Agreement**”) attached as Schedule 2.3(c)(2), for application in
      accordance with the terms and conditions set forth in Section 2.4, fifty percent
      (50%) of the Net Difference.




(ii)           If
      the Net Difference is less than Six Hundred Thousand Dollars ($600,000), then
      at
      the Closing the Buyer shall pay in immediately available funds to the Escrow
      Agent into the account set forth on Schedule 2.3(c)(1) Three Hundred
      Thousand Dollars ($300,000) for application in accordance with the terms and
      conditions set forth in Section 2.4.




2.4           Terms
      of Escrow; Buyer’s Obligation to Collect Accounts Receivable.




(a)           Designation
      of Escrow Funds.  Two Hundred Thousand Dollars ($200,000) of the
      amount paid to the Escrow Agent pursuant to Section 2.3(c) shall be designated
      as the “**Holdback**”.  The balance of any amount paid to
      the Escrow Agent pursuant to Section 2.3(c) shall be designated as the
“**Accounts Receivable Amount**”.




(b)           Accounts
      Receivable Amount; Buyer’s Obligation to Collect Accounts
      Receivable.  From the Closing Date until one hundred and twenty
      (120) days after the Closing Date (“**Accounts Receivable
      Deadline**”), Buyer shall act in good faith and use its best efforts to
      collect the Accounts Receivable and also Seller’s accounts receivable that are
      more than 60 days past due on the Closing Date, in accordance with industry
      standards for collection of accounts receivable.  Seller grants to
      Buyer a non-exclusive, nontransferable license to use Seller’s name for billing
      and collection purposes during such one hundred and twenty (120) day period.
      Buyer shall indemnify and hold Seller Indemnitees harmless from any taxes or
      other Losses incurred by Seller Indemnitees relating to Buyer’s use of Seller’s
      name for such billing and collection purposes.




4


Buyer
      will promptly pay to Seller any amounts Buyer collects on Seller’s accounts
      receivable that are more than 60 days past due on the Closing Date. On the
      Accounts Receivable Deadline, Buyer agrees to immediately turn over the
      collection of any uncollected Accounts Receivable and also Seller’s uncollected
      accounts receivable that are more than 60 days past due on the Closing Date,
      to
      a collections agency of Seller’s choice who shall be instructed to pay any
      amounts collected on such Accounts Receivable to Seller.  On the
      Accounts Receivable Deadline, the Accounts Receivable Amount, plus interest
      earned on such amount, shall be paid out of escrow as follows:




(i)           If
      one hundred percent (100%) of the Accounts Receivable has been collected on
      the
      Accounts Receivable Deadline or if Buyer has not acted in good faith and used
      its best efforts from the Closing Date through the Accounts Receivable Deadline
      in accordance with industry standards for collection of accounts receivable
      to
      collect the Accounts Receivable and also Seller’s accounts receivable that are
      more than 60 days past due on the Closing Date, then Seller shall be paid all
      of
      the Accounts Receivable Amount, plus interest earned on such
      amount.




(ii)           If
      less than one hundred percent (100%) of the Accounts Receivable have been
      collected on the Accounts Receivable Deadline and provided that Buyer has acted
      in good faith and used its best efforts from the Closing Date through the
      Accounts Receivable Deadline in accordance with industry standards for
      collection of accounts receivable to collect the Accounts Receivable and also
      Seller’s accounts receivable that are more than 60 days past due on the Closing
      Date, then:




(A)           If
      the amount of uncollected Accounts Receivable is more than the Accounts
      Receivable Amount, then Buyer shall be paid all of the Accounts Receivable
      Amount, plus interest earned on such amount.




(B)           If
      the amount of uncollected Accounts Receivable is less than the Accounts
      Receivable Amount, then the Buyer shall be paid the amount of uncollected
      Accounts Receivable out of the Accounts Receivable Amount, plus interest earned
      on such amount, and the Seller shall be paid the difference between the Accounts
      Receivable Amount and the amount of uncollected Accounts Receivable, plus
      interest earned on such amount.




(c)           Holdback.  The
      Holdback, plus interest earned on such amount, will be delivered to Seller
      on
      the date which is twelve (12) months after the Closing Date (the
“**Holdback****Delivery Date**”). If Buyer has made a
      good faith claim or claims for indemnification under Section 7 hereof on or
      prior to the Holdback Delivery Date, then notwithstanding the provisions of
      this
      Subsection 2.4(c), the Escrow Agent shall continue to hold that portion of
      the
      Holdback otherwise required to be delivered on the Holdback Delivery Date or
      equal to the amount of such claim or claims (plus interest earned on such
      amount) until the validity of Buyer’s indemnification claim or claims has been
      determined pursuant to the provisions of the Escrow Agreement.  Buyer
      shall become the owner of that portion of the Holdback equal to the amount
      of
      the claim or claims determined to be valid (plus interest earned on such
      amount), and the balance (plus interest on such amount) shall be delivered
      to
      Seller.  Any indemnification to which Buyer shall be entitled under
      Section 7 hereof shall be limited to the amount of the Holdback.









SECTION
      3.  CLOSING




3.1           Date
      of Closing.  The purchase and sale contemplated by this Agreement
      (the “**Closing**”) shall take place on November 17, 2006 (the
“**Closing Date**”); provided, however, the Closing Date
      may be
      postponed to a date mutually agreed by the parties.  The Closing may
      be completed in separate locations with the use of fax or email and signatures
      in counterparts as permitted under Section 8.12 below.




3.2           Conditions
      to Obligation of Buyer and of Seller to Closing.




(a)           Seller.  The
      only conditions to the obligation of Seller to the Closing, which can be waived
      by Seller in its sole discretion, shall be (i) the delivery by Buyer of the
      Buyer closing deliveries set forth below in Section 3.3 on the Closing Date,
      and
      (ii) the closing on the Closing Date of Buyer’s acquisition of Seller’s frozen
      food distribution business in the state of Florida pursuant to an Asset Purchase
      Agreement for Seller’s Florida assets of even date with this
      Agreement.




(b)           Buyer.  The
      only conditions to the obligation of Buyer to the Closing, which can be waived
      by Buyer in its sole discretion, shall be (i) the delivery by Seller of the
      Seller closing deliveries set forth below in Section 3.4 on the Closing Date,
      (ii) Seller’s compliance with the covenant set forth in Section 6.12, and (iii)
      the closing on the Closing Date of Buyer’s acquisition of Seller’s frozen food
      distribution business in the state of Florida pursuant to an Asset Purchase
      Agreement for Seller’s Florida assets of even date with this
      Agreement.




5







3.3           Buyer
      Deliveries at Closing.  At the Closing, the Buyer shall deliver
      (and shall have executed any deliverable as necessary) to Seller each of the
      following:




(a)           the
      Purchase Price payable in accordance with Section 2.3;




(b)           the
      Bill of Sale and Assignment of Purchased Assets (other than the Owned Vehicles)
      in the form attached hereto as Schedule 3.3(b) (“**Bill of Sale and
      Assignment of Purchased Assets**”);




(c)           the
      Bill of Sale and Assignment of Owned Vehicles in the form attached hereto as
      Schedule 3.3(c) (“**Bill of Sale and Assignment of Owned
      Vehicles**”); and




(d)           the
      Escrow Agreement.




3.4           Seller
      Deliveries at Closing:  At the Closing, the Seller shall deliver
      (and shall execute any deliverable as necessary) to Buyer each of the
      following:




(a)           the
      Bill of Sale and Assignment of Purchased Assets;




(b)           the
      Bill of Sale and Assignment of Owned Vehicles;




(c)           all
      endorsements, assignments and other instruments of conveyance that shall be
      necessary and sufficient to transfer title to the remaining Purchased Assets
      to
      Buyer;




(d)           physical
      possession and control of the Purchased Assets;




(e)           the
      Escrow Agreement; and




(f)           UCC-3
      Financing Statements, discharges and releases, releasing all Liens on the
      Purchased Assets.









SECTION
      4.  REPRESENTATIONS AND WARRANTIES OF THE SELLER.




Seller
      represents and warrants to
      Buyer, as of the date of this Agreement and as of the Closing Date, as
      follows:




4.1           Disclosure
      Schedule.  Seller has delivered to Buyer individually numbered
      schedules (collectively, the “**Disclosure Schedule**”)
      corresponding to the subsections of this Agreement.  Each individual
      schedule in the Disclosure Schedule contains exceptions to the specifically
      identified section and subsection contained in this Section  and sets
      forth each exception in reasonable detail, with attached documentation as
      necessary to reasonably explain the exception.  Any exception to the
      representations and warranties contained in a section or subsection of this
      Section is described in a separate schedule of the Disclosure Schedule that
      specifically identifies the applicable section or subsection of this Section
      and
      shall be deemed to modify the representation and warranty contained in this
      Agreement.  To the knowledge of the Seller, the Disclosure Schedule is
      complete and accurate in all respects.  To the knowledge of the
      Seller, Seller has provided Buyer with true and complete copies of all documents
      referenced in the Disclosure Schedule.




4.2           Authorization;
      Enforceability.  The execution, delivery and performance by Seller
      of this Agreement and the Transaction Documents and the consummation of the
      transactions contemplated hereby and thereby are within the corporate power
      and
      authority of Seller and have been duly authorized by all necessary corporate
      action on the part of Seller.  This Agreement and the Transaction
      Documents have been duly executed and delivered by and constitute the legal,
      valid and binding obligation of the Seller, enforceable against it in accordance
      with its respective terms, subject to the effect of any applicable bankruptcy,
      reorganization, insolvency, moratorium or similar laws affecting creditors’
rights generally and subject, as to enforceability, to the effect of general
      principles of equity (regardless of whether such enforceability is considered
      in
      a Proceeding in equity or at law).




4.3           No
      Conflict or Violation.  The execution, delivery and performance by
      the Seller of the Transaction Documents does not and will not violate or
      conflict with any provision of the Articles of Incorporation or By-Laws of
      the
      Seller.




6







4.4           Acquired
      Inventory.  The Seller has good and marketable title to the
      Acquired Inventory.  The Acquired Inventory shall (a) not be damaged,
      defective or obsolete, (b) be readily usable or saleable, (c) meet all
      applicable requirements of any applicable Governmental Authority, and (d) meet
      all other applicable quality standards for manufacturing or resale.




4.5           Brokers.  Except
      for the fees payable to Duff & Phelps, LLC, the Seller has not incurred or
      become liable for any broker’s commission or finder’s fee relating to or in
      connection with the transactions contemplated by this Agreement.




4.6           Accuracy
      of Statements.  No representation or warranty made by any Seller
      in this Agreement, or any written statement, certificate, or schedule furnished,
      or to be furnished, to Buyer pursuant to this Agreement, or in connection with
      the transactions contemplated by this Agreement, contains or will contain any
      untrue statement of a material fact or omits or will omit to state a material
      fact necessary to make the statements not misleading.  The
      representations and warranties of Seller shall be deemed to be made as of the
      Closing Date.




4.7           Litigation.  To
      Seller’s knowledge, there is no claim, legal action, suit, arbitration,
      investigation or hearing of which the Seller has received notice, notice of
      claim or other legal, administrative or governmental proceedings pending against
      Seller or any of the Purchased Assets (or in which the Seller is a plaintiff
      or
      otherwise a party thereto) relating to the Purchased Assets.




4.8           Environmental
      Compliance Matters.  To Seller’s knowledge, Seller has not
      received any notice of any claim, proceeding or investigation under federal,
      state or local law relating to air, soil, subsurface and water pollution, soil
      monitoring and the storage, treatment, disposal, removal, remediation, release,
      discharge or emission or any Hazardous Material (as defined below) with respect
      to the real property subject to the leases identified in Schedule 2.1(c). For
      the purposes of this Agreement, Hazardous Material shall mean any flammables,
      asbestos, explosives, radioactive materials, hazardous wastes, toxic substances
      or related materials, including, without limitation, any substances defined
      as
      or included in the definition of “hazardous substances,” “hazardous wastes,”
“hazardous materials,” or “toxic substances” under any applicable federal,
      state, or local laws, rules, regulations or orders or which federal, state
      or
      local laws, rules, regulations or orders designate as potentially dangerous
      to
      public health and/or safety when present in the environment.




4.9           Leases.  To
      Seller’s knowledge, Seller has not received any notice of a default by any party
      to the real property leases identified on Schedule 2.1(a), the vehicle
      leases described in Section 2.1 (h), or the equipment lease identified on
Schedule 2.1(j).




4.10           Knowledge;
      Disclosure.




(a)           Whenever
      a representation or warranty made by the Seller herein refers to the knowledge
      of the Seller, such knowledge shall be deemed to consist of the actual or
      constructive knowledge, possessed or which would be possessed, after reasonable
      inquiry of appropriate management personnel of Seller, and review of the books
      and records of Seller on the Closing Date of either David Stein or Frank
      Orfanello.




(b)           Notwithstanding
      anything to the contrary contained in this Agreement or in the Disclosure
      Schedule, any information disclosed in one Section of the Disclosure Schedule
      shall be deemed to be disclosed in another Section of the Disclosure Schedule
      to
      which such information may reasonably apply so long as such disclosure with
      respect to such information is in sufficient detail to enable a reasonable
      reader to identify its applicability to the relevant provision of the
      Agreement.  Certain information set forth in the Disclosure Schedule
      is included solely for informational purposes and may not be required to be
      disclosed pursuant to this Agreement.  The disclosure of any
      information shall not be deemed to constitute an acknowledgment that such
      information is required to be disclosed in connection with the representations
      and warranties made by the Seller in this Agreement or that such information
      is
      material, nor shall such information be deemed to establish a standard of
      materiality, nor shall it be deemed an admission of any liability of, or
      concession as to any defense available to, the Seller.









SECTION
      5.  REPRESENTATIONS AND WARRANTIES OF THE BUYER.




The
      Buyer hereby represents and
      warrants to the Seller, as of the date of this Agreement and as of the Closing
      Date, as follows:




7







5.1           Authorization;
      Enforceability. The execution, delivery and performance by Buyer of this
      Agreement and the Transaction Documents and the consummation of the transactions
      contemplated hereby and thereby are within the corporate power and authority
      of
      Buyer and have been duly authorized by all necessary action on the part of
      Buyer.  This Agreement and the Transaction Documents have been duly
      executed and delivered by and constitute the legal, valid and binding obligation
      of Buyer, enforceable against it in accordance with its respective terms,
      subject to the effect of any applicable bankruptcy, reorganization, insolvency,
      moratorium or similar laws affecting creditors’ rights generally and subject, as
      to enforceability, to the effect of general principles of equity (regardless
      of
      whether such enforceability is considered in a Proceeding in equity or at
      law).




5.2           No
      Conflict or Violation.  The execution, delivery and performance by
      the Buyer of the Transaction Documents does not and will not violate or conflict
      with any provision of the Articles of Incorporation or By-laws of the Buyer
      and
      does not and will not violate any provision of law, or any order, judgment
      or
      decree of any court or other Governmental Authority or regulatory
      authority.




5.3           Consents
      and Approval. No consent, waiver, authorization or approval of any
      Governmental Authority or regulatory authority, domestic or foreign, or of
      any
      other Person, is required by the Buyer in connection with the execution and
      delivery of the Transaction Documents by the Buyer or the performance by the
      Buyer of its obligations thereunder.




5.4           No
      Litigation.  There are no Proceedings, pending or, to the
      knowledge of the Buyer, threatened, before any federal, state or local court
      or
      Governmental Authority, or before any arbitrator of any nature, brought by
      or
      against the Buyer or any of its officers, directors, employees, agents or
      Affiliates as to which there is a reasonable likelihood of an adverse
      determination and which, if adversely determined (a) would delay, hinder or
      prevent the consummation of the transactions contemplated by this Agreement
      by
      Buyer, or (b) would have a Material Adverse Effect on the ability of Buyer
      to
      perform its obligations under this Agreement.




5.5           Brokers.  The
      Buyer has not incurred or become liable for any broker’s commission or finder’s
      fee relating to or in connection with this Agreement or the transactions
      contemplated hereby.




5.6           Access.  The
      Buyer acknowledges that Seller has provided Buyer with statements of Seller’s
      Acquired Inventory, Accounts Receivable and Assumed Trade Payables calculated
      as
      of November 9, 2006.  The Buyer acknowledges that up through the date
      of this Agreement, Seller has provided Buyer with reasonable access to the
      properties, books, records and employees of Seller’s West Coast
      Operations.  The Buyer represents and warrants that it has reviewed
      all documents made available to it (either directly by Seller and its
      representatives or by accessing such documents on a public website) among
      Seller, Dreyer’s Grand Ice Cream, Inc. and Nestle Ice Cream Company,
      LLC.









SECTION
      6.  ADDITIONAL COVENANTS.




The
      Seller and Buyer covenant and agree as follows:




6.1           Collection
      of Receivables.  Pursuant to Section 2.4(b), Buyer shall have the
      right, authority and obligation after the Closing Date and until the Accounts
      Receivable Deadline to collect all Accounts Receivables and also Seller’s
      accounts receivable that are more than 60 days past due on the Closing
      Date.  Buyer will promptly pay to Seller any amounts Buyer collects on
      Seller’s accounts receivable that are more than 60 days past due on the Closing
      Date. On the Accounts Receivable Deadline, Buyer agrees to immediately turn
      over
      the collection of any uncollected Accounts Receivable and also Seller’s
      uncollected accounts receivable that are more than 60 days past due on the
      Closing Date, to a collections agency of Seller’s choice who shall be instructed
      to pay any amounts collected on such Accounts Receivable to
      Seller.  Seller acknowledges and agrees that if Seller is paid amounts
      for Accounts Receivable after the Closing Date and before the Accounts
      Receivable Deadline, Seller shall promptly pay such funds to Buyer.




6.2           Payment
      of Assumed Trade Payables.  Buyer will pay all Assumed Trade
      Payables within sixty (60) days after the Closing Date; provided, however,
      that
      payment of a particular Assumed Trade Payable may be delayed for a commercially
      reasonable period in the event of a bona fide dispute with the vendor of a
      particular Assumed Trade Payable if the Buyer acts in good faith to resolve
      such
      bona fide dispute.




8







6.3           Confidentiality.




(a)           The
      Buyer acknowledges that the information provided to it in connection with the
      transactions contemplated hereby remains subject to the terms of a
      confidentiality agreement dated August 10, 2006 through the Closing
      Date.




(b)           For
      a period of two (2) years after the Closing Date, the Buyer will keep
      confidential and will not use or disclose to any Person any and all confidential
      information provided to it by the Seller or its Affiliates or their
      representatives concerning the Seller or its Affiliates or their respective
      businesses other than information that is included in the Purchased
      Assets.  From and after the Closing, the Seller will keep confidential
      and will not use or disclose to any Person any and all confidential information
      that is expressly included in the Purchased Assets; provided that the foregoing
      shall not include financial information relating to historical operations of
      the
      Seller’s business as necessary in connection with the Seller’s and its
      Affiliates retained operations.




6.4           Press
      Release.  Prior to and subsequent to the Closing, the parties
      hereto will, and will cause each of their Affiliates and representatives to,
      maintain the confidentiality of this Agreement and will not, and will cause
      each
      of their Affiliates not to, issue or cause the publication of any press release
      or other public announcement with respect to this Agreement or the transactions
      contemplated hereby without the prior written consent of the other parties
      hereto which consent shall not be unreasonably withheld; provided, however,
      that
      a party may, without the prior consent of the other parties hereto, issue or
      cause publication of any such press release or public announcement to the extent
      that such party reasonably determines, after consultation with outside legal
      counsel, such action to be required by law or by the rules of any applicable
      self-regulatory organization, in which event such party will use its
      commercially reasonable efforts to allow the other parties hereto reasonable
      time to comment on such press release or public announcement in advance of
      its
      issuance.




6.5           West
      Coast Operations Employees.  Seller will act in good faith in
      providing Buyer access to employees of Seller’s West Coast Operations prior to
      the Closing Date and Seller will assist in the transitioning of employees of
      Seller’s West Coast Operations. Notwithstanding the foregoing, Buyer and each
      employee of Seller’s West Coast Operations will need to mutually agree that such
      employee will become an employee of Buyer, and accordingly, Seller makes no
      covenant concerning Buyer’s ability to hire any employee of the West Coast
      Operations.




6.6           Distribution
      Agreement.  Within thirty (30) days after the Closing Date,
      Integrated Brands, Inc. and Buyer will commence in good faith negotiations
      concerning mutually agreeable terms of a distribution agreement in accordance
      with normal and customary business practices pursuant to which Integrated
      Brands, Inc. will give Buyer the right to distribute certain products of
      Integrated Brands, Inc. in the non-grocery store channel in certain
      territories.




6.7           Norwalk
      Sublease.  After the Closing Date, Integrated Brands, Inc. and
      Buyer will commence in good faith negotiations concerning mutually agreeable
      terms of a sublease of a portion of the premises located at 12919 Lewa St.,
      Norwalk, California 90650 (“**Norwalk Facility**”), subject to the
      terms of any lease in effect on the Closing Date for the Norwalk Facility,
      for a
      monthly rental rate of approximately $12,500 per month which is inclusive of
      rent, common area expenses, taxes, insurance and utilities, and with the parties
      able to terminate with 60 days notice.




6.8           Removal
      of Identifiers.  Within thirty (30) days after the Closing Date,
      Buyer will remove all of the trademarks, logos and other intellectual property
      of Seller or any third parties (“**Identifiers**”) from all
      vehicles, equipment, signage and other similar usage of such Identifiers on
      the
      Purchased Assets.  For thirty (30) days after the Closing Date, Seller
      hereby grants to Buyer a non-exclusive, non-transferable license to use the
      Identifiers of Seller on vehicles, signage and other similar usage of such
      Identifiers of Seller on the Purchased Assets if the Identifier of Seller was
      used on such item on the Closing Date.




6.9           Department
      of Transportation Numbers.  Promptly after the Closing Date, Buyer
      will apply Buyer’s Department of Transportation Numbers to all vehicles acquired
      as Purchased Assets.




6.10           Phone
      Service.  Buyer has requested that Seller continue phone service
      for the month of November at Seller’s facilities listed on Schedule 6.10
      which schedule shall be delivered by Buyer on the Closing Date.  Buyer
      shall pay to Seller the costs of such phone services from the Closing Date
      through November 30, 2006 within five (5) days of receipt of an invoice from
      Seller for such costs.




6.11           Post-Closing
      Adjustments.  In order to facilitate the Closing occurring on the
      Closing Date, the parties acknowledge that the contents of each of the schedules
      for Acquired Inventory, Accounts Receivable and Assumed Trade Payables reflects
      the contents of the items in that particular schedule as of a few days prior
      to
      the Closing Date.  No later than thirty (30) days after the Closing
      Date, the Buyer and the Seller agree to reconcile the actual contents of each
      of
      the schedules for Acquired Inventory, Accounts Receivable and Assumed Trade
      Payables on the Closing Date against the respective schedule to this Agreement
      and if this reconciliation indicates that one party owes money to the other
      party, each party covenants and agrees to promptly pay any such money it owes
      to
      the other party.  Integrated Brands, Inc. agrees to guarantee payment
      of any amounts that the parties agree that Seller owes to Buyer as a result
      of
      the reconciliation contemplated by this Section 6.11.




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6.12           Conduct
      of Business.  During the period from the date hereof until the
      Closing Date, the Seller will conduct the business of the West Coast Operations
      consistent with how the business of the West Coast Operations has been run
      during the week preceding the date hereof.




6.13           Efforts
      to Perform.  Seller and Buyer each shall use its commercially
      reasonable efforts to satisfy the covenants set forth in Section 6 of this
      Agreement in a timely and expeditious manner.




6.14           Freezer
      Assets.  Liabilities associated with a freezer asset shall be
      split 50/50 by Buyer and Seller.  If Buyer seeks payment from Seller
      for a freezer asset that is listed on Schedule 2.1(g) not being located
      by Buyer within thirty (30) days of the Closing Date, Seller shall have the
      right to conduct its own audit concerning such freezer assets and in such event,
      Buyer shall provide Seller with reasonable access to Buyer’s facilities and
      employees to allow Seller to conduct such audit.




6.15           Transition
      Services. Seller will provide the services set forth on Schedule 6.15
      as requested by Buyer for a period not to exceed thirty (30) days after the
      Closing Date. Seller shall pay to Buyer the Transition Services Fee for such
      services on the Closing Date. The Transition Services Fee shall not be
      refundable if Buyer asks Seller to stop providing the services set forth on
      Schedule 6.15.









SECTION
      7.  SURVIVAL AND INDEMNIFICATION.




7.1           Survival
      of Representations and Warranties.  All representations and
      warranties of the Seller and the Buyer in this Agreement or in any instrument
      delivered pursuant to this Agreement shall be effective as of the Closing Date,
      and shall survive and continue until the date that is twelve (12) months
      following the Closing Date; provided, that if any claims for indemnification
      have been asserted with respect to any such representations and warranties
      prior
      to the end of such period, the representations and warranties on which any
      such
      claims are based shall continue in effect until final resolution of any
      claims.  All covenants and agreements to be performed pursuant to this
      Agreement shall continue indefinitely, subject to applicable statutes of
      limitation.




7.2           Indemnification
      by the Seller.  Notwithstanding the Closing or the delivery of the
      Purchased Assets and regardless of any investigation at any time made by or
      on
      behalf of the Buyer, the Seller shall indemnify and fully defend, save and
      hold
      the Buyer, any Affiliate of the Buyer and its shareholders, directors, officers,
      managers, agents, employees, successors and assigns (the “**Buyer
      Indemnitees**”), harmless if any Buyer Indemnitee shall at any time or
      from time to time suffer any demand, claim, damage, liability, loss, cost,
      expense (including all reasonable attorneys’ fees and expenses of
      investigation), deficiency, interest, penalty, impositions, assessments or
      fines
      (collectively, “**Losses**”) to the extent arising out of or
      resulting from, any one or more of the following:




(a)           any
      untruth or inaccuracy in any representations of the Seller contained in this
      Agreement or the Transaction Documents;




(b)           any
      failure of the Seller to duly perform or observe any term, provision, covenant,
      agreement contained herein or the Transaction Documents on the part of the
      Seller to be performed or observed; and




(c)           any
      claim or cause of action by any party against any Buyer Indemnitiees to the
      extent arising out of or related to the operation of the Purchased Assets by
      the
      Seller on or before the Closing Date, except for claims or causes of action
      related to liabilities specifically assumed by Buyer herein.




7.3           Limitations
      on Indemnification by Seller.




(a)           The
      indemnification obligations of the Seller pursuant to Section 7.2 shall be
      limited as follows:




(i)           The
      Seller shall have no obligation to provide any indemnification until the
      aggregate dollar amount of all Losses that would otherwise be indemnifiable
      pursuant to Section 7.2 exceeds Twenty-five Thousand Dollars ($25,000) (the
      “**Threshold Amount**”), and then only to the extent such aggregate
      amount exceeds such Threshold Amount;




10







(ii)           The
      Seller shall not be obligated to indemnify any Buyer Indemnitees pursuant to
      Section 7.2 for any amount of indemnifiable Losses in excess of the Holdback
      (the “**Maximum Amount**”);




(iii)           The
      Seller shall not be obligated to indemnify any Buyer Indemnitees for any Loss
      relating to a freezer located in a customer location; and




(iv)           The
      Seller shall not obligated to indemnify any Buyer Indemnitees for any Loss
      relating to a Buyer Indemnitees use of intellectual property of any third
      party.




Notwithstanding
      anything herein to the contrary, the limitations set forth in Section 7.3 shall
      not apply to or with respect to claims for fraud or intentional
      breach.




(b)           Payments
      pursuant to Section 7.2 shall be further limited to the amount of any liability
      or damage that remains after deducting therefrom any insurance proceeds and
      any
      indemnity distribution or other similar payment actually received by Buyer
      Indemnitees from any third party with respect thereto (less any out of pocket
      costs or expenses resulting therefrom).  A Buyer Indemnitee shall
      exhaust all of its remedies against applicable insurers, indemnitees or
      contributors or any other party prior to seeking indemnification
      hereunder.  The amount of Losses otherwise recoverable under Section
      7.2 shall be adjusted to the extent to which any federal, state, local or
      foreign tax liabilities or benefits are actually realized by the Buyer
      Indemnitees by reason of any Losses or indemnity payment hereunder in the year
      of the Loss.




(c)           No
      Buyer Indemnitee shall be entitled to any indemnification hereunder with respect
      to any breach of any representation, warranty or covenant with respect to which
      (i) any shareholder, director, officer, employee, representative or agent of
      Buyer had actual knowledge, at any time prior to the Closing, of such breach,
      that such breach was threatened or of the events, circumstances or conditions
      constituting or resulting in such breach, or (ii) to the extent Buyer or such
      Buyer Indemnitee could have, with reasonable efforts, mitigated or prevented
      the
      Buyer Losses with respect to such breach.




(d)           Notwithstanding
      anything herein to the contrary, no breach of any representation, warranty,
      covenant or agreement contained herein shall give rise to any right on the
      part
      of Buyer or a Buyer Indemnitee, after the consummation of the transactions
      contemplated hereby, to rescind this Agreement or any of the transactions
      contemplated hereby.




(e)           Neither
      the Seller nor any of its Affiliates shall have any liability under any
      provision of this Agreement for any consequential, exemplary or punitive damages
      or any multiple of damages or diminution in value.  Buyer and each
      Buyer Indemnitee, shall take all reasonable steps to mitigate Buyer Losses
      for
      which indemnification may be claimed by them pursuant to this Agreement upon
      and
      after becoming aware of any event that could reasonably be expected to give
      rise
      to such Buyer Losses.




(f)           Any
      actual indemnity payment under Section 7.2 shall be determined without
      duplication of recovery by reason of the state of facts giving rise to such
      liability constituting a breach of more than one representation, warranty,
      covenant or agreement.




7.4           Procedures
      for Indemnification.   The Buyer Indemnitees and Seller
      Indemnitees shall be referred to in this Section 7.4 as the
“**Indemnitees**”.  Indemnitees shall give the party
      against whom indemnification is sought pursuant to this Section 7 (the
“**Indemnifying Person**”) prompt notice of any written claim,
      demand, assessment, action, suit or Proceeding to which the indemnity set forth
      in this Section 7 applies.  If the document evidencing such claim or
      demand is a court pleading, the Indemnitee shall give such notice, including
      a
      copy of such pleading, within seven (7) days of receipt of such pleading,
      otherwise, the Indemnitee shall give such notice within thirty (30) days of
      the
      date it receives written notice of such claim.  Failure to give timely
      notice of a matter which may give rise to an indemnification claim shall not
      affect the rights of the Indemnitee to collect such Loss from the Indemnifying
      Person so long as such failure to so notify does not materially adversely affect
      the Indemnifying Person’s ability to defend such Loss against a third
      party.




If
      the Indemnitee’s request for indemnification arises from the claim of a third
      party, the Indemnifying Person may, at its option, assume control of the defense
      of any such claim, or any litigation resulting from such claim so long as (a)
      the Indemnifying Person gives written notice to the Indemnitee within twenty
      (20) days after the Indemnitee has given notice of the third party claim that
      the Indemnifying Person will indemnify the Indemnitee from and against the
      entirety of any and all Losses the Indemnitee may suffer resulting from, arising
      out of, relating to, in the nature of, or caused by the third party




11


claim,
      (b) the Indemnifying Person provides the Indemnitee with evidence reasonably
      acceptable to the Indemnitee that the Indemnifying Person will have adequate
      financial resources to defend against the third party claim and fulfill its
      indemnification obligations hereunder, (c) the third party claim involves only
      money damages and does not seek an injunction or other equitable relief against
      the Indemnitee, (d) the Indemnitee has not been advised in writing by counsel
      that an actual or potential conflict exists between the Indemnitee and the
      Indemnifying Person in connection with the defense of the third party claim,
      (e)
      settlement of, an adverse judgment with respect to or the Indemnifying Person’s
      conduct of the defense of the third party claim is not, in the good faith
      judgment of the Indemnitee, likely to be adverse to the Indemnitee’s reputation
      or continuing business interests (including its relationships with current
      or
      potential customers, suppliers or other parties material to the conduct of
      its
      business) and (f) the Indemnifying Person conducts the defense of the third
      party claim actively and diligently.  The Indemnitee may retain
      separate co-counsel at its sole cost and expense and participate in the defense
      of the third party claim; provided, however, that the Indemnifying Person will
      pay the reasonable fees and expenses of separate co-counsel retained by the
      Indemnitee that are incurred prior to Indemnifying Person’s assumption of
      control of the defense of the third party claim.




Failure
      by the Indemnifying Person to notify the Indemnitee of its election to defend
      a
      complaint by a third party within twenty (20) days shall be a waiver by the
      Indemnifying Person of its right to respond to such complaint and within thirty
      (30) days after notice thereof shall be a waiver by the Indemnifying Person
      of
      its right to assume control of the defense of such claim or
      action.  If the Indemnifying Person assumes control of the defense of
      such claim or litigation resulting therefrom, the Indemnifying Person shall
      take
      all reasonable steps necessary in the defense or settlement of such claim or
      litigation resulting therefrom.  The Indemnifying Person shall not, in
      the defense of such claim or litigation, consent to entry of any judgment
      against any Indemnitee or enter into any settlement, involving any Indemnitee,
      except in either case with written consent of the Indemnitee, which consent
      shall not be unreasonably withheld or delayed.  The Indemnitee shall
      furnish the Indemnifying Person in reasonable detail all information the
      Indemnitee may have with respect to any such third-party claim and shall make
      available to the Indemnifying Person and its representatives all records and
      other similar materials which are reasonably required in the defense of such
      third-party claim and shall otherwise cooperate with and assist the Indemnifying
      Person in the defense of such third-party claim.




If
      the Indemnifying Person does not assume control of the defense of any such
      third-party claim or litigation resulting therefrom, the Indemnitee may defend
      against such claim or litigation in such manner as it may reasonably deem
      appropriate, and the Indemnifying Person shall indemnify the Indemnitee from
      any
      Loss indemnifiable under Section 7 incurred in connection
      therewith.  The Indemnifying Person shall not be obligated to the
      Indemnitee for any settlement or consent to a stay of judgment made by any
      Indemnitee if such settlement or consent is entered into without the prior
      written consent of the Indemnifying Person which consent shall not be
      unreasonably withheld or delayed.




If
      the Indemnitee should have a claim against the Indemnifying Person that does
      not
      involve a third party claim, the Indemnitee shall deliver a notice of such
      claim
      to the Indemnifying Person.  If the Indemnifying Person notifies the
      Indemnitee that it does not dispute the claim described in such notice or fails
      to notify the Indemnitee within thirty (30) days after delivery of such notice
      by the Indemnitee whether the Indemnifying Person disputes the claim described
      in such notice, the Loss in the amount specified in the Indemnitee’s notice will
      be conclusively deemed a liability of the Indemnifying Person and the
      Indemnifying Person shall pay the amount of such Loss to the Indemnitee on
      demand.  If the Indemnifying Person has timely disputed its liability
      with respect to such claim, a senior executive of each of the Indemnifying
      Person and the Indemnitee with full negotiating authority will proceed in good
      faith to negotiate a resolution of such dispute, and if not resolved through
      the
      negotiations of such executives within sixty (60) days after the delivery of
      the
      Indemnitee’s notice of such claim, such dispute shall be resolved fully and
      finally by a court of competent jurisdiction.




7.5           Indemnification
      by the Buyer.  Notwithstanding the Closing or the delivery of the
      Purchased Assets, the Buyer shall indemnify and fully defend, save and hold
      the
      Seller, any other Affiliate of the Seller, and its shareholders, directors,
      officers, agents, employees, successors and assigns (the “**Seller
      Indemnitees**”), harmless if any Seller Indemnitee shall at any time or
      from time to time suffer any Losses arising out of or resulting from, or shall
      pay or become obligated to pay any sum on account of, any one or more of the
      following:




(a)           any
      untruth or inaccuracy in any representation of the Buyer or the breach of any
      warranty of the Buyer contained in this Agreement or the Transaction
      Documents;




(b)           any
      failure of the Buyer to duly perform or observe any term, provision, covenant,
      agreement or condition contained in this Agreement or the Transaction Documents
      on the part of the Buyer to be performed or observed; and




(c)           any
      claim or cause of action by any party against any Seller Indemnitee to the
      extent arising out of or related to the operation of the Purchased Assets by
      the
      Buyer on or after the Closing Date.




12







7.6           Limitations
      on Indemnification by Buyer.




(a)           Payments
      pursuant to Section 7.5 shall be limited to the amount of any liability or
      damage that remains after deducting therefrom any insurance proceeds and any
      indemnity distribution or other similar payment actually received by Seller
      Indemnitees from any third party with respect thereto.  A Seller
      Indemnitee shall exhaust all of its remedies against applicable insurers,
      Indemnitees or contributors or any other party prior to seeking indemnification
      hereunder.  The amount of Losses otherwise recoverable under Section
      7.5 shall be adjusted to the extent to which any federal, state, local or
      foreign tax liabilities or benefits are realized by the Seller Indemnitees
      by
      reason of any Losses or indemnity payment hereunder.




(b)           Notwithstanding
      anything herein to the contrary, no breach of any representation, warranty,
      covenant or agreement contained herein shall give rise to any right on the
      part
      of Seller or a Seller Indemnitee, after the consummation of the transactions
      contemplated hereby, to rescind this Agreement or any of the transactions
      contemplated hereby.




(c)           Neither
      the Buyer nor any of its Affiliates shall have any liability under any provision
      of this Agreement for any consequential, exemplary or punitive damages or any
      multiple of damages (other than such damages for the benefit of a third
      party).  Seller and each Seller Indemnitee, shall take all reasonable
      steps to mitigate Seller Losses for which indemnification may be claimed by
      them
      pursuant to this Agreement upon and after becoming aware of any events that
      could reasonably be expected to give rise to such Seller Losses.




(d)           Any
      actual indemnity payment under Section 7.5 shall be determined without
      duplication of recovery by reason of the state of facts giving rise to such
      liability constituting a breach of more than one representation, warranty,
      covenant or agreement.




(e)           No
      Seller Indemnitee shall be entitled to any indemnification hereunder with
      respect to any breach of any representation, warranty or covenant with respect
      to which (i) any shareholder, director, officer, employee, representative or
      agent of Seller had actual knowledge, at any time prior to the Closing, of
      such
      breach, that such breach was threatened or of the events, circumstances or
      conditions constituting or resulting in such breach, or (ii) to the extent
      Seller or such Seller Indemnitee could have, with reasonable efforts, mitigated
      or prevented the Seller Losses with respect to such breach. Notwithstanding
      the
      foregoing, this limitation shall not apply with respect to knowledge, if any,
      of
      any shareholder, director, officer, employee, representative or agent of Seller
      with respect to the use of intellectual property of third parties on vehicles,
      signage and other similar usage on the Purchased Assets before or after the
      Closing.




7.7           Successors
      and Assigns.  All of the rights and obligations of the Seller and
      the Buyer pursuant to this Section 7 shall survive any sale, assignment or
      other
      transfer by the Buyer of title to or interest in any of the Purchased Assets
      or
      any part thereof and shall apply to and bind each and every successor and assign
      of the Buyer to any of the Purchased Assets.




7.8           Remedies
      Exclusive.  From and after the Closing, the rights of the parties
      to indemnification relating to this Agreement or the transactions contemplated
      hereby shall be strictly limited to those contained in this Section 7, and
      such
      indemnification rights shall be the exclusive remedies of the parties subsequent
      to the Closing Date with respect to this Agreement except for remedies for
      fraud
      or specific performance, injunctive or other equitable relief.  To the
      maximum extent permitted by law, the parties hereby waive all other remedies
      for
      breach of this Agreement and/or the representations, warranties and covenants
      in
      this Agreement, whether under any laws, at common law or otherwise.




7.9           Materiality.   Any
      qualifications in the representations, warranties and covenants with respect
      to
      a Material Adverse Effect, materiality, material or similar terms will not
      have
      any effect with respect to the calculation of the amount of any Losses or the
      application of the Threshold Amount pursuant to Section 7.3(a).









SECTION
      8.  MISCELLANEOUS.




8.1           Successors
      and Assigns.  Except as permitted below, neither this Agreement
      nor any of the rights, interests or obligations under this Agreement may be
      assigned, in whole or in part, by operation of law or otherwise by the parties
      hereto.  Any assignment in violation of the preceding sentence will be
      void.  Subject to the preceding sentence, this Agreement will be
      binding upon, inure to the benefit of, and be enforceable by, the parties and
      their respective successors and assigns.  Notwithstanding the
      foregoing, Buyer may assign all or any part of its right and obligations
      hereunder, provided Buyer remains liable for all such obligations.




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8.2           Governing
      Law; Jurisdiction.  This Agreement will be governed by, and
      construed in accordance with, the internal laws of the State of New York
      regardless of the laws that might otherwise govern under applicable principles
      of conflict of laws.




8.3           Expenses.  Except
      as otherwise provided herein, each of the parties hereto shall pay its own
      expenses in connection with this Agreement and the Transaction Documents and
      the
      transactions contemplated hereby and thereby, including, without limitation,
      any
      legal and accounting fees, whether or not the transactions contemplated hereby
      are consummated.




8.4           Severability.  In
      the event that any part of this Agreement is declared by any court or other
      judicial or administrative body to be null, void or unenforceable, said
      provision shall survive to the extent it is not so declared, and all of the
      other provisions of this Agreement shall remain in full force and
      effect.




8.5           Notices.  All
      notices, requests, claims, demands and other communications under this Agreement
      will be in writing and will be deemed given if delivered personally, sent by
      overnight courier (providing proof of delivery), or via facsimile to the parties
      at the following addresses (or at such other address for a party as specified
      by
      like notice):




If
      to the Seller:




Eskimo
      Pie Frozen Distribution, Inc.


c/o
      Integrated Brands Inc.


4175
      Veterans Highway


Ronkonkoma,
      NY 11779


Attention:
      David J. Stein


Fax:
      (631) 737-9792





Copy
      to:




Hanson
      Bridgett


425
      Market Street - 26th Floor


San
      Francisco, CA  94105


Attn:   Vicki
      L. Randall, Esq.


Fax:
      (415) 995-5008





If
      to the Buyer:




Southwest
      Traders Inc.


27565
      Diaz Road


Temecula,
      CA 92590


Attn:    Kenneth
      C. Smith


Fax:  (951)
      699-5717





Copy
      to:




Scott
      T. Schafer, Esq.


148
      Woodward Ave.


Escondido,
      CA 92025


Fax:  (760)
      781-1771





Any
      party may change its address for the purpose of this Section by giving the
      other
      party written notice of its new address in the manner set forth
      above.




8.6           Amendments;
      Waivers.  This Agreement may be amended or modified, and any of
      the terms, covenants, representations, warranties or conditions hereof may
      be
      waived, only by a written instrument executed by the parties hereto, or in
      the
      case of a waiver, by the party waiving compliance.  Any waiver by any
      party of any condition, or of the breach of any provision, term, covenant,
      representation or warranty contained in this Agreement, in any one or more
      instances, shall not be deemed to be nor construed as further or continuing
      waiver of any such condition, or of the breach of any other provision, term,
      covenant, representation or warranty of this Agreement.




8.7           Entire
      Agreement.  This Agreement and the schedules hereto and the
      Transaction Documents contain the entire understanding between the parties
      hereto with respect to the transactions contemplated hereby and thereby and
      supersedes and replaces all prior and contemporaneous agreements and
      understandings, oral or written, with regard to such




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transactions.  All
      schedules hereto and any documents and instruments delivered pursuant to any
      provision hereof are expressly made a part of this Agreement as fully as though
      completely set forth herein.




8.8           Parties
      in Interest.  Nothing in this Agreement is intended to confer any
      rights or remedies under or by reason of this Agreement on any Persons other
      than the Seller and the Buyer and their respective successors and permitted
      assigns.  Nothing in this Agreement is intended to relieve or
      discharge the obligations or liability of any third Persons to the Seller or
      the
      Buyer.  No provision of this Agreement shall give any third Persons
      any right of subrogation or action over or against the Seller or the
      Buyer.




8.9           Section
      and Paragraph Headings.  The section and paragraph headings in
      this Agreement are for reference purposes only and shall not affect the meaning
      or interpretation of this Agreement.




8.10           Mutual
      Drafting.  The parties hereto are sophisticated and have been
      represented by attorneys throughout the transactions contemplated hereby who
      have carefully negotiated the provisions hereof.  As a consequence,
      the parties do not intend that the presumptions of laws or rules relating to
      the
      interpretation of contracts against the drafter of any particular clause should
      be applied to this Agreement or any agreement or instrument executed in
      connection herewith, and therefore waive their effects.




8.11           Further
      Assurances.  From and after the Closing, as and when requested by
      any party, each party will execute and deliver, or cause to be executed and
      delivered, all such documents and instruments and will take, or cause to be
      taken, at the requesting party’s expense, all such further or other actions, as
      such other party may reasonably deem necessary or desirable to consummate the
      transactions contemplated by this Agreement.




8.12           Counterparts.  This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original, but all of which shall constitute the same
      instrument.  Signatures transmitted electronically or by facsimile
      shall have the same legal and binding effect as original
      signatures.




IN
      WITNESS WHEREOF, the parties hereto
      have caused this Agreement to be executed by their respective officers thereunto
      duly authorized as of the date first above written.









**ESKIMO
      PIE FROZEN DISTRIBUTION,
      INC.**




By:____________________________________


Name:  David
      J.
      Stein


Title:  President







**SOUTHWEST
      TRADERS,
      INC.**




By:____________________________________


Name:  _____________________


Title:  ______________________








Executing
      only for purposes of Section 6.6, Section 6.7 and Section 6.11 of this
      Agreement:





**INTEGRATED
      BRANDS,
      INC.**





By:____________________________________


Name:  _____________________


Title:  ______________________









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