**Exhibit
        4.11**
 
 Asset
        Purchase Agreement dated November 16, 2006 between Eskimo Pie Frozen
        Distribution, Inc. and Southwest Traders, Inc. - Florida
 
 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 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 state of Florida
        (“**East Coast Operations**”).
  B.           Buyer
        desires to purchase from Seller certain assets related to Seller’s East 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;
  “**East
        Coast Operations**” shall have the meaning set forth in the Recitals
        hereto.
  “**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;
  “**Holdback**”
        shall have the meaning set forth in Section 2.4(a) hereof;
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  “**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;
  “**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
  
  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;
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  (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 East 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 East 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
        East
        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)           INTENTIONALLY
        OMITTED;
  (h)           all
        leased trucks that are leased from either GE Capital or Ryder 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**”); and
  (j)           the
        goodwill associated with the items listed in subparagraphs (a) through (i)
        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 and the Prepaid
        Rent, 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.
  (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.
  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) and (ii)):
  (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; and
  (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.
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  (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 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.  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
   4
  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 certain assets
        in
        Seller's frozen food distribution business on the West Coast pursuant to
        an
        Asset Purchase Agreement for certain assets of Seller’s West Coast operations 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 certain assets
        in
        Seller's frozen food distribution business on the West Coast pursuant to
        an
        Asset Purchase Agreement for certain assets of Seller’s West Coast operations of
        even date with this Agreement.
  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;
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  (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.
  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(a).
        For the
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  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, except for the notice of default for Ft. Myers which has
        been delivered to Buyer, Seller has not received any notice of a default
        by any
        party to the real property leases identified on Schedule 2.1(a) or the
        vehicle leases identified in Schedule 2.1 (h).
  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:
  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.
   7
  
  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 East 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.
  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           East
        Coast Operations Employees.  Seller will act in good faith in
        providing Buyer access to employees of Seller’s East Coast Operations prior to
        the Closing Date and Seller will assist in the transitioning of employees
        of
        Seller’s East Coast Operations.  Notwithstanding the foregoing, Buyer
        and each employee of Seller’s East 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 East
        Coast Operations.
   8
  
  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           RyderTrucks.  For a period of up to 7 days following the Closing Date
        (the "Term"), Seller shall allow Buyer to utilize the trucks and tractor
        currently leased by Seller from Ryder and used in the East Coast Operations.
        Seller shall continue its current insurance covering the trucks and tractor
        during the Term.  Buyer shall reimburse Seller, on a per diem basis, (i)
        the actual cost incurred by Seller under the respective Ryder leases and
        (ii)
        the actual cost of maintaining insurance of the trucks and tractor. Payment
        shall be made to Seller within 10 days following receipt of a detailed
        invoice.
  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.
  6.12           Conduct
        of Business.  During the period from the date hereof until the
        Closing Date, the Seller will conduct the business of the East Coast Operations
        consistent with how the business of the East 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           INTENTIONALLY
        OMITTED.
  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.
   9
  
  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;
  (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**”); and
  (iii)           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.
   10
  
  (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 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
   11
  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.
  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,
   12
  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.
  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
  13
  
 
 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
        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.
   14
  
  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:
”David
        J.
        Stein”
 Name:  David
        J.
        Stein
 Title:  President
 
  **SOUTHWEST
        TRADERS,
        INC.**
  By:
”Ken
        Smith”
 Name: Ken
        Smith
 Title: President
 
 Executing
        only for purposes of Section 6.6 and Section 6.11 of this
        Agreement:
 
 **INTEGRATED
        BRANDS,
        INC.**
 
 By:________________________
 Name:  _____________________
 Title:  ______________________
   15