STOCK
PLEDGE AGREEMENT

THIS
STOCK PLEDGE AGREEMENTis entered into
as of this 10th day of November, 2005, by and between IBF FUND LIQUIDATING LLCa
Delaware limited liability company (Secured Party), and SUNSET HOLDINGS INTERNATIONAL, LTD.a Delaware
corporation (Pledgor).

WHEREAS,
pursuant to the terms of that certain Amended and Restated Acquisition
Agreement and Plan of Merger dated as of the date hereof (as amended, restated,
supplemented or otherwise modified from time to time, the Acquisition Agreement), by
and among U.S. Mills, Inc. (US Mills), Sunset Brands, Inc. (Sunset),
Secured Party and USM Acquisition Sub, Inc., Sunset will acquire US Mills by
merger (the Acquisition).

WHEREAS,
in connection with the Acquisition Agreement, Sunset will issue in favor of
Secured Party Secured Convertible Debentures dated as of the date hereof in the
aggregate original principal amount of $5,000,000 (as such may be replaced, substituted
or reissued from time to time, collectively, the Convertible Debentures) as
payment of a portion of the consideration for the Acquisition.

WHEREAS,
pursuant to that certain Convertible Debenture Sale Agreement dated as of the
date hereof (as amended, supplemented or modified from time to time, the Put
Agreement) between Pledgor and Secured Party, Pledgor shall (i)
purchase from Secured Party by no later than three hundred sixty-one (361) days
after the date hereof the entire remaining outstanding principal balance of the
Convertible Debentures plus accrued interest thereon in accordance with the
terms and conditions contained in the Put Agreement and (ii) perform all of its
other obligations and make all other payments when due, in each case, in
accordance the terms and conditions contained in the Put Agreement
(collectively, the Put Obligations).

WHEREAS,
Pledgor is a shareholder of Sunset and will receive substantial benefit from  Secured Partys agreement to enter into the
Acquisition Agreement and to accept the Convertible Debentures as payment of a
portion of the consideration for the Acquisition.  Secured Party has required, as condition to it entering into and
executing  the Acquisition Agreement and
accepting the Convertible Debentures as payment of a portion of the
consideration for the Acquisition, that Pledgor execute and deliver this Pledge
Agreement to secure Pledgors full, complete and punctual observance and
performance of the Put Obligations.

NOW,
THEREFORE, in consideration of the
foregoing and of the mutual covenants and agreements hereinafter set forth, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound hereby, do agree as follows:

1. DEFINITIONS AND REFERENCES

Defined Terms

As
used in this Agreement, the following terms shall have the meanings specified
in this Section 1:

Agreement
shall be defined to mean this
Stock Pledge Agreement as amended, supplemented or modified from time to time.

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Assignment
of Contract shall mean that certain Assignment of Contract As
Collateral Security, dated as of the date hereof, between Pledgor and Secured
Party, as amended, supplemented or modified from time to time.

Event
of
Default shall mean the occurrence of any one or more of the
following: failure of Pledgor to perform its obligations under the Put Agreement
or under the Assignment of Contract or pay any amounts due and payable
hereunder or thereunder or the occurrence of any of the events described in
Section 6(a) hereof

Pledged
Collateral shall mean,
collectively and each individually, (i) the issued and outstanding shares of
capital stock of Sunset owned or held of record or beneficially by Pledgor on
the date hereof in the amounts set forth on and as listed on Schedule 1.1
(and the certificates, copies of which are attached hereto, representing such
shares); and (ii) any and all replacements, products and proceeds of, and
dividends, distributions in property, returns of capital or other distributions
made on or with respect to, any of the foregoing shares.

2. PLEDGE OF COLLATERAL

(a)
As security for the due and punctual payment and performance by Pledgor of the
Put Obligations and  all of its
obligations to Secured Party under the this Agreement, the Put Agreement and
the Assignment of Contract
(collectively, the Secured
Obligations), Pledgor hereby (i) pledges and assigns to Secured
Party all of the Pledged Collateral and all of its right, title and interest in
and to the Pledged Collateral, and (ii) grants to Secured Party a continuing
security interest in and lien upon the Pledged Collateral senior in priority to
all other liens and security interests.

(b)
Pledgor has delivered to Secured Party all certificates representing the
Pledged Collateral described in clause (i) of the definition of Pledged
Collateral and will deliver to Secured Party all certificates representing the
Pledged Collateral described in clause (ii) of the definition of Pledged
Collateral within five (5) Business Days after Pledgors acquisition of such
shares.  Each such certificate shall be
registered in the name of Pledgor, duly endorsed in blank or accompanied by a
stock power duly executed by Pledgor in blank, in form and substance
satisfactory to Secured Party, with any and all documentary tax stamps and
other documents necessary to cause Secured Party to have a good, valid and
perfected continuing pledge of, lien on and security interest in the Pledged
Collateral, free and clear of any mortgage, pledge, lien, security interest,
hypothecation, assignment, charge, right, encumbrance or transfer or other
restriction (individually, Encumbrance
and collectively, Encumbrances),
senior in priority to all Encumbrances, including, without limitation, any
necessary notations in the corporate or other records books of Pledgor. At any
time following the occurrence and continuation of an Event of Default, any or
all of the Pledged Collateral, at the option of Secured Party exercised in
accordance with Section 3 hereof, may be registered in the name of
Secured Party or of its nominee, and Pledgor hereby covenants that, upon demand
therefor by Secured Party, Pledgor shall or shall cause the entity in which
such shares evidence an ownership stake to effect such registration.

(d)
In addition to and notwithstanding any other provision of this Agreement,
Secured Party, in its sole discretion, shall have the right, at any time that
Pledgor fails to do so, without prior notice to Pledgor, to: (i) obtain
insurance covering any of the Pledged Collateral (ii) pay for the performance
of any of the Pledgors obligations hereunder; (iii) discharge taxes, liens,
security interests, or other encumbrances at any time levied or placed on any
of the Pledged Collateral in violation of this Agreement unless Pledgor is in
good faith with due diligence by appropriate proceedings contesting those
items; and (iv) pay for the maintenance and preservation of any of the Pledged
Collateral.  Such expenses and advances
shall be added to the Secured Obligations until reimbursed to Secured Party and
shall be

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secured by the Pledged Collateral.  Any such payments and advances by Secured
Party shall not be construed as a waiver by Secured Party of an Event of
Default or any other rights, remedies or powers of Secured Party hereunder or
otherwise.

(e)
Within five (5) Business Days of any request by Secured Party, Pledgor, at its
own cost and expense, will duly execute and deliver to Secured Party such
financing statements, continuation statements, assignments, certificates and/or
such other agreements, assignments, instructions or documents as Secured Party
may request relating to the Pledged Collateral or otherwise to enable Secured
Party to create, maintain and perfect or from time to time renew the security
interests granted hereby or to create, maintain and perfect a security interest
in any additional Pledged Collateral hereafter acquired by Pledgor or in any
and all additions to and/or replacements, products and proceeds of any of the
foregoing, all in form and substance satisfactory to Secured Party.  Pledgor will pay all costs associated
therewith, including without limitation, the cost of filing any of the
foregoing in all public offices or other locations wherever Secured Party deems
filing to be necessary or desirable.
Pledgor irrevocably grants Secured Party the right, at Secured Partys
option, to file any or all of the foregoing pursuant to the UCC and otherwise,
and Pledgor irrevocably appoints Secured Party as Pledgors attorney in fact to
execute any of the foregoing in Pledgors name and to perform all other acts
that Secured Party deems appropriate to perfect and continue the security
interests conferred by this Agreement or otherwise to effect fully the
purposes, terms and conditions of this Agreement.

(f)
No injury to, or loss or destruction of, the Pledged Collateral shall relieve
Pledgor of any of the Secured Obligations.

3. VOTING RIGHTS, DIVIDENDS
AND DISTRIBUTIONS

So
long as no Event of Default shall have occurred and be continuing or would
result from or be caused by any of the following:

(a)
Pledgor shall be entitled to exercise any and all voting and/or consensual
rights and powers relating or pertaining to the Pledged Collateral or any part
thereof, subject to the terms hereof;

(b)
Pledgor shall be entitled to receive and retain cash dividends payable on the
Pledged Collateral; provided, however, that all other dividends
(including, without limitation, stock and liquidating dividends), distributions
in property, returns of capital and other distributions made on or in respect
of the Pledged Collateral, whether resulting from a subdivision, combination or
reclassification of the outstanding capital stock, equity securities or other
ownership interests of Pledgor, any Subsidiary of Pledgor or any other Person
or received in exchange for the Pledged Collateral or any part thereof or as a
result of any merger, consolidation, acquisition, transfer, sale or disposition
of the Pledged Collateral or other exchange of assets to which Pledgor, any
Subsidiary of Pledgor or any other Person may be a party or otherwise, and any
and all cash and other property received in exchange for or redemption of any
of the Pledged Collateral, shall be retained by Secured Party, or, if delivered
to Pledgor, shall be held in trust for the benefit of Secured Party and
forthwith delivered to Secured Party and shall be considered as part of the
Pledged Collateral for all purposes of this Agreement;

(c)
Secured Party shall execute and deliver (or cause to be executed and delivered)
to Pledgor all such proxies, powers of attorney, dividend orders and other
instruments as Pledgor may request for the purpose of enabling Pledgor to
exercise the voting and/or consensual rights and powers that Pledgor is
entitled to exercise pursuant to Section 3(a) and/or to receive the
dividends that Pledgor is authorized to receive and retain pursuant to Section 3(b);
and Pledgor shall execute and deliver to Secured Party all proxies, powers of
attorney, dividend orders and other instruments and documents as may be

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required or may be requested by Secured Party to
enable Secured Party to receive and retain the dividends, distributions in
property, returns of capital and other distributions it is authorized to
receive and retain pursuant to Section 3(b); and

(d)
Upon the occurrence and continuation of an Event of Default, all rights of
Pledgor to exercise the voting and/or consensual rights and powers that Pledgor
is entitled to exercise pursuant to Section 3(a) and/or to receive
the dividends that Pledgor is authorized to receive and retain pursuant to Section 3(b)
shall cease immediately, without any notice to Pledgor or action by or on
behalf of Secured Party or any other Person, and all such rights thereupon
shall become vested in Secured Party automatically without any action by any
Person, and Secured Party shall have the sole and exclusive right and authority
to exercise such voting and/or consensual rights and powers and/or to receive
and retain such dividends.  In such
case, Pledgor shall execute and deliver such proxies, powers of attorney,
dividend orders and other instruments and documents as Secured Party may
request or as may be otherwise required or desirable to enable Secured Party to
exercise such rights and receive such dividends.  In addition, Secured Party is hereby appointed the
attorney-in-fact of Pledgor, with full power of substitution, which appointment
as attorney-in-fact is irrevocable and coupled with an interest, to take all
such actions after the occurrence and continuation of an Event of Default,
whether in the name of Secured Party or Pledgor, as Secured Party may consider
necessary or desirable for the purpose of exercising such rights and receiving
such dividends.  Any and all money and
other property paid over to or received by Secured Party pursuant to the
provisions of this Section 3(d) shall be retained by Secured Party
as part of the Pledged Collateral and shall be applied in accordance with the
provisions hereof.

4. REMEDIES ON DEFAULT

(a)
Notwithstanding and without limiting any other provision of this Agreement  if at any time an Event of Default shall
have occurred and be continuing, then, in addition to having the right to
exercise any right or remedy of a secured party upon default under the Uniform
Commercial Code as in effect in the State of New York (the UCC) or
applicable law or at equity, Secured Party may, to the extent permitted by law,
without being required to give any notice to Pledgor or to take or do any
action (except as provided below):

(i)
apply any cash held by it hereunder to satisfy the Secured Obligations; and

(ii)
if there shall be no such cash or if the cash so applied shall be insufficient
to satisfy the Secured Obligations; collect, receive, appropriate and realize
upon the Pledged Collateral or any part thereof, and/or sell, assign, transfer,
contract to sell or otherwise dispose of and deliver the Pledged Collateral or
any part thereof, in its entirety or in portions, at public or private sale or
at any brokers board, on any securities exchange or at any of Secured Partys
places of business or elsewhere, for cash, upon credit or for future delivery,
and at such price or prices as Secured Party may deem best, and Secured Party
may (except as otherwise provided by law) be the purchaser of any or all of the
Pledged Collateral so sold and thereafter may hold the same, absolutely, free
from any right or claim of whatsoever kind.

(b)
In the event of a sale as aforesaid, Secured Party may, at any such sale,
restrict the number of prospective bidders or purchasers and/or further
restrict such prospective bidders or purchasers to Persons who will represent
and agree that they are purchasing for their own account, for investment and
not with a view to the distribution or resale of the Pledged Collateral, and
may otherwise require that such sale be conducted subject to restrictions as to
such other matters as Secured Party may deem necessary in order that such sale
may be effected in such manner as to comply with all applicable

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state and federal securities and other laws.  Upon any such sale, Secured Party shall have
the right to deliver, assign and transfer the Pledged Collateral so sold to the
purchaser thereof.

(c)
Pledgor hereby acknowledges that, notwithstanding that a higher price might be
obtained for the Pledged Collateral at a public sale than at a private sale or
sales, the making of a public sale of the Pledged Collateral may be subject to
registration requirements under applicable securities laws and other legal
restrictions, compliance with which would make a public sale of the Pledged
Collateral impractical.  Accordingly,
Pledgor hereby agrees that private sales made by Secured Party in good faith in
accordance with the provisions of this Article 4 may be at prices and on
other terms less favorable to the seller than if the Pledged Collateral were
sold at a public sale, and that Secured Party shall not have any obligation to
take any steps in order to permit the Pledged Collateral to be sold at a public
sale.

(d)
If any applicable requirements under the Securities Act of 1933, as amended, or
such other laws cannot be satisfied at the time of a proposed sale of the
Pledged Collateral by Secured Party, Pledgor hereby agrees to substitute for
the Pledged Collateral other property owned by Pledgor, free and clear of all
Encumbrances, of at least equal value as the Pledged Collateral as of the date
of such proposed sale.

(e)
Each purchaser at any such sale shall hold the property sold, absolutely free
from any claim or right whatsoever, including any equity or right of redemption
of Pledgor, and Pledgor hereby specifically waives all rights of redemption,
stay or appraisal and other rights that Pledgor has or may have under any law,
regulation or statute now existing or hereafter adopted or otherwise.  Secured Party shall give Pledgor not less
than ten (10) calendar days written notice of its intention to make any such
public or private sale.  Such notice, in
case of a public sale, shall state the time and place fixed for such sale, and,
in case of a sale at brokers board, on a securities exchange, at one or more
of Secured Partys places of business or elsewhere, shall state the board,
exchange or other location at which such sale is to be made and the day on
which the Pledged Collateral, or that portion thereof so being sold, will first
be offered for sale at such location.
Such notice, in case of a private sale, shall state only the date on or
after which such sale may be made.  Any
such notice given as aforesaid shall be deemed to be reasonable notification.

(f)
Any such public sale shall be held at such time or times within ordinary
business hours and at such place or places as Secured Party may fix in the
notice of such sale.  At any sale the
Pledged Collateral may be sold in one lot as an entirety or in parts, as
Secured Party may determine.  Secured
Party shall not be obligated to make any sale pursuant to any such notice.  Secured Party may, without notice or
publication, adjourn any sale or cause the same to be adjourned from time to
time by announcement at the time and place fixed for the sale, and such sale
may be made at any time or place to which the same may be so adjourned.  In case of any sale of all or any part of
the Pledged Collateral on credit or for future delivery, the Pledged Collateral
so sold may be retained by Secured Party until the selling price is paid by the
purchaser thereof, but Secured Party shall not incur any liability in case of
the failure of such purchaser to take up and pay for the Pledged Collateral so
sold and, in case of any such failure, such Pledged Collateral may again be
sold upon like notice.

(g)
Secured Party, instead of exercising the power of sale herein conferred upon
it, may proceed by a suit or suits at law or in equity to foreclose its Lien or
security interest arising from this Agreement and sell the Pledged Collateral,
or any portion thereof, under a judgment or decree of a court or courts of
competent jurisdiction.

(h)
Notwithstanding and without limiting any other provision of this Agreement upon
the occurrence and continuation of an Event of Default, Secured Party or its
nominee shall have the right, without notice to or the consent of Pledgor, to
exercise any and all rights of conversion, exchange or

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subscription and any other rights, privileges or
options pertaining to any of the Pledged Collateral as if it were the absolute
owner thereof, including, without limitation, the right to transfer, sell,
dispose of or exchange, at its discretion, any or all of the Pledged Collateral
upon the merger, consolidation, reorganization, recapitalization or other
readjustment of Pledgor or Subsidiary of Pledgor or such other Person.

(i)
On any sale of any part of the Pledged Collateral, Secured Party is hereby
authorized to comply with any limitation or restriction in connection with such
sale that may be necessary in order to avoid any violation of applicable law or
in order to obtain any required approval of the purchaser(s) by any
governmental authority or officer or court.

(j)
Pledgor hereby acknowledges, understands and agrees that Secured Party (i) may
exercise its rights under the Assignment of Contract and any other document or instrument
securing the Put Obligations whether or not they provide security for any of
the Secured Obligations, without exercising its rights hereunder or affecting
the security provided hereunder, and (ii) may proceed against all or any
portion of the Pledged Collateral and all other collateral securing any of the
Secured Obligations in such order and at such time as determined by Secured
Party in its sole discretion.  Pledgor
hereby expressly waives any rights under the doctrine of marshalling of assets.

(k)
Pledgor hereby acknowledges, understands and agrees that compliance with the
foregoing procedures shall satisfy any applicable requirements that such sale
or disposition be made in a commercially reasonable manner.

5. REPRESENTATIONS, WARRANTIES
AND COVENANTS OF PLEDGOR

(a)
Pledgor represents and warrants to Secured Party as of the date hereof (which
representations and warranties shall survive the execution and delivery of this
Agreement as follows):

(i)
Pledgor is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has full power, right and authority
to (A) own the Pledged Collateral, (B) execute, deliver and perform this
Agreement, (C) pledge the Pledged Collateral, and (D) grant the security
interests and liens in the Pledged Collateral pursuant to this Agreement;

(ii)
the execution, delivery and performance by Pledgor of this Agreement and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by all necessary actions on the part of Pledgor (none of which
actions have been modified or rescinded, and all of which actions are in full
force and effect), and this Agreement has been duly executed and delivered by
Pledgor and constitutes the legal, valid and binding obligation of Pledgor,
enforceable against Pledgor in accordance with its terms, subject to the effect
of any applicable bankruptcy, moratorium, insolvency, reorganization or other
similar law affecting the enforceability of creditors rights generally and to
the effect of general principles of equity which may limit the availability of
equitable remedies (whether in a proceeding at law or in equity);

(iii)
Pledgor is, or, with respect to the Pledged Collateral described in clause (ii)
of the definition of Pledged Collateral not later than the time of delivery of
certificates therefor will be, the direct record and beneficial owner of each
share, security and other interest that comprises the Pledged Collateral, and
Pledgor has and will have good, valid and marketable title thereto, free and
clear of all Encumbrances other than the security interests created by this Agreement;

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(iv)
all of the Pledged Collateral has been, or, with respect to the Pledged
Collateral described in clause (ii) of the definition of Pledged Collateral not
later than the time of delivery of certificates therefor will be, duly and
validly issued, fully paid and nonassessable;

(v)
the Pledged Collateral described in clause (i) of the definition of Pledged
Collateral constitutes 100% of the issued and outstanding capital stock and
other equity securities and ownership interests of Sunset (calculated on a
fully diluted, as converted basis);

(vi)
the Pledged Collateral is and will be duly and validly pledged to Secured Party
in accordance with law, and Secured Party has a good, valid and perfected lien
on and security interest in the Pledged Collateral and the proceeds thereof
subject to no Encumbrances in favor of any other Person;

(vii)
the execution, delivery and performance by Pledgor of this Agreement and the
consummation of the transactions and the creation and granting of the security
interests and liens contemplated thereby do not and will not (A) conflict with
or violate the certificate of incorporation, by-laws, limited liability company
agreement or similar documents of Pledgor or of any entity whose securities
constitute part of the Pledged Collateral or any agreement by and between
Pledgor or any such entity and its respective shareholders or equity owners or
among any such shareholders or equity owners; (B) conflict with, result in
a breach of, constitute a default of or an event of default under, or any
event, fact, condition or circumstance which, with notice or passage of time or
both, would constitute or result in a conflict, breach, default or event of
default under, require any consent not obtained under, or result in or require
the acceleration of any indebtedness pursuant to, any agreement, indenture or
other instrument to which Pledgor or any entity whose securities constitute
part of the Pledged Collateral is a party or by which Pledgor or any entity
whose securities constitute part of the Pledged Collateral or any of its or
their respective properties or assets are bound or subject; (C) conflict
with or violate any provision of any applicable law, statute, rule, regulation,
ordinance, license or tariff or any judgment, decree or order of any court or
other governmental authority binding on or applicable to Pledgor or any entity
whose securities constitute part of the Pledged Collateral or any of its or
their respective properties or assets or any of the Pledged Collateral, or (D)
result in the creation or imposition of any lien of any nature whatsoever upon
any of the properties or assets of Pledgor or any entity whose securities
constitute part of the Pledged Collateral except those contemplated hereunder;

(viii)
no approval, consent or authorization of, filing, registration or qualification
with, or other action by, Pledgor or any entity whose securities constitute
part of the Pledged Collateral, any governmental authority or any other Person
is or will be necessary to permit the valid execution, delivery or performance
of this Agreement by Pledgor or consummation of the transactions or creation or
granting of the liens and security interests contemplated hereby;

(ix)
there is no action, claim, suit, proceeding or investigation pending or, to the
knowledge of Pledgor, currently threatened against or affecting the Pledged
Collateral, or Pledgor or any entity whose securities constitute part of the
Pledged Collateral, or this Agreement or the transactions contemplated hereby,
before or by any court, arbitrator or governmental authority (a) that questions
or could prevent the validity of this Agreement or the right or ability of
Pledgor to enter into this Agreement or to consummate the transactions or
create or grant the liens and security interests contemplated hereby, or (b)
that could reasonably be expected to result in any change in the current equity
ownership of Pledgor or any entity whose securities constitute part of the
Pledged Collateral, nor is Pledgor aware that there is any basis for any of the
foregoing;

(x)
neither Pledgor nor any entity whose securities constitute part of the Pledged
Collateral is (A) a party or subject to any judgment, order or decree or any
agreement, document

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or instrument or subject to any restriction, any of
which do or would materially adversely affect or prevent Pledgors ability to
execute or deliver, or perform under, consummate the transactions contemplated
by or to observe the covenants and agreements contained in, this Agreement; (B)
in default or breach of the performance, observance or fulfillment of any
obligation, covenant or condition contained in any agreement, document or
instrument to which Pledgor or such entity is a party or by which any of its or
their properties or assets are bound or subject,  nor is there any event, fact, condition or circumstance which,
with notice or passage of time, or both, would constitute or result in a
conflict, breach, default or event of default under, any of the foregoing; or
(C) a party or subject to any agreement (oral or written), document or instrument
with respect to, or obligation to pay any, service or management fee with
respect to the ownership, operation, leasing or performance of any of its
business or any facility, nor is there any manager with respect to any such
facility.

(xii)
the obligations of Pledgor under this Agreement are not subordinated in any way
to any other obligation of Pledgor or to the rights of any other Person.

(b)
Until all Secured Obligations have been performed and satisfied in full and
indefeasibly paid in full in cash , Pledgor hereby covenants that:

(i)
(A) Pledgor shall not sell, lease, transfer, pledge, assign or otherwise
dispose of any of the Pledged Collateral or any interest therein, and (B)
Pledgor shall not create, incur, assume or suffer to exist any Encumbrance
upon, in, against or with respect to any of the Pledged Collateral or any
interest therein (except pursuant hereto);

(ii)
Pledgor shall, and shall cause each entity whose securities constitute part of
the Pledged Collateral to:
(A) preserve and maintain its existence in good standing;
(B) comply with all laws, rules, statutes, regulations, ordinances and
tariffs and orders of all applicable governmental authorities with respect to
or applicable to its business, assets or operations or to any of the Pledged
Collateral, and (C) promptly upon the occurrence thereof and in any event
within three (3) calendar days after Pledgor or any authorized officer of
Pledgor obtains knowledge thereof, give written notice to Secured Party of
(1) any action, suit, litigation, investigation, arbitration, dispute
resolution proceeding or proceeding of any kind pending, instituted or
threatened against or affecting, involving or relating to Pledgor, any such
entity or the Pledged Collateral or any of their respective properties or
assets, whether or not the claim is covered by insurance, to the extent the
amount in controversy exceeds $10,000 or to the extent such litigation, suit,
investigation, arbitration, dispute resolution proceeding or administrative
proceeding seeks injunctive relief, (2) the filing, recording or assessment of
any federal, state, local or foreign tax lien against the Pledged Collateral,
Pledgor or any such entity, (3) the occurrence of any  Event of Default, which notice shall specify
the nature and status thereof, the period of existence thereof and what action
is proposed to be taken with respect thereto, (4) the occurrence or
existence of any event, fact, circumstance or condition  which constitutes or results in, or would
constitute or result in with the giving of notice or passage of time or both,
an Event of Default, which notice shall specify the nature and status thereof,
the period of existence thereof and what action is proposed to be taken with
respect thereto, and (5) any other development, event, fact, circumstance,
condition or action of any nature against or affecting Pledgor or any such
entity or otherwise, which could reasonably be expected to have, lead to or
result in an Event of Default, in each case describing the nature and status
thereof and the action Pledgor proposes to take with respect thereto, and (6)
any matter(s) affecting the value, enforceability or collectability of any of
the Pledged Collateral, including, without limitation, claims or disputes
asserted by any obligor or obligors in the amount of $10,000 or more, singly or
in the aggregate, in existence at any one time.

(iii)
Pledgor shall, and shall cause each entity whose securities constitute part of
the Pledged Collateral to, (a) perform in accordance with its terms every
contract, agreement or other

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arrangement (oral or written) to which it is a party
or by which it or any of the Pledged Collateral is bound, (b) comply in all
material respects with all laws, statutes, rules, regulations, ordinances and
tariffs of any applicable governmental authority with respect or applicable to
its business, assets or operations or to the Pledged Collateral, (c) pay,
discharge or otherwise satisfy at or before maturity (subject where applicable
to specified grace periods and, in the case of the trade payable, to ordinary
course payment practices) all of its and/or their material obligations and
liabilities of whatsoever nature, except when the amount or validity thereof is
currently being contested in good faith by appropriate proceedings and it shall
have provided for such reserves as Secured Party may deem proper and necessary
in its sole discretion, (d) pay all taxes, assessments, fees, governmental
charges, claims for labor, supplies, rent and all other obligations or
liabilities of any kind of or imposed upon such person or upon the Pledged
Collateral, except liabilities being contested in good faith and against which
adequate reserves have been established, (e) obtain and deliver all required
consents, approvals and agreements from such third parties as Secured Party
shall determine are necessary or desirable in its sole discretion that are
satisfactory to Secured Party with respect to (I) this Agreement and the
transactions contemplated hereby and thereby, (II) claims against Pledgor, any
such entity or any of the Pledged Collateral, and/or (III) any agreement (oral
or written), consent, document or instrument to which any of them is a party or
by which any of their properties or assets are bound or subject, (f) perform in
accordance with its terms every contract, agreement or other arrangement (oral
or written) to which it is a party or by which it or any of the Pledged
Collateral is bound, and (g) furnish to Secured Party such additional
information as Secured Party may reasonably request from a credit or security
perspective or otherwise from time to time;

(iv)
Pledgor shall, and shall cause each entity whose securities constitute part of
the Pledged Collateral to, keep true, complete and accurate books of record
with respect to the Pledged Collateral in accordance with commercially
reasonable business practices; and

(v)
Pledgor shall not take or permit to be taken, or permit or cause any entity
whose securities constitute part of the Pledged Collateral to take or permit to
be taken, any action in connection with the Pledged Collateral or otherwise
which would impair the value of the Pledged Collateral or any portion thereof
or the value of the interests or rights of Pledgor or Secured Party therein or
with respect thereto, including, without limitation, any amendment to or
modification of the certificate of incorporation (or similar charter documents)
or bylaws (or similar documents) of Pledgor or such Person which would result
in or cause any of the foregoing.

6. EVENTS OF DEFAULT

(a)
The occurrence of any one or more of the following shall constitute an Event
of Default under this Agreement:

(i)
Pledgor shall fail to perform, observe or comply with any covenant, obligation
or agreement set forth in this Agreement and such failure shall not be cured
within the applicable period set forth herein, provided that, with
respect to the covenants set forth in Sections 5(b) (other than Sections
5(b)(i), 5(b)(ii)(A), and 5(b)(v), for which there shall be
no cure period) Pledgor shall have a fifteen (15) calendar day cure period
commencing from the earlier of (i) Receipt by Pledgor of written notice of
such failure, and (ii) the time at which Pledgor or any authorized officer
thereof knew or became aware, or should have known or been aware, of such
failure, breach or default;

(ii)
any representation or warranty made or deemed made by Pledgor in this Agreement
shall not be true and correct in all material respects or shall have been false
or misleading in any material respect on the date when made or deemed to have
been made;

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(iii)
this Agreement shall cease to be in full force and effect or any lien or
security interest created hereunder shall cease to constitute a valid perfected
Lien and security interest on the Pledged Collateral that is senior in priority
to all Encumbrances.

(b)
Notwithstanding and without limiting or being limited by any other provision of
this Agreement, upon the occurrence and continuation of any Event of Default,
Secured Party may, by notice to Pledgor take any actions permitted
hereunder.

7. MISCELLANEOUS PROVISIONS

7.1.Expenses

Without
limiting or being limited by any other provision of this Agreement, Pledgor
shall pay all costs and expenses incurred by Secured Party or any of its
affiliates, including, without limitation, reasonable attorneys fees and
expenses, (a) in any effort to enforce this Agreement and/or any related
agreement, document or instrument, or to effect collection hereunder  (b) in connection with entering into,
negotiating, preparing, reviewing and executing this Agreement and all related
agreements, documents and instruments, (c) arising in any way out of
administration of the Secured Obligations or the security interests or liens
created hereunder, (d) in connection with instituting, maintaining, preserving
and enforcing Secured Partys rights hereunder and enforcing and/or foreclosing
on the security interests and/or liens in any of the Pledged Collateral,
through judicial process or otherwise, (e) in defending or prosecuting any
actions, claims or proceedings arising out of or relating to this Agreement
and/or any related agreement, document or instrument, (f) in seeking or
receiving any advice with respect to its rights and obligations under this
Agreement,  and/or all related
agreements, documents and instruments, and/or (g) in connection with any
modification, supplement, amendment, waiver or extension of this Agreement, or
any related agreement, document or instrument, and all of the same may be added
to, and shall be part of, the Secured Obligations.

7.2.
Notices

Any
notice or request under this Agreement
shall be as provided in the Put Agreement.
Any notice or request hereunder shall be given only by, and shall be
deemed to have been received upon (each, a Receipt):
(i) registered or certified mail, return receipt requested, on the
date on which such received as indicated in such return receipt,
(ii) delivery by a nationally recognized overnight courier, one (1)
Business Day after deposit with such courier, or (iii) facsimile or electronic
transmission, in each case upon telephone or further electronic communication
from the recipient acknowledging receipt (whether automatic or manual from
recipient), as applicable.

7.3.
Delay

No
course of action or dealing, renewal, release or extension of any provision of
this Agreement, or single or partial exercise of any such provision, or delay,
failure or omission on Secured Partys part in enforcing any such provision
shall affect the liability of Pledgor or operate as a waiver of such provision
or affect the liability of Pledgor or preclude any other or further exercise of
such provision.

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7.4.
Release of Pledged Collateral

Promptly
following full performance and satisfaction and indefeasible payment in full in
cash of the Secured Obligations, the security interests and Liens created
hereby shall terminate and Secured Party shall execute and deliver such
documents, at Pledgors expense, as are necessary to release Secured Partys
security interests and Liens in the Pledged Collateral and shall return the
Pledged Collateral to Pledgor at the address of Pledgor set forth herein or at
such other address as Pledgor may direct in writing.  Secured Party shall not be deemed to have made any representation
or warranty with respect to any Pledged Collateral so delivered, except that
such Pledged Collateral is free and clear, on the date of such delivery, of any
and all liens, charges and encumbrances arising from Secured Partys own acts.

7.5.Successors and Assigns;
Participations; New Secured Parties

This
Agreement shall inure to the benefit of Secured Party, its transferees and all
future holders of the Secured Obligations and/or any of the Pledged Collateral,
and each of their respective successors and assigns.   Pledgor may not assign, delegate or transfer this Agreement or
any of its rights or obligations under this Agreement without the prior written
consent of Secured Party.  No rights are
intended to be created under this Agreement for the benefit of any third party
donee, creditor or incidental beneficiary of Pledgor.

7.6.Severability; Captions;
Counterparts; Facsimile Signatures

If
any provision of this Agreement is adjudicated to be invalid under applicable
laws or regulations, such provision shall be inapplicable to the extent of such
invalidity without affecting the validity or enforceability of the remainder of
this Agreement which shall be given effect so far as possible.  The captions in this Agreement are intended
for convenience and reference only and shall not affect the meaning or
interpretation of this Agreement.  The
Agreement may be executed in one or more counterparts (which taken together, as
applicable, shall constitute one and the same instrument) and by facsimile
transmission, which facsimile signatures shall be considered original executed
counterparts.  Each party to this
Agreement agrees that it will be bound by its own facsimile signature and that
it accepts the facsimile signature of each other party.

7.7.Survival

It
is the express intention and agreement of the parties hereto that all
obligations, covenants, agreements, representations, warranties, waivers and
indemnities made by Pledgor herein shall survive the execution, delivery and
termination of this Agreement until all Secured Obligations are performed in
full and indefeasibly paid in full in cash .

7.8.Governing Law; Jurisdiction;
Service of Process; Venue

This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of New York without giving effect to its choice of law
provisions.  Any judicial proceeding
against Pledgor with respect to the Secured Obligations, this Agreement or any
related agreement may be brought in any federal or state court of competent
jurisdiction located in the State of New York. Pledgor hereby (i) accepts the
non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be
bound by any judgment rendered thereby, (ii) waives personal service of
process, (iii) agrees that service of process upon it may be made by certified
or registered mail, return receipt requested, pursuant to Section 7.2
hereof, and (iv) waives any objection to jurisdiction and venue of any
action instituted

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hereunder and agrees not to
assert any defense based on lack of jurisdiction, venue or convenience.  Nothing shall affect the right of Secured
Party to serve process in any manner permitted by law or shall limit the right
of Secured Party to bring proceedings against Pledgor in the courts of any
other jurisdiction having jurisdiction.
Any judicial proceedings against Secured Party involving, directly or
indirectly, the Secured Obligations, this Agreement or any related agreement
shall be brought only in a federal or state court located in the State of New
York.  All parties acknowledge that they
participated in the negotiation and drafting of this Agreement and that,
accordingly, no party shall move or petition a court construing this Agreement
to construe it more stringently against one party than against any other.

7.9.
Indemnity

Pledgor
jointly and severally shall indemnify Secured Party, its affiliates and its and
their respective managers, members, officers, employees, affiliates, agents,
representatives, successors, assigns, accountants and attorneys (collectively,
the Indemnified Persons) from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses and disbursements of any kind or
nature whatsoever (including, without limitation, reasonable fees and
disbursements of counsel and in-house documentation and diligence fees and
legal expenses) which may be imposed on, incurred by or asserted against any
Indemnified Person with respect to or arising out of, or in any litigation,
proceeding or investigation instituted or conducted by any such person with
respect to any aspect of, or any transaction contemplated by or referred to in,
or any matter related to, this Agreement
whether or not such Indemnified Person is a party thereto, except to the
extent that any of the foregoing arises out of the gross negligence or willful
misconduct of such Indemnified Person.
If any Indemnified Person uses in-house counsel for any purpose for
which Pledgor is responsible to pay or indemnify, Pledgor expressly agrees that
its indemnification obligations include reasonable charges for such work
commensurate with the fees that would otherwise be charged by outside legal
counsel selected by such Indemnified Person in its sole discretion for the work
performed.  Secured Party agrees to give
Pledgor reasonable notice of any event of which Secured Party becomes aware for
which indemnification may be required under this Section 7.9, and
Secured Party may elect (but is not obligated) to direct the defense thereof,
provided that the selection of counsel shall be subject to Pledgors consent,
which consent shall not be unreasonably withheld or delayed.  Any Indemnified Person may, in its reasonable
discretion, take such actions as it deems necessary and appropriate to
investigate, defend or settle any event or take other remedial or corrective
actions with respect thereto as may be necessary for the protection of such
Indemnified Person or the Pledged Collateral.
Notwithstanding the foregoing, if any insurer agrees to undertake the
defense of an event (an Insured Event),
Secured Party agrees not to exercise its right to select counsel to defend the
event if that would cause Pledgors insurer to deny coverage; provided, however,
that Secured Party reserves the right to retain counsel to represent any
Indemnified Person with respect to an Insured Event at its sole cost and
expense.  To the extent that Secured
Party obtains recovery from a third party other than an Indemnified Person of
any of the amounts that Pledgor has paid to Secured Party pursuant to the
indemnity set forth in this Section 7.9, then Secured Party shall
promptly pay to Pledgor the amount of such recovery.

7.10.
Waiver of Notice; Waiver of Statute of Limitations; Defenses

Pledgor
hereby waives demand, presentment, protest, notice of dishonor or non-payment,
as well as all defenses with respect to any and all instruments, notice of
acceptance hereof, credit extended, collateral received or delivered, or any
other action taken by Secured Party in reliance hereon, and all other demands
and notices of any description, except such as are expressly provided for
herein.  The pleading of any statute of
limitations as a defense to any demand against Pledgor hereunder  is expressly waived by Pledgor.  Pledgor hereby waives any
and all defenses
and counterclaims it may have or could

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interpose in any action or procedure brought by
Secured Party to obtain an order of court recognizing the assignment of or
security interests and liens of Secured Party in and to the Pledged Collateral.

7.11.
Jury Waiver

EACH
PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF
ANY CLAIM OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.  EACH PARTY HEREBY AGREES AND CONSENTS THAT
ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF
THE PARTIES TO THE WAIVER OF THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY.

7.12.
Entire Agreement

This
Agreement constitutes the entire agreement between Pledgor and Secured Party
with respect to the subject matter hereof and thereof, and supersede all prior
agreements and understandings, if any, relating to the subject matter hereof or
thereof.  Any promises, representations,
warranties or guarantees not herein contained and hereinafter made shall have
no force and effect unless in writing signed by Pledgor and Secured Party.  No provision of this Agreement may be
changed, modified, amended, restated, waived, supplemented, discharged,
canceled or terminated orally or by any course of dealing or in any other
manner other than by an agreement in writing signed by Secured Party and
Pledgor.  Each party hereto acknowledges
that it has been advised by counsel in connection with the negotiation and
execution of this Agreement and is not relying upon oral representations or
statements inconsistent with the terms and provisions hereof.

7.13.
No Duty of Secured Party

Secured
Party shall have no responsibility for or obligation or duty with respect to
all or any part of the Pledged Collateral or any matter or proceeding arising
out of or relating thereto, including without limitation, any obligation or
duty to collect any sums due in respect thereof or to protect or preserve any
rights pertaining thereto.

[SIGNATURES APPEAR
ON THE FOLLOWING PAGE]

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IN
WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as
of the date first written above.

| |                                              
| | ---------------------------------------------
| | SUNSET
  HOLDINGS INTERNATIONAL, LTD.        
| |                                              
| | /s/ Todd Sanders                             
| |                                              
| | By: Todd Sanders                             
| | Title: Chairman & CEO                        
| |                                              
| | Address for Notices:                         
| |                                              
| | c/o Sunset Brands, Inc.                      
| | 10990 Wilshire Blvd., Suite 1220             
| | Los Angeles, CA 90024                        
| | Attention: President                         
| | Telephone: (310) 478-4600                    
| | FAX: (310) 478-4601                          
| |                                              
| | IBF
  FUND LIQUIDATING LLC                   
| |                                              
| | /s/ Arthur Steinburg                         
| |                                              
| | By: Arthur Steinburg                         
| | Title: Manager                               
| |                                              
| | Address for Notices:                         
| |                                              
| | IBF Fund Liquidating LLC                     
| | c/o Kaye Scholer LLP                         
| | 425 Park Avenue                              
| | New York, NY 10022                           
| | Attention: Arthur J. Steinberg, Esq., Manager
| | Telephone: (212) 836-8564                    
| | FAX: (212) 836-6157                          

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Stock Pledge Agreement

Schedule 1.1

|                    |                                   |                        |                                             
|------------------- | --------------------------------- | ---------------------- | --------------------------------------------
|Name of
  Entity    | Class or
  Series
  of Securities | Number of
  Securities | Certificate
  Representing
  Such Securities
|                    |                                   |                        |                                             
|SUNSET BRANDS, INC. | Common Stock                      | 1,800,000 shares       | 2116                                        
|                    |                                   |                        |                                             
|                    |                                   |                        |                                             
|                    |                                   |                        |                                             
|                   
|                   
|                   
|                   
|                   
|                   
|                   
|                   
|                   

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