ASSIGNMENT OF
CONTRACT AS COLLATERAL SECURITY

ASSIGNMENT
OF CONTRACT AS COLLATERAL SECURITY (this Assignment), dated as of
November 10, 2005 between SUNSET HOLDINGS INTERNATIONAL, LTD., a Delaware
corporation (the Assignor), and IBF Fund Liquidating LLC, a Delaware
limited liability company (IBF).

WHEREAS,
IBF is party to 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),
IBF and USM Acquisition Sub, Inc., pursuant to which Sunset shall acquire US
Mills by merger (the Acquisition).

WHEREAS,
in connection with the Acquisition Agreement, Sunset issued in favor of IBF
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 Assignor and IBF, Assignor shall (i) purchase from IBF
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,
Assignor is a shareholder of Sunset and will receive substantial benefit from
IBF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. IBF 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 Assignor execute and deliver this
Assignment to secure Assignors full, complete and punctual observance and
performance of the Secured Obligations (as defined below).

Accordingly,
the Assignor and IBF hereby agree as follows:

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1.
As security for the per­formance and payment in full of the Put Obligations and
the payment of all amounts due hereunder and under the Put Agreement and under
the Stock Pledge Agreement dated as of the date hereof (as amended,
supplemented or modified from time to time, the
Pledge Agreement) between Assignor and IBF (collectively, the Secured
Obligations), Assignor hereby collaterally assigns, transfers, grants,
bargains, sells, conveys, hypothecates, pledges, sets over, endorses over, and
delivers unto IBF, and grants to IBF a security interest in, all right, title
and interest of the Assignor in and to, all benefits of the Assignor under, and
all monies due or to become due to the Assignor under or in connection with
Last-Out Participation Agreement dated as of the date hereof (as amended,
supplemented or modified from time to time in accordance with Section 2(b)(ii)
hereof, the Participation Agreement) between CapitalSource Finance
LLC, a Delaware limited liability company and Assignor.

2.  The Assignor further agrees, represents and
warrants that:

(a)
The chief executive office of Assignor and
the office where Assignor keeps its books and records are at the address set
forth under Assignor's signature below.
The Assignor will not change its chief executive office or the office
where its books and records are kept unless all filings under the Uniform
Commercial Code or otherwise which are required by this Assignment to be made
have been made and IBF has a valid, legal and perfected first priority security
interest in the collateral covered by this Assignment.  IBF, in its discretion, may file or record
this Assignment.

(b)
(i) The Participation Agreement is in full force and effect and is valid and
enforceable in accordance with its terms, and no default or event of default
has occurred and is continuing thereunder; (ii) Assignor will not, and will not
permit any other party thereto to, modify, amend, alter, change, cancel or
terminate the Participation Agreement without the prior written consent of IBF;
and (iii) Assignor will keep and perform the obligations to be kept and
performed by it under the Participation Agreement and will do all things
necessary and proper to keep the Participation Agreement in full force and
effect.

(c)
Assignor has the right, power and authority
to assign its right, title and interest in and to the Participation Agreement
to IBF.  Assignor's right, title and
interest in the Participation Agreement is owned by Assignor free and clear of
all Liens of every nature whatsoever, except in favor of IBF.  Assignor will not sell, transfer, assign,
pledge or grant a security interest in the Participation Agreement to any
person other than IBF, any such sale, transfer, assignment, mortgage, pledge or
encumbrance without IBF's prior written consent being void and of no force and
effect.

(d)
  Assignor specifically acknowledges and agrees that IBF does not assume, and
  shall have no responsibility for, the payment of any sums due or to become due
  under the Participation Agreement or the performance of any obligations

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to be performed under or with respect to the Participation Agreement
  by the Assignor, and the Assignor hereby agrees to indemnify and hold IBF harmless
  with respect to any and all claims by any person relating thereto.

(e)
If, at any time the Assignor shall fail to
punctually perform its obligations under the Participation Agreement or pay any
amounts due and payable hereunder or thereunder (each such time, an Event
of Default) or there shall be a default or event of default under the
Participation Agreement on the part of the Assignor, for any reason, IBF may,
at its option, without assuming any of the obligations of the Assignor under
such Agreement and without waiving or releasing the Assignor from any of the
terms hereof or any of the Secured Obligations, cure such default or event of
default, and the cost of curing the same (and all necessary and incidental
costs and expenses of IBF in connection therewith, including, but not limited
to, reasonable counsel fees), with interest at rate of interest quoted in the
Wall Street Journal, Money Rates Section as the prime rate as in effect from
time to time plus 4% per annum from the time of the advance or advances
therefor, shall be deemed an advance to Assignor and secured by this Assignment
and shall be due and payable by the Assignor to IBF immediately upon IBFs
demand.

(f)
Upon the occurrence and during the
continuance of an Event of Default, in addition to all other rights and
remedies of IBF pursuant to any agreements of Assignor in favor of or assigned
to and held by IBF or pursuant to applicable law or otherwise, IBF or its
successor or designee shall have all rights and benefits under the
Participation Agreement, including, without limitation, any and all rights to
indemnification and guarantee, without modifying or discharging any of the
Secured Obligations.  Upon the occurrence
and during the continuance of an Event of Default, Assignor agrees to execute
any and all documents requested by IBF in its reasonable discretion to enable
IBF to exercise all of the rights of Assignor under the Participation
Agreement.  The specified remedies to
which IBF may resort under the terms of this Assignment are cumulative and are
not intended to be exclusive of any other remedies or means of redress to which
IBF may be lawfully entitled in case of any breach or threatened breach by the Assignor
of any provision hereof or of any of the Secured Obligations.  Nothing contained in this Assignment and no
act or action taken or done by IBF pursuant to the powers and rights granted it
hereunder or under any instrument collateral hereto shall be deemed to be a
waiver by IBF of any of its rights and remedies against the Assignor in
connection with, or in respect of, any of the Secured Obligations of the
Assignor to IBF.  The right of IBF to
enforce any security and collateral held by it may be exercised by IBF either
prior to, simultaneously with, or subsequent to any action taken by IBF
hereunder.

(g)
  Intentionally Omitted.

(h)
  Upon the occurrence and during the continuance of an Event of Default, IBF may,
  in its discretion, (i) in its name or Assignor's or otherwise, notify the obligor

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under the Participation
Agreement to make payment to IBF of all amounts due or to become due under such
the Participation Agreement and (ii) demand, sue for, collect or receive any
money or property at any time payable or receivable on account of or in
exchange for the Participation Agreement, or, with respect to payments which
have become due and payable under the Participation Agreement, make any
compromise or settlement deemed desirable by IBF.

(i)
 All rights of IBF hereunder and all
obligations of the Assignor hereunder, shall be absolute and unconditional
irrespective of (i) any lack of validity or enforceability of the Put
Agreement, the Convertible Debentures or any other agreement with respect to
any of the Secured Obligations or any other agreement or instrument relating to
any of the foregoing, (ii) any amendment or waiver of or consent to any
departure from the Put Agreement or the Convertible Debentures, or any other
agreement or instrument, (iii) any exchange, release or nonperfection of any
other collateral, or any release or amendment or waiver of or consent to or
departure from any guarantee, for all or any of the Secured Obligations, or
(iv) any other circumstance which might otherwise constitute a defense
available to, or discharge of, the Assignor, any of its affiliates or any other
obligor in respect of the Secured Obligations or in respect of this Assignment.

(j)
No failure on the part of IBF to exercise,
and no delay in exercising, any right, power or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such
right, power or remedy by IBF preclude any other or further exercise thereof or
the exercise of any other right, power or remedy.  All remedies hereunder are cumulative and are not exclusive of
any other remedies provided by law.   IBF
shall not be deemed to have waived any rights hereunder or under any other agreement
or instrument unless such waiver shall be in writing and signed by such
parties.

(k)
Upon the occurrence and continuation of an Event of Default, the Assignor
hereby appoints IBF its attorney-in-fact solely for the purpose of carrying out
the provisions of this Assignment and taking any action and executing any
instrument which IBF may deem necessary or advisable to accomplish the purposes
hereof, which appointment is irrevocable and coupled with an interest.

(l)
  The Assignor shall pay to IBF within thirty (30) days after receipt of a written
  invoice with a general description of such costs, expenses, and advances, all
  reasonable out-of-pocket costs, expenses and advances that IBF pays or incurs
  in connection with (i) the administration of this Assignment, (ii) the
  exercise or enforcement of any of the rights of IBF hereunder,
  or (iii) the failure by Assignor to perform or observe any of the provisions
  hereof. In addition, the Assignor indemnifies and holds IBF harmless from and
  against any and all liability incurred by IBF hereunder or in connection herewith,
  unless such liability shall be due to the gross negligence or willful misconduct
  of IBF. Any such amounts payable as provided hereunder or

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thereunder shall be additional
  Secured Obligations secured hereby and by the Pledge Agreement.

(m)
This Assignment, and the terms, covenants
and conditions hereof, shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, except that the
Assignor shall not be permitted to assign this Assignment or any interest
herein without the prior written consent of IBF.

(n)
 THIS ASSIGNMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO
THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER,
OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY
THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

(o)
All communications and notices hereunder shall be in writing and given as
provided in the Put Agreement.

(p)
In case any one or more of the provisions
contained in this Assignment should be invalid, illegal or unenforceable the
remaining provisions contained herein shall not in any way be affected or
impaired.

(q)
This Assignment may be executed in two or
more counterparts, each of which shall constitute an original, but all of
which, when taken together, shall constitute but one instrument.  This Assignment shall be effective when a
counterpart which bears the signature of the Assignor shall have been delivered
to IBF.

(r) This Assignment shall terminate when all the Secured Obligations have been
fully performed and all amounts due hereunder, under the Pledge Agreement and
under the Put Agreement have been indefeasibly paid in full in cash, at which
time IBF shall execute and deliver to the Assignor all Uniform Commercial Code
termination statements and similar documents which the Assignor shall
reasonably request to evidence such termination; provided, however,
that all indemnities of the Assignor contained in this Assignment shall
survive, and remain operative and in full force and effect regardless of, the
termination of this Assignment.

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IN
WITNESS WHEREOF, the undersigned has caused this Assignment to be executed as
of the day and year first above written.

| |                                                                              
| | -----------------------------------------------------------------------------
| | SUNSET
  HOLDINGS INTERNATIONAL, LTD., 
  a Delaware corporation, as Assignor
| |                                                                              
| | By: /s/ Todd Sanders                                                         
| |                                                                              
| | Name: Todd Sanders                                                           
| | Title: Chairman & CEO                                                        
| |                                                                              
| | Address:                                                                     
| |                                                                              
| | Sunset
  Holdings International, Ltd.                                        
| | 10990
  Wilshire Blvd.                                                       
| | Suite 1220                                                                   
| | Los Angeles,
  CA 90024                                                      
| | Attention:  President                                                        
| | Telephone:  (310) 478-4600                                                   
| | Facsimile:  (310) 478-4601                                                   
| |                                                                              
| | IBF FUND
  LIQUIDATING LLC                                                   
| |                                                                              
| | By /s/ Arthur J. Steinberg                                                   
| |                                                                              
| | Name: Arthur J. Steinberg                                                    
| | Title: Manager                                                               
| |                                                                              
| | IBF Fund
  Liquidating LLC                                                   
| | c/o Kaye
  Scholer LLP                                                       
| | 425 Park
  Avenue                                                            
| | New York,
  New York  10022                                                  
| | Attention: Arthur J. Steinberg, Esq., Manager                                
| | Facsimile: (212) 836- 6157                                                   

Assignment of Contract as Collateral Security
Signature Page

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CONSENT TO ASSIGNMENT

CAPITALSOURCE
FINANCE LLC (CSF), as seller under the Last-Out Participation
Agreement (the Participation Agreement), dated as of November 10,
2005 between the Assignor, as participant and CSF, as seller, hereby approves
and consents to the foregoing Assignment by Sunset Holdings International, Ltd.
(the Assignor) through which Assignor granted a collateral assignment
and security interest in its right, title and interest in and to, and benefits
under the Participation Agreement to IBF Fund Liquidating LLC (IBF).  CSF agrees that all right, title and
interest of Assignor in and to, and benefits under, the Participation
Agreement, shall inure to the benefit of IBF within five (5) Business Days
after CSF receives written notice (a Default Notice) from IBF that an
Event of Default (as defined in the foregoing Assignment) has occurred and that
IBF has exercised its rights under Section 2(f) of the foregoing
Assignment.  This Consent is effective
upon the execution by Assignor and IBF of the Agreements below.

Date:  November 10, 2005

| |                          
| | -------------------------
| | CAPITALSOURCE FINANCE LLC
| |                          
| | By: /s/ Stephen M. Klein 
| |                          
| | Name: Stephen M. Klein   
| | Title: Managing Director 

ASSIGNOR AGREEMENT

Assignor
acknowledges and agrees that CSF is hereby authorized to recognize IBFs claims
to rights of a Participant under the Participation Agreement upon CSFs receipt
of a Default Notice (as defined above) without CSF investigating any reason for
such action taken by IBF or the existence of any Event of Default.  After CSFs receipt of a Default Notice, CSF
is directed to pay all sums payable by CSF to Assignor under the Participation
Agreement to IBF in accordance with IBFs written instructions to Assignor and
CSF shall be discharged from any further obligations to Assignor for any such
sums paid to IBF.  Assignor hereby
agrees to indemnify and hold harmless CSF against any losses, costs and
expenses that may arise by virtue of any sums paid by CSF to IBF in accordance with
the foregoing Assignment and this Assignor Agreement.

SUNSET
HOLDINGS INTERNATIONAL, LTD.

|                     |                         | 
|-------------------- | ----------------------- | 
|By: /s/ Todd Sanders |                        
|                     |                        
|Name:                | Todd Sanders            | 
|Title:               | Chief Executive Officer | 

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IBF AGREEMENT

IBF agrees to
execute and deliver to CSF, prior to IBF receiving any payments under the
Participation Agreement, a written acknowledgment and joinder acknowledging
that IBF is a party to the Participation Agreement as a Participant and shall
be bound by all of the terms and conditions of the Participation Agreement.
Notwithstanding the failure to execute or deliver any such agreement, IBF shall
be bound by all of the terms and conditions of the Participation Agreement as a
Participant.

IBF FUND
LIQUIDATING LLC

|                         |                  | 
|------------------------ | ---------------- | 
|By: /s/ Arthur Steinberg |                 
|                         |                 
|Name:                    | Arthur Steinberg | 
|Title:                   | Manager          | 

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