EXHIBIT 99.3

                          COOLBRANDS INTERNATIONAL INC.


     AMENDED PROXY SOLICITED BY MANAGEMENT FOR USE AT THE ANNUAL MEETING OF
    SHAREHOLDERS TO BE HELD ON FEBRUARY 25, 2005 AND THE CONFIRMATORY MEETING
                  OF SHAREHOLDERS TO BE HELD ON MARCH 11, 2005

         The undersigned shareholder of COOLBRANDS INTERNATIONAL INC. (the
"Corporation") hereby appoints Michael Serruya, Co-Chairman of the Corporation,
or failing him, Aaron Serruya, a director of the Corporation, or in lieu of the
foregoing                     as nominee of the undersigned to attend, act and
vote for the undersigned at the annual meeting of shareholders of the
Corporation to be held on February 25, 2005 and at any adjournments or
postponements thereof, as well as (with respect to item (a) only), the
confirmatory meeting of shareholders to be held on March 11, 2005 and at
any adjournments or postponements thereof (each a "meeting").

         The undersigned specifies that all of the voting shares owned by him
and represented by this form of proxy shall be:

              (a)      VOTED FOR                 [ ]

                       VOTED AGAINST             [ ]
                       in respect of the special resolution attached as Exhibit
                       "A" to the Amendment to Management Information Circular
                       and Notice of Meeting dated February 16, 2005

              (b)      VOTED FOR                 [ ]

                       WITHHELD FROM VOTING      [ ]
                       in respect of the election as directors of those persons
                       listed below; Robert E. Baker, Joseph Binder, Beth L.
                       Bronner, Romeo DeGasperis, Aaron Serruya, Michael
                       Serruya, David M. Smith, Joshua Sosland, David J. Stein

              (c)      VOTED FOR                 [ ]

                       WITHHELD FROM VOTING      [ ]
                       in respect of the appointment of BDO Dunwoody LLP as
                       auditor and authorizing the directors to fix the
                       auditor's remuneration;

              (d)      VOTED at the discretion of the proxy nominee on any other
                       matters as may be properly come before the meeting or any
                       adjournments or postponements thereof;

                  If an amendment or variation to matters identified in the
                  notice of meeting are proposed at the meetings or any
                  adjournments or postponements thereof or if any other matters
                  properly come before the meetings or any adjournment or
                  postponements thereof, this proxy confers discretionary
                  authority to vote on such amendments or variations or on such
                  other matters according to the best judgment of the person
                  voting the proxy at the meetings or any adjournments or
                  postponements thereof.

                  This proxy is solicited on behalf of the management of the
                  Corporation. A shareholder has the right to appoint a person
                  to represent him and to attend and act for him on his behalf
                  at the meeting other than the nominees designated above and
                  may exercise such right by inserting the name of his nominee
                  in the space provided above for that purpose.

                  The undersigned hereby revokes any proxy previously given:

                  DATED the ______________ day of __________________ , 2005.


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                       Name of Shareholder (Please Print)

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                       Signature of Shareholder









         NOTES:

1.       The shares represented by this proxy will be voted or withheld from
         voting on any ballot that may be called in accordance with the
         foregoing directions and, if the shareholder specifies a choice with
         respect to any matter to be acted upon, the shares will be voted
         accordingly. In the event that no specification has been made with
         respect to voting or withholding from voting in respect of the election
         of directors, or the appointment of the auditor and the authorization
         of the directors to fix the remuneration of the auditor, the proxy
         nominees are instructed to vote the shares represented by this proxy in
         favour of such matters.

2.       This proxy form must be signed and dated by the shareholder or his
         attorney authorized in writing, or, if the shareholder is a
         corporation, by any officer or attorney thereof duly authorized. If the
         proxy form is not dated in the space provided it is deemed to bear the
         date on which it is mailed to the Corporation.

3.       Properly executed forms of proxy must be received before 5:00p.m.
         (Toronto time) on February 24, 2005 by Equity Transfer Services Inc.,
         120 Adelaide Street West, Suite 420, Toronto, Ontario, M5H 3V1 or by
         facsimile at 416-361-0470, or by the close of business on the business
         day preceding the day of the meetings or any adjourned or postponed
         meetings thereof (excluding Saturdays, Sundays and holidays). Proxies
         received following the meeting to be held on February 25, 2005, and
         prior to 5:00 p.m. (Toronto time) on the business day prior to the
         March 11, 2005 confirmatory meeting will be voted at the confirmatory
         meeting to be held on March 11, 2005 with respect to item (a) set forth
         in this form of proxy.