COOLBRANDS INTERNATIONAL INC.

                          PROXY SOLICITED BY MANAGEMENT
            FOR USE AT THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
                       TO BE HELD ON FEBRUARY 27, 2006 AND
           FOR USE AT THE SPECIAL CONFIRMATORY MEETING OF SHAREHOLDERS
                          TO BE HELD ON MARCH 20, 2006

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 and special meeting of shareholders  (the
"Annual and Special Meeting") of the Corporation to be held on February 27, 2006
and at any adjournments or postponements thereof and at the special confirmatory
meeting of shareholders  (the  "Confirmatory  Meeting") of the Corporation to be
held on March 20, 2006 and at any adjournments or postponements thereof.

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

            (a)   VOTED FOR                [ ]

                  WITHHELD FROM VOTING     [ ]
                  in  respect of  the election  of directors  of  those  persons
                  named   in   the   Management  Information   Circular  of  the
                  Corporation dated January 13, 2006 (the "Circular").

            (b)   VOTED FOR                [ ]

                  WITHHELD FROM VOTING     [ ]
                  in respect of the appointment of BDO  Seidman,  LLP as auditor
                  for the  ensuing year and authorizing the directors to fix the
                  auditor's remuneration.

            (c)   VOTED FOR                [ ]

                  VOTE AGAINST             [ ]
                  the  approval  of  the  Continuance  Resolution,  set forth in
                  Schedule B to the Circular.

            (d)   VOTED FOR                [ ]

                  VOTE AGAINST             [ ]
                  the approval of  the  Share Capital Restructuring  Resolution,
                  set forth in Schedule D to the Circular.


            (e)   VOTED FOR                [ ]

                  VOTE AGAINST             [ ]
                  the  approval  of  the  Continuance  Confirmatory  Resolution,
                  set forth in Schedule C to the Circular

            (f)   VOTED FOR                [ ]

                  VOTE AGAINST             [ ]
                  the approval  of  the Share Capital  Confirmatory  Resolution,
                  set forth in Schedule E to the Circular.

                If no choice is  specified  with  respect to matters  identified
                above, the proxy will be voted "FOR" such matters.






                                      - 2 -

            If an amendment or variation to matters  identified in the Notice of
            Meeting  are   proposed  at  the  Annual  and  Special   Meeting  or
            Confirmatory Meeting or any adjournments or postponements thereof or
            if any other  matters  properly  come  before the Annual and Special
            Meeting or Confirmatory  Meeting 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  Annual and
            Special  Meeting  or  Confirmatory  Meeting or any  adjournments  or
            postponements thereof.

            The undersigned hereby revokes any proxy previously given:

            DATED the __________ day of __________, 2006.

                                        ________________________________________
                                        Name of Shareholder (Please Print)

                                        ________________________________________
                                        Signature of Shareholder

      DIRECTIONS:

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.

2.    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.

3.    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.

4.    This  proxy  form is to be  read  in  conjunction  with  the  accompanying
      Circular and Notice of Meeting.

5.    To be  effective  at the Annual and  Special  Meeting,  this proxy must be
      received no later than 5:00 p.m.  (Toronto  time) on February  24, 2006 at
      Equity  Transfer  Services  Inc.,  120 Adelaide  Street  West,  Suite 420,
      Toronto,  Ontario,  M5H 3V1 or by facsimile at  416-361-0470,  or with the
      Secretary of the  Corporation  at any time prior to the Annual and Special
      Meeting.

6.    To be effective at the Confirmatory  Meeting,  this proxy must be received
      no later  than  5:00  p.m.  (Toronto  time) on March  16,  2006 at  Equity
      Transfer  Services Inc.,  120 Adelaide  Street West,  Suite 420,  Toronto,
      Ontario, M5H 3V1 or by facsimile at 416-361-0470, or with the Secretary of
      the Corporation at any time prior to the Confirmatory Meeting.