NOTICE OF CHANGE OF AUDITOR

TO:         BDO Dunwoody LLP, Chartered Accountants

AND TO:     BDO Seidman, LLP, Certified Public Accountants

It is proposed  that  CoolBrands  International  Inc. (the  "Corporation")  will
change its  auditor  from BDO  Dunwoody  LLP,  Chartered  Accountants,  Toronto,
Ontario,  Canada (the "former  auditor") to BDO Seidman,  LLP,  Certified Public
Accountants,  Melville, New York, U.S.A. (the "successor auditor"), effective as
of  the  close  of  the  Annual  and  Special  Meeting  of  Shareholders  of the
Corporation  scheduled  to be held on February 27, 2006 (the "Annual and Special
Meeting").

The Audit Committee's  recommendation  for the change of auditor to the Board of
Directors was made as a result of several factors, including that in addition to
a majority of the  Corporation's  business  being located in the United  States,
during the past year the  Corporation  has changed its financial  reporting from
Canadian  generally  accepted  accounting  principles to United States generally
accepted  accounting  principles  and  has  divested  itself  of  the  franchise
division, the only significant Canadian-based operation of the Corporation.  The
Corporation  believes  that BDO  Seidman,  LLP is  therefore  able to serve  the
Corporation more efficiently from its office in Melville,  New York, U.S.A. than
BDO Dunwoody LLP in Toronto, Canada.

In  accordance  with  National   Instrument   51-102  -  Continuous   Disclosure
Obligations ("NI 51-102"), the Corporation reports that:

      1.    the former auditor has therefore  been  terminated as auditor of the
            Corporation effective the close of the Meeting;

      2.    the former  auditor  will not be  proposed  to  shareholders  at the
            Meeting for reappointment;

      3.    there  were no  reservations  in the  former  auditor's  reports  in
            connection with the audits of the two most recently completed fiscal
            years  and any  period  subsequent  to the most  recently  completed
            fiscal year for which an audit report was issued and  preceding  the
            date of expiry of the former auditor's term of office; and

      4.    there  are no  "reportable  events"  as such term is  defined  in NI
            51-102.

The change of auditor and the  recommendation  to appoint the successor  auditor
was  approved  by  the  audit  committee  and  the  board  of  directors  of the
Corporation.

      DATED this 11th day of January, 2006.

      ON BEHALF OF THE BOARD OF DIRECTORS

/s/ David Stein
------------------------------
David Stein
President and Chief Executive Officer





[IBDO LOGO]          BDO Seidman, LLP                  330 Madison Avenue
                     Accountants and Consultants       New York, New York 10017
                                                       Telephone: (212) 885-8000
                                                       Fax: (212) 697-1299

January 11, 2006

Ontario Securities Commission
British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Financial Services Commission
Manitoba Securities Commission
Autorite des marches financiers
 - L'Agence nationale d'encadrement du secteur financier
Office of the Administrator, New Brunswick
Nova Scotia Securities Commission
Registrar of Securities, Prince Edward Island
Securities Commission of Newfoundland and Labrador

Dear Sirs/Mesdames:

Re: CoolBrands International Inc. - Change of Auditor

Pursuant to National Instrument 51-102 - Continuous Disclosure Obligations, we
have reviewed the information contained in the Notice of Change of Auditor of
CoolBrands International Inc. dated January 11, 2006 (the "Notice") and, based
on our knowledge of such information at this time, we agree with the statements
made in the Notice as it pertains to our being proposed as the new auditors
effective as of the close of the Annual and Special Meeting of Shareholders,
scheduled to be held on February 27, 2006.

Yours very truly,

/s/ BDO Seidman, LLP

Certified Public Accountants
Melville, New York





[IBDO LOGO]           BDO Dunwoody LLP            Royal Bank Plaza
                      Chartered Accountants       P.O. Box 32
                      and Advisors                Toronto Ontario Canada M5J 2J8
                                                  Telephone: (416) 865-0200
                                                  Telefax: (416) 865-0887

                                                  www.bdo.ca

January 11, 2006

Ontario Securities Commission
British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Financial Services Commission
Manitoba Securities Commission
Autorite des marches financiers
 - L'Agence nationale d'encadrement du secteur financier
Office of the Administrator, New Brunswick
Nova Scotia Securities Commission
Registrar of Securities, Prince Edward Island
Securities Commission of Newfoundland and Labrador

Dear Sirs/Mesdames:

Re: CoolBrands International Inc. - Change of Auditor

Pursuant to National Instrument 51-102 - Continuous Disclosure  Obligations,  we
have  reviewed the  information  contained in the Notice of Change of Auditor of
CoolBrands  International  Inc. dated January 11, 2006 (the "Notice") and, based
on our knowledge of such  information at this time, we agree with the statements
made in the Notice.

Yours very truly,

/s/ BDO Dunwoody LLP

Chartered Accountants
Toronto, Ontario

    BDO Dunwoody LLP is a Limited Liability Partnership registered in Ontario