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Exhibit 1

ANNUAL INFORMATION FORM

COOLBRANDS INTERNATIONAL INC.

Fiscal Year Ended August 31, 2003

January 13, 2004

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TABLE OF CONTENTS

ITEM 1: CORPORATE STRUCTURE.............................................. 1

ITEM 2: GENERAL DEVELOPMENT OF THE BUSINESS.............................. 2

ITEM 3: NARRATIVE DESCRIPTION OF THE BUSINESS............................ 5

ITEM 4: SELECTED CONSOLIDATED FINANCIAL INFORMATION...................... 16

ITEM 5: MANAGEMENT DISCUSSION AND ANALYSIS............................... 18

ITEM 6: MARKET FOR SECURITIES............................................ 18

ITEM 7: DIRECTORS AND OFFICERS........................................... 18

ITEM 8: ADDITIONAL INFORMATION........................................... 22

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ITEM 1: CORPORATE STRUCTURE

The Corporation was formed under the Business Corporations Act (Ontario) by
articles of amalgamation dated September 7, 1994 under the name Yogen Fruz
World-Wide Inc. On March 18, 1998, the Corporation was continued under the
Companies Act (Nova Scotia) and reorganized its share capital to provide for
multiple voting shares and subordinate voting shares. On March 15, 2000, the
Corporation amended its articles to change its name to CoolBrands International
Inc. ("CoolBrands" or the "Corporation"). The principal office of the
Corporation is located at 8300 Woodbine Avenue, 5th Floor, Markham, Ontario, L3R
9Y7. The registered address of the Corporation is Suite 800, 1959 Upper Water
Street, Halifax, Nova Scotia, Canada, B3J 2X2.

Corporate Chart

The following chart illustrates all of the principal wholly-owned
subsidiaries and other entities of the Corporation, their jurisdiction of
incorporation and the percentage ownership by the Corporation of the voting and
non-voting securities of each subsidiary or other entity.

COOLBRANDS INTERNATIONAL INC.
(Nova Scotia)

100% 100% 100%
INTEGRATED YOGEN FRUZ YOGEN FRUZ
BRANDS INC. CANADA INC. ACQUISITIONS INC.
(New Jersey) (Ontario) (Nevada)

100%
KAYLA FOODS INT'L
(Barbados) INC.
(Barbados)

50.1% 100% 100%
AMERICANA FOODS LP ESKIMO PIE FROZEN ESKIMO PIE
(Texas) DISTRIBUTION INC. CORPORATION
(Delaware) (Virgina)

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ITEM 2: GENERAL DEVELOPMENT OF THE BUSINESS

The Corporation markets Dreamery'r' Ice Cream, Whole Fruit'TM' Sorbet,
Eskimo Pie'r', Chipwich'r' and Fruit-A-Freeze'r' branded frozen novelties and
frozen dessert products. Eskimo Pie'r' created the frozen novelty industry in
1921 when founder, Christian K. Nelson, invented the chocolate-coated ice cream
bar. Today, 80 years later, Eskimo Pie'r' remains one of the best-known and most
widely distributed of all frozen novelty brands. The Corporation also markets a
broad range of ice cream, frozen novelties and frozen dessert products under the
Atkins'r', Godiva'r', Tropicana'r', Welch's'r', Weight Watchers'r' Smart
Ones'r', Betty Crocker'r', Trix'r', Yoplait'r' and Colombo'r' brand names,
pursuant to long-term licensing agreements. The Corporation distributes a wide
variety of ice cream and frozen dessert products through Eskimo Pie Frozen
Distribution for itself and numerous other ice cream brands, including Nestle,
Dreyer's, Edy's, Haagen-Dazs, Friendly's and Carvel. The Corporation
manufactures soft serve yogurt and ice cream mixes, a wide variety of hard pack
ice cream, frozen dessert novelties and dairy mixes for the foodservice channel
at Americana's Dallas, Texas production facility. The Corporation produces soft
serve frozen yogurt and ice cream mixes at its production facility in
Russellville, Arkansas. Eskimo Pie'r' Foodservice is a leading manufacturer and
supplier of premium soft serve ice cream, frozen yogurt, custard and smoothies
to the foodservice industry. The Corporation also manufactures and sells a full
line of quality flavours, chocolate coatings, fudge sauces, powders for
chocolate milk, egg nog bases and other ingredients and flexible packaging
products for use in private label dairy products in addition to the
Corporation's brands. The Corporation is the world's largest franchisor and
licensor of stores and other locations serving primarily frozen yogurt. As of
August 31, 2003, the Corporation had franchise operations and strategic
partnerships in approximately 80 countries. The Corporation franchises and
licenses a Family of Brands under the names Yogen Fruz'r', I Can't Believe It's
Yogurt'r', Bresler's'r' Ice Cream and Premium Frozen Yogurt, Swensen's'r' Ice
Cream, Ice Cream Churn'r', Paradise'r', Golden Swirl'r' and certain other names.
The Corporation also franchises and licenses gourmet coffee shop outlets in 22
countries under the name Java Coast'r' Fine Coffees.

The predecessor of the Corporation commenced operations in August 1986 with
the opening of the first Yogen Fruz'r' store in Vaughan, Ontario. The store
served yogurt as a frozen dessert under a unique concept pursuant to which
individually packaged portions of frozen yogurt were blended with fresh frozen
fruit in front of the customer. The Yogen Fruz'r' concept was developed by the
Corporation's founders, Michael Serruya, Co-Chairman of the Board of the
Corporation, and his brother, Aaron Serruya, Executive Vice-President of the
Corporation.

The first Yogen Fruz'r' store experienced immediate success, prompting the
Corporation to commence a franchising program. The first franchised Yogen
Fruz'r' store opened in London, Ontario in August 1987 with an additional 62
stores opening in Canada over the next four years. The expansion of the
Corporation's operations was further accelerated by the establishment of an
international master franchise program in June 1991, when a regional franchise
was granted in Latin America.

The Corporation's operations have been significantly expanded through a
series of strategic acquisitions and through the development of strategic
partnerships. In June 1991, Yogen Fruz Canada Inc., a subsidiary of the
Corporation through which all of the Corporation's operations were then carried
on, acquired its largest competitor in Canada, Yogurty's Yogurt Discovery, from
Silcorp Limited. Strategic partnerships were recently established by the
Corporation with National Amusements Inc. and Wal-Mart Stores Inc. in the United
States, Tricon Global Restaurants (Canada) Inc. in Ontario, Canada and
internationally by master franchisees with such chains as Dunkin Donuts,
Kentucky Fried Chicken, KLM Dutch Airlines and Esso. In July 1995, the
Corporation completed the acquisition of Bresler's Industries, Inc., an
established U.S. franchisor and licensor of ice cream and frozen yogurt outlets.
In March 1996, the Corporation completed the acquisition of I Can't Believe Its
Yogurt, then the second largest franchisor and licensor of frozen yogurt outlets
in the United States and a significant franchisor of frozen yogurt outlets
outside North America. In June 1997, the

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Corporation completed the acquisition of Golden Swirl Frozen Yogurt Inc. and GS
Associates Inc., the sole partners of Golden Swirl Management Company, an owner
and operator of a chain of frozen yogurt stores in Utah, California, Nevada, and
Arizona under the name Golden Swirl. In January 1998, the Corporation acquired
the business of U.S.-based Ice Cream Churn Inc. and Ice Cream Churn Enterprises,
which have the right to operate outlets in Wal-Mart Stores Inc. stores. In March
1998, the Corporation acquired Integrated Brands Inc. ("Integrated Brands")
which markets, sells and distributes Godiva'r' ice cream, Atkins'r' Endulge'TM'
super premium ice cream products, Tropicana'r' frozen desserts, as well as a
variety of other branded frozen dessert products under the Betty Crocker'r',
Yoplait'r', Colombo'r', Trix'r' and Lucky Charms'r' brand names pursuant to
long-term exclusive license agreements. Integrated Brands, directly and through
subsidiaries, also operates, franchises and licenses Swensen's'r' Ice Cream,
Steve's'r' Ice Cream and triple trademark frozen dessert stores throughout the
United States and certain foreign countries. In May 1999, the Corporation
acquired specific assets of Greater Pacific Foods, Inc., including the Honey
Hill Farms trademarks. The Honey Hill Farms business consists of marketing and
distributing Honey Hill Farms soft serve frozen yogurt and ice cream mixes to
outlets located primarily in the western United States.

Early in fiscal 1999, the Corporation began to explore the opportunity to
invest in Eskimo Pie Corporation ("Eskimo Pie") in order to benefit from Eskimo
Pie's strong brand names and U.S. based manufacturing facilities. On October 6,
2000, the acquisition of Eskimo Pie was completed by purchasing the 2.9 million
shares not owned by the Corporation for U.S.$10.25 a share or U.S.$29.7 million.
Integrated Brands Inc. borrowed U.S.$30 million to finance the acquisition.

Eskimo Pie created the frozen novelty industry in 1921 with the invention
of the Eskimo Pie ice cream bar. Eskimo Pie's strengths include national brand
recognition, quality products and the management of complex sales and
distribution networks. Eskimo Pie's growth has come primarily as a result of the
development and introduction of Eskimo Pie brand frozen dessert products, the
development and marketing of frozen dessert products under the licensing of
other well-known national brands and the use of a select group of
quality-oriented manufacturers who provide a cost effective means to manufacture
products. Integrated Brands then markets, sells and distributes the products.
Today, Integrated Brands markets a broad range of frozen novelties, ice cream
and sorbet products under the Eskimo Pie, Welch's and Weight Watchers Smart Ones
brand names. The Corporation engages in product/concept development, and
advertising and sales promotion expense generally includes trade promotion and
introductory costs, price-off and feature price promotions, regional consumer
promotion, couponing and other trial purchase generating programs.

Certain key ingredients (such as chocolate coatings and powders) and
wrappers used in the manufacture of Eskimo Pie and other licensed frozen
novelties and ice cream products are produced at the Corporation's owned
facilities located in New Berlin, Wisconsin and Bloomfield, New Jersey. In
addition to products manufactured for use in its business, the Corporation sells
various other ingredients to the dairy industry produced at its New Berlin,
Wisconsin facility. This business involves blending, cooking and processing
basic flavours and fruits to produce products which subsequently are used by
customers to flavour frozen desserts, ice cream novelties and fluid dairy
products. The Corporation also manufactures flexible packaging, such as private
label ice cream novelty wraps, at its Bloomfield, New Jersey plant. These
products are sold to the dairy industry, including many of the Corporation's
manufacturers.

The Corporation also manufactures soft serve yogurt and premium ice cream
mixes in a leased facility in Russelville, Arkansas. Soft serve mix is sold
under the Eskimo Pie brand name to broad-line foodservice distributors, yogurt
shops and other foodservice establishments which, in turn, sell soft serve ice
cream and yogurt products to consumers. The sale of soft serve yogurt and ice
cream mixes, is managed by a separate sales force working within Eskimo Pie's
wholly-owned subsidiary, Sugar Creek Foods, Inc.

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Effective July 1, 2003, the Corporation acquired the general partner
interest and a majority of the total partnership interest in Americana Foods LP.
Americana Foods is one of the largest and most versatile frozen dessert
manufacturing facilities in the U.S. and currently supplies a wide variety of
soft serve mixes, packaged ice cream, frozen yogurt and sorbet products and
frozen novelties for the Corporation and to well known national retailers, food
companies and restaurant chains, including Sam's Club, TCBY Enterprises and
Silhouette. Americana Foods also manufacturers and sells products for the
foodservice channel such as dairy mixes for preparing mashed potatoes which are
extensively used to standardize quality and reduce labor costs in on-site food
preparation. Americana Foods strengthens CoolBrands ability to support its
brands with state of the art manufacturing, product innovation and quality
assurance.

On July 7, 2003, the Corporation acquired the Dreamery'r' ice cream and
Whole Fruit'TM' sorbet brands from Dreyer's Grand Ice Cream, as well as the
rights to the license for the Godiva'r' ice cream brand, which was assigned by
Dreyer's. The acquisition of these ice cream brands give the Corporation
significant share in the packaged ice cream segment, complimenting the
Corporation's strong position in the frozen novelty segment. In this
transaction, the Corporation also acquired substantially the entire Haagen-Dazs
Ice Cream distribution system in the U.S. from Nestle, including distribution
assets in the States of Washington, Oregon, Florida, California, Pennsylvania,
New Jersey, Utah, Minnesota, Maryland, and The District of Columbia. The
acquisition of the Haagen-Dazs distribution assets from Nestle enhances the
Corporation's ability to drive downstream distribution of its products in all
channels.

Effective September 26, 2003 CoolBrands International began initial
shipments of its line of Atkins Endulge'TM' super premium ice cream products to
U.S. retailers. The products have been accepted and will ship through
CoolBrands' distribuition system into customers such as Kroger, Wal-Mart,
Albertson's, Publix, ShopRite and other major U.S. retail chains. Atkins
Endulge'TM' super premium ice cream products will also be available in Natural
Food Stores along with the balance of the Atkins food line through major natural
foods distributors such as UNFI and Tree of Life. CoolBrands manufactures,
distributes and markets Atkins Endulge'TM' under license from Atkins
Nutritionals, Inc. Atkins Endulge'TM' is rich, creamy, super premium ice cream
with no sugar added to control carbohydrates, marketed in a variety of flavors
in pint-size containers, ice cream bars, fudge bars, and other frozen snacks. At
four or fewer Net Carbs (carbohydrates that affect blood sugar) per serving,
Atkins Endulge'TM' has up to 85% fewer Net Carbs than other super premium
brands. The Company expects full distribution by December 2003 and our national
DSD distribution system has been critical in achieving unprecedented speed to
market, demonstrating CoolBrands' successuful integration of the DSD system
acquired from Nestle, as well as the power of this system to drive future
growth.

Concurrently with the acquisition in March 1998 of Integrated Brands,
CoolBrands continued under the laws of Nova Scotia and reorganized its share
capital. As a result, the share capital of CoolBrands consists of Multiple
Voting Shares (10 votes per share) and Subordinate Voting Shares (1 vote per
share). The Subordinate Voting Shares trade on The Toronto Stock Exchange under
the symbol "COB.A".

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ITEM 3: NARRATIVE DESCRIPTION OF THE BUSINESS

Overview

CoolBrands International is a leader in the consumer products and
franchising segments of the frozen dessert industry, marketing a diverse range
of frozen dessert products under nationally and internationally recognized brand
names. CoolBrands is the pre-eminent company in the fast-growing "Better for
You" ice cream category with offerings such as fat free, non-dairy Whole
Fruit'TM' Sorbet, Weight Watchers'r' Smart Ones'r' low-fat and fat-free frozen
desserts and new Atkins'r' Endulge'TM' controlled carbohydrate super premium ice
cream. CoolBrands also competes in the super premium ice cream category with the
Dreamery'r' Ice Cream and Godiva'r' Ice Cream brands. In addition, CoolBrands
markets a wide variety of "all family" premium ice creams, frozen novelties and
frozen desserts under the Eskimo Pie'r', Chipwich'r', Tropicana'r', Welch's'r',
Betty Crocker'r' and Trix'r' brand names.

CoolBrands' subsidiary, Eskimo Pie Frozen Distribution, operates the second
largest "direct store delivery" (DSD) ice cream distribution system in the U.S.,
serving these CoolBrands products and a growing family of Partner Brands to
supermarkets, convenience stores and other retail customers.

CoolBrands' subsidiary, Americana Foods, is a leading U.S. manufacturer and
supplier of packaged ice cream, frozen yogurt, sorbet products, frozen novelties
and soft serve mixes to well-known national retailers, food companies and
restaurant chains. Americana Foods also manufactures and sells products for the
foodservice channel which are extensively used to standardize quality and reduce
labor costs in on-site food preparation.

CoolBrands' Foodservice Division manufactures and sells premium soft serve
ice cream and frozen yogurt to the foodservice industry, yogurt and ice cream
shops. CoolBrands also manufactures and sells a full line of quality flavours,
chocolate coatings, fudge sauces, powders for chocolate milk, egg nog bases and
other ingredients and flexible packaging products for use in private label dairy
products in addition to the Company's brands.

CoolBrands also franchises and licenses frozen dessert outlets operated
under a Family of Brands including Tropicana'r', Smoothies, Juices & More,
Swensen's'r' Ice Cream, I Can't Believe It's Yogurt'r', Yogen Fruz'r',
Bresler's'r' Premium Ice Cream, Golden Swirl'r' and Ice Cream Churn'r', with
company-owned, franchised and non-traditional partnership locations around the
world.

CoolBrands' operations consist of four distinct segments: (1) the
manufacture, sale and distribution of pre-packaged frozen dessert products under
the Eskimo Pie'r', Dreamery'r', Whole Fruit'TM', Chipwich'r' and
Fruit-A-Freeze'r' trademarks and under the Atkins'r' Endulge'TM', Godiva'r',
Tropicana'r', Welch's'r', Weight Watchers Smart Ones'r', Betty Crocker'r',
Yoplait'r', Colombo'r', Trix'r' trademarks and a variety of other trademarks,
pursuant to exclusive long-term license agreements (the "Consumer Products
Business"); (2) the franchising and licensing of Yogen Fruz'r', I Can't Believe
It's Yogurt'r', Bresler's'r', Swensen's'r', Ice Cream Churn'r', Java Coast'r'
Fine Coffees and Golden Swirl'r' outlets and other activities related thereto,
including the operation of a limited number of company-owned ice cream and
yogurt stores (the "Franchising and Licensing Business"); (3) the manufacture of
soft serve yogurt and ice cream mixes sold primarily to foodservice
distributors, yogurt shops and other foodservice establishments (the
"Foodservice Business"); and (4) the manufacture of flavours, ingredients and
packaging sold primarily to frozen novelty manufacturers and the dairy industry
(the "Dairy Components Business").

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The following table sets forth the contribution to revenue of each of the
above-described segments by geographic region:

Revenue by Industry Segments and Classes of Product and Services

Year ended August 31, 2003 (in thousands of dollars)

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Prepackaged
consumer Franchising Dairy
products and licensing Foodservice components Corporate
Revenue Source $ $ $ $ $
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United States 275,446 13,400 26,234 41,594
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Canada 947 3,996 214
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International 741 3,494
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Inter-segment revenues (5,389) (991) (2,943) (214)
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Other revenues 575 126 43
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Total Consolidated revenues 272,320 21,016 25,243 38,651 43
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Year ended August 31, 2002 (in thousands of dollars)

United States 154,863 16,239 26,285 37,743
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Canada 1,570 4,472 286
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International 904 3,991
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Inter-segment revenues (122) (92) (1,218) (3,133) (235)
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Other revenues 380 245 44
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Total Consolidated revenues 157,595 24,855 25,067 34,610 95
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The Prepackaged Consumer Products Segment

The Corporation manufactures, distributes and sells a variety of
pre-packaged frozen dessert products to distributors, and various retail
establishments, throughout Canada and the United States, including supermarkets,
grocery stores, club stores, gourmet shops, delicatessens and convenience
stores.

The Corporation's products for wholesale sale include: Tropicana'r' frozen
novelties and frozen dessert specialties; Eskimo Pie'r' frozen novelties and
frozen dessert specialities, Dreamery'r' ice cream, Godiva'r' ice cream, Whole
Fruit'TM' sorbet, Chipwich'r' novelties, Fruit-A-Freeze'r' novelties, Welch's'r'
frozen novelties and frozen dessert specialties, Atkins'r' Endulge'TM' super
premium ice cream products, Betty Crocker'r' frozen novelties and frozen dessert
specialties, Yoplait'r' ready to eat frozen yogurt products; Colombo'r' ready to
eat frozen yogurt and sorbet products and Trix'r' frozen novelties, and a
variety of other novelties, including those sold under the "Great American",
"Tropical", "Chilly Things" and "Bullet" trademarks. Many of the Atkins'r',
Welch's'r', Weight Watcher Smart Ones'r', Betty Crocker'r', Yoplait'r' and
Colombo'r' products appeal to the healthier consumer lifestyle and eating trends
toward lower and no fat and lower and no cholesterol products. The marketing,
distribution and sale of prepackaged frozen dessert products under the Atkins'r'
Endulge'TM', Godiva'r', Tropicana'r', Welch's'r', Weight Watcher Smart-Ones'r',
Betty Crocker'r', Yoplait'r', Colombo'r' and Trix'r' trademarks is accomplished
pursuant to exclusive long-term license agreements. The Corporation, through its
subsidiary, Integrated Brands has the right to develop and on an on-going basis
is developing additional products under the foregoing trademarks. Integrated
Brands incurs significant expenses to obtain shelf space in connection with the
introduction of its new products.

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Integrated Brands purchases packaging and ingredients for its products
directly from unaffiliated suppliers. Integrated Brands then sells the packaging
and ingredients to unaffiliated manufacturers. Certain of these manufacturers
also manufacture other ice cream and related frozen dessert products for other
companies, including companies affiliated with Richard E. Smith, who is a
significant CoolBrands shareholder and Co-Chairman of the CoolBrands board of
directors and Co-Chief Executive Officer of the Corporation. The unaffiliated
manufacturers produce Integrated Brands' products according to Integrated
Brands' specifications and formulas under quality control supervision by
Integrated Brands. Integrated Brands then purchases the finished products from
the unaffiliated manufacturers at a formula price based upon the manufacturers'
actual cost of ingredients and packaging plus an agreed upon processing fee
which includes a profit for the manufacturers. Integrated Brands believes there
are many alternative ice cream and novelty manufacturers available on comparable
terms.

Americana Foods LP also manufactures numerous products which are sold by
Integrated Brands and distributed by Eskimo Pie Frozen Distribution.

Calip Dairies, Inc. ("Calip"), of which Richard E. Smith is Chairman of the
Board and Mr. Smith and his family are the sole stockholders, has the exclusive
right to distribute products of Integrated Brands and its subsidiaries,
affiliates and associates in the State of New Jersey and certain areas in the
State of New York, and the State of Connecticut pursuant to a distribution
agreement with Integrated Brands. The distribution agreement is to remain in
effect as long as the Smith family controls Calip, unless Calip gives notice
that it will not renew the agreement. The Corporation has agreed to guarantee
the performance of the agreement.

The Franchising and Licensing Segment

A full franchising program has been developed for each of the Tropicana'r'
Smoothies, Jucices & More, Yogen Fruz'r', Bresler's'r', Swensen's'r', Java
Coast'r' Fine Coffees and Golden Swirl'r' chains. Although developed separately,
each of the programs (except for Golden Swirl'r') is substantially similar and
is organized on two levels: master franchising, pursuant to which master
franchises are sold for specific regions, countries or other geographical areas;
and retail franchising and licensing, pursuant to which franchises are sold, and
licenses are granted, by master franchisees to retail outlet operators in the
master franchisee's territory. Generally, retail franchising is used for larger
locations such as traditional stores or kiosks, which offer a full range of
products. Licensing is used primarily for smaller locations such as
mini-counters or carts, which are located within the premises of strategic
partners and typically offer a more limited selection of products.

Master franchisees and franchisees are selected on the basis of their
financial resources, operational skills and business experience. Master
franchisees and franchisees are required to complete in-depth training programs.
The training programs typically include instruction relating to business
management, accounting, operations, ordering, store opening and closing
procedures and staff hiring. Franchisees are also provided with detailed
operating procedures and marketing, construction, employee and management
manuals. Generally, preliminary layouts and plans for all new sites are reviewed
and representatives of CoolBrands are sent to the opening of each new location.
Representatives of CoolBrands also make visits to sites around the world. Local
master franchisees are required to visit each site in their franchise area.

Yogen Fruz Canada Inc. acts as its own master franchisee in the U.S. and
Canada (except for Yogen Fruz franchises in British Columbia).

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Company-Owned Stores

The Corporation owns and operates a limited number of corporate stores in
Canada and the United States. Generally, it is the Corporation's policy to own
and operate a limited number of corporate stores that are used to test market
new products and train new franchisees. At August 31, 2003, there were one and
four company-owned stores operating in Canada and the United States,
respectively.

Master Franchising and Strategic Partnership Arrangements

Master franchise agreements generally authorize master franchisees to
franchise and license Yogen Fruz'r', I Can't Believe It's Yogurt'r',
Bresler's'r' , Swensen's'r' or Java Coast'r' Fine Coffees outlets in the
territory covered by their respective master franchises. In certain instances,
such as where the territory covered by the master franchises is comprised of
more than one country, master franchisees may also be allowed to grant master
franchises for portions of their territory.

Master franchisees are generally subject to substantially all of the
requirements imposed on retail franchisees and are obliged to enforce those
requirements in respect of their own franchisees. In addition, master
franchisees are usually required to open a minimum number of outlets each year.

Master franchises are generally granted for periods varying between ten and
twenty years, and are usually renewable for an additional period of ten to
twenty years. Master franchisees pay CoolBrands an initial fee for their master
franchise as well as, in the case of Yogen Fruz'r', Bresler's'r' , Swensen's'r'
and Java Coast'r' Fine Coffees master franchisees, additional fees for each
franchise sold or license granted by them, and a portion of the royalties earned
by them from their franchisees. The initial fee for a master franchise varies
depending on a number of different factors, including the size of the territory
covered by the master franchise.

CoolBrands, through its subsidiaries and master franchisees, has entered
into strategic partnership arrangements with a number of retail chains both in
North America and internationally. These arrangements are usually structured as
license agreements pursuant to which CoolBrands or its master franchisee
licenses the strategic partner to install Yogen Fruz'r', I Can't Believe It's
Yogurt'r', Bresler's'r', Java Coast'r' Fine Coffees and/or Golden Swirl'r'
mini-counters in some or all of its locations. Similarly, a strategic partner
may license CoolBrands to offer that partner's products at Yogen Fruz'r', I
Can't Believe It's Yogurt'r', Bresler's'r' and/or Java Coast'r' Fine Coffees
and/or Golden Swirl'r' outlets. The mutual offering of products is sometimes
referred to as "cross-branding". CoolBrands views these forms of arrangements as
strategic since they typically exploit the complementary name of the Yogen
Fruz'r', I Can't Believe It's Yogurt'r', Bresler's'r', Java Coast'r' and Golden
Swirl'r' Businesses with the business of the strategic partners and result in
incremental business for both parties.

CoolBrands has established a co-branding program between I Can't Believe
It's Yogurt'r' and Bresler's'r' outlets in the United States. As a result of
this program, 30 I Can't Believe It's Yogurt'r' outlets now feature a limited
selection of Bresler's'r' ice cream and 39 Bresler's'r' outlets feature a
limited selection of I Can't Believe It's Yogurt'r' frozen yogurt.

CoolBrands formed a partnership for its I Can't Believe It's Yogurt'r'
brand when the Corporation's Master Franchisee in Amsterdam signed an agreement
with KLM Dutch Airlines. As a result, the Corporation's I Can't Believe It's
Yogurt'r' frozen dessert is now served as a complimentary dessert on all KLM
flights along its European and Intercontinental routes.

During fiscal 1998, CoolBrands strengthened its alliance with National
Amusements Inc., an international entertainment company operating 1,180 motion
picture screens in the U.S., Great

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Britain and Latin America. A five year co-marketing pact was signed whereby the
Bresler's'r' and Yogen Fruz'r' mix-in frozen yogurt brands were introduced to
more than 50 theatres throughout the U.S. and Great Britain.

The Corporation expanded its relationship with Wal-Mart during fiscal 1998.
The Corporation acquired American-based Ice Cream Churn in January 1998. At the
time, Ice Cream Churn had 22 outlets in Wal-Mart stores throughout the Southern
U.S. Further inroads were made in February, 1998, when the Corporation signed a
deal with American retailer Sam's Club, a division of Wal-Mart, to roll out the
Bresler's'r' yogurt line in 440 Sam's Club locations throughout the U.S. During
fiscal 2001, sales to Sam's Club was converted to Eskimo Pie's soft serve ice
cream product.

CoolBrands signed an agreement with Tricon Global Restaurants (Canada) Inc.
to place I Can't Believe It's Yogurt'r' on the menu of its 250 Pizza Hut
restaurants across Canada. Beginning in June, 2000, I Can't Believe It's
Yogurt'r' was served as the centerpiece of a widely publicized launch of Pizza
Hut's dessert bar.

Retail Franchising Arrangements

CoolBrands, either directly or through a master franchisee, enters into a
franchise agreement with each franchisee for each location. The franchise
agreement authorizes the franchisee to operate the location under the Yogen
Fruz'r', Bresler's'r', Swensen's'r', Java Coast'r' Fine Coffees or Golden
Swirl'r' name and trademarks in accordance with such methods, standards,
specifications and procedures as CoolBrands may prescribe from time to time.
Only products approved by CoolBrands may be sold at the location and the
franchisee must buy such products solely from CoolBrands or from suppliers and
manufacturers designated by it. The franchisee must pay the costs of leasehold
improvements and must purchase the necessary equipment to operate the location
from CoolBrands or suppliers designated by it. Generally, Yogen Fruz'r',
Bresler's'r', Swensen's'r', Java Coast'r' Fine Coffees or Golden Swirl'r'
franchisees are required to devote their full time and best efforts to their
franchise.

Except for Bresler's'r' franchises, which are granted for as long as the
franchisee holds a lease for the franchise location, franchises are granted for
a specific term and are usually renewable if certain conditions are satisfied,
including, in some instances, the achievement of minimum sales levels. Yogen
Fruz'r' franchises are granted for periods varying between five and ten years
(often corresponding to the term of the lease for the location of the franchise)
and are usually renewable for an additional period of five years.

Franchisees must pay their master franchisee an initial franchise fee as
well as royalties based on their gross sales. In addition, a renewal fee is
usually paid on the renewal of the franchise. The franchise fee for a Yogen
Fruz'r' store franchise in Canada is $25,000. Internationally, franchise fees
are set by master franchisees and, for a Yogen Fruz'r' store, typically vary
between U.S.$10,000 and U.S.$25,000. All Yogen Fruz'r' franchisees must pay
royalties to their master franchisee equal to 6% of their gross sales.

Canada

The principal product served, at the retail locations of franchisees and
the Corporation's corporate store, is hardpack frozen yogurt which is blended
with fresh frozen fruit in front of the customer and served in a cup or cone.
Products served include frozen yogurt shakes, cakes and pies, fresh juices and
hot and cold non-alcoholic beverages. Yogen Fruz has also developed new
flavours, combinations and tastes of Smoothies, which have rapidly won wide
consumer appeal. Yogen Fruz Smoothies are made in dairy and non-dairy versions,
with non-fat Yogen Fruz or I Can't Believe It's Yogurt frozen yogurt and
Tropicana juices. The Yogen Fruz Concept is simple, easy to operate, and can be
implemented in a variety of different formats. In addition, Yogen Fruz outlets
generally

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require less space and equipment to operate, and a smaller investment by
franchisees than outlets of other competing frozen yogurt store chains. The cost
of construction of a Yogen Fruz store varies depending upon its size and on the
level of leasehold improvement allowances received. The typical estimated
required investment for a franchisee in Canada for an average size in-line store
in a shopping mall is approximately $100,000, inclusive of franchise fees.

United States

Products served, at the retail locations of franchisees and the
Corporation's corporate stores, include premium ice creams, frozen yogurts,
sherbets, sorbets and ices. The standard menu includes hard-packed and dipped
ice cream, soda fountain products, ice cream specialty items, yogurt products
and non-alcoholic beverages. Certain corporate stores have developed a strong
relationship with various major supermarket chains in the Southwestern United
States, most notably with Smith's, Von's, Ralph's and Albertson's. Under these
arrangements, some corporate stores operate mini locations within certain
supermarkets. The related supermarket lease agreements allow the flexibility for
these mini locations to franchise these locations. The cost of construction of a
corporate store varies depending upon its size and on the level of leasehold
improvement allowances received. The typical estimated required investment for a
franchisee in the United States for a traditional single trademark store varies
between U.S.$131,000 and U.S.$224,000 and for a combination store (ice cream and
yogurt) varies between U.S.$161,000 and U.S.$340,800, inclusive of franchise
fees.

The price of yogurt sold to United States franchisees of I Can't Believe
It's Yogurt'r', includes charges for support and other services instead of
charging ongoing royalties on gross sales. The royalty fees paid by franchisees
to their master franchisees outside the United States vary between 0% and 3% of
gross sales.

Franchisees of Bresler's'r', Golden Swirl'r' and Swensen's'r' stores in the
United States pay an initial franchise fee of U.S.$15,000, U.S.$15,000 and
U.S.$10,000, respectively. Bresler's'r' and Swensen's'r' franchisees also pay
royalties equal to 6% and 3% of their gross sales, respectively. Golden Swirl'r'
franchisees have to pay royalties equal to U.S.$4.40 per 4 gallon case of frozen
yogurt purchased from the Corporation's designated distributors.

There are currently no Java Coast'r' Fine Coffees franchises in the United
States. Internationally, franchise fees for Java Coast'r' Fine Coffees
franchises are set by master franchisees.

Licensing Arrangements

CoolBrands, either directly or through master franchisees, enters into a
license agreement with each licensee for each location. The license agreement
authorizes the licensee to operate a Yogen Fruz'r', I Can't Believe It's
Yogurt'r', Bresler's'r' or Java Coast'r' Fine Coffees mini-counter or similar
outlet within the licensee's place of business. The licensee must operate the
outlet in accordance with the methods, standards, specifications and procedures
prescribed by CoolBrands. Generally, the licensee must purchase products used
within the outlet from CoolBrands or from suppliers and manufacturers designated
by it.

As in the case of franchises, licenses are granted for a specific term and
are usually renewable if certain conditions are satisfied. Licensees are usually
charged an initial license fee or a charge for start-up and support services,
but, are not usually required to pay royalty fees, except outside of North
America.

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The Foodservice Segment

In addition to products manufactured for use in its business, the
Corporation manufactures soft serve yogurt and premium ice cream mixes in a
leased facility in Russellville, Arkansas. Soft serve mix is sold under the
Eskimo Pie brand name to broad-line foodservice distributors, yogurt shops and
other foodservice establishments which, in turn, sell soft serve ice cream and
yogurt products to consumers. The sale of soft serve yogurt and ice cream mixes,
is managed by a separate sales force working within Eskimo Pie's wholly-owned
subsidiary, Sugar Creek Foods, Inc.

The Dairy Component Segment

In addition to products manufactured for use in its business, the
Corporation sells various other ingredients to the dairy industry produced at
its New Berlin, Wisconsin facility. This business involves blending, cooking and
processing basic flavours and fruits to produce products, which subsequently are
used by customers to flavour frozen desserts, ice cream novelties and fluid
dairy products. The Corporation also manufactures flexible packaging, such as
private label ice cream novelty wraps, at its Bloomfield, New Jersey plant.
These products are sold to the dairy industry, including many of the
Corporation's manufacturers.

Trademarks

CoolBrands relies upon copyright, trademark and trade secret laws to
protect its proprietary rights in its trademarks and products. CoolBrands has
obtained registrations for a number of trademarks in Canada, the United States
and internationally, including registrations for the trademarks and related
symbols Eskimo Pie'r', Dreamery'r', Whole Fruit'TM', Chipwich'r',
Fruit-A-Freeze'r', Yogen Fruz'r', I Can't Believe It's Yogurt'r', Honey Hill'r',
Bresler's'r', Swensen's'r', Steve's'r', Java Coast'r' Fine Coffees and Golden
Swirl'r'. The Java Coast'r' Fine Coffees trademark and related symbols are owned
in the United States by Superior Coffee and Foods, a division of Sara Lee
Corporation, and used by I Can't Believe It's Yogurt pursuant to a trademark and
license agreement providing for, among other things, a royalty-free license of
such trademark and related symbols in the United States for an unlimited period
of time (subject to termination upon the occurrence of certain events such as
bankruptcy). CoolBrands also plans to register the Yogen Fruz'r', I Can't
Believe It's Yogurt'r', Bresler's'r', Java Coast'r' Fine Coffees trademarks in
all countries where Yogen Fruz'r', I Can't Believe It's Yogurt'r', Bresler's'r',
and Java Coast'r' Fine Coffees outlets operate and where local laws permit
trademark registration. Integrated Brands holds long-term trademark license
agreements for use in certain countries of the Atkins'r' Endulge'TM',
Tropicana'r', Welch's'r', Weight Watchers Smart Ones'r', Betty Crocker'r',
Yoplait'r', Trix'r', Colombo'r' and Lucky Charms'r' trademarks in connection
with the manufacture, sale and distribution of frozen novelties and other frozen
dessert products and Tropicana'r' Smoothies, Juices & More trademark in
connection with franchising. In countries lacking trademark and/or service mark
legislation, CoolBrands utilizes alternative measures available to it, including
the publication of cautionary notices, to protect its intellectual property
interests.

Regulation

Some states in the United States and the Provinces of Alberta and Ontario
have statutes regulating franchise operations, including registration and
disclosure requirements in the offer and sale of franchises and the application
of statutory standards regulating franchise relationships, such as termination
and non-renewal of franchises. CoolBrands is also subject to the U.S. Federal
Trade Commission regulations relating to disclosure requirements in the offer
and sale of franchises in the United States. In addition, CoolBrands' frozen
yogurt and ice cream products are also subject to licensing and regulation
(including good manufacturing practices) by federal, state and municipal
authorities at its facility in Russellville, Arkansas and in the states to which
it ships its products.

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Seasonality

The industry in which the Corporation operates is highly seasonal with more
frozen yogurt and ice cream consumed in warmer months. The Corporation's fourth
quarter, during the summer, has historically been the strongest quarter of the
year. The fourth quarter accounted for 43.1% and 46.8% of the Corporation's
total revenues and net earnings, respectively, for the fiscal year ended August
31, 2003 and 35.7% and 43.4% of the total revenues and net earnings,
respectively, for the fiscal year ended August 31, 2002. See "Item 4: Selected
Consolidated Financial Information" for a comparison of seasonal and quarterly
results.

Competition

CoolBrands competes in the frozen dessert retail market and the gourmet
coffee retail market against a large number of competitors. In the novelty
market, Integrated Brands faces substantial competition in connection with the
marketing and sales of its products. Among its competitors are Haagen-Dazs,
Inc., Klondike, Popsicle, Breyer's, Good Humor and Sealtest, owned by Unilever
PLC and Nestle. In the super premium ice cream and sorbet pint markets,
Integrated Brands faces substantial competition from Haagen-Dazs and Ben &
Jerry's. Integrated Brands' products may also be considered to be competing with
all ice cream and other frozen desserts for discretionary food dollars. In North
America, competitors of CoolBrands include a number of large chains such as
Baskin-Robbins Inc., International Dairy Queen, Inc., Ben & Jerry's Homemade
Inc. and Haagen-Dazs Company Inc., owned by The Pillsbury Company, TCBY Systems
Inc. ("TCBY"), Freshens Premium Yogurt as well as independent retailers. In
addition, both ice cream and frozen yogurt have been added as menu items by
certain North American fast food restaurant chains and in recent years there has
been an overall increase in the number of food service locations serving frozen
yogurt, including snack food or dessert item restaurants. Frozen yogurt and ice
cream are also offered in supermarkets, grocery stores and wherever convenience
food operations are conducted. In the gourmet coffee retail market, the
Corporation competes against a number of well-established chains such as
Starbucks, Second Cup and Timothy's as well as a large number of other smaller
chains and independent coffee shops and other outlets serving coffee.

In the frozen dessert retail market, the level of competition is highest in
the United States where I Can't Believe It's Yogurt'r', Bresler's'r',
Swensen's'r', Steve's'r' and Yogen Fruz'r' outlets not only compete with other
frozen yogurt and ice cream chains but, in certain instances, also with each
other. In Canada, Yogen Fruz'r' outlets experience lower competition given the
absence of any other significant frozen yogurt chain. Although in certain
countries Yogen Fruz'r' and I Can't Believe It's Yogurt'r' outlets compete with
TCBY outlets and with each other, markets outside of North America, and
particularly in Asia and Latin America, tend to be in their initial stages of
development resulting in CoolBrands' outlets facing little direct competition.

In the United States, Bresler's'r' Industries and I Can't Believe It's
Yogurt also sell some of their products for in-premises consumption at the
locations of various retail food outlets.

While the ice cream and frozen yogurt manufacturing and distribution
business is relatively easy to enter due to low entry costs, achieving wide
distribution may be more difficult because of the high cost of a national
marketing program and limitations on space available in retail freezer
compartments.

Employees

As of August 31, 2003, CoolBrands had 1,305 full-time and part-time
employees. Of these, 151 perform contract labor at Americana Foods through a
temporary employment agency and 667 who are employed by Nestle Ice Cream Company
Inc. that perform services for Eskimo Pie Frozen

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Distribution. Eskimo Pie Frozen Distribution reimburses Nestle for payroll and
related benefit expenses in connection with such individuals. All such Nestle
Ice Cream Company employees will be transferred to Eskimo Pie Frozen
Distribution effective January 1, 2004. CoolBrands believes that its employee
relations are good.

Facilities

CoolBrands headquarters are located at 8300 Woodbine Avenue, 5th Floor,
Markham, Ontario, Canada, L3R 9Y7 in 6,212 square feet of leased space. Rental
payments are $141,196 per annum. The lease expires on August 31, 2005.

CoolBrands' U.S. office is located at 4175 Veterans Highway, Ronkonkoma,
New York, 11779, U.S.A., in 8,545 square feet of leased space. Rental payments
are U.S.$82,556 per annum. The lease expires on April 30, 2004.

CoolBrands' international head office is located at 27 Pine Road,
Belleville, St. Michael, Barbados, W.I. in 1,850 square feet of leased space.
Rental payments are U.S.$40,200 per annum. The lease expires on May 1, 2005.

Integrated Brands' executive offices are located at 4175 Veterans Highway,
Ronkonkoma, New York, 11779. The offices are provided to Integrated Brands at no
additional cost by Calip pursuant to the terms of a Management Agreement between
Integrated Brands and Calip.

Integrated Brands' subsidiary, CoolBrands Manufacturing Inc., leases a
25,000 square foot production and storage facility located in Norwalk,
California. Rental payments are U.S. $179,000 per annum. The lease expires
November 30, 2003.

Integrated Brands owns a building in Paradise Valley, Arizona. The building
is subject to a ground lease, which expires on December 31, 2005 and contains
four five-year renewal options. The premises are leased to an unrelated third
party. The remaining three Integrated Brands company operated stores are leased
for terms ranging through 2007.

Eskimo Pie Corporation owns an ingredients manufacturing plant in New
Berlin, Wisconsin which consists of approximately 73,820 square feet on 4.0
acres. Eskimo Pie expanded its New Berlin plant by 18,000 square feet in 1990
and purchased certain new equipment at that time. Eskimo Pie completed $800,000
of capital improvements in the New Berlin facility during 1998 (consisting
primarily of equipment additions) in connection with the consolidation of its
flavours production at the New Berlin facility which was completed in 1997.

Eskimo Pie Corporation owns a printing and packaging plant in Bloomfield,
New Jersey, which consists of approximately 71,583 square feet on 2.0 acres. The
Bloomfield plant was expanded and modernized in 1985 with a 35,000 square foot
addition.

Eskimo Pie Corporation's subsidiary, Sugar Creek Foods, Inc., is leasing
from the former owner of the business a soft serve yogurt and ice cream mix
production facility, consisting of approximately 23,805 square feet, and a
packaging facility, consisting of approximately 16,000 square feet, both located
in Russellville, Arkansas. Rental payments under these leases are U.S.$238,000
per annum. In addition, Sugar Creek Foods. Inc. owns a freezer facility,
consisting of approximately 5,013 square feet, adjacent to the production
facility in Russellville. In 1999, Eskimo Pie purchased a small parcel of land
adjacent to the freezer facility for future potential expansion of the freezer
facility.

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Eskimo Pie Corporation owns virtually all of its equipment and replacement
parts for all manufacturing equipment which are readily available.

Americana Foods LP, of which 50.1% is owned by Integrated Brands, owns a
soft serve mix, ice cream, and frozen dessert novelties manufacturing and
freezer facility that occupies approximately 216,000 square feet on 7 acres. An
additional 7 acres are available for expansion of the production and freezer
facilities.

Eskimo Pie Frozen Distribution leases a 45,000 square foot freezer and
distribution facility on 4.9 acres located in City of Industry, California.
Rental payments are U.S.$1 per annum. The lease expires June 30, 2008. The
Company has an option to purchase this facility at any time during the lease for
U.S.$1.

Eskimo Pie Frozen Distribution leases a 3,026 square foot office trailer
and loading docks facility located in Tampa, Florida. Rental payments are U.S.$
29,000 per annum. The lease expires November 1, 2004.

Eskimo Pie Frozen Distribution leases a 5,800 square foot freezer and
distribution facility located in Boca Raton Florida. Rental payments are
U.S.$45,223 per annum. The lease expires December 31, 2004.

Eskimo Pie Frozen Distribution leases a 5,500 square foot freezer and
distribution facility located in Novato, California. Rental payments are
U.S.$96,966 per annum. The lease expires December 31, 2004.

Eskimo Pie Frozen Distribution leases an additional 4,400 square foot
freezer and distribution facility located in Novato, California. Rental payments
are U.S.$61,740 per annum. The lease expires June 30, 2004.

Eskimo Pie Frozen Distribution leases a 26,400 square foot freezer and
distribution facility located in Hayward, California. Rental payments are
U.S.$193,488 per annum. The lease expires June 30, 2005.

Eskimo Pie Frozen Distribution leases an 8,100 square foot freezer and
distribution facility located in San Diego, California. Rental payments are
U.S.$192,348 per annum. The lease expires May 31, 2008

Eskimo Pie Frozen Distribution leases a 7,912 square foot freezer and
distribution facility located in Santa Cruz, California. Rental payments are
U.S.$70,536 per annum. The lease expires May 31, 2006.

Eskimo Pie Frozen Distribution leases a 12,677 distribution facility
located in Moorestown, New Jersey operating as a cross-dock operation. Rental
payments are U.S.$68,930 per annum. The lease expires December 31, 2008.

Eskimo Pie Frozen Distribution leases a 6000 square foot freezer and
distribution facility located in Goleta, California. Rental payments are
U.S.$94,554 per annum. The lease expires November 30, 2005.

Eskimo Pie Frozen Distribution leases 756 square foot of office space and
truck parking space used as a distribution facility located in Salt Lake City,
Utah. Rental payments are U.S.$15,228 per annum. The lease expires March 31,
2004.

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Eskimo Pie Frozen Distribution leases a 27,390 square foot freezer and
distribution facility located in Seattle, Washington. Rental payments are
U.S.$229,800 per annum. The lease expires December 1, 2008.

Eskimo Pie Frozen Distribution leases a 9,700 square foot freezer and
distribution facility located in Tualatin, Oregon. Rental payments are
U.S.$144,000 per annum. The lease expires June 7, 2006.

Eskimo Pie Frozen Distribution leases a 29,318 square foot freezer and
distribution facility located in Miramar, Florida. Rental payments are
U.S.$265,644 per annum. The lease expires June 30, 2007.

Eskimo Pie Frozen Distribution leases a 12,500 square foot freezer and
distribution facility located in Atlanta, Georgia. Rental payments are
U.S.$212,712 per annum. The facility is rented on a month-to-month basis.

Eskimo Pie Frozen Distribution leases a 6,500 square foot freezer and
distribution facility located in Apopka, Florida. Rental payments are
U.S.$49,848 per annum. The lease expires October 31, 2006.

Eskimo Pie Frozen Distribution leases an 11,171 square foot freezer and
distribution facility located in Fridley, Minnesota. Rental payments are
U.S.$135,636 per annum. The facility is rented on a month-to-month basis.

Eskimo Pie Frozen Distribution leases 11,413 square feet for truck parking
located in Riverside, California. Rental payments are U.S.$21,600 per annum. The
lease expires July 31, 2004.

Eskimo Pie Frozen Distribution leases 3,500 square feet for truck parking
located in Sacramento, California. Rental payments are U.S.$21,600 per annum.
The lease expires November 30, 2004.

Eskimo Pie Frozen Distribution leases truck parking located in Jessup,
Maryland. Rental payments are U.S.$27,780 per annum. The lease expires October
1, 2008.

Eskimo Pie Frozen Distribution leases 15,000 square feet for truck parking
located in Ft. Meyer, Florida. Rental payments are U.S.$ 22,260 per annum. The
lease expires September 30, 2006.

Several CoolBrands subsidiaries hold master store leases or have guaranteed
store leases, expiring at varying dates to 2006 covering franchised locations.
Where a subsidiary holds the master lease, these premises have been subleased to
franchisees under terms and rental rates substantially the same as those in
master leases. In a majority of these instances, franchisees make all lease
payments directly to the landlords. These leases had an aggregate future base
rental liability, without regard to percentage rentals or consumer price index
increases of approximately $10,691,000 at August 31, 2003. CoolBrands' current
policy is not to lease or sublease premises nor to provide guarantees on leases
in any manner with respect to its franchisees and it has not done so except for
renewals or in special circumstances.

<Page>

Legal Proceedings

With the exception of certain legal proceedings to which certain
subsidiaries of the Corporation are parties and which are described below, the
Corporation is not a party to, nor is any of its property subject to, any legal
proceeding that may be material to it and no such proceeding is known to be
contemplated.

The Honeycrest Litigation

This is an action filed in March 1998 and pending in the Supreme Court of
the State of New York, County of Queens, captioned Honeycrest Holdings Ltd.,
Plaintiff against Integrated Brands Inc., Defendant ("Integrated").

The plaintiff is an exclusive territory licensee of Integrated. The
plaintiff purchases Steve's Homemade Ice Cream and other frozen dessert products
from Integrated for sale in the United Kingdom. Plaintiff sought a preliminary
injunction restraining Integrated from replacing it as the distributor of such
dessert products with another distributor in the U.K. Integrated has denied
taking any such action, and the court denied the preliminary injunction.
Plaintiff also seeks damages alleging that Integrated sold it substandard and
defective products, failed to supply it with new products, and failed to deliver
recipes, technology and know how as provided for in the license agreement.
Integrated denies that the products were substandard or defective, and in its
counterclaims seeks termination of the license agreement and damages by reason
of plaintiff's being in default of the license agreement in failing to open the
required number of stores in the U.K. and in failing to pay certain royalties
due to Integrated. Integrated also maintains that as a result of such breaches,
plaintiff is not entitled to the recipes, technology or know how. The action is
in the final stages of discovery. The Corporation believes that it is unlikely
that the outcome of this litigation will have a material adverse affect on the
Corporation's financial position.

ITEM 4: SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following table presents selected historical consolidated financial
data of CoolBrands, including the accounts of all companies acquired, for the
periods indicated. These companies, all of which were acquired in transactions
accounted for as purchases during the past five (5) years, are included from
their respective dates of acquisition. The selected historical consolidated
financial data for CoolBrands as of and for the five years ended August 31, 2003
is derived from the audited Consolidated Financial Statements of CoolBrands.

The selected consolidated financial information for the year ended August
31, 2001 reflects to the acquisition of Eskimo Pie Corporation which occurred
October 6, 2000. The selected consolidated financial information for the year
ended August 31, 2000 reflects $26,513,000 of non-cash special charges. These
transactions affect the comparability of the information of these years with the
corresponding prior year.

<Page>

Statement of Operations Data:
(000 omitted)
For the Year Ended August 31,

2003 2002 2001 2000 1999
$ $ $ $ $
------- ------- ------- ------ -------

Revenues 357,273 242,222 177,610 97,488 112,607
Net Earnings (loss) 31,704 20,984 11,128 (27,826) 3,184
Earnings (loss) Per Share
- Basic 0.61 0.44 0.24 (0.61) 0.07
- Diluted 0.59 0.42 0.24 (0.61) 0.07

Balance Sheet Data:
(000 omitted)
As At August 31,

2003 2002 2001 2000 1999
$ $ $ $ $
------- ------- ------- ------- -------

Working Capital 85,734 57,354 43,408 30,053 36,109
Total Assets 313,850 283,662 225,876 142,300 172,686

Total Long-Term Liabilities 50,345 38,469 42,710 1,158 4,244
Shareholders' Equity 187,851 170,708 132,637 114,091 140,174

Historical Review of the Last Eight Quarters Ending on August 31, 2003
(000 omitted)

The chart below identifies the selected financial information concerning
the last eight quarters.

August 31, May 31, February 28, November 30,
2003 2003 2003 2002
$ $ $ $
---------- ------- ------------ ------------

Revenues 154,014 81,908 57,052 64,299
Net Earnings 14,836 8,957 5,188 2,723
Earnings Per Share
- Basic 0.29 0.17 0.10 0.05
- Diluted 0.27 0.17 0.10 0.05

August 31, May 31, February 28, November 30,
2002 2002 2002 2001
$ $ $ $
---------- ------- ------------ ------------

Revenues 86,365 67,989 41,081 46,787
Net Earnings 9,101 6,826 3,646 1,411
Earnings Per Share
- Basic 0.18 0.14 0.08 0.03
- Diluted 0.17 0.13 0.08 0.03

<Page>

Dividend Policy

Determinations to pay future dividends and the amount thereof will be made
by the Board of Directors and will depend on future earnings, capital
requirements, financial condition and other relevant factors. The Corporation
intends to retain future earnings to support current operations and to provide
funds for future acquisitions and therefore does not anticipate paying dividends
in the foreseeable future.

ITEM 5: MANAGEMENT DISCUSSION AND ANALYSIS

Reference is made to the information under the heading "Management's
Discussion and Analysis" on pages 21 to 24 of the Corporation's 2003 Annual
Report to Shareholders for management's discussion and analysis of the
Corporation for the fiscal year ended August 31, 2003, which discussion and
analysis are specifically incorporated herein by reference.

ITEM 6: MARKET FOR SECURITIES

The Subordinate Voting Shares of the Corporation are listed and posted for
trading on The Toronto Stock Exchange, under the trading symbol COB.a.

ITEM 7: DIRECTORS AND OFFICERS

The following table sets forth the name, municipality of residence,
position held with the Corporation and principal occupation of each of the
officers and directors of the Corporation.

Each director holds office until the close of business of the annual
meeting of shareholders of the Corporation following his election unless his
office is earlier vacated in accordance with the Corporation's articles of
association.

Name and
Municipality of Residence Positions with the Corporation Principal Occupation(1)
- ------------------------- ------------------------------ -----------------------

Michael Serruya(2)(3) Co-Chairman and Director Co-Chairman of the Board of the
Thornhill, Ontario Corporation

Richard E. Smith(2)(3) Co-Chairman, Co-Chief Executive Officer of the Corporation
Southampton, New York Officer and Director

David J. Stein(4) President, Co-Chief Executive Officer Officer of the Corporation
Southampton, New York and Director

Aaron Serruya Executive Vice-President, Officer of the Corporation
Thornhill, Ontario Secretary and Director

David M. Smith(2)(3) Chief Operating Officer and Director Officer of the Corporation
Manhasset, New York

Romeo DeGasperis(2)(3)(4) Director Vice President, Con-Drain Company
Toronto, Ontario Ltd.

J. Leo Glynn President, Eskimo Pie Frozen Officer of the Corporation
Mahwah, New Jersey Distribution, Inc.

Gary P. Stevens Chief Financial Officer Officer of the Corporation
Setauket, New York

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Stephen Bogyay Executive Vice-President, Officer of the Corporation
Barbados, West Indies International Operations

John R. Welty, Jr. Vice-President, Franchising and Officer of the Corporation
Northport, New York Foodservice

Timothy Timm Vice-President, Manufacturing and Officer of the Corporation
Green Bay, Wisconsin Quality Assurance

John M. Kaczynski Senior Vice-President, Sales and Officer of the Corporation
Marshfield, Massachusetts Marketing

William J. Weiskopf President, Value America Flavors and Officer of the Corporation
Midlothian, Virginia Ingredients

Paul C. Samuel Vice-President, Sam-Pack Flexible Officer of the Corporation
Randolph, New Jersey Packaging

V. Stephen Kangisser Vice-President, Sales Officer of the Corporation
Midlothian, Virginia

Fred J. Fullerton, Jr. Vice-President, Sales-Foodservice Officer of the Corporation
Russellville, Arkansas

John R. LeSauvage Vice-President, Operations Officer of the Corporation
Chappaqua, New York

(1) The employment history of the above-noted directors and officers is
disclosed below.

(2) Member of Audit Committee.

(3) Member of Compensation Committee.

(4) Member of Corporate Governance Committee.

Michael Serruya - Co-Chairman of the Board and Director of the Corporation. Mr.
Michael Serruya is a co-founder of the Corporation and has been actively
involved in its development since its inception in 1986. Mr. Michael Serruya has
been a Director of the Corporation since 1994 when the Corporation first went
public. Mr. Serruya is primarily involved in the identification of potential
acquisitions and review of the Corporation's business plan. Michael Serruya was
the co-recipient in 1992 and 1993 of the Academy of Collegiate Entrepreneurs
Award for North America. Michael Serruya is the brother of Aaron Serruya.

Richard E. Smith - Co-Chairman, Co-Chief Executive Officer and Director of the
Corporation. Mr. Richard E. Smith was Chairman of the Board, Chief Executive
Officer and a Director of Integrated Brands Inc. from October 1985 until the
acquisition of Integrated Brands Inc. by a wholly owned subsidiary of the
Corporation in March 1998. Mr. Richard E. Smith has been a Director of the
Corporation since March 1998. Together with Mr. David Stein, he is responsible
for development of the Corporation's business plan. Mr. Richard E. Smith has
also been the Chairman of the Board, Secretary and a Director of Calip Dairies,
Inc. for more than the past five years. Calip Dairies, Inc. owns the trademark
and trade names of Dolly Madison Ice Cream. Mr. Smith was the founder of Frusen
Gladje Ltd. in 1980 and was its Chairman of the Board and Chief Executive
Officer until the sale of Frusen Gladje to Kraft, Inc. in 1985.

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David J. Stein - President, Co-Chief Executive Officer and Director of the
Corporation. Mr. David J. Stein was a Vice President of Integrated Brands Inc.
since December 1989 until the acquisition of Integrated Brands Inc. by a wholly
owned subsidiary of the Corporation in March 1998. Mr. David J. Stein has been a
Director of the Corporation since March 1998. Together with Mr. Richard E.
Smith, he is responsible for development and execution of the Corporation's
business plan.

Aaron Serruya - Executive Vice President and Director of the Corporation. Mr.
Aaron Serruya is a co-founder of the Corporation and has been actively involved
in its development since its inception in 1986. Mr. Aaron Serruya has been a
Director of the Corporation since 1994 when the Corporation first went public.
His day-to-day responsibilities include selling all new franchises and resales,
finding new locations, and research and development. Aaron Serruya was the
co-recipient in 1992 and 1993 of the Academy of Collegiate Entrepreneurs Award
for North America. Aaron Serruya is the brother of Michael Serruya.

David M. Smith - Vice Chairman, Chief Operating Officer and Director of the
Corporation. Mr. David M. Smith was a Vice President of Integrated Brands Inc.
from December 1989, and a Director of Integrated Brands Inc. from September 1993
until the acquisition of Integrated Brands Inc. by a wholly owned subsidiary of
the Corporation in March 1998. Mr. David M. Smith has been a Director of the
Corporation since March 1998. Mr. David M. Smith manages the overall operations
of the Corporation and directly oversees the information systems for the
Corporation and the marketing, and new product development functions of the
Corporation. Mr. David M. Smith is Mr. Richard E. Smith's son

Romeo DeGasperis is Vice President of Con-Drain Company Ltd., a family business
in which he has worked for over 18 years. Mr. Romeo DeGasperis manages the
operations and personnel of the company and is responsible for tendering new
projects as well as all the networking and communications for the company. Mr.
Romeo DeGasperis has been a Director of the Corporation since 2000.

Gary P. Stevens - Chief Financial Officer of the Corporation. Mr. Stevens has
been President of Integrated Brands Inc. since June 1990 and Treasurer and Chief
Financial Officer since April 1989. He was a Vice Chairman of the Board of
Integrated Brands from August 1988 until June 1990. Mr. Stevens became a
Director of Swensen's Inc. in October 1987 and served as President of Swensen's
Inc. from October 1987 until June 1990. He joined Swensen's in August 1986 as
Senior Executive Vice President - Finance and Administration.

Stephen Bogyay - Executive Vice-President, International Operations. Mr. Bogyay
has served as Executive Vice-President and Chief Operating Officer and Director
of Kayla Foods Int'l (Barbados) Inc. since 1996. Mr. Bogyay was President and
Director of Bresler's (Barbados) Inc. from 1995 to 1996. Mr. Bogyay served as
Vice President and Director of Yogen Fruz (Barbados) Inc. from 1994 to 1996.

John R. Welty Jr. - Vice-President, Franchising and Foodservice. Mr. Welty
became Vice-President, Eskimo Pie Foodservice in October 2000 and
Vice-President, CoolBrands Franchise in May 1998. Mr. Welty has been President
of Swensen's since July 1990. Prior to 1990, Mr. Welty held various executive
positions with Swensen's.

Timothy Timm - Vice-President, Manufacturing and Quality Assurance. Mr. Timm has
been Vice-President, Manufacturing and Quality Assurance since March 1998. He
was Vice-President of Manufacturing with Integrated Brands Inc. since 1988.
Prior to 1988, Mr. Timm held various manufacturing relations positions in the
ice cream industry.

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John M. Kaczynski - Senior Vice-President, Sales and Marketing. Mr. Kaczynski
has been Senior Vice-President, Sales since March 1998. From 1997 to 1998, Mr.
Kaczynski was Vice-President, Sales for Integrated Brands. From 1988 to 1998,
Mr. Kaczynski was Division Sales Manager with Nestle.

William J. Weiskopf - President, Value American Flavors and Ingredients. Mr.
Weiskopf became President of Value American Flavors and Ingredients in October
2000. Since August 1997, Mr. Weiskopf was Vice-President and General Manager,
Flavors Division of Eskimo Pie Corporation. From November 1995 to August 1997,
Mr. Weiskopf was National Sales Manager, Flavors.

Paul C. Samuel - Vice-President, Sam-Pack Flexible Packaging. Mr. Samuel has
been Vice-President, Sam-Pack Flexible Packaging since October 2000. Since July
1988, Mr. Samuel was Plant/General Manager of the packaging operation.

V. Stephen Kangisser - Vice-President, Sales. Mr. Kangisser became
Vice-President, Sales in October 2000. From August 1998 to October 2000, he was
Vice-President, Sales with Eskimo Pie Corporation and from May 1996 to July 1998
he was Vice-President, Marketing with Eskimo Pie Corporation.

Fred J. Fullerton, Jr. - Vice-President, Sales - Foodservice. Mr. Fullerton
became Vice-President of National Accounts for Eskimo Pie Foodservice in October
2000 and is responsible for multiple unit chain account sales. In 1994, Mr.
Fullerton became Director of Business Development for Eskimo Pie Foodservice.

John R. LeSauvage - Vice-President, Operations. Mr. LeSauvage has been
Vice-President, Marketing since June 1999, when he joined the Corporation. Since
1974, Mr. LeSauvage has held various sales and marketing related positions in
the frozen dessert industry.

J. Leo Glynn - President, Eskimo Pie Frozen Distribution, Inc. Mr. Glynn has
been president of Eskimo Pie Frozen Distribution Inc. since June 2003, when he
joined the Corporation. Mr. Glynn has twenty-five years of sales and general
management experience in DSD distribution in the ice cream and bakery
industries.

The Corporation does not have an executive committee of its Board of Directors.

As of August 31, 2003, all directors and officers of the Corporation, as a
group beneficially own or exercise control of approximately 54.8% of the votes
attaching to all outstanding shares of the Corporation, comprised of the
following: 155,031 multiple voting shares held directly by The Serruya Family
Trust and 4,078,301 multiple voting shares held by 1082272 Ontario Inc., a
wholly-owned subsidiary of The Serruya Family Trust; 1,419,467 multiple voting
shares held by Richard E. Smith, 288,106 multiple voting shares held by David M.
Smith and 45,138 multiple voting shares held by David J. Stein; and
approximately 248,455 subordinate voting shares held by the remaining officers
of the Corporation. In addition, Michael Serruya owns 56,000 subordinate voting
shares, Aaron Serruya owns 56,149 subordinate voting shares and Richard E. Smith
owns 8,300 subordinate voting shares.

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ITEM 8: ADDITIONAL INFORMATION

The Corporation will provide upon request to the Secretary of the
Corporation:

(a) when the securities of the Corporation are in the course of a
distribution pursuant to a short form prospectus or a preliminary
short form prospectus has been filed in respect of a distribution of
its securities,

(i) one copy of this Annual Information Form, together with one
copy of any document, or the pertinent pages of any
document, incorporated by reference in this Annual
Information Form;

(ii) one copy of the comparative consolidated financial
statements of the Corporation for its most recently
completed fiscal financial year together with the
accompanying report of the auditor and one copy of any
interim consolidated financial statements of the Corporation
subsequent to the consolidated financial statements for its
most recently completed financial year;

(iii) one copy of the information circular of the Corporation in
respect of its most recent Annual Meeting of Shareholders
that involved the election of directors or one copy of any
annual filing prepared in lieu of that information circular,
as appropriate; and

(iv) one copy of any documents that are incorporated by reference
into the preliminary short form prospectus or the short form
prospectus and are not required to be provided under (i) to
(iii) above; or

(b) at any other time, one copy of any other documents referred to in
(a)(i), (ii) and (iii) above.

Additional information including directors' and officers' remuneration and
indebtedness, principal holders of the Corporation's securities, options to
purchase securities and interests of insiders in material transactions, where
applicable, is contained in the Corporation's information circular for its most
recent annual meeting of shareholders that involved the election of directors,
and additional financial information is provided in the Corporation's
comparative financial statements for its most recently completed financial year.

The Board of Directors has approved the contents of this Annual Information
Form.