Form 51-102F3 Material Change Report Item 1 Name and Address of Company CoolBrands International Inc. ("CoolBrands") 8300 Woodbine Avenue 5th Floor Markham, Ontario L3R 9Y7 Item 2 Date of Material Change September 2, 2005 Item 3 News Release A press release was issued after the close of trading on the Toronto Stock Exchange on September 2, 2005 and disseminated through CNW Group. Item 4 Summary of Material Change CoolBrands entered into an amendment to its existing credit facilities with JP Morgan Chase Bank (the "Amendment"). The Amendment extends the maturity of the existing facilities from November 1, 2005 until January 3, 2006 and waives defaults in its financial covenants resulting from CoolBrands' financial performance for the quarter ended May 31, 2005. Item 5 Full Description of Material Change The Amendment eliminates all of the existing financial covenants from the loan agreements with JP Morgan Chase Bank through the remainder of the term. In connection with the Amendment, CoolBrands has granted JP Morgan Chase Bank a security interest in its personal property assets (other than certain excluded assets relating to its operations at Americana Foods Limited Partnership), reduced its outstanding indebtedness to the bank by US$10 million to a total of approximately US$41 million and has agreed to an increase of the interest rate by 200 basis points on all remaining outstanding balances to 450 basis points over Libor. In addition, the Amendment requires CoolBrands to maintain US$20 million of cash balances, of which US$10 million must be kept in accounts held at JP Morgan Chase Bank. As of September 1, 2005 CoolBrands' cash balance was approximately US$38 million. Item 6 Reliance On Subsection 7.1(2) or (3) of National Instrument 51-102 Not applicable. -2- Item 7 Omitted Information Not applicable. Item 8 Executive Officer For further information please contact Gary Stevens, Chief Financial Officer, at (631) 737-9700 ext. 211. Item 9 Date of Report September 9, 2005.