FORM 52-109F1

                         Certification of Annual Filings

I, David J. Stein, President and Chief Executive Officer, certify that:

1.   I have reviewed the annual filings (as this term is defined in Multilateral
     Instrument 52-109 Certification of Disclosure in Issuers' Annual and
     Interim Filings) of Coolbrands International Inc., (the "Issuer") for the
     annual period ending August 31, 2005;

2.   Based on my knowledge, the annual filings do not contain any untrue
     statement of a material fact or omit to state a material fact required to
     be stated or that is necessary to make a statement not misleading in light
     of the circumstances under which it was made, with respect to the period
     covered by the annual filings;

3.   Based on my knowledge, the annual financial statements together with the
     other financial information included in the annual filings fairly present
     in all material respects the financial condition, results of operations and
     cash flows of the issuer, as of the date and for the periods presented in
     the annual filings;

4.   The issuer's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures for the
     issuer, and we have:

     (a)  designed such disclosure controls and procedures, or caused them to be
          designed under our supervision, to provide reasonable assurance that
          material information relating to the issuer, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which the annual filings
          are being prepared; and

     (b)  evaluated the effectiveness of the issuer's disclosure controls and
          procedures as of the end of the period covered by the annual filings
          and have caused the issuer to disclose in the annual MD&A our
          conclusions about the effectiveness of the disclosure controls and
          procedures as of the end of the period covered by the annual filings
          based on such evaluation.

December 13th, 2005


"David Stein"
- ---------------------------------
David J. Stein
President and Chief Executive
Officer






                                  FORM 52-109F1

                         Certification of Annual Filings

I, Gary Stevens, Chief Financial Officer, certify that:

1.   I have reviewed the annual filings (as this term is defined in Multilateral
     Instrument 52-109 Certification of Disclosure in Issuers' Annual and
     Interim Filings) of Coolbrands International Inc., (the "Issuer") for the
     annual period ending August 31, 2005;

2.   Based on my knowledge, the annual filings do not contain any untrue
     statement of a material fact or omit to state a material fact required to
     be stated or that is necessary to make a statement not misleading in light
     of the circumstances under which it was made, with respect to the period
     covered by the annual filings;

3.   Based on my knowledge, the annual financial statements together with the
     other financial information included in the annual filings fairly present
     in all material respects the financial condition, results of operations and
     cash flows of the issuer, as of the date and for the periods presented in
     the annual filings;

4.   The issuer's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures for the
     issuer, and we have:

     (a)  designed such disclosure controls and procedures, or caused them to be
          designed under our supervision, to provide reasonable assurance that
          material information relating to the issuer, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which the annual filings
          are being prepared; and

     (b)  evaluated the effectiveness of the issuer's disclosure controls and
          procedures as of the end of the period covered by the annual filings
          and have caused the issuer to disclose in the annual MD&A our
          conclusions about the effectiveness of the disclosure controls and
          procedures as of the end of the period covered by the annual filings
          based on such evaluation.

December 13th , 2005


"Gary Stevens"
- --------------------------------
Gary Stevens
Chief Financial Officer