**Exhibit
        4.21**
 
 Warrant
        granted to Michael Serruya
 
 **COOLBRANDS
        INTERNATIONAL INC.**
 **Warrant
        to Subscribe for**
 **Subordinated
        Voting Shares**
 
 November
        25, 2006
  **1.           Grant
        of Warrant**
  THIS
        IS TO CERTIFY THAT, for value received, Michael Serruya (the “holder”) is
        entitled to subscribe for and purchase up to 5,500,000 subordinate voting
        shares
        (“Shares”) of CoolBrands International Inc. (the “Company”) at a price of $.50
        per Share (the price at which one Share may be purchased hereunder from time
        to
        time being hereinafter referred to as the “Exercise Price”) in lawful money of
        Canada at any time beginning on the date of November 25, 2006 and ending
        at 5:00
        p.m. (Toronto time) on November 25, 2011 (the “Time of Expiry”), all subject to
        adjustment as hereinafter provided, by surrendering this Warrant with the
        subscription form duly completed and executed to the executive office of
        the
        Company.
  **2.           Exercise
        in Whole or in Part**
  This
        warrant may be exercised in whole or in part, and if exercised in part, the
        Company shall issue another certificate, in a form evidencing the remaining
        rights to purchase Shares, provided that any such right shall terminate at
        the
        Time of Expiry.
  **3.           Exercise**
  Within
        five business days of receipt of this Warrant with the subscription form
        duly
        completed and executed, the Company shall issue or cause to be issued a
        certificate representing the Shares subscribed for and purchased by the holder
        hereunder against payment for such Shares by certified cheque, bank draft
        or
        money order in lawful money of Canada payable to or to the order of the Company
        or such other method that the Company deems acceptable.
  The
        Company covenants and agrees that the Shares which may be issued upon the
        exercise of the rights represented by this Warrant will, upon issuance, be
        fully
        paid and non-assessable and free of all liens, charges, and encumbrances
        of any
        nature whatsoever in favour of the Company save for the provisions of the
        certificate of incorporation, as amended from time to time, of the Company
        which
        set out the rights and privileges of such class and/or series of Shares,
        and the
        holder shall be deemed to have become the holder of record of any Shares
        on the
        date of receipt of the executed Warrant subscription form.
  **Warrantholder
        not a Shareholder**
  This
        Warrant shall not entitle the holder to any rights as a shareholder of the
        Company, including voting rights, except that the Company shall concurrently
        furnish to the holder a copy of all notices which are furnished to holders
        of
        any Shares.
  **Adjustments**
  If
        the Shares are changed by reason of a Share split, reverse Share split, Share
        distribution or recapitalization, or converted into or exchanged for other
        securities as a result of a merger, consolidation or reorganization, the
        board
        of the general partner of the Company shall make such adjustments in the
        number
        and class of Shares subject to this Warrant, and such adjustments to the
        Exercise Price, as shall be equitable and appropriate in its good faith judgment
        under the circumstances.
  **Assignment**
  This
        Warrant shall only be assignable or transferable by the holder with the prior
        written consent of the Company, which consent may be granted or withheld
        in the
        sole discretion of the Company.
  
  **Governing
        Law**
  This
        Warrant shall be governed and construed in accordance with the laws of the
        Province of Ontario and the federal laws of Canada applicable therein without
        regard to principles of conflicts of laws.
 **IN
        WITNESS WHEREOF**the Company has caused this Warrant to be duly
        executed.
 
 **COOLBRANDS
                  INTERNATIONAL INC.**By:
                  ____________________________________________________Authorized
                  Signing OfficerBy:
                  ____________________________________________________Authorized
                  Signing Officer
 
  
  
  **SUBSCRIPTION
        FORM**
  **TO:**
              **COOLBRANDS
                  INTERNATIONAL INC.**
 
 
 Attention:  Gary
                  Stevens
 
 The
        undersigned holder of the within
        Warrant hereby irrevocably subscribes for the number of Subordinate Voting
        Shares of CoolBrands International Inc. at the Exercise Price referred to
        in
        such Warrant and encloses herewith a certified cheque, bank draft or money
        order
        payable at par in the City of Toronto to the order of CoolBrands International
        Inc. or evidence of any other method of payment deemed acceptable to CoolBrands
        International Inc., in full payment of the subscription price of the Shares
        hereby subscribed for.
  The
        undersigned hereby directs that the
        said Shares be issued as follows:
  **NAME(S)
                  IN FULL**
              **ADDRESS(ES)**
              **NUMBER
                  OF SHARES**
  (Please
        print.  If securities are issued to a person other than the holder,
        the holder must obtain the consent of the Company.)
  **DATED**this
        ______ day
        of ____________________, _______.
  }Witness
              SignaturePrint
                  Full NameAddress
                  in Full
 
 
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