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                                                                       EXHIBIT 3

                          COOLBRANDS INTERNATIONAL INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

Introduction

This Code of Business Conduct and Ethics (this "Code") applies to CoolBrands
International Inc. and its subsidiaries (collectively, the "Company").

We expect the Company's employees and officers ("employees") and members of its
Board of Directors ("directors") to use sound judgment to help us maintain
appropriate compliance procedures and to carry out our business with honesty and
in compliance with laws and high ethical standards. Each employee and director
is expected to read this Code and demonstrate personal commitment to the
standards set forth in this Code. Employees and directors who do not comply with
the standards set forth in this Code may be subject to discipline in light of
the nature of the violation, including termination of employment.

Any questions about this Code or the appropriate course of conduct in a
particular situation should be directed to the Company's Co-Chief Executive
Officers. Any evidence of improper conduct, violations of laws, rules,
regulations or this Code should be reported immediately. The Company will not
allow retaliation against an employee or director for such a report made in good
faith.

Any waiver of the provisions of this Code for executive officers or directors of
the Company may be made only by our Board of Directors or a committee thereof
and must be promptly disclosed to our stockholders.

A copy of this Code of Business Conduct and Ethics will be disclosed annually in
the Company's annual report on Form 40-F filed with the SEC.

Responsibilities

I.   Compliance with Laws, Rules and Regulations

     All employees and directors must respect and obey all laws applicable to
     the Company's business, including state and local laws in the geographic
     areas in which the Company operates. Any questions as to the applicability
     of any law should be directed to the Company's Co-Chief Executive Officers.

II.  Conflicts of Interest

     A conflict of interest occurs when the private interest of an employee or
     director interferes in any way - or appears to interfere - with the
     interests of the Company as a whole. For example, conflicts of interest
     also arise when an employee or director, or a member of his or her family,
     receives improper personal benefits as a result of his or her position with
     the Company. Conflicts of interest also can arise when an employee or
     director takes action or has interests that may make it difficult to make
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     decisions on behalf of the Company or to perform his or her duties
     objectively and effectively.

     Except as pre-approved in accordance with Company policy and procedures,
     transactions that involve a conflict of interest are prohibited as a matter
     of corporate policy. Any employee or director who becomes aware of a
     conflict or potential conflict, or who has a question about whether a
     conflict exists, must bring it to the attention of the Company's Co-Chief
     Executive Officers.

III. Corporate Opportunities

     Employees and directors are prohibited from (a) taking for themselves
     personally any opportunities that arise or are discovered through the use
     of corporate property, information or position, (b) using corporate
     property, information or position for personal gain, and (c) directly or
     indirectly competing with the Company. Employees and directors owe a duty
     to the Company to advance the Company's legitimate interests when the
     opportunity to do so arises.

IV.  Insider Trading

     The Company has a securities trading policy and all employees and directors
     must abide by its terms. This policy, among other things, provides that
     employees and directors may not buy or sell shares of the Company when they
     are in possession of material, non-public information. They also are
     prohibited from passing on such information to others who might make an
     investment decision based on such information. Employees and directors also
     may not trade in stocks of other companies about which they learn material,
     non-public information through the course of their employment or service.
     Any questions as to whether information is material or has been adequately
     disclosed should be directed to the Company's Co-Chief Executive Officers.

V.   Confidentiality

     Employees and directors should maintain the confidentiality of confidential
     information entrusted to them by the Company or its customers and
     suppliers, except when disclosure is authorized or legally mandated.
     "Confidential information" includes all non-public information that might
     be of use to competitors, or harmful to the Company or its customers or
     suppliers, if disclosed. This obligation to protect confidential
     information does not cease when an employee or director leaves the Company.
     Any questions about whether information is confidential should be directed
     to the Company's Co-Chief Executive Officers.

VI.  Fair Dealing

     Each employee and director should endeavor to deal fairly with the
     Company's competitors, suppliers, customers and employees. No employee or
     director should take unfair advantage of any other person through
     manipulation, concealment, abuse of privileged information,
     misrepresentation of material facts, or any other unfair practice.


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VII. Protection and Proper Use of the Company's Assets

     All employees and directors have a duty to protect the Company's assets and
     ensure the assets' efficient use. Theft, carelessness and waste have a
     direct impact on the Company's profitability and financial health. The
     Company's assets should be used only for legitimate business purposes and
     employees and directors should take measures to ensure against their theft,
     damage or misuse. These assets include intellectual property such as
     patents, trademarks, trade secrets, business and marketing plans, salary
     information and any unpublished financial data and reports. Any
     unauthorized use or distribution of this information is a violation of this
     Code.

VIII. Accuracy of Records and Reporting

     All of the Company's books, records, accounts and financial statements must
     be maintained in reasonable detail, must appropriately reflect the matters
     to which they relate and must conform both to applicable legal requirements
     and to the Company's system of internal controls. The making of false or
     misleading records or documentation is strictly prohibited. The Company
     must operate in compliance with all applicable laws and regulations
     regarding the preservation of records. Records should be retained or
     destroyed only in accordance with the Company's document retention
     policies. Any questions about these policies should be directed to the
     Company's Co-Chief Executive Officers.

IX.  Disclosure Controls and Procedures

     The Company is required by SEC rules to maintain effective "disclosure
     controls and procedures" so that financial and non-financial information
     required to be reported to the SEC is timely and accurately reported both
     to our senior management and in the filings the Company makes. All
     employees are expected, within the scope of their employment duties, to
     support the effectiveness of these disclosure controls and procedures. To
     that end, it is Company policy to promote the full, fair, accurate, timely
     and understandable disclosure in reports and documents filed with the SEC
     and otherwise communicate to the public.

X.   Improper Influence on Conduct of Audits

     An employee must not take any action to fraudulently influence, coerce,
     manipulate, or mislead any independent public or certified accountant
     engaged in the performance of an audit of the financial statements of the
     Company. An employee must also not take any action to fraudulently
     influence, coerce, manipulate, or mislead any member of the Company's
     internal auditors engaged in the performance of an internal audit or
     investigation. An employee must cooperate in any audit or investigation
     being conducted by the Company's internal or external auditors.


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XI.  Interaction with Public Officials and Entertainment and Gratuities

     When dealing with public officials, employees and directors must avoid any
     activity that is or appears illegal or unethical. The giving of gifts,
     including meals, entertainment, transportation and lodging, to government
     officials in the various branches of U.S. government, as well as state and
     local governments, is restricted by law. Employees and directors must
     obtain pre-approval from the Company's Co-Chief Executive Officers before
     providing anything of value to a government official or employee. The
     foregoing does not apply to personal lawful political contributions.

     In addition, the U.S. Foreign Corrupt Practices Act prohibits giving
     anything of value, directly or indirectly, to officials of foreign
     governments or foreign political candidates in order to obtain or retain
     business. Illegal payments to government officials of any country are
     strictly prohibited.

     The Company believes that business decisions by its non-governmental
     customers should be made solely on the basis of the Company's quality,
     service, price and other competitive factors. Gifts and entertainment of
     nominal value are used to create good will with non-governmental customers.
     If they go beyond that and make the customer feel obligated to offer any
     special consideration to the Company, they are unacceptable. The Company's
     policy is to avoid event the appearance of favoritism based on business
     entertainment or gratuities.

     Employees should exercise good judgment and moderation and should only
     offer gratuities to customers to the extent they are in accordance with
     reasonable customers in the marketplace.

     Normal and reasonable entertainment of non-governmental customers and
     suppliers covered by standard expense account reporting is permissible when
     not contrary to applicable law or to the non-governmental customer's or
     supplier's own policy.

XII. Environmental Protection

     The Company fully supports the belief that each employee has a
     responsibility to protect the environment and human life and health. It is,
     therefore, imperative that each employee accepts responsibility for
     compliance with laws and regulations governing the protection of the
     environment. No individual will knowingly buy for use at the Company, use
     or dispose of, other than in accordance with the law, any chemical or other
     substance which it is illegal to use or dispose of. Supervisors and
     managers are expected to stay current with all relevant laws and
     regulations concerning the protection of the environment, to seek
     professional guidance when necessary, and to assure compliance with the
     laws and regulations. In addition, we must week alternative to those
     methods, substances or products which are subject to regulation to assure
     protection of the environment and personal safety.

     Individuals who knowingly violate any environmental law or regulation will
     be subject to discharge and prosecution. Accidental incidents which affect
     the environment are to be


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     reported immediately, and measures are to be undertaken immediately to
     minimize environmental impact.

XIII. Use of Electronic Technology Resources

     The Company's electronic technical resources - including desktop and
     portable computer systems, personal digital assistants, fax machines,
     Internet and World Wide Web (Web) access, voice mail, electronic mail
     (e-mail), electronic bulletin boards, and intranet, as well as the use of
     any company-paid accounts, subscriptions, or other technical sources -
     enable employees quickly and efficiently to access and exchange information
     throughout the Company and around the world.

     These technical resources are provided for the benefit of the Company and
     its customers and suppliers. They are provided only for use in the pursuit
     of company business, unless otherwise authorized. Employees are permitted
     to use the Company's technical resources for occasional, non-work,
     non-prohibited purposes. Nevertheless and other than specific legal
     exceptions, employees have no right or privacy as to any information or
     file transmitted or stored on or through the company's electronic technical
     resources. Employees are responsible for ensuring that they use the
     technical resource privilege in an effective, ethical, and legal manner. To
     that end, the Company has installed systems to track Internet usage.

     Use of the Company's technical resources may not be used for personal gain,
     the advancement of individual views, or the solicitation of non-Company
     business or activities. Your use of the Company's technical resources must
     not interfere with your productivity, the productivity of any other
     employee, or the operation of the Company's technical resources.

     Sending, saving, or viewing offensive material using the Company's
     technical resources is prohibited. Messages stored or transmitted must not
     contain content that may reasonably be considered offensive to any
     employee. Offensive material includes, but is not limited to, sexual
     comments, jokes or images, racial slurs, gender-specific comments, or any
     comments or images that would offend someone on the basis of a person's
     race, color, creed, sex, age, national origin, or physical or mental
     disability. Any use of the Company's technical resources to harass,
     discriminate or for other prohibited purposes is unlawful and strictly
     forbidden, and will be subject to discipline, up to and including
     discharge.

Compliance Standards and Procedures

We understand that no code or policy can address every scenario or answer every
question. To ensure that all employees and directors can obtain prompt answers
to their questions and inquiries, we have implemented the following policies and
procedures:

     The Company's Co-Chief Executive Officers has been designated with
     responsibility for overseeing and monitoring compliance with this Code.
     These officers make periodic reports to the Company's Audit Committee
     regarding the implementation and


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     effectiveness of this Code as well as the Company's policies and procedures
     to ensure compliance with this Code.

     The Company's Co-Chief Executive Officers may be reached at 631-737-9700 or
     dstein@coolbrandsww.com and rsmith@coolbrandsww.com. If you wish to
     communicate any matter anonymously, the Company will maintain the
     confidentiality of your communication to the extent possible under
     applicable laws. Communications intended to be confidential should be
     mailed in writing, without indicating your name or address, to CoolBrands
     International Inc., 4175 Veterans Highway, Ronkonkoma, NY 11779, Attention:
     Co-Chief Executive Officer.

     Reporting Violations

     All employees are encouraged to speak with their supervisors, managers or
     other appropriate personnel when in doubt about the best course of action
     in a particular situation. In most instances, employees and directors
     should bring any questions regarding this Code to the attention of the
     Company's Co-Chief Executive Officers.

     We encourage all employees to promptly report to the appropriate Company
     personnel any actual or apparent violations of this Code or any laws, rules
     or regulations. The Company does not permit retaliation or discrimination
     of any kind against employees who reasonably believe there has been
     possible illegal or unethical conduct and who in good faith report the
     conduct to us. However, it is a violation of our policy for any employee to
     communicate a report claiming illegal or unethical conduct which the
     employee knows to be false.

     Investigations

     Reported violations will be promptly investigated. The person reporting the
     violation should not conduct an investigation on his or her own. However,
     employees and directors are expected to cooperate fully with any
     investigation made by the Company or any of its representatives.

     Accountability

     Employees and directors who violate this Code may be subject to
     disciplinary action, including termination of employment. Knowledge of a
     violation and failure to promptly report or correct the violation may also
     subject an employee or director to disciplinary action. Some violations of
     this Code are illegal and may subject the employee or director to civil and
     criminal liability.


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