EX-4.1



 






EXHIBIT 4.1




SPECIMEN COMMON STOCK CERTIFICATE




	 	 	 	 	 
	NUMBER: CB

	 	 
	 	SHARES
	 

	 	[LOGO]	 	 
	INCORPORATED
	 	 	 	 
	UNDER THE

	 	CASTLE BRANDS
	 	CUSIP 148435 10 0
	LAWS OF THE

	 	 	 	SEE REVERSE
	STATE OF

	 	CASTLE BRANDS INC.
	 	FOR CERTAIN
	DELAWARE

	 	 	 	DEFINITIONS






THIS CERTIFIES THAT




IS THE OWNER OF




FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR

VALUE $.01 PER SHARE, OF




CASTLE BRANDS INC. transferable on the books of the Corporation by the holder hereof in

person or by duly authorized attorney upon surrender of this certificate properly endorsed.




This certificate is not valid until countersigned and registered by the Transfer Agent and

Registrar.




Witness the facsimile signatures of its duly authorized officers.




Dated:




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Secretary

	 	 
	 	 

Chairman of the Board
	 	 
	 
	 	 	 	 	 	 





CASTLE BRANDS INC.

CORPORATE

SEAL 2003

Delaware




 









 





Countersigned and Registered

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

Transfer Agent and Registrar




 




Authorized Officer




 





          The Corporation will furnish without charge to each stockholder who so request a statement of
the powers, designations, preferences and relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.




          The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:




	 	 	 
	 

	 	TEN COM — as tenants in common
	 
	 	 
	 

	 	TEN ENT — as tenants by the entireties
	 
	 	 
	 

	 	JT TEN — as joint tenants with right of survivorship and not as tenants in common
	 
	 	 





	 	 	 	 	 	 	 	 	 	 	 
	 

	 	UNIF GIFT MIN ACT -
	 	                    
	 	Custodian
	 	                    
	 	 
	 

	 	 	 	      (Cust)
	 	 	 	      (Minor)	 	 






	 	 	 	 	 
	 
	 	 	 	 
	 

	 	under Uniform Gifts to Minors Act
	 	                                        
	 

	 	 	 	          (State)
	 
	 	 	 	 





	 	 	 
	 

	 	Additional Abbreviations may also be used though not in the above list.






     For value received,                      hereby sell, assign and transfer unto



PLEASE INSERT SOCIAL SECURITY OR

OTHER

IDENTIFYING NUMBER OR ASSIGNEE




 




	 	 	 
	 


	 	 
	 
	 	 





	 	 	 
	 


	 	 
	 
	 	 





 

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE




 









 








 





 




 





 




	 	 	 
	 
 


	 	Shares






represented by the within Certificate, and do hereby irrevocably constitute and appoint




	 	 	 
	 
 


	 	Attorney





to transfer the said shares on the books of the within-named Corporation with full power of
substitution in the premises.




	 	 	 
	 
	 	 
	Dated
	 	 
	 
 


	 	 
 

	 
	 	 
	 
	 	 





	 	 	 	 	 
	 

	 	NOTICE:
	 	The signature to this assignment must
correspond with the name as written upon the
face of the certificate, in every particular,
without alteration or enlargement, or any change
whatever.






Signature(s) Guaranteed:




 




 




THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15.