Exhibit10.65

FORM OF WARRANT – NOT A VALID CERTIFICATE

NEITHER THIS WARRANT AGREEMENT NOR THE SECURITIES REPRESENTEDBY THIS WARRANT AGREEMENT HAVE BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANTAGREEMENT AND, UPON ACQUISITION, THE SECURITIES REPRESENTED HEREBY HAVEBEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, OFFERED FOR SALE ORTRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THESECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIESLAWS OR AN OPINION OF COUNSEL IN FORM AND FROM COUNSEL REASONABLYACCEPTABLE TO CASTLE BRANDS THAT THE TRANSACTION SHALL NOT RESULT IN AVIOLATION OF STATE OR FEDERAL SECURITIES LAWS.

WARRANTAGREEMENT

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| DATE:    |  |  | November10,2006                                                          |  |  |                                       |
|     |  |  |                                                                     |  |  |                                       |
| PARTIES: |  |  | [Name][Address]                                                          |  |  | (‘‘Investor’’)     |
|     |  |  |                                                                     |  |  |                                       |
|     |  |  | CastleBrands Inc.570 Lexington Avenue, 29th FloorNewYork, New York 10022 |  |  | (‘‘CastleBrands’’) |
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RECITALS:

1.    Castle Brands owns all the capital stock of its U.S.subsidiary, Castle Brands (USA) Corp., a Delaware corporation (the‘‘U.S. Subsidiary’’).

2.    The U.S.Subsidiary is offering for sale at par up to a maximum $5,340,000principal amount 9%  Senior Secured Notes, Series2006 due May 31, 2009 (the ‘‘Notes’’) in aprivate placement transaction exempt under federal and state securitieslaws.

3.    The board of directors of Castle Brands believesthat it is in the best interests of Castle Brands and its U.S.Subsidiary to enable the sale of the Notes by offering to each Notepurchaser (‘‘Investor’’) the rights to purchase(such right is hereinafter referred to as the ‘‘WarrantRights’’) under this Warrant Agreement forty (40) shares ofCastle Brands common stock, $.01 par value per share(‘‘Common Stock’’), for each $1,000 principalamount of Notes subscribed to by Investor and purchased from theU.S.  Subsidiary.

4.    The Notes and Warrant Rights areoffered in tandem (together, the‘‘Securities’’) to a limited number ofaccredited investors in compliance with applicable exemptions fromstate and federal securities laws.

5.    Following thepurchase by Investor, the Warrant Rights and Notes will be separatesecurities, such that, among other things, (i)  each of theSecurities will be issued by a separate entity pursuant to separatedocumentation and will constitute the primary obligation of the issuingentity, (ii)  each of the Securities will be transferable withoutrequiring transfer of the other Security, and (iii)  the WarrantAgreement and Warrant Rights will survive the payment of the Notes.

NOW, THEREFORE, in consideration of Investor's purchase of theNotes and the benefit therefrom that will inure to Castle Brands, andthe mutual agreements contained herein, the parties agree asfollows:

Section 1    GRANT AND ACCEPTANCE OF WARRANTAGREEMENT

Castle Brands grants and delivers this WarrantAgreement to Investor entitling it and its permitted transferees underSection 4.3 below, subject to the terms and conditions set forth inthis Warrant 

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Agreement, to purchase from the date of thisWarrant Agreement to March 31, 2012 (the ‘‘ExpirationDate’’),                                            (            )shares of Castle Brands Common Stock at the purchase price of U.S.$8.00 per share (subject to adjustment as hereafter provided), uponpresentation of this Warrant Agreement and payment of the purchaseprice in cash, certified check or bank draft payable to Castle Brandsor other form of payment acceptable to Castle Brands at the office ofCastle Brands at the address indicated above. Investor accepts andagrees to the terms and conditions of this Warrant Agreement.

Section 2    DURATION AND EXERCISE OF WARRANT AGREEMENT

2.1    Term.    This Warrant Agreement shall becomevoid unless it is exercised and payment of the purchase price is madeprior to the Expiration Date.

2.2    Exercise of WarrantAgreement.    This Warrant Agreement may be exercised during itsexercise period by Investor, and at its option, as to the whole at anytime or in part from time to time. If this Warrant Agreement isexercised for less than the maximum number of shares of Common Stockpurchasable upon the exercise hereof, Castle Brands shall issue toInvestor a new warrant agreement of like tenor and date representingthe right to purchase a number of shares of Common Stock equal to thedifference between the number of shares purchasable upon full exerciseof this Warrant Agreement and the number of shares that were purchasedupon the exercise of this Warrant Agreement. To be exercised, thisWarrant Agreement must be surrendered by Investor for cancellation atthe office of Castle Brands accompanied with written instructions as tothe number of shares to be purchased and the payment of the purchaseprice.

2.3    Investment Interest.    Unless theshares to be acquired hereunder have been registered under applicablesecurities laws and a representation for investment intent is notneeded to comply with the securities laws, if required by Castle Brandsat the time of any exercise of this Warrant Agreement, as a conditionto such exercise, Investor shall enter into an agreement with CastleBrands in form reasonably satisfactory to counsel for Castle Brands bywhich Investor (1)  shall represent that it is an‘‘accredited investor’’ as defined byRule  501 of Regulation  D promulgated under the SecuritiesAct of 1933, as amended (the ‘‘SecuritiesAct’’), and the shares are being acquired forInvestor's own account for investment and not with a view to, orfor sale in connection with, any resale or distribution of such shares,and (2)  shall agree that, if Investor should decide to sell,transfer, or otherwise dispose of any of such shares, Investor may doso only in accordance with this Warrant Agreement and applicablesecurities laws.

2.4    Conversion Notice.    TheWarrant Agreement may be exercised by Investor, at any time or fromtime to time, prior to the Expiration Date, on any business day bydelivering a written notice of the exercise of this Warrant Agreement(the ‘‘Conversion Notice’’) to Castle Brands atits principal office specifying (i) the total number of shares Investorwill purchase pursuant to such conversion and (ii) a place and date notless than five nor more than 30 days from the date of the ConversionNotice for the closing of such purchase.

Section3    COVENANTS OF CASTLE BRANDS

3.1    Reservation ofStock.    Castle Brands covenants that, while this WarrantAgreement is exercisable, it shall reserve a sufficient number ofshares to provide for the delivery of shares pursuant to the exerciseof this Warrant Agreement.

3.2    Validly IssuedStock.    Castle Brands covenants and agrees that all shares ofCommon Stock that may be issued upon the exercise of this WarrantAgreement shall, upon issuance, be duly and validly issued, fully paidand nonassessable, and free from all taxes, liens and charges withrespect to the purchase and the issuance of the shares.

3.3    Due Authorization.    Castle Brands covenantsthat all acts and things necessary have been done and performed to makethis Warrant Agreement, when executed on behalf of Castle Brands, thevalid, binding and legal obligation of Castle Brands and to authorizethe execution and delivery of this Warrant Agreement, and Castle Brandscovenants that all acts and things necessary will have been done andperformed prior to the issuance of the shares of Common Stockpurchasable under this Warrant Agreement to make such issuance a dulyauthorized, valid and legal act of Castle Brands.

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Section 4    RESTRICTIONS ONTRANSFERABILITY

4.1    TransferRestrictions.    Unless and until registered or an exemption isavailable from such registration, this Warrant Agreement, the WarrantRights, the shares of Common Stock purchased upon exercise of thisWarrant Agreement (‘‘Purchased Shares’’) andpurchasable upon exercise of this Warrant Agreement(‘‘Underlying Shares’’) shall not be sold,assigned, transferred or pledged except upon the conditions specifiedin Section  4 of this Warrant Agreement, which conditions areintended to ensure compliance with the provisions of the applicablefederal and state securities laws.

4.2    SecuritiesCompliance.    Investor represents that it is an‘‘accredited investor’’ as defined byRule  501 of Regulation  D promulgated under the SecuritiesAct and acquiring the Warrant Rights and the Underlying Shares for itsown account for investment, and not with the view to, or for resale inconnection with, any distribution thereof. Investor understands thatthe Warrant Rights and the Underlying Shares have not been registeredunder the Securities Act or any applicable state securities laws byreason of specific exemptions from the registration provisions of thosesecurities laws, the availability of which depends upon, among otherthings, the bona fide nature of the investment intent and the accuracyof Investor's representation herein. Investor acknowledges thatthis Warrant Agreement, the Purchased Shares and the Underlying Sharesmust be held indefinitely, unless subsequently registered under theSecurities Act or unless an exemption from registration isavailable.

4.3    Transferees Bound By This WarrantAgreement.    Notwithstanding anything else to the contrarystated in this Warrant Agreement, no transfer of the Warrant Agreementor the Warrant Rights shall be made unless the transferee executes acounterpart copy of this Warrant Agreement, as amended, pursuant towhich the transferee agrees to be bound by the provisions of thisWarrant Agreement, as amended; provided, however, that thisSection  4.3 shall not apply to the extent that either theUnderlying Shares or the Purchased Shares are registered underapplicable securities laws.

4.4    Notice of ProposedTransfers.    Prior to any proposed sale, assignment, transferor pledge of this Warrant Agreement, Underlying Shares or PurchasedShares, unless there is in effect a registration statement under theSecurities Act, covering the proposed transfer, Investor shall givewritten notice to Castle Brands of its intention to effect suchtransfer, sale, assignment or pledge. Each such notice shall describethe manner and circumstances of the proposed transfer, sale, assignmentor pledge in sufficient detail and, if Castle Brands reasonably sorequests, shall be accompanied at Investor's expense by either(i)  a written opinion of legal counsel in form and from counselreasonably acceptable to Castle Brands which states that the proposedtransfer of this Warrant Agreement, Underlying Shares or PurchasedShares may be effected without registration under the Securities Act or(ii)  a ‘‘no action’’ letter from theSecurities and Exchange Commission (the‘‘Commission’’) to the effect that the transferof such securities without registration will not result in arecommendation by the staff of the Commission that action be taken withrespect thereto, whereupon the holder of such Warrant Agreement,Underlying Shares or Purchased Shares shall be entitled to transfersuch Warrant Agreement, Underlying Shares or Purchased Shares inaccordance with the terms of the notice delivered by Investor to CastleBrands. Each certificate evidencing the Purchased Shares transferred asabove provided shall bear the appropriate restrictive legends set forthin this Warrant Agreement, except that such certificate shall not bearsuch restrictive legends if, in the opinion of counsel for CastleBrands, such legends are not required in order to establish compliancewith any provisions of the Securities Act.

4.5    Restrictive Legends.    Each certificaterepresenting the Purchased Shares and any other securities issued inrespect of the Purchased Shares upon any stock split, stock dividend,recapitalization, merger, consolidation or similar event unless thesame are registered prior to exercise of this Warrant Agreement, shallbe stamped or otherwise imprinted with a legend in substantially thefollowing form:

THE SECURITIES REPRESENTED BYTHIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIESHAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, OFFERED FOR SALEOR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THESECURITIES ACT OF 1933, AS AMENDED, AND 

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ANY APPLICABLE STATE SECURITIES LAWS OR ANOPINION OF COUNSEL IN FORM AND FROM COUNSEL REASONABLY ACCEPTABLE TOCASTLE BRANDS THAT THE TRANSACTION SHALL NOT RESULT IN A VIOLATION OFSTATE OR FEDERAL SECURITIES LAWS.

Investor consents to CastleBrands making a notation on its records and giving instructions to anytransfer agent of the Purchased Shares in order to implement therestrictions on transfer established in this Warrant Agreement.

4.6    Modification of this Section.    If aregistration statement under the Securities Act is hereafter filed withrespect to this Warrant Agreement, Purchased Shares or the UnderlyingShares, the provisions in this Warrant Agreement that would otherwisebe required by this Section 4 shall be appropriately modified oreliminated.

4.7    OtherwiseTransferable.    Subject to the transfer conditions set forth inthis Section 4, this Warrant Agreement and the Warrant Rights, theUnderlying Shares or Purchased Shares are transferable, in whole or inpart, without charge to Investor, upon surrender of this Warrant at theprincipal office of Castle Brands.

Section 5    ANTI-DILUTIONADJUSTMENTS

5.1    Adjustment of Exercise Price andNumber of Shares.    In order to prevent dilution of the WarrantRights granted under this Warrant Agreement, the purchase price of eachUnderlying Share (the ‘‘Exercise Price’’) shallbe subject to adjustment from time to time as provided in thisSection  5, and the number of shares obtainable upon exercise ofthis Warrant Agreement shall be subject to adjustment from time to timeas provided in this Section  5.

5.2    Subdivisionor Combination of Shares.    If Castle Brands at any timesubdivides (by any stock split or recapitalization) one or more classesof its outstanding shares of its Common Stock into a greater number ofshares, the Exercise Price in effect immediately prior to suchsubdivision shall be proportionately reduced and the number ofUnderlying Shares obtainable upon exercise of this Warrant shall beproportionately increased. If Castle Brands at any time combines (byreverse stock split or otherwise) its outstanding shares of its CommonStock into a smaller number of shares, the Exercise Price in effectimmediately prior to such combination shall be proportionatelyincreased and the number of Underlying Shares obtainable upon exerciseof this Warrant shall be proportionately decreased.

5.3    Reorganization, Reclassification, Consolidation, Mergeror Sale.    Any recapitalization, reorganization,reclassification, consolidation, merger, sale of all or substantiallyall of Castle Brands's assets or other transaction, which in eachcase is effected in such a way that the holders of Common Stock areentitled to receive (either directly or upon subsequent liquidation)stock, securities or assets with respect to or in exchange for sharesof Common Stock is referred to herein as an ‘‘OrganicChange.’’ Prior to the consummation of any OrganicChange, Castle Brands shall make appropriate provision (in form andsubstance satisfactory to Investor) to insure that Investor shallthereafter have the right, in lieu of or in addition to (as the casemay be) the Underlying Shares immediately theretofore acquirable uponthe exercise of this Warrant Agreement, to receive such shares ofstock, securities or assets as may be issued or payable with respect toor in exchange for the number of shares of Common Stock immediatelytheretofore acquirable upon exercise of this Warrant Agreement had suchOrganic Change not taken place. In any such case, Castle Brands shallmake appropriate provision (in form and substance satisfactory toInvestor) with respect to Investor's rights and interests toinsure that the provisions of this Section 5 shall thereafter beapplicable to this Warrant Agreement (including, in the case of anysuch consolidation, merger or sale in which the successor entity orpurchasing entity is other than Castle Brands, an immediate adjustmentof the Exercise Price to the value for the shares reflected by theterms of such consolidation, merger or sale, and a correspondingimmediate adjustment in the number of Underlying Shares acquirable andreceivable upon exercise of this Warrant Agreement, if the value soreflected is less than the Exercise Price in effect immediately priorto such consolidation, merger or sale).

5.4    Notices.

(i)    Immediately upon anyadjustment of the Exercise Price, Castle Brands shall give writtennotice thereof to Investor, setting forth in reasonable detail andcertifying the calculation of such adjustment.

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(ii)    Castle Brands shall give writtennotice to Investor at least 20  days prior to the date on whichCastle Brands closes its books or takes a record (A)  withrespect to any dividend or distribution upon the shares of CommonStock, (B)  with respect to any pro rata subscription offer toholders of shares of Common Stock or (C)  for determining rightsto vote with respect to any Organic Change, dissolution orliquidation.

(iii)    Castle Brands shall also give writtennotice to Investor at least 20  days prior to the date on whichany Organic Change, dissolution or liquidation shall take place.

Section 6    LIMITED REGISTRATION RIGHTS

6.1    Limited Registration Rights.

6.1.1    None of this Warrant Agreement, the PurchasedShares or the Underlying Shares has been registered under thesecurities laws of any jurisdiction.

6.1.2    Exceptas specifically provided for in Section  6.1 of this WarrantAgreement, Castle Brands is not obligated to register the WarrantAgreement, the Purchased Shares or the Underlying Shares.

6.1.3    If Castle Brands shall determine to registerany of its shares of Stock, either for its own account or the accountof a holder (as hereinafter defined) other than (x)  aregistration relating solely to employee benefit plans or (y)  aregistration relating solely to a Commission Rule  145transaction, Castle Brands will:

(i)    promptly give toInvestor written notice thereof; and

(ii)    include in suchregistration (and any related qualification under blue sky laws orother compliance), and in any underwriting involved therein, allPurchased Shares and Underlying Shares (not previously disposed of)specified in a written request or requests made within 30 days afterreceipt of such written notice from Castle Brands by any Investor(‘‘Registrable Securities’’).

6.1.4    Underwriting.    If the registrationof which Castle Brands gives notice is for a registered public offeringinvolving an underwriting, Castle Brands shall so advise Investor as apart of the written notice given pursuant to this Section 6.1. In suchevent, the right of Investor to registration pursuant to this Section6.1 shall be conditioned upon Investor's participation in suchunderwriting and the inclusion of Registrable Securities in theunderwriting to the extent provided herein. All holders proposing todistribute their securities through such underwriting shall (togetherwith Castle Brands and the Investors distributing their shares ofRegistrable Securities through such underwriting) enter into anunderwriting agreement in customary form with the managing underwriterselected for such underwriting by Castle Brands and may, at theiroption, require that any or all of the representations and warrantiesby, and the other agreements on the part of, Castle Brands to and forthe benefit of such underwriters also be made to and for their benefitand that any or all of the conditions precedent to the obligations ofsuch underwriters under such underwriting agreement also be conditionsprecedent to their obligations. No Investor other than an Investor who,together with its affiliates (within the meaning of Rule  12b-2under the Securities and Exchange Act of 1934, as amended (the‘‘Exchange Act’’), owns at least a majority ofthe outstanding capital stock of Castle Brands (on an as-convertedbasis, if applicable) shall be required to make any representations orwarranties to or agreements with Castle Brands or the underwritersother than representations, warranties or agreements regarding suchInvestor and its ownership of the shares of capital stock beingregistered on its behalf and such Investor's intended method ofdistribution and any other representation required by law.Notwithstanding any other provision of this Section 6.1.4, if themanaging underwriter determines that marketing factors require alimitation of the number of shares of Registrable Securities to beunderwritten, the managing underwriter may limit the number ofRegistrable Securities to be included in the registration andunderwriting (up to the exclusion of all Registrable Securities), on apro rata basis based on the total number of shares of capitalstock of Castle Brands (including Registrable Securities) (on anas-converted basis) requested to be included in such registration. Tofacilitate the allocation of capital stock in accordance with the aboveprovisions, Castle Brands or the underwriters may round the number ofshares of Registrable Securities allocated to the Investor to the

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nearest 10 shares of Registrable Securities.If the Investor disapproves of the terms of any such underwriting, itmay elect to withdraw therefrom by written notice to Castle Brands andthe managing underwriter.

6.1.5    Right toTerminate Registration.    Castle Brands shall have the right toterminate or withdraw any registration initiated by it under thisSection 6.1 prior to the effectiveness of such registration, whether ornot the Investor has elected to include his Registrable Securities insuch registration.

6.1.6    RegistrableSecurities.    If at any time Registrable Securities are to beincluded in a registration pursuant to this Section 6.1, the securitiesto be registered shall be the Purchased Shares or UnderlyingShares.

6.2    Expenses of Registration.

Allregistration and other related expenses incurred in connection with anyregistration pursuant to this Section 6, and the reasonable cost of onespecial legal counsel to represent all Investors, shall be borne byCastle Brands, except for Investor's share of underwriter'sfees, if any.

6.3    Indemnification.

6.3.1    Indemnification by CastleBrands.    To the extent permitted by law, Castle Brands willindemnify Investor within the meaning of the Securities Act withrespect to which registration, qualification or compliance has beeneffected pursuant to this Section 6 against losses, claims, damages,liabilities, investigations, actions, proceedings and expenses causedby any untrue statement or alleged untrue statement of a material factcontained in any registration statement, prospectus or preliminary orsummary prospectus, or any amendment thereof or supplement thereto, orany omission or alleged omission of a material fact required to bestated therein or necessary to make the statements therein, in thelight of the circumstances under which they were made, not misleading,and Castle Brands will reimburse Investor for any legal and otherexpenses reasonably incurred by Investor in connection withinvestigating or defending any such loss, claim, liability,investigation, action or proceeding except insofar as the same was madein reliance upon and in conformity with written information furnishedto Castle Brands by an instrument duly executed by Investor expresslystated for use therein (‘‘Investor'sInformation’’) or such liability arises out of or is basedon willful misconduct of Investor.

6.3.2    Indemnification by Investor.    Tothe extent permitted by law, in connection with each registrationrelating to the disposition of the Purchased Shares or UnderlyingShares by Investor pursuant to Section 6, Investor will indemnifyCastle Brands, each of its directors, officers, agents, and any personwho controls Castle Brands (within the meaning of the Securities Act)against all losses, claims, damages, liabilities, investigations,actions, proceedings and expenses described in Section 6.1 above, butonly with respect to untrue statements or omissions made in theregistration statement, any preliminary or summary prospectus or theprospectus or any amendment or supplement thereto in reliance upon andin conformity with Investor's Information; provided, however,that the liability of Investor for indemnification under this Section6.3.2 shall not exceed the gross proceeds from the offering received byInvestor, unless such liability arises out of or is based on the badfaith or willful misconduct of Investor.

6.3.3    Claims for Indemnification.    Eachparty entitled to indemnification under this Section 6 (the‘‘Indemnified Party’’) shall give writtennotice to the party required to provide indemnification (the‘‘Indemnifying Party’’) promptly after suchIndemnified Party has actual knowledge of any claim as to whichindemnity may be sought and shall unless in the IndemnifiedParty's reasonable judgment a conflict of interest may existbetween the Indemnified Party and the Indemnifying Party in respect ofsuch claim, permit the Indemnifying Party to assume the defense of anysuch claim or any litigation resulting therefrom, provided that counselfor the Indemnifying Party, who shall conduct the defense of such claimor litigation, shall be approved by the Indemnified Party (whichapproval shall not unreasonably be withheld), and the Indemnified Partymay participate in such defense at such party's expense, andprovided further that the failure of any Indemnified Party to givenotice as provided herein shall not relieve the Indemnifying Party ofits obligations under this Section 6 except to the extent that thefailure to give such notice is materially prejudicial to anIndemnifying Party's ability to defend such action. NoIndemnifying Party, in the defense of any such claim or litigation,shall, except with the consent of each 

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Indemnified Party, consent to entry of anyjudgment or enter into any settlement that does not include as anunconditional term thereof the giving by the claimant or plaintiff tosuch Indemnified Party of a release from all liability in respect tosuch claim or litigation.

6.3.4    Survival ofIndemnification.    The indemnification provided for under thisSection 6 will remain in full force and effect regardless of anyinvestigation made by or on behalf of the Indemnified Party. Theobligations of Castle Brands and Investor under this Section 6 shallsurvive the completion of any offering of registrable securities in aregistration statement pursuant to this Warrant Agreement. The partiesagree to make such provisions for contribution as are reasonablyrequested by the other party hereto, in the event indemnification isunavailable for any reason.

6.4    Information byInvestor; Copies of Prospectus.    Investor shall furnish toCastle Brands such information regarding itself, the RegistrableSecurities held by it and the distribution proposed by it as CastleBrands may reasonably request in writing and as shall be required inconnection with any registration, qualification or compliance referredto in this Section 6. In connection with any such registration, CastleBrands shall furnish to Investor the registration statement and eachamendment and supplement thereto and such other documents as Investormay reasonably request, and such numbers of copies as it may reasonablyrequest, in order to facilitate the disposition of registrablesecurities owned by it, of any prospectus or preliminary or summaryprospectus prepared in conformity with the Securities Act.

6.5    Obligations of Castle Brands.    Wheneverrequired under this Section 6 to effect the registration of anyPurchased Shares or Underlying Shares pursuant to Section 6.1, CastleBrands shall, as soon as practicable:

6.5.1    Prepare and file with the Commission aregistration statement with respect to such securities and use itsreasonable efforts to cause such registration statement to becomeeffective and remain effective for at least 120 days.

6.5.2    Prepare and file with the Commission suchamendments and supplements to such registration statement and theprospectus used in connection with such registration statement as maybe necessary to keep such registration statement effective for at least120 days, and to comply with the provisions of the Securities Act withrespect to the disposition of all securities covered by suchregistration statement.

6.5.3    Use its reasonableefforts to register and qualify the securities covered by suchregistration statement under such other securities or blue sky laws ofsuch jurisdictions where an exemption is not available as shall bereasonably requested by Investor, to keep such registration orqualification in effect for so long as such registration statementremains in effect, provided that Castle Brands shall not be required inconnection therewith or as a condition thereto to file a generalconsent to service of process in any such states or jurisdictions.

6.5.4    Notify Investor at any time when a prospectusrelating thereto is required to be delivered under the Securities Actupon discovery that or upon the happening of any event as a result ofwhich the prospectus included in such registration statement, as thenin effect, includes an untrue statement of a material fact or omits tostate a material fact required to be stated therein or necessary tomake the statements therein not misleading in the light of thecircumstances then existing, and at the reasonable request of Investorfurnish to Investor a reasonable number of copies of a supplement to oran amendment of such prospectus as may be necessary so that, asthereafter delivered to the purchasers of such securities, suchprospectus shall not include an untrue statement of a material fact oromit to state a material fact required to be stated therein ornecessary to make the statements therein not misleading in the light ofthe circumstances in which they were made.

6.5.5    Furnish, at the request of Investor, on thedate that such securities are delivered to the underwriters for sale inconnection with a registration pursuant to this Warrant Agreement, ifsuch securities are being sold through underwriters, or, if suchsecurities are not being sold through underwriters, on the date thatthe registration statement with respect to such securities becomeseffective, (i) an opinion dated such date of the counsel representingCastle Brands for the purposes of such registration, in form andsubstance as is customarily given to underwriters in an underwrittenpublic 

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offering, addressed to the underwriters, ifany, and to Investor and (ii) a letter dated such date from theindependent certified public accountants of Castle Brands in form andsubstance as is customarily given to underwriters in an underwrittenpublic offering, addressed to the underwriters, if any, and toInvestor. Any opinion or letter given shall be subject to all of thequalifications, exceptions and conditions appropriate to the thenexisting circumstances.

6.5.6    Use its reasonableefforts to cause all registered shares to be listed on each securitiesexchange on which Castle Brands common stock is then listed.

6.6    Removal of Legend.    After registration of thePurchased Shares and upon the reasonable request of Investor and atCastle Brands' expense, Castle Brands shall take such reasonableactions as are necessary to remove the legends and restrictions ontransfer established in this Warrant Agreement.

6.7    Certain Limitations.    The Investor shall nothave the right to participate in a registration under this Section 6 ifthe Investor receives a written opinion of counsel for Castle Brands,in substance and authorship acceptable to Investor, together with aconfirming opinion of counsel selected by Investor, that Investor maymake such transfer of all Registrable Securities (if applicable) in apublic sale which will be in compliance with all applicable securitieslaws concerning transfer of non-registered securities. If the right totransfer Registrable Securities publicly is not available to theInvestor as described in the preceding sentence, Investor will have theright to participate in a registration pursuant to the terms andconditions of this Section 6.

6.8    Termination ofRights.    The rights of the Investor to cause Castle Brands toregister securities under Section 6 shall terminate on April 6,2008.

Section 7    TAX WITHHOLDING

If, in connectionwith the exercise of this Warrant Agreement or any sale, transfer orother disposition of any of the Purchased Shares acquired upon exerciseof this Warrant Agreement, Castle Brands is required by applicablefederal, state or local law to withhold any amount on account ofemployment, income or similar taxes, Investor agrees to pay to CastleBrands upon request the amount required to be withheld.

Section8    MISCELLANEOUS

8.1    Transfer; Successors andAssigns. Except as the transferability of rights is expresslylimited herein, the terms and conditions of this Warrant Agreementshall inure to the benefit of and be binding upon the respectivesuccessors and assigns of the parties. Nothing in this WarrantAgreement, express or implied, is intended to confer upon any partyother than the parties hereto or their respective successors andassigns any rights, remedies, obligations or liabilities under or byreason of this Warrant Agreement, except as expressly provided in thisWarrant Agreement.

8.2    Titles and Subtitles. Thetitles and subtitles used in this Warrant Agreement are used forconvenience only and are not to be considered in construing orinterpreting this Warrant Agreement.

8.3    Notices.All notices, requests, demands or other communications required orpermitted to be given under this Warrant Agreement shall be in writing,delivered to or sent by fax, or postage prepaid certified mail,addressed (a) if to Investor, at such address as such Investor shallhave furnished to Castle Brands in writing, or (b) if to Castle Brands,at such address as Castle Brands shall have furnished in writing toInvestor to the attention of the President. Any notice or othercommunication shall be deemed to be given at the expiration of thefifth (5th) day after the date of deposit in the UnitedStates mail. The addresses to which notices or other communicationsshall be mailed may be changed from time to time by giving writtennotice to the other party as provided in this Section 8.3.

8.4    Severability. If any provision of this WarrantAgreement shall be invalid or unenforceable in any respect for anyreason, the validity and enforceability of any such provision in anyother respect and of the remaining provisions of this Warrant Agreementshall not be in any way impaired.

8.5    AttorneysFees. If any suit or action is filed by any party to enforce thisWarrant Agreement or otherwise with respect to the subject matter ofthis Warrant Agreement, the prevailing party shall be 

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entitled to recover reasonable attorneys feesincurred in preparation or in prosecution or defense of such suit oraction as fixed by the court or courts in which the suit or action,including any appeal therein, is tried, heard or decided. Attorneysfees shall include fees of paralegals and deposition expenses, andshall further include attorneys fees incurred by any party inconnection with any bankruptcy or similar proceeding.

8.6    Governing Law and Venue. This Warrant Agreementshall be governed by and construed in accordance with the laws of theState of New York. If any suit or action is filed by any party toenforce this Warrant Agreement or otherwise with respect to the subjectmatter of this Warrant Agreement, venue shall be in the federal orstate courts in New York, New York, unless venue there would preventthe joining of appropriate third parties.

IN WITNESS WHEREOF,the parties have executed this Warrant Agreement as of the date firstabove written.

|  | CASTLE BRANDS INC.,aDelaware corporation |
|--|------------------------------------------|

|  | By:                                                                       Mark Andrews        Chairman and Chief ExecutiveOfficer |
|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | INVESTOR |
|--|----------|

|  |                                                                          |
|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

9

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