Exhibit
		10.3
	 

	 
		Form of
		Warrant
	 

	 
		NEITHER THE
		ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
		NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE
		BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
		“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE
		SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
		(I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
		SECURITIES UNDER THE SECURITIES ACT OR (B) AN OPINION OF COUNSEL
		(WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
		ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
		(II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.
		
	 

	 
		CASTLE
		BRANDS INC.
	 

	 
		WARRANT
		TO PURCHASE COMMON STOCK
	 

	 			
	
			 
				Warrant No. •
			 

		  		
			 
				Original Issue Date: April __, 2007
			 

		  


	 
		Castle
		Brands Inc., a Delaware corporation (the “Company”),
		hereby certifies that, for value received, • or its permitted
		registered assigns (the “Holder”), is entitled to
		purchase from the Company up to a total of • shares of common
		stock, $0.01 par value per share (the “Common
		Stock”), of the Company (each such share, a “Warrant
		Share” and all such shares, the “Warrant
		Shares”) at an exercise price per share equal to $6.57 (as
		adjusted from time to time as provided in Section 9 herein, the
		“Exercise Price”), at any time and from time to time
		on or after the date hereof (the “Original Issue
		Date”) and through and including 5:30 P.M., New York City
		time, on April ___, 2012 (the “Expiration Date”),
		and subject to the following terms and conditions: 
	 

	 
		This
		Warrant (this “Warrant”) is one of a series of
		similar warrants issued pursuant to that certain Securities Purchase
		Agreement, dated April 18, 2007, by and among the Company and the
		Purchasers identified therein (the “Purchase
		Agreement”). All such warrants are referred to herein,
		collectively, as the “Warrants.”
	 

	 
		1.
		            Definitions.
		In addition to the terms defined elsewhere in this Warrant,
		capitalized terms that are not otherwise defined herein have the
		meanings given to such terms in the Purchase Agreement. 
	 

	 
		2.
		            Registration
		of Warrants. The Company shall register this Warrant, upon
		records to be maintained by the Company for that purpose (the
		“Warrant Register”), in the name of the record
		Holder (which shall include the initial Holder or, as the case may
		be, any registered assignee to which this Warrant is permissibly
		assigned hereunder) from time to time. The Company may deem and treat
		the registered Holder of this Warrant as the absolute owner hereof
		for the purpose of any exercise hereof or any distribution to the
		Holder, and for all other purposes, absent actual notice to the
		contrary. 
	 

	 
		3.
		            Registration
		of Transfers. Subject to the restrictions on transfer set forth
		in Section 4.1 of the Purchase Agreement and compliance with all
		applicable securities laws, the Company shall register the transfer
		of all or any portion of this Warrant in the Warrant Register, upon
		(i) 
	 

	 
		 
	 

	 

	 
	 

	 

	 
		surrender
		of this Warrant, with the Form of Assignment attached as Schedule
		2 hereto duly completed and signed, to the Company’s
		transfer agent or to the Company at its address specified in the
		Purchase Agreement and (ii) if the Registration Statement is not
		effective, (x) delivery, at the request of the Company, of an opinion
		of counsel reasonably satisfactory to the Company to the effect that
		the transfer of such portion of this Warrant may be made pursuant to
		an available exemption from the registration requirements of the
		Securities Act and all applicable state securities or blue sky laws
		and (y) delivery by the transferee of a written statement to the
		Company certifying that the transferee is an “accredited
		investor” as defined in Rule 501(a) under the Securities Act and
		making the representations and certifications set forth in Section
		3.2(b), (c) and (d) of the Purchase Agreement, to the Company at its
		address specified in the Purchase Agreement. Upon any such
		registration or transfer, a new warrant to purchase Common Stock in
		substantially the form of this Warrant (any such new warrant, a
		“New Warrant”) evidencing the portion of this
		Warrant so transferred shall be issued to the transferee, and a New
		Warrant evidencing the remaining portion of this Warrant not so
		transferred, if any, shall be issued to the transferring Holder. The
		acceptance of the New Warrant by the transferee thereof shall be
		deemed the acceptance by such transferee of all of the rights and
		obligations of a Holder of a Warrant. 
	 

	 
		4.
		           
		Exercise and Duration of Warrants. 
	 

	 
		                (a)
		          All or
		any part of this Warrant shall be exercisable by the registered
		Holder at any time and from time to time on or after the Original
		Issue Date and through and including 5:30 P.M., New York City time,
		on the Expiration Date. Subject to Section 11 hereof, at 5:30 P.M.,
		New York City time, on the Expiration Date, the portion of this
		Warrant not exercised prior thereto shall be and become void and of
		no value and this Warrant shall be terminated and no longer
		outstanding. 
	 

	 
		                (b)           The
		Holder may exercise this Warrant by delivering to the Company (i) an
		exercise notice, in the form attached as Schedule 1 hereto
		(the “Exercise Notice”), appropriately completed and
		duly signed and (ii) payment of the Exercise Price for the number of
		Warrant Shares as to which this Warrant is being exercised (which may
		take the form of a “cashless exercise” if so indicated in
		the Exercise Notice and if a “cashless exercise” may occur
		at such time pursuant to Section 10 below), and the date such items
		are delivered to the Company (as determined in accordance with the
		notice provisions hereof) is an “Exercise Date.” The
		delivery by (or on behalf of) the Holder of the Exercise Notice and
		the applicable Exercise Price as provided above shall constitute the
		Holder’s certification to the Company that its representations
		contained in Section 3.2(c) and (d) of the Purchase Agreement are
		true and correct as of the Exercise Date as if remade in their
		entirety (or, in the case of any transferee Holder that is not a
		party to the Purchase Agreement, such transferee Holder’s
		certification to the Company that such representations are true and
		correct as to such assignee Holder as of the Exercise Date).
		Execution and delivery of the Exercise Notice shall have the same
		effect as cancellation of the original Warrant and issuance of a New
		Warrant evidencing the right to purchase the remaining number of
		Warrant Shares.
	 

	 
		 5.
		          
		Delivery of Warrant Shares. 
	 

	 
		                (a)
		          Upon
		exercise of this Warrant, the Company shall promptly (but in no event
		later than three Trading Days after the Exercise Date) issue or cause
		to be issued and cause to be delivered to or upon the written order
		of the Holder and in such name or names as the Holder may designate
		(provided that, if the Registration Statement is not effective and
		the Holder directs the Company to deliver the Warrant Shares in a
		name other than that of the Holder or an Affiliate of 
	 

	 
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		the Holder,
		it shall deliver to the Company on the Exercise Date an opinion of
		counsel reasonably satisfactory to the Company to the effect that the
		issuance of such Warrant Shares in such other name may be made
		pursuant to an available exemption from the registration requirements
		of the Securities Act and all applicable state securities or blue sky
		laws), (i) a certificate for the Warrant Shares issuable upon such
		exercise, free of restrictive legends, unless a registration
		statement covering the resale of the Warrant Shares and naming the
		Holder as a selling stockholder thereunder is not then effective or
		the Warrant Shares are not freely transferable without volume
		restrictions pursuant to Rule 144(k) under the Securities Act or (ii)
		an electronic delivery of the Warrant Shares to the Holder’s
		account at the Depository Trust Company (“DTC”) or a
		similar organization. The Holder, or any Person permissibly so
		designated by the Holder to receive Warrant Shares, shall be deemed
		to have become the holder of record of such Warrant Shares as of the
		Exercise Date. If the Warrant Shares are to be issued free of all
		restrictive legends, the Company shall, upon the written request of
		the Holder, use its best efforts to deliver, or cause to be
		delivered, Warrant Shares hereunder electronically through The
		Depository Trust Company or another established clearing corporation
		performing similar functions, if available; provided, that, the
		Company may, but will not be required to, change its transfer agent
		if its current transfer agent cannot deliver Warrant Shares
		electronically through such a clearing corporation.
	 

	 
		                (b)
		           If
		by the close of the third Trading Day after delivery of a properly
		completed Exercise Notice, the Company fails to deliver to the Holder
		the required number of Warrant Shares in the manner required pursuant
		to Section 5(a), and if after such third Trading Day and prior to the
		receipt of such Warrant Shares, the Holder purchases (in an open
		market transaction or otherwise) shares of Common Stock to deliver in
		satisfaction of a sale by the Holder of the Warrant Shares which the
		Holder anticipated receiving upon such exercise (a
		“Buy-In”), then the Company shall, within three
		Trading Days after the Holder’s request and in the Holder’s
		sole discretion, either (1) pay in cash to the Holder an amount equal
		to the Holder’s total purchase price (including brokerage
		commissions, if any) for the shares of Common Stock so purchased (the
		“Buy-In Price”), at which point the Company’s
		obligation to deliver such certificate (and to issue such Warrant
		Shares) shall terminate or (2) promptly honor its obligation to
		deliver to the Holder Warrant Shares and pay cash to the Holder in an
		amount equal to the excess (if any) of the Buy-In Price over the
		product of (A) such number of Warrant Shares, times (B) the closing
		bid price of a share of Common Stock on the date of receipt of a
		properly completed Exercise Notice. 
	 

	 
		                (c)
		          To the
		extent permitted by law, the Company’s obligations to issue and
		deliver Warrant Shares in accordance with the terms hereof are
		absolute and unconditional, irrespective of any action or inaction by
		the Holder to enforce the same, any waiver or consent with respect to
		any provision hereof, the recovery of any judgment against any Person
		or any action to enforce the same, or any setoff, counterclaim,
		recoupment, limitation or termination, or any breach or alleged
		breach by the Holder or any other Person of any obligation to the
		Company or any violation or alleged violation of law by the Holder or
		any other Person, and irrespective of any other circumstance which
		might otherwise limit such obligation of the Company to the Holder in
		connection with the issuance of Warrant Shares. Nothing herein shall
		limit the Holder’s right to pursue any other remedies available
		to it hereunder, at law or in equity including, without limitation, a
		decree of specific performance and/or injunctive relief with respect
		to the Company’s failure to timely deliver Common Stock upon
		exercise of this Warrant as required pursuant to the terms hereof.
		
	 

	 
		6.
		            Charges,
		Taxes and Expenses. Issuance and delivery of certificates for
		shares of Common Stock upon exercise of this Warrant shall be made
		without charge to the Holder for any issue or transfer tax, transfer
		agent fee or other incidental tax or expense in respect of the
		issuance of such certificates, all of which taxes and expenses shall
		be paid by the Company; provided, however, 
	 

	 
		3
	 

	 

	 
	 

	 

	 
		that the
		Company shall not be required to pay any tax which may be payable in
		respect of any transfer involved in the registration of any
		certificates for Warrant Shares or Warrants in a name other than that
		of the Holder or an Affiliate thereof. The Holder shall be
		responsible for all other tax liability that may arise as a result of
		holding or transferring this Warrant or receiving Warrant Shares upon
		exercise hereof. 
	 

	 
		7.
		            Replacement
		of Warrant. If this Warrant is mutilated, lost, stolen or
		destroyed, the Company shall issue or cause to be issued in exchange
		and substitution for and upon cancellation hereof, or in lieu of and
		substitution for this Warrant, a New Warrant, but only upon receipt
		of evidence reasonably satisfactory to the Company of such loss,
		theft or destruction (in such case) and, in each case, a customary
		and reasonable indemnity, if reasonably requested. Applicants for a
		New Warrant under such circumstances shall also comply with such
		other reasonable regulations and procedures and pay such other
		reasonable third-party costs as the Company may prescribe. If a New
		Warrant is requested as a result of a mutilation of this Warrant,
		then the Holder shall deliver such mutilated Warrant to the Company
		as a condition precedent to the Company’s obligation to issue
		the New Warrant. 
	 

	 
		8.
		            Reservation
		of Warrant Shares. The Company covenants that it will at all
		times reserve and keep available out of the aggregate of its
		authorized but unissued and otherwise unreserved Common Stock, solely
		for the purpose of enabling it to issue Warrant Shares upon exercise
		of this Warrant as herein provided, the number of Warrant Shares
		which are then issuable and deliverable upon the exercise of this
		entire Warrant, free from preemptive rights or any other contingent
		purchase rights of persons other than the Holder (taking into account
		the adjustments and restrictions of Section 9). The Company covenants
		that all Warrant Shares so issuable and deliverable shall, upon
		issuance and the payment of the applicable Exercise Price in
		accordance with the terms hereof, be duly and validly authorized,
		issued and fully paid and nonassessable. The Company will take all
		such action as may be necessary to assure that such shares of Common
		Stock may be issued as provided herein without violation of any
		applicable law or regulation, or of any requirements of any
		securities exchange or automated quotation system upon which the
		Common Stock may be listed.
	 

	 
		9.
		            Certain
		Adjustments. The Exercise Price and number of Warrant Shares
		issuable upon exercise of this Warrant are subject to adjustment from
		time to time as set forth in this Section 9. 
	 

	 
		                (a)           Stock
		Dividends and Splits. If the Company, at any time while this
		Warrant is outstanding, (i) pays a stock dividend on its Common Stock
		or otherwise makes a distribution on any class of capital stock that
		is payable in shares of Common Stock, (ii) subdivides its outstanding
		shares of Common Stock into a larger number of shares, or (iii)
		combines its outstanding shares of Common Stock into a smaller number
		of shares, then in each such case the Exercise Price shall be
		multiplied by a fraction, the numerator of which shall be the number
		of shares of Common Stock outstanding immediately before such event
		and the denominator of which shall be the number of shares of Common
		Stock outstanding immediately after such event. Any adjustment made
		pursuant to clause (i) of this paragraph shall become effective
		immediately after the record date for the determination of
		stockholders entitled to receive such dividend or distribution, and
		any adjustment pursuant to clause (ii) or (iii) of this paragraph
		shall become effective immediately after the effective date of such
		subdivision or combination. 
	 

	 
		                (b)
		          Pro
		Rata Distributions. If the Company, at any time while this
		Warrant is outstanding, distributes to all holders of Common Stock
		(i) evidences of its indebtedness, (ii) any security (other than a
		distribution of Common Stock covered by the preceding paragraph),
		(iii) rights or warrants to subscribe for or purchase any security,
		or (iv) any other asset (in each case, 
	 

	 
		4
	 

	 

	 
	 

	 

	 
		“Distributed Property”), then, upon any
		exercise of this Warrant that occurs after the record date fixed for
		determination of stockholders entitled to receive such distribution,
		the Holder shall be entitled to receive, in addition to the Warrant
		Shares otherwise issuable upon such exercise (if applicable), the
		Distributed Property that such Holder would have been entitled to
		receive in respect of such number of Warrant Shares had the Holder
		been the record holder of such Warrant Shares immediately prior to
		such record date.
	 

	 
		                (c)           Fundamental
		Transactions. If, at any time while this Warrant is
		outstanding (i) the Company effects any merger or consolidation
		of the Company with or into another Person, in which the Company is
		not the survivor and the stockholders of the Company immediately
		prior to such merger or consolidation do not own, directly or
		indirectly, at least fifty percent (50%) of the voting securities of
		the surviving entity, (ii) the Company effects any sale of all or
		substantially all of its assets or a majority of its Common Stock is
		acquired by a third party, in each case, in one or a series of
		related transactions, (iii) any tender offer or exchange offer
		(whether by the Company or another Person) is completed pursuant to
		which all or substantially all of the holders of Common Stock are
		permitted to tender or exchange their shares for other securities,
		cash or property, or (iv) the Company effects any reclassification of
		the Common Stock or any compulsory share exchange pursuant to which
		the Common Stock is effectively converted into or exchanged for other
		securities, cash or property (other than as a result of a subdivision
		or combination of shares of Common Stock covered by Section 9(a)
		above) (in any such case, a “Fundamental
		Transaction”), then the Holder shall have the right
		thereafter to receive, upon exercise of this Warrant, the same amount
		and kind of securities, cash or property as it would have been
		entitled to receive upon the occurrence of such Fundamental
		Transaction if it had been, immediately prior to such Fundamental
		Transaction, the holder of the number of Warrant Shares then issuable
		upon exercise in full of this Warrant without regard to any
		limitations on exercise contained herein (the “Alternate
		Consideration”). The Company shall not effect any such
		Fundamental Transaction unless prior to or simultaneously with the
		consummation thereof, any successor to the Company, surviving entity
		or the corporation purchasing or otherwise acquiring such assets or
		other appropriate corporation or entity shall assume the obligation
		to deliver to the Holder, such Alternate Consideration as, in
		accordance with the foregoing provisions, the Holder may be entitled
		to purchase and/or receive (as the case may be), and the other
		obligations under this Warrant. The provisions of this paragraph (c)
		shall similarly apply to subsequent transactions analogous to a
		Fundamental Transaction. Notwithstanding the foregoing, in the event
		of a Fundamental Transaction, at the request of the Holder delivered
		before the 90th day after such Fundamental Transaction, the Company
		(or the successor entity to the Company) shall purchase this Warrant
		from the Holder by paying to the Holder, within five Business Days
		after such request (or, if later, on the effective date of the
		Fundamental Transaction), cash in an amount equal to the value of the
		remaining unexercised portion of this Warrant on the date of such
		Fundamental Transaction, which value shall be determined by use of
		the Black Scholes Option Pricing Model obtained from the
		“OV” function on Bloomberg determined as of the day
		immediately following the public announcement of the applicable
		Fundamental Transaction and reflecting (i) a risk-free interest rate
		corresponding to the U.S. Treasury rate for a period equal to the
		remaining term of this Warrant as of such date of request and (ii) an
		expected volatility equal to the greater of (A) 40% and (B) the 100
		day volatility obtained from the HVT function on Bloomberg determined
		as of the Trading Day immediately prior to the announcement of the
		Fundamental Transaction.
	 

	 
		                (d)
		          Number
		of Warrant Shares. Simultaneously with any adjustment to the
		Exercise Price pursuant to paragraph (a) of this Section, the number
		of Warrant Shares that may be purchased upon exercise of this Warrant
		shall be increased or decreased proportionately, so that after such
		adjustment the aggregate Exercise Price payable hereunder for the
		increased or 
	 

	 
		5
	 

	 

	 
	 

	 

	 
		decreased
		number of Warrant Shares shall be the same as the aggregate Exercise
		Price in effect immediately prior to such adjustment. 
	 

	 
		                (e)
		          Calculations.
		All calculations under this Section 9 shall be made to the nearest
		cent or the nearest share, as applicable. The number of shares of
		Common Stock outstanding at any given time shall not include shares
		owned or held by or for the account of the Company, and the sale or
		issuance of any such shares shall be considered an issue or sale of
		Common Stock. 
	 

	 
		                (f)
		           Notice
		of Adjustments. Upon the occurrence of each adjustment pursuant
		to this Section 9, the Company (at the Company’s sole expense)
		will promptly compute such adjustment, in good faith, in accordance
		with the terms of this Warrant and prepare a certificate setting
		forth such adjustment, including a statement of the adjusted Exercise
		Price and adjusted number or type of Warrant Shares or other
		securities issuable upon exercise of this Warrant (as applicable),
		describing the transactions giving rise to such adjustments and
		showing in detail the facts upon which such adjustment is based. The
		Company will promptly deliver a copy of each such certificate to the
		Holder and to the Company’s transfer agent.
	 

	 
		                (g)
		          Notice
		of Corporate Events. If, while this Warrant is outstanding, the
		Company (i) declares a dividend or any other distribution of cash,
		securities or other property in respect of its Common Stock,
		including, without limitation, any granting of rights or warrants to
		subscribe for or purchase any capital stock of the Company or any
		subsidiary, (ii) authorizes or approves, enters into any agreement
		contemplating or solicits stockholder approval for any Fundamental
		Transaction or (iii) authorizes the voluntary dissolution,
		liquidation or winding up of the affairs of the Company, then, except
		if such notice and the contents thereof shall be deemed to constitute
		material non-public information, the Company shall deliver to the
		Holder a notice describing the material terms and conditions of such
		transaction at least ten (10) Trading Days prior to the applicable
		record or effective date on which a Person would need to hold Common
		Stock in order to participate in or vote with respect to such
		transaction, and the Company will take all steps reasonably necessary
		in order to ensure that the Holder is given the practical opportunity
		to exercise this Warrant prior to such time so as to participate in
		or vote with respect to such transaction; provided, however,
		that the failure to deliver such notice or any defect therein shall
		not affect the validity of the corporate action required to be
		described in such notice. 
	 

	 
		10.
		          Payment
		of Exercise Price. The Holder shall pay the Exercise Price in
		immediately available funds; provided, however, that if, on
		any Exercise Date the shares issuable upon exercise of this Warrant
		are not freely resalable without restriction under the Securities
		Act, the Holder may, in its sole discretion, satisfy its obligation
		to pay the Exercise Price through a “cashless exercise”, in
		which event the Company shall issue to the Holder the number of
		Warrant Shares determined as follows: 
	 

	 	 	X = Y [(A-B)/A] 


	 
		               
		where: 
	 

	 	 	X = the number of Warrant Shares to be issued to the Holder.
			 
		 
	 	Y = the total number of Warrant Shares with respect to which
			 this Warrant is being exercised. 


	 
		6
	 

	 

	 
	 

	 

	 	 	A = the average of the Closing Sale Prices of the shares of
			 Common Stock (as reported by Bloomberg Financial Markets) for the
			 five Trading Days ending on the date immediately preceding the
			 Exercise Date. 
		 


	 	 	B = the Exercise Price then in effect for the applicable
			 Warrant Shares at the time of such exercise. 


	 
		For
		purposes of this Warrant, “Closing Sale Price”
		means, for any security as of any date, the last trade price for such
		security on the principal securities exchange or trading market for
		such security, as reported by Bloomberg Financial Markets, or, if
		such exchange or trading market begins to operate on an extended
		hours basis and does not designate the last trade price, then the
		last trade price of such security prior to 4:00:00 P.M., New York
		City time, as reported by Bloomberg Financial Markets, or if the
		foregoing do not apply, the last trade price of such security in the
		over-the-counter market on the electronic bulletin board for such
		security as reported by Bloomberg Financial Markets, or, if no last
		trade price is reported for such security by Bloomberg Financial
		Markets, the average of the bid prices, or the ask prices,
		respectively, of any market makers for such security as reported in
		the “pink sheets” by Pink Sheets LLC. If the Closing Sale
		Price cannot be calculated for a security on a particular date on any
		of the foregoing bases, the Closing Sale Price of such security on
		such date shall be the fair market value as mutually determined by
		the Company and the Holder. If the Company and the Holder are unable
		to agree upon the fair market value of such security, then the
		Company shall, within two business days submit via facsimile (a) the
		disputed determination of the Exercise Price to an independent,
		reputable investment bank selected by the Company and approved by the
		Holder, which approval may not be unreasonably withheld or (b) the
		disputed arithmetic calculation of the Warrant Shares to the
		Company’s independent, outside accountant. The Company shall
		cause (at the Company’s sole expense) the investment bank or the
		accountant, as the case may be, to perform the determinations or
		calculations and notify the Company and the Holder of the results no
		later than ten business days from the time it receives the disputed
		determinations or calculations. Such investment bank’s or
		accountant’s determination or calculation, as the case may be,
		shall be binding upon all parties absent demonstrable error. All such
		determinations shall be appropriately adjusted for any stock
		dividend, stock split, stock combination or other similar transaction
		during the applicable calculation period.
	 

	 
		For
		purposes of Rule 144 promulgated under the Securities Act, it is
		intended, understood and acknowledged that the Warrant Shares issued
		in a cashless exercise transaction shall be deemed to have been
		acquired by the Holder, and the holding period for the Warrant Shares
		shall be deemed to have commenced, on the date this Warrant was
		originally issued pursuant to the Purchase Agreement (provided that
		the Commission continues to take the position that such treatment is
		proper at the time of such exercise). 
	 

	 
		11.
		          Limitations
		on Exercise. 
	 

	 
		                (a)
		          Notwithstanding
		anything to the contrary contained herein, the number of Warrant
		Shares that may be acquired by the Holder upon any exercise of this
		Warrant (or otherwise in respect hereof) shall be limited to the
		extent necessary to ensure that, following such exercise (or other
		issuance), the total number of shares of Common Stock then
		beneficially owned by the Holder and its Affiliates and any other
		Persons whose beneficial ownership of Common Stock would be
		aggregated with the Holder’s for purposes of Section 13(d) of
		the Exchange Act, does not exceed 4.999% of the total number of
		issued and outstanding shares of Common Stock (including for such
		purpose the shares of Common Stock issuable upon such exercise). For
		such purposes, beneficial ownership shall be determined in accordance
		with 
	 

	 
		7
	 

	 

	 
	 

	 

	 
		Section
		13(d) of the Exchange Act and the rules and regulations promulgated
		thereunder. Each delivery of an Exercise Notice by the Holder will
		constitute a representation by the Holder that it has evaluated the
		limitation set forth in this Section and determined that issuance of
		the full number of Warrant Shares requested in such Exercise Notice
		is permitted under this Section. The Company’s obligation to
		issue shares of Common Stock in excess of the limitation referred to
		in this Section shall be suspended (and, except as provided below,
		shall not terminate or expire notwithstanding any contrary provisions
		hereof) until such time, if any, as such shares of Common Stock may
		be issued in compliance with such limitation; provided, that, if, as
		of 5:30 P.M., New York City time, on the Expiration Date, the Company
		has not received written notice that the shares of Common Stock may
		be issued in compliance with such limitation, the Company’s
		obligation to issue such shares shall terminate. This provision shall
		not restrict the number of shares of Common Stock which a Holder may
		receive or beneficially own in order to determine the amount of
		securities or other consideration that such Holder may receive in the
		event of a Fundamental Transaction as contemplated in Section 9 of
		this Warrant. By written notice to the Company, the Holder may waive
		the provisions of this Section but any such waiver will not be
		effective until the 61st day after such notice is
		delivered to the Company, nor will any such waiver effect any other
		Holder. 
	 

	 
		                (b)           Notwithstanding
		anything to the contrary contained herein, the number of Warrant
		Shares that may be acquired by the Holder upon any exercise of this
		Warrant (or otherwise in respect hereof) shall be limited to the
		extent necessary to ensure that, following such exercise (or other
		issuance), the total number of shares of Common Stock then
		beneficially owned by such Holder and its Affiliates and any other
		Persons whose beneficial ownership of Common Stock would be
		aggregated with the Holder’s for purposes of Section 13(d) of
		the Exchange Act, does not exceed 9.999% of the total number of
		issued and outstanding shares of Common Stock (including for such
		purpose the shares of Common Stock issuable upon such exercise). For
		such purposes, beneficial ownership shall be determined in accordance
		with Section 13(d) of the Exchange Act and the rules and regulations
		promulgated thereunder. Each delivery of an Exercise Notice hereunder
		will constitute a representation by the Holder that it has evaluated
		the limitation set forth in this Section and determined that issuance
		of the full number of Warrant Shares requested in such Exercise
		Notice is permitted under this Section. The Company’s obligation
		to issue shares of Common Stock in excess of the limitation referred
		to in this Section shall be suspended (and, except as provided below,
		shall not terminate or expire notwithstanding any contrary provisions
		hereof) until such time, if any, as such shares of Common Stock may
		be issued in compliance with such limitation; provided, that,
		if, as of 5:30 P.M., New York City time, on the Expiration Date, the
		Company has not received written notice that the shares of Common
		Stock may be issued in compliance with such limitation, the
		Company’s obligation to issue such shares shall terminate. This
		provision shall not restrict the number of shares of Common Stock
		which a Holder may receive or beneficially own in order to determine
		the amount of securities or other consideration that such Holder may
		receive in the event of a Fundamental Transaction as contemplated in
		Section 9 of this Warrant. This restriction may not be waived.
	 

	 
		12.
		          No
		Fractional Shares. No fractional Warrant Shares will be issued in
		connection with any exercise of this Warrant. In lieu of any
		fractional shares which would, otherwise be issuable, subject to
		Section 11, the number of Warrant Shares to be issued shall be
		rounded down to the next whole number and the Company shall pay the
		Holder in cash the fair market value (based on the Closing Sale
		Price) for any such fractional shares. 
	 

	 
		13.
		          Notices.
		Any and all notices or other communications or deliveries hereunder
		(including, without limitation, any Exercise Notice) shall be in
		writing and shall be deemed given and 
	 

	 
		8
	 

	 

	 
	 

	 

	 
		effective
		on the earliest of (i) the date of transmission, if such notice or
		communication is delivered via facsimile at the facsimile number
		specified in the Purchase Agreement prior to 5:30 P.M., New York City
		time, on a Trading Day, (ii) the next Trading Day after the date of
		transmission, if such notice or communication is delivered via
		facsimile at the facsimile number specified in the Purchase Agreement
		on a day that is not a Trading Day or later than 5:30 P.M., New York
		City time, on any Trading Day, (iii) the Trading Day following the
		date of mailing, if sent by nationally recognized overnight courier
		service specifying next business day delivery, or (iv) upon actual
		receipt by the party to whom such notice is required to be given, if
		by hand delivery. The address and facsimile number of a party for
		such notices or communications shall be as set forth in the Purchase
		Agreement unless changed by such party by two Trading Days’
		prior notice to the other party in accordance with this Section 13.
		
	 

	 
		14.
		          Warrant
		Agent. The Company shall serve as warrant agent under this
		Warrant. Upon thirty (30) days’ notice to the Holder, the
		Company may appoint a new warrant agent. Any corporation into which
		the Company or any new warrant agent may be merged or any corporation
		resulting from any consolidation to which the Company or any new
		warrant agent shall be a party or any corporation to which the
		Company or any new warrant agent transfers substantially all of its
		corporate trust or shareholders services business shall be a
		successor warrant agent under this Warrant without any further act.
		Any such successor warrant agent shall promptly cause notice of its
		succession as warrant agent to be mailed (by first class mail,
		postage prepaid) to the Holder at the Holder’s last address as
		shown on the Warrant Register. 
	 

	 
		15.
		         
		Miscellaneous. 
	 

	 
		                (a)           The
		Holder, solely in such Person’s capacity as a holder of this
		Warrant, shall not be entitled to vote or receive dividends or be
		deemed the holder of share capital of the Company for any purpose,
		nor shall anything contained in this Warrant be construed to confer
		upon the Holder, solely in such Person’s capacity as the Holder
		of this Warrant, any of the rights of a stockholder of the Company or
		any right to vote, give or withhold consent to any corporate action
		(whether any reorganization, issue of stock, reclassification of
		stock, consolidation, merger, amalgamation, conveyance or otherwise),
		receive notice of meetings, receive dividends or subscription rights,
		or otherwise, prior to the issuance to the Holder of the Warrant
		Shares which such Person is then entitled to receive upon the due
		exercise of this Warrant. In addition, nothing contained in this
		Warrant shall be construed as imposing any liabilities on the Holder
		to purchase any securities (upon exercise of this Warrant or
		otherwise) or as a stockholder of the Company, whether such
		liabilities are asserted by the Company or by creditors of the
		Company. Notwithstanding this Section 15(a), the Company shall
		provide the Holder with copies of the same notices and other
		information given to the shareholders of the Company,
		contemporaneously with the giving thereof to the shareholders.
	 

	 
		                (b)           Subject
		to the restrictions on transfer set forth in this Warrant and in
		Section 4.1 of the Purchase Agreement, and compliance with applicable
		securities laws, this Warrant may be assigned by the Holder. This
		Warrant may not be assigned by the Company except to a successor in
		the event of a Fundamental Transaction. This Warrant shall be binding
		on and inure to the benefit of the parties hereto and their
		respective successors and assigns. Subject to the preceding sentence,
		nothing in this Warrant shall be construed to give to any Person
		other than the Company and the Holder any legal or equitable right,
		remedy or cause of action under this Warrant. This Warrant may be
		amended only in writing signed by the Company and the Holder, or
		their successors and assigns. 
	 

	 
		9
	 

	 

	 
	 

	 

	 
		                (c)           ALL
		QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND
		INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND
		ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
		REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH PARTY
		HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE
		AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF
		MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
		CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR
		DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF
		THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES
		NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS
		NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT. EACH
		PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND
		CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR
		PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL
		OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT
		THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THE PURCHASE AGREEMENT
		AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT
		SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL
		BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY
		MANNER PERMITTED BY LAW. EACH PARTY HEREBY WAIVES ALL RIGHTS TO A
		TRIAL BY JURY. 
	 

	 
		                (d)
		          The
		headings herein are for convenience only, do not constitute a part of
		this Warrant and shall not be deemed to limit or affect any of the
		provisions hereof. 
	 

	 
		                (e)
		          In case
		any one or more of the provisions of this Warrant shall be invalid or
		unenforceable in any respect, the validity and enforceability of the
		remaining terms and provisions of this Warrant shall not in any way
		be affected or impaired thereby, and the parties will attempt in good
		faith to agree upon a valid and enforceable provision which shall be
		a commercially reasonable substitute therefor, and upon so agreeing,
		shall incorporate such substitute provision in this Warrant. 
	 

	 
		                (f)
		           Except
		as otherwise set forth herein, prior to exercise of this Warrant, the
		Holder hereof shall not, by reason of by being a Holder, be entitled
		to any rights of a stockholder with respect to the Warrant Shares.
		
	 

	 
		[REMAINDER
		OF PAGE INTENTIONALLY LEFT BLANK,
 SIGNATURE PAGE FOLLOWS]
		
	 

	 
		10
	 

	 

	 
	 

	 

	 
		                IN
		WITNESS WHEREOF, the Company has caused this Warrant to be duly
		executed by its authorized officer as of the date first indicated
		above. 
	 

	 				
	

			 
				 
			 

		  	 	 	CASTLE
			 BRANDS INC.
			
	 	
			 
				 
			 

		  	 	
			 
				By:     _____________________________________________
			 

		  
	 	
			 
				 
			 

		  		Name:
	 	
			 
				 
			 

		  		Title:


	 
		11
	 

	 

	 
	 

	 

	 
		SCHEDULE
		1
 FORM OF EXERCISE NOTICE 
	 

	 
		(To be
		executed by the Holder to purchase shares of Common Stock under the
		foregoing Warrant)
	 

	 
		Ladies and
		Gentlemen:
	 

	 
		(1)           The
		undersigned is the Holder of Warrant No. __________ (the
		“Warrant”) issued by Castle Brands Inc., a Delaware
		corporation (the “Company”). Capitalized terms used herein
		and not otherwise defined herein have the respective meanings set
		forth in the Warrant. 
	 

	 
		(2)           The
		undersigned hereby exercises its right to purchase __________ Warrant
		Shares pursuant to the Warrant.
	 

	 
		(3)           The
		Holder intends that payment of the Exercise Price shall be made as
		(check one):
	 

	 
		                               
		    €         
		Cash Exercise 
	 

	 
		                                   €         
		“Cashless Exercise” under Section 10
	 

	 
		(4)           If
		the Holder has elected a Cash Exercise, the Holder shall pay the sum
		of $_______ in immediately available funds to the Company in
		accordance with the terms of the Warrant.
	 

	 
		(5)           Pursuant
		to this Exercise Notice, the Company shall deliver to the Holder
		_____________ Warrant Shares in accordance with the terms of the
		Warrant.
	 

	 
		Dated:_______________, _____ 
	 

	 
		Name of
		Holder:  ___________________________
	 

	 
		By:__________________________________
Name:
		_______________________________ 
Title: _______________________________
	 

	 
		(Signature
		must conform in all respects to name of Holder as specified on the
		face of the Warrant)
	 

	 
		 
	 

	 

	 
	 

	 

	 
		SCHEDULE
		2
 CASTLE BRANDS INC.
	 

	 
		FORM OF
		ASSIGNMENT 
	 

	 
		[To be
		completed and signed only upon transfer of Warrant]
	 

	 
		FOR VALUE
		RECEIVED, the undersigned hereby sells, assigns and transfers unto
		 _______________ (the “Transferee”) the right
		represented by the within Warrant to purchase  _____________
		shares of Common Stock of Castle Brands Inc. (the
		“Company”) to which the within Warrant relates and appoints
		_______________ attorney to transfer said right on the books of the
		Company with full power of substitution in the premises. In
		connection therewith, the undersigned represents, warrants, covenants
		and agrees to and with the Company that:
	 

	 	(a)	
			 the offer and sale of
				the Warrant contemplated hereby is being made in compliance with
				Section 4(1) of the United States Securities Act of 1933, as amended
				(the “Securities Act”) or another valid exemption from the
				registration requirements of Section 5 of the Securities Act and in
				compliance with all applicable securities laws of the states of the
				United States;

		 
	(b)	
			 the undersigned has not
				offered to sell the Warrant by any form of general solicitation or
				general advertising, including, but not limited to, any
				advertisement, article, notice or other communication published in
				any newspaper, magazine or similar media or broadcast over television
				or radio, and any seminar or meeting whose attendees have been
				invited by any general solicitation or general
				advertising;

		 
	(c)	
			 the undersigned has
				read the Transferee’s investment letter included herewith, and
				to its actual knowledge, the statements made therein are true and
				correct; and

		 
	(d)	
			 the undersigned
				understands that the Company may condition the transfer of the
				Warrant contemplated hereby upon the delivery to the Company by the
				undersigned or the Transferee, as the case may be, of a written
				opinion of counsel (which opinion shall be in form, substance and
				scope customary for opinions of counsel in comparable transactions)
				to the effect that such transfer may be made without registration
				under the Securities Act and under applicable securities laws of the
				states of the United States.

		 


	 	

			 
				Dated:
				            ,
				    
			 

		  		
			 ___________________________________________________________________
			
			 
				(Signature must conform in all respects to name of 

				holder as specified on the face of the Warrant)
			 

		  
			

			 ___________________________________________________________________
			
			 
				Address of Transferee
			 

		  
			

			 ___________________________________________________________________
			

			 ___________________________________________________________________
			 
	
			 
				In the presence of:
			 

		  		 
	 

			 ________________________________________________