Subscription Agreement

EXECUTION COPY


SUBSCRIPTION AGREEMENT


SUBSCRIPTION AGREEMENT dated as of February 18, 2005 by and between Castle Brands Inc., a Delaware corporation (the "Investor") and Gosling Partners Inc., a Delaware corporation ("Company").


WHEREAS, the Company desires to issue shares of its common stock and Investor wishes to purchase said shares of common stock.


It is therefore agreed as follows:


1. Acquisition of Shares. The Company hereby conveys to the Investor and the Investor hereby receives from Company 600,000 shares of common stock, $0.01 par value per share (the "Common Stock") of Company (the "Shares"). The aggregate consideration for the Shares is $5,000,000 (approximately $8.33 per share), receipt of which is hereby acknowledged by Company in cash and a promissory note issued by the Investor in favor of the Company with interest to accrue on the unpaid principal amount at a rate equal to four percent (4.0%) per annum (the "Promissory Note"), as more specifically set forth on Schedule I. Simultaneously herewith, and as a condition hereof, the Investor is entering into a Stockholders Agreement, dated as of the date hereof, with the existing stockholders of the Company and the Investor is delivering to Company the Promissory Note.


2. Representations and Warranties of the Investor


The Investor represents and warrants to Company as follows:


(a) The Investor is purchasing the Shares for investment, and has not previously solicited the transfer, resale or disposal of the Shares and presently does not have a view to, or the purpose of, engaging in a distribution thereof or of any interest therein in any transaction that would be in violation of the securities laws of the United States or any state thereof.


(b) The Investor understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Act") and will be "restricted securities" within the meaning of the regulations under the Act, and by reason of the foregoing the Shares may not be resold in the absence of an effective registration statement under, or applicable exemption from, the Act, and that a restrictive legend will be affixed to the Shares upon issuance to the Investor, as detailed in the Stockholders Agreement.


(c) The Investor understands that there are substantial restrictions on the transferability of the Shares, including without limitation those referred to in Section 2(b) hereof and those contained in the Stockholders Agreement and in this Agreement. Accordingly, the Investor may have to hold the Shares indefinitely and it may not be possible for the Investor to liquidate its investment in the Shares.


(d) The Investor has had an opportunity to ask questions and receive answers concerning Company or the terms and conditions of the offering and to obtain any additional relevant information to the extent the Company possessed such information or was able to obtain
-2-


it without unreasonable effort or expense. The Investor is knowledgeable, sophisticated and experienced in business and financial matters and with respect to securities similar to the Shares, and is capable of evaluating the merits and risks of purchasing the Shares. The Investor is able to bear the economic risk of its investment in the Shares and is able to afford the complete loss of such investment. The Investor has relied solely on the representations and warranties contained herein and Investor's own knowledge about the Company in making Investor's decision to acquire the Shares. If the box relating to "Accredited Investor" status on Schedule I has been checked, the "Investor" is an "Accredited Investor" within the meaning of Rule 501(a) of Regulation D under the Act.


3. Representations and Warranties of Company


Company represents and warrants to the Investor as follows:


(a) Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware; and has all requisite corporate power and authority to carry on its business as presently conducted and proposed to be conducted.


(b) Company has all requisite corporate power and authority to enter into, deliver and perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by Company, and all legally required corporate proceedings by Company in connection with the execution and delivery thereof have been tak ...