Unassociated Document


    Exhibit
      10.75


    THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED,
      OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS NOTE
      MAY
      NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY
      TO
      THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

     

    Promissory
      Note

     

    
      
        	
                $5,000,000

              	
                Date:
                  October 22, 2007

              


      

       
FOR
      VALUE RECEIVED,
      the undersigned Castle Brands Inc., a Delaware corporation (the
"Company"),
      promises to pay to the order of Frost Nevada Investments Trust (the
"Holder")
      the lesser of (x) FIVE MILLION US DOLLARS (US $5,000,000) and (y) the
      aggregate unpaid principal amount of Advances (as hereinafter defined) made
      under this Note to the Company pursuant to the terms of this Note and the Credit
      Agreement (as hereinafter defined), together in either case, with unpaid
      interest on the unpaid balance of the principal amount outstanding, on the
      Maturity Date and subject to the following provisions. Unless otherwise provided
      herein, accrued interest hereon shall be paid quarterly on the Interest Payment
      Dates (as hereinafter defined).

    The
      following is a statement of the rights of the Holder and the conditions to
      which
      this Note is subject, and to which the Holder, by the acceptance of this Note,
      agrees:

    

      
        	 	
                1.

              	
                Definitions.

              


      

    

     

    The
      capitalized terms in this Note shall have the meanings ascribed to such terms
      in
      the Note Purchase Agreement unless otherwise defined herein:

     

    "Advance"
      and "Advances"
      shall
      have the meaning as set forth in Section 2.1
      below;

     

    "Credit
      Agreement"
      means
      that certain Credit Agreement dated as of the first date set forth above, by
      and
      among the Company and the Holder.

     

    "Borrowing
      Commitment"
      means an
      aggregate of $5,000,000.

     

    "Business
      Day"
      shall
      mean any day that is not a Saturday, a Sunday or a day on which banks are
      required or permitted to be closed in the State of New York.

     

    "Company"
      has the
      meaning set forth in the introductory paragraph to this Note;

     

    "Default
      Rate"
      shall
      have the meaning set forth in Section
      6.1
      below;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    "Holder"
      has the
      meaning set forth in the introductory paragraph to this Note;

     

    “Interest
      Payment Date(s)” means
      the
      last Business Day of each March, June, September and December;

     

    "Interest
      Rate"
      means
      the rate of 10% per annum, calculated on the basis of a 360 day year based
      on the number of days elapsed including the first day, but excluding the day
      on
      which such calculation is being made;

     

    "Maturity
      Date" means
      the
      earlier to occur of (i) one Business Day after the closing of the closing of
      any
      sale of debt or equity securities by the Company or its affiliates which results
      in net proceeds to the Company of at least $10,000,000 dollars when aggregated
      with all additional sales of debt or equity securities between the date hereof
      (excluding the Note) and such closing date and (ii) February 28,
      2009;

     

    "Note"
      means
      this Promissory Note;

     

    "Principal
      Amount"
      means
      the total Advances made hereunder; or

    

      
        	 	
                2.

              	
                Advances
                  and Time of Payment.

              


      

    

     

    2.1  Advances.
      With
      respect to each proposed additional advance to the Company under this Note
      (any
      advance, an "Advance" and, collectively, the "Advances"), the Company shall
      give
      at least 10 days prior written notice to the Holder of its intention to borrow
      hereunder, which notice shall specify the date and the principal amount of
      the
      proposed Advance (a "Borrowing Request"). All Advances shall be in increments
      of
      $1,000,000. Following the receipt of a Borrowing Request, the Holder shall
      make
      the Advance on the date and in the amount as outlined in the Borrowing Request
      and the Borrowing Commitment shall be reduced by the amount of such Advance.
      Anything to the contrary herein notwithstanding, Holder shall have no obligation
      to make any Advance to the extent that the aggregate of all Advances made,
      including the Advance contemplated by the first sentence of this
      Section 2.1, exceeds the Borrowing Commitment.

    

      
        	 	
                2.2

              	
                Payment
                  at Maturity Date.

              


      

    

     

    The
      Principal Amount together with all accrued but unpaid interest under this Note
      shall be due and payable on the Maturity Date in accordance with the terms
      of
      this Note. If the payment of the Principal Amount and interest on this Note
      becomes due on a day which is not a Business Day, such payment shall be made
      on
      the next succeeding Business Day, and any such extension of time shall be
      included in computing interest in connection with such payment.

    

      
        	 	
                2.3

              	
                Interest
                  Payments.

              


      

    

     

    The
      Company shall pay accrued interest to the Holder on each applicable Interest
      Payment Date based upon the Principal Amount outstanding from time to time
      at
      the Interest Rate.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      
        	 	
                2.4

              	
                Prepayment.

              


      

    

     

    The
      Company may prepay the Principal Amount and/or the accrued but unpaid interest
      on this Note or any part thereof without penalty at any time in the Company's
      sole discretion.

    

      
        	 	
                3.

              	
                Application
                  of Payments.

              


      

    

     

    All
      payments of the indebtedness evidenced by this Note shall be applied first
      to
      any accrued but unpaid interest on this Note then due and payable hereunder,
      and
      then to the Principal Amount of this Note then outstanding.

    

      
        	 	
                4.

              	
                Currency.

              


      

    

     

    All
      payments of Principal Amount or of interest on this Note shall be made in US
      dollars at the address of Holder indicated on the signature page hereof, or
      such
      other place as Holder shall designate in writing to Company.

    

      
        	 	
                5.

              	
                Events
                  of Default.

              


      

    

     

    The
      occurrence of any of the following shall constitute an Event of Default under
      this Note: (a) The Company's failure to pay the outstanding Principal Amount
      and
      accrued interest on this Note due on the Maturity Date; (b) the Company's
      failure to pay any fees or interest related to this Note when due and any such
      failure to pay shall remain unremedied after the Company has been provided
      with
      ten (10) Business Days prior written notice or (c) an
      Event
      of Default under, and as defined in, the Credit Agreement.

    

      
        	 	
                6.

              	
                Remedies.

              


      

    

    

      
        	 	
                6.1

              	
                Remedy
                  Upon an Event of
                  Default.

              


      

    

     

    Upon
      the
      occurrence of an Event of Default, (i) this Note shall become due and payable
      upon the demand of the Holder, and upon such demand shall thereafter become
      automatically due and payable, without presentment, demand, protest, or further
      notice of any kind, all of which are hereby expressly waived by the Company,
      and
      (ii) the Interest Rate shall increase by 200 basis points above the Interest
      Rate (the "Default
      Rate").

    

      
        	 	
                7.

              	
                Waiver.

              


      

    

     

    The
      Company waives presentment for payment, notice of nonpayment, protest, demand,
      notice of protest, notice of intent to accelerate, notice of acceleration and
      dishonor, diligence in enforcement and indulgences of every kind.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	 	
              8.

            	
              No
                Waiver.

            


    

     

    The
      acceptance by Holder of any payment under this Note which is less than the
      payment in full of all amounts due and payable at the time of such payment
      shall
      not (i) constitute a waiver of or impair, reduce, release or extinguish any
      right, remedy or recourse of Holder, or nullify any prior exercise of any such
      right, remedy or recourse, or (ii) impair, reduce, release or extinguish the
      obligations of any party as originally provided herein.

    

      
        	 	
                9.

              	
                Cumulative
                  Remedies.

              


      

    

     

    The
      rights, remedies and recourses of Holder, as provided in this Note, shall be
      cumulative and concurrent and may be pursued separately, successively or
      together as often as occasion therefore shall arise, at the sole discretion
      of
      Holder.

    

      
        	 	
                10.

              	
                Governing
                  Law.

              


      

    

     

    This
      Note
      shall be governed by, and interpreted in accordance with, the laws of the State
      of New York, without giving effect to the rules respecting conflicts of
      law.

    

      
        	 	
                11.

              	
                Severability.

              


      

    

     

    If
      any
      provision hereof or the application thereof to any Person or circumstance shall,
      for any reason and to any extent, be invalid or unenforceable, neither the
      application of such provision to any other Person or circumstance nor the
      remainder of the instrument in which such provision is contained shall be
      affected thereby and shall be enforced to the greatest extent permitted by
      law.

    

      
        	 	
                12.

              	
                Interpretation.

              


      

    

     

    The
      headings in this Note are included only for convenience and shall not affect
      the
      meaning or interpretation of this Note. The words "herein" and "hereof" and
      other words of similar import refer to this Note as a whole and not to any
      particular part of this Note.

    

      
        	 	
                13.

              	
                Notices.

              


      

    

     

    All
      notices, demands, and other communications hereunder shall be in writing and
      shall be deemed given if delivered personally or by commercial delivery service,
      or mailed by registered or certified mail (return receipt requested) or sent
      via
      facsimile (with acknowledgment of complete transmission), to Holder at its
      address set forth below, or to the Company at its principal executive office
      (or
      at such other address for a party as shall be specified by like
      notice).

    

      
        	 	
                14.

              	
                Exchange
                  or Loss of Note.

              


      

    

     

    Upon
      receipt by the Company of evidence reasonably satisfactory to it of the loss,
      theft, destruction or mutilation of this Note, and (in the case of loss, theft
      or destruction) of reasonably satisfactory indemnification, and upon surrender
      and cancellation of this Note, if mutilated, the Company will execute and
      deliver a new Note of like tenor and date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      
        	 	
                15.

              	
                Enforceability.

              


      

    

     

    This
      Note
      shall be binding upon and inure to the benefit of both parties hereto and their
      respective successors and assigns. If any provision of this Note shall be held
      to be invalid or unenforceable, in whole or in part, neither the validity nor
      the enforceability of the remainder hereof shall in any way be
      affected.

    
      

        
          	 	
                  16.

                	
                  Limitation
                    on Interest.

                


        

      

    

     

    Nothing
      contained in this Note shall be deemed to require the payment of interest or
      other charges by the Company or any other Person in excess of the amount which
      Holder may lawfully charge under the applicable usury laws. In the event that
      Holder shall collect moneys which are deemed to constitute interest which would
      increase the effective Interest Rate to a rate in excess of that permitted
      to be
      charged by applicable law, all such sums deemed to constitute interest in excess
      of the legal rate shall be credited against the Principal Amount then
      outstanding and the excess shall be returned to the Company.

     

    [Remainder
      of Page Intentionally Left Blank]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
          IN
        WITNESS
        WHEREOF, the undersigned has executed this Promissory Note as of the date
        first
        written above.

    

    

      
        	
                CASTLE
                  BRANDS INC.

              
	 
	
                By:

              	/s/
                Mark Andrews
	 	
                Mark
                  Andrews, Chairman and Chief Executive Officer

              
	 	
                Castle
                  Brands Inc.

              
	 	
                570
                  Lexington Avenue, 29th
                  Floor

              
	 	
                New
                  York, NY 10022

              


      

      

        
          	
                  ACKNOWLEDGED
                    AND AGREED TO BY:

                
	 
	
                  FROST
                    NEVADA INVESTMENTS TRUST

                
	 
	 
	
                  By:
                    /s/ Phillip
                    Frost                                                          

                
	
                  Name:
                    Phillip
                    Frost, M.D.   
                    

                
	 
	
                  Title: Trustee

                
	 
	
                  Address:
                    4400 Biscayne Blvd.

                
	
                        Suite
                    1500

                
	
                       
                    Miami, Florida 33137

                
	 
	
                  Facsimile
                    Number: (305) 575-6444

                


        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
        TRANSACTIONS

      

    

    ON

    PROMISSORY
      NOTE

     

    
      	
              Date

            	
              Amount
                of 

              Loan
                

              Made
                This Date

            	
              Outstanding
                Principal Balance This Date

            	
              Notation

              Made
                By

            
	
              ____10/
                /07_____

            	
              ______$0.00____

            	
              _____$0.00_____

            	
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