Exhibit 10.2
	 

	 
		

	 

	 
		EMPLOYMENT AGREEMENT
	 

	 
		THIS EMPLOYMENT AGREEMENT, made as of March 20, 2007 (this
		“Agreement”), by and between Castle Brands Inc., a Delaware
		corporation (the “Company”), and Alfred Small (the
		“Executive”), an individual residing at 12 Inwood Road, Glen
		Cove, New York, 11542.
	 

	 
		In consideration of the mutual covenants set forth in this Agreement, the
		parties hereto agree as follows:
	 

	 
		AGREEMENT:
	 

	 
		1.
	 

	 
		Employment.  Subject to the terms of this Agreement, the
		Company agrees to employ Executive, and Executive agrees to accept such
		employment, as Vice President - Controller of the Company.  As such,
		Executive will have responsibility for such job-related duties as will be
		assigned to Executive from time to time by the Chief Financial Officer or
		President of the Company or their respective designees.
	 

	 
		2.
	 

	 
		Performance of Services.  Executive agrees that throughout
		the term of his employment hereunder he will devote his full business time,
		attention, knowledge and skills, faithfully, diligently and to the best of his
		ability, in furtherance of the business of the Company and its direct or
		indirect subsidiaries and will perform the duties assigned to him from time to
		time pursuant to Section 1 hereof, subject, at all times, to the direction and
		control of the Chief Financial Officer or President of the Company or their
		respective designees, and to the policies of the Company generally applicable
		to its executives.  During the term of his employment hereunder, Executive
		will not accept other employment or permit his personal business interests to
		materially interfere with his duties hereunder.
	 

	 
		3.
	 

	 
		Term.  Executive will be employed for a term commencing on
		March 20, 2007 (the “Effective Date”) and ending on March 19,
		2010 (the “Term”), unless his employment is terminated prior
		to the expiration of the Term pursuant to Section 6 hereof.  At the end of
		the term, if the Company does not offer to renew Executive’s employment
		hereunder for an additional three years, on substantially the same terms, the
		Company shall continue to pay to Executive his Base Salary and benefits for a
		period of six (6) months after expiration of the Term.
	 

	 
		4.
	 

	 
		Compensation.  During the Term of this Agreement the Company
		agrees to pay to Executive:
	 

	 
		(a)
	 

	 
		Salary.  A salary (the “Base Salary”) at the
		rate of US$137,290.08 per year, payable in accordance with the Company’s
		standard payroll practices for executives as in effect from time to time.
		 Such Base Salary may be increased (but not decreased), in the sole
		discretion of the Compensation Committee of the Board of Directors of the
		Company, on the basis of periodic reviews, which shall occur no less frequently
		than on an annual basis.
	 

	 
		(b)
	 

	 
		Stock Option Grants.  Executive shall be entitled to options
		to purchase Common Stock of the Company to the extent granted by the
		Compensation Committee of the Board of Directors of the Company.
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		(c)
	 

	 
		Incentive Bonus.  In each fiscal year, the Executive shall be
		eligible to receive an annual performance bonus equal to up to 30% of the Base
		Salary in effect on March 31 of such fiscal year, subject to successful
		achievement of goals and objectives to be agreed upon by the Executive and the
		Compensation Committee of the Board of Directors of the Company, payable in
		accordance with the Company’s standard practices for executives as in
		effect from time to time.
	 

	 
		(d)
	 

	 
		Vacation.  Executive shall be entitled to twenty (20) paid
		vacation days in each calendar year, plus paid Company holidays.
	 

	 
		(e)
	 

	 
		Other Benefits.  Executive will be entitled to participate,
		to the extent he is eligible under the terms and conditions thereof, in all
		profit-sharing, hospitalization, insurance, medical, disability, or other
		fringe benefit or executive perquisite plans generally available to other
		senior executives of the Company.
	 

	 
		5.
	 

	 
		Expenses.  The Company will reimburse Executive for all
		expenses reasonably incurred by him in connection with the performance of his
		duties hereunder and the business of the Company (including, without
		limitation, reasonable AICPA membership expenses and continuing professional
		education programs) upon the submission to the Company of appropriate invoices
		therefor, all in accordance with the Company’s policies and procedures as
		in effect from time to time for senior executives of the Company.
	 

	 
		6.
	 

	 
		Termination.
	 

	 
		(a)
	 

	 
		Termination by the Company Without Cause.  The Company may
		terminate the employment of Executive hereunder at any time without Cause (as
		hereinafter defined).  Notice of any such termination must be in writing
		and will be effective upon receipt by Executive.  In the event that the
		employment of Executive is terminated pursuant to this Section 6(a) and if
		Executive fully complies with Sections 7, 9, 10 and 22 of this Agreement, the
		Company will continue to pay to Executive the Base Salary per annum as in
		effect on the date of such termination, in accordance with the standard payroll
		practices of the Company as in effect from time to time, for a term of twelve
		(12) months immediately following the date of such termination. In addition, in
		the event that the employment of Executive is terminated pursuant to this
		clause (a), the annual incentive bonus described in Section 4(c) will be paid,
		if any, to Executive with respect to the year in which termination occurs (pro
		rated for the portion of the year in which Executive was so employed).  If
		Executive fully complies with Sections 7, 9, 10 and 22 of this Agreement, the
		Company shall during the twelve (12) month period immediately following
		termination of Executive pursuant to this clause (a), to the extent permissible
		under any relevant benefit plans of the Company, continue to provide
		participation to Executive in all other benefits provided for under Section
		4(e) hereof, at the Company’s expense.  If Executive fully complies
		with Sections 7, 9, 10 and 22 of this Agreement, on the date of termination
		pursuant to this Section 6(a), the vesting of any options held by Executive
		shall accelerate with respect to the number of shares of the Company’s
		common stock that equals (x) the number of shares that would have vested during
		the 12 months following termination of Executive pursuant to this Section 6(a)
		multiplied by (y) a fraction, the numerator of which is the number of full
		calendar months that have elapsed since the last vesting date or the original
		issue date (if a vesting date has not occurred) and the denominator of which is
		the number of full calendar months from the last vesting date or the original
		issue date (if a vesting date has not occurred) to the vesting date occurring
		during the 12 months following termination.  Further, if Executive
	 

	 
		
 

	 

	 
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		fully complies with Sections 7, 9, 10 and 22 of this Agreement, any stock
		option held by Executive that is vested at the time of Executive’s
		termination pursuant to this Section 6(a) (including any portion of such option
		for which vesting was accelerated pursuant to the preceding sentence) will be
		exercisable until the earlier to occur of (i) the expiration date of such
		option pursuant to its terms and (ii) twelve (12) months following the date of
		termination pursuant to this Section 6(a).
	 

	 
		(b)
	 

	 
		Termination by the Company for Cause.  The Company may
		terminate the employment of Executive hereunder for Cause (as hereinafter
		defined).  Executive shall be entitled to thirty (30) days prior written
		notice of the Company’s intent to terminate Executive hereunder and the
		right to address and/or cure such Cause during such thirty (30) day notice
		period.  Any notice of intent to terminate for Cause must specify the
		particular grounds therefor in reasonable detail.  In the event that the
		employment of Executive is terminated pursuant to this clause (b), the Company
		will pay to Executive the amount of all accrued but unpaid Base Salary to the
		date of such termination, but no annual incentive bonus will be paid with
		respect to (x) the year in which termination occurs, or (y) the immediately
		prior year if Executive is terminated under this clause (b) prior to payment of
		the bonus applicable to such prior year.  As used herein,
		“Cause” means Executive’s (i) personal dishonesty, (ii)
		willful misconduct, (iii) breach of fiduciary duty, (iv) failure to
		substantially perform assigned duties relating to Executive’s performance
		hereunder (other than any such failure owing to Executive becoming Disabled (as
		hereinafter defined)) as reasonably determined by a majority of the entire
		Compensation Committee of the Board of Directors of the Company, after
		consultation with the Chief Executive Officer of the Company, (v) conviction
		of, or the entry by the Executive of any plea of guilty or nolo contendre to,
		any felony or other lesser crime that would require removal from his position
		at the Company (e.g. any alcohol or drug related misdemeanor) or (vi) material
		breach of any provision of this Agreement as reasonably determined by the
		Compensation Committee of the Board of Directors of the Company, after
		consultation with the Chief Executive Officer; provided, however, that in any
		of the foregoing circumstances, Executive has failed to cure such Cause within
		the fifteen (15) day period referenced in the second sentence of this Section
		6(b).  In the event Executive is terminated for Cause solely pursuant to
		(iv) or (vi) above, any stock option held by Executive that is vested at the
		time of such termination may be exercised until the earlier to occur of (i) the
		expiration date of such option pursuant to its terms and (ii) one year after
		such termination.  In the event Executive is terminated for Cause other
		than solely pursuant to (iv) or (vi) above, any stock option held by Executive
		shall immediately expire and no longer be exercisable upon such termination.
	 

	 
		(c)
	 

	 
		Termination by Executive.  Executive may terminate his
		employment hereunder (x) at any time without cause or (y) for Good Reason (as
		hereinafter defined).  Notice of any such termination must be in writing
		and will be effective sixty (60) days after receipt by the Company or such
		earlier date as may be specified by the Company after receipt of such notice.
		 In the event that Executive terminates employment pursuant to subclause
		(x) of this clause (c), the Company will pay to Executive the amount of all
		accrued but unpaid Base Salary to the date of such termination, but no annual
		incentive bonus will be paid with respect to the year in which termination
		occurs.   In the event that Executive terminates employment hereunder
		pursuant to subclause (y) of this clause (c) and Executive fully complies with
		Sections 7, 9, 10 and 22 of this Agreement, Executive will be entitled to the
		same salary, benefits and bonus payments as would be provided were he to be
		terminated by the Company without Cause pursuant to Section 6(a) above.
		 Further, in the event Executive terminates his
	 

	 
		
 

	 

	 
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		employment hereunder for Good Reason or without cause and Executive fully
		complies with Sections 7, 9, 10 and 22 of the Agreement, any stock option held
		by Executive that is vested at the time of Executive’s termination will be
		exercisable until the earlier to occur of (A) the expiration date of such
		option pursuant to its terms and (B) one year following the termination of
		Executive’s employment.  As used herein, “Good
		Reason” means a termination by Executive of Executive’s
		employment hereunder within thirty (30) days after (i) any material diminution
		in the nature, title or status of Executive’s job responsibilities from
		those in effect on the Effective Date or the most recent anniversary thereof,
		(ii) dissolution or divestiture of all or a significant portion of the Company
		or other material change in the Company, which in each case would materially
		adversely diminish the nature, title or status of Executive’s job
		responsibilities, (iii) relocation by the Company of the Executive’s
		office to any location not within fifty (50) miles from Executive’s
		principal place of employment as of the Effective Date or (iv) the
		Company’s material breach of any provision of this Agreement which is not
		cured within fifteen (15) business days after written notice thereof from
		Executive to the Company.
	 

	 
		(d)
	 

	 
		Termination Upon Death.  This Agreement will terminate
		automatically on the death of Executive.  In the event that the employment
		of Executive is terminated pursuant to this clause (d), the Company will
		promptly pay to the representative of Executive the amount of all accrued but
		unpaid Base Salary to the date of such termination, the annual incentive bonus,
		if any, described in Section 4(c) with respect to the year in which termination
		occurs (pro rated for the portion of the year in which Executive was so
		employed), and an amount equal to six (6) months Base Salary.  Further,
		any stock option held by Executive that is vested at the time of death will be
		exercisable by Executive's personal representative or estate for a period of
		two (2) years from date of death and all unvested stock options held by
		Executive shall fully vest and be exercisable by Executive's personal
		representative or estate for a period of two years from date of death.
	 

	 
		(e)
	 

	 
		Termination by the Company by Reason of Disability.  The
		Company may terminate the employment of Executive hereunder after Executive
		becomes Disabled.  Notice of any such termination must be in writing and
		will be effective thirty (30) days after receipt by Executive.  In the
		event that the employment of Executive is terminated pursuant to this clause
		(e), the Company will pay to Executive or his representative the amount of all
		accrued but unpaid Base Salary to the date of such termination less the amount,
		if any, received by Executive from any disability insurance maintained by the
		Company, the annual incentive bonus described in Section 4(c), if any, with
		respect to the year in which termination occurs (pro rated for the portion of
		the year in which Executive was so employed) and an amount equal to one year's
		Base Salary to be paid as a lump sum on termination.  Further, any stock
		option held by Executive that is vested at the time of termination for
		disability will be exercisable for a period of two (2) years from date of such
		termination for disability and all unvested stock options held by Executive
		shall fully vest and be exercisable for a period of two (2) years from date of
		termination for disability.  As used herein, the term
		“Disabled” means Executive becoming physically or mentally
		disabled or incapacitated to the extent that he has been or will be unable to
		perform his duties hereunder on account of such disabilities or incapacitation
		for a continuous period of six (6) months as determined by a qualified
		independent physician or group of physicians selected by the Company and
		approved by Executive or his representative, such approval not to be
		unreasonably withheld.
	 

	 
		
 

	 

	 
		-4-
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		(f)
	 

	 
		Change of Control.  A “Change of Control”
		shall have occurred if:  (i) any person (as such term is used in
		Section 13(d) of the Securities Exchange Act of 1934, as amended (the
		“Exchange Act”)) becomes the “beneficial owner” (as
		determined pursuant to Rule 13d-3 of the Exchange Act), directly or indirectly,
		of securities of the Company representing more than thirty-five percent (35%)
		of the aggregate voting power of the Company’s then outstanding
		securities, other than by acquisition directly from the Company;
		(ii) there has been a merger or equivalent combination involving the
		Company after which forty-nine percent (49%) or more of the voting stock of the
		surviving corporation is held by persons other than former shareholders of the
		Company; (iii) during any period of two consecutive years, individuals who
		at the beginning of such period were members of the Board of Directors of the
		Company cease for any reason to constitute at least a majority thereof (unless
		the appointment, election, or the nomination for election by the Company's
		stockholders, of each director elected during such consecutive two-year period
		was approved by a vote of at least two-thirds of the directors then still in
		office who were directors at the beginning of such period); or (iv) the
		Company sells or disposes of all or substantially all of its assets.  In
		the event that the employment of Executive is terminated following or in
		connection with a Change in Control either by the Executive for Good Reason or
		by the Company or its successor without Cause, the Company or its successor, as
		applicable, will continue to pay to Executive the Base Salary per annum as in
		effect on the date of such termination, in accordance with the standard payroll
		practices of the Company as in effect from time to time, for a term of
		twenty-four (24) months following the date of such termination.  During
		such twenty-four (24) month period, the Company shall continue to provide
		participation to the Executive in all other benefits provided for under Section
		4(e) hereof.  In addition, in the event that the employment of Executive
		is terminated pursuant to this clause (f), the annual incentive bonus described
		in Section 4(c) will be paid to Executive with respect to the year in which
		termination occurs (pro rated for the portion of the year in which Executive
		was so employed).  Further, all unvested stock options will vest without
		further action on the date of termination and all stock options shall be
		exercisable during the remainder of their original terms.
	 

	 
		(g)
	 

	 
		Release and No Further Obligations.  As a condition to the
		payments and other consideration provided to Executive under each clause of
		this Section 6, the Executive shall have executed and delivered to the
		Company the form of general release attached hereto as Exhibit A. Except
		as otherwise expressly provided in this Agreement and that certain Stock Option
		Agreement, dated as of even date hereof, by and between the Company and
		Executive, from and after the effective date of any termination of
		Executive’s employment hereunder pursuant to this Section 6, the Company
		will have no further obligations (for the payment of money or otherwise) to
		Executive or his representative, as applicable.
	 

	 
		7.
	 

	 
		Confidentiality.
	 

	 
		(a)
	 

	 
		Executive will not, at any time following the Effective Date, regardless
		of whether Executive continues to be employed by the Company and, if
		Executive’s employment has been terminated, regardless of the manner,
		reason, time or cause thereof, directly or indirectly reveal, report, publish,
		disclose, transfer or furnish to any person not entitled to receive the same
		for the immediate benefit of the Company any Proprietary Information (as
		hereinafter defined).  The term “Proprietary Information”
		means all information of any nature whatsoever, and in any form, which at the
		time or times concerns or relates to any aspect of any business that the
		Company, or its direct or indirect subsidiaries are involved in or
	 

	 
		
 

	 

	 
		-5-
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		actively contemplating (the “Business”) and which is
		confidential or proprietary to the Company.  Proprietary Information
		includes, but is not limited to, items, materials and information concerning
		the following: marketing plans or strategies; budgets; designs; promotional
		strategies; client preferences and policies; creative activities for clients;
		concepts; intellectual property and trade secrets; product plans; financial
		information and all documentation, reports and data (recorded in any form)
		relating to the foregoing.  Notwithstanding the foregoing,
		“Proprietary Information” does not include any information to the
		extent it becomes publicly known through no fault of Executive or any
		information which Executive is required to disclose as a result of a subpoena
		or other legal process.
	 

	 
		(b)
	 

	 
		Executive agrees that all memoranda, notes, records, papers or other
		documents, computer disks, computer software programs and the like and all
		copies thereof, relating to the Business (the “Business
		Records”) are and will be the sole and exclusive property of the
		Company or its direct or indirect subsidiaries, as the case may be.
		 Except for use for the benefit of the Company or its direct or indirect
		subsidiaries, as the case may be.  Executive will not copy or duplicate
		any of the Business Records, nor remove them from the facilities of the Company
		or its direct or indirect subsidiaries, as the case may be.  Executive
		must comply with any and all procedures which the Company or its direct or
		indirect subsidiaries may adopt from time to time to preserve the
		confidentiality of Proprietary Information and the confidentiality of property
		of the types described immediately above, whether or not such property contains
		a legend indicating its confidential nature.
	 

	 
		(c)
	 

	 
		Upon termination of Executive’s employment with the Company for any
		reason whatsoever and at any other time upon the Company’s request,
		Executive (or his personal representative) must deliver to the Company all
		property described in this Section 7 which is in his possession or control.
	 

	 
		8.
	 

	 
		Representation and Warranty.  Executive represents and
		warrants to the Company that he is not a party to any employment agreement or
		other agreement which restricts, interferes with or impairs, or which might be
		claimed to restrict, interfere with or impair, in any way, Executive’s use
		of any information or Executive’s execution or performance of this
		Agreement.
	 

	 
		9.
	 

	 
		Discoveries and Improvements.  Executive acknowledges and
		agrees that all inventions, discoveries, and improvements, whether patentable
		or unpatentable, made, devised, or discovered by Executive, whether by himself,
		or jointly with others, from the date hereof until the expiration of the Term
		hereof, reasonably deemed to be directly related to or pertaining in any way to
		the Business, will be promptly disclosed in writing to the Chief Executive
		Officer (or such other officer as the Chief Executive Officer may designate) of
		the Company and will be the sole and exclusive property of the Company.
		 Executive agrees to execute any assignments to the Company or its nominee
		of his entire right, title, and interest in and to any such inventions,
		discoveries, and improvements and to execute and deliver at the cost of the
		Company any other instruments and documents that may be requested by the
		Company that are requisite or desirable in applying for and obtaining patents,
		copyrights or trademarks, with respect thereto in the United States and in all
		foreign countries.  Executive further agrees, whether or not in the employ
		of the Company, to cooperate, to the extent and in the manner requested by the
		Company, in the prosecution or defense of any patent, trademark or copyright
		claims or any litigation or other proceeding involving any inventions, trade
		secrets, processes,
	 

	 
		
 

	 

	 
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		discoveries, or improvements covered by this Agreement, provided that all
		expenses thereof shall be paid by the Company.
	 

	 
		10.
	 

	 
		Restrictive Covenants.
	 

	 
		(a)
	 

	 
		Executive acknowledges and agrees that his position with the Company
		places him in a position of confidence and trust with respect to Proprietary
		Information.  Executive consequently agrees that it is reasonable and
		necessary for the protection of the goodwill of the Business that Executive
		make the covenants contained herein.  Accordingly, Executive agrees that,
		during the Term of this Agreement and for a period of twelve (12) months after
		the date of expiration or termination of Executive’s employment hereunder
		for any reason whatsoever, Executive will not, without the prior written
		consent of the Company and provided that the Company has not failed to make any
		payments to the Executive when due in accordance with the provisions of
		Section 6 hereof and otherwise comply with the terms and conditions of
		this Agreement, (i) employ, solicit or encourage to leave the employ of
		the Company, or to become employed by any person other than the Company, any
		employee of the Company, or any individual who was an employee of the Company
		during the one year prior to the termination or expiration of Executive’s
		employment, (ii) persuade or attempt to persuade any customer of the
		Company as of the date of the termination or expiration of Executive’s
		employment or during the one year prior to the termination or expiration of
		Executive's employment to cease doing business with, or to reduce the amount of
		business it does with, the Company, or solicit the business of any of the
		Company’s customers as of the date of the termination or expiration during
		the one year prior to the termination or expiration of Executive's employment
		hereunder with respect to any product or service which competes with the
		products and services of the Company as of the date of termination of
		Executive’s employment or (iii)  compete with the Company as a
		consultant to, employee of, or equity participant in, any venture which
		competes with the Business within the United States of America.  No
		provision of this Section 10 shall prohibit Executive from merely owning (i.e.,
		having no participation or involvement in the management) no more than three
		percent (3%) of the outstanding equity securities of any actively traded public
		entity.
	 

	 
		(b)
	 

	 
		Executive has carefully considered the nature and extent of the
		restrictions upon him and the rights and remedies conferred upon the Company
		under Sections 10 and 11 of this Agreement and hereby acknowledges and agrees
		that the same are reasonable in time and territory, are designed to avoid
		competition which otherwise would be unfair to the Company, do not stifle the
		inherent skill and experience of Executive, would not operate as a bar to
		Executive’s sole means of support, are required to protect the legitimate
		interests of the Company and do not confer a benefit upon the Company
		disproportionate to the benefit otherwise afforded Executive by this Agreement.

	 

	 
		11.
	 

	 
		Certain Remedies.  The parties hereto acknowledge that in the
		event of a breach or a threatened breach by Executive of any of his obligations
		under Sections 7, 9 or 10 of this Agreement the Company will not have an
		adequate remedy at law.  Accordingly, in the event of any such breach or
		threatened breach by Executive, the Company will be entitled to such equitable
		and injunctive relief as may be available to restrain Executive and any
		business, firm, partnership, individual, corporation or entity participating in
		such breach or threatened breach from the violation of the provisions hereof,
		and nothing herein will be construed as prohibiting the Company from pursuing
		any other remedies available at law or in equity for such breach or threatened
		breach, including the recovery of damages.
	 

	 
		
 

	 

	 
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		12.
	 

	 
		Notices.  All notices hereunder must be in writing and
		addressed to the Secretary of the Company at 570 Lexington Avenue, 29th Floor,
		New York, NY, 10022 and to Executive at the address listed above.  Each
		such address for notice may be changed by notice of such change given to the
		other party hereto.  All such notices will be effective upon receipt.
	 

	 
		13.
	 

	 
		Entire Agreement. This Agreement constitutes the entire agreement
		of the parties hereto with respect to the subject matter hereof and supersedes
		all prior or contemporaneous agreements, whether written or oral, of the
		parties or affiliates hereto relating to the subject matter hereof.  No
		amendment, waiver or modification hereof will be valid or binding unless made
		in writing and signed by the parties hereto (in the case of an amendment or
		modification) or by the party against whom enforcement is sought (in the case
		of a waiver).
	 

	 
		14.
	 

	 
		Governing Law/Arbitration.  This Agreement will be governed,
		interpreted and construed according to the internal laws of the State of New
		York without regard to conflict of laws principles.  Any controversy or
		claim arising out of, or relating to, this Agreement or the breach thereof,
		must be promptly settled by arbitration by a panel of three (3) arbitrators in
		New York, New York, in accordance with the Commercial Rules of the American
		Arbitration Association then in effect, and judgment upon the award rendered
		may be entered in any court having jurisdiction thereof.  It is expressly
		understood that the arbitrators will have the authority to grant legal and
		equitable relief, including both temporary restraints and preliminary
		injunctive relief to the same extent as could a court of competent
		jurisdiction, and that the arbitrators are empowered to order either side to
		fully cooperate in promptly resolving any controversies or claims under this
		Agreement.  Notwithstanding the foregoing, in the event of a breach or
		threatened breach by Executive of any provision of Section 7, 9 or 10 of this
		Agreement, the Company will be entitled to seek an injunction from any court of
		competent jurisdiction in the State of New York and Executive hereby submits to
		the personal jurisdiction of any such court.
	 

	 
		15.
	 

	 
		Severability.  Should any part of this Agreement be held or
		declared to be void or illegal for any reason by an arbitrator or court of
		competent jurisdiction, such provision will be ineffective, but all other parts
		of this Agreement which can be effected without such illegal part will
		nevertheless remain in full force and effect.  In such a case, the parties
		shall, and the court of competent jurisdiction may, replace the invalid
		provision with a legally permissible arrangement, which comes nearest to the
		intended purpose of the invalid provision.
	 

	 
		16.
	 

	 
		Headings.  The Section headings contained in this Agreement
		are for reference purposes only and will not affect the meaning or
		interpretation of this Agreement.
	 

	 
		17.
	 

	 
		Withholding.  Anything to the contrary notwithstanding, all
		payments required to be made by the Company hereunder to Executive will be
		subject to withholding of such amounts relating to taxes (whether or not
		related to payments required to be made by the Company hereunder) as the
		Company may reasonably determine it should withhold pursuant to any applicable
		law or regulation.
	 

	 
		18.
	 

	 
		Counterparts.  This Agreement may be executed in one or more
		counterparts, each of which will be deemed to be an original, but all of which
		will collectively constitute a single original.
	 

	 
		19.
	 

	 
		No Reliance; Opportunity to Consult with Counsel.  The
		parties hereto each represent to the other that in executing this Agreement
		each does not rely upon, and has not
	 

	 
		
 

	 

	 
		-8-
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		relied upon, any representation or statement not set forth herein with
		regard to the subject matter, basis or effect of this Agreement or otherwise.
		 Executive acknowledges that he has had an opportunity to consult with an
		attorney of his choice prior to executing this Agreement.
	 

	 
		20.
	 

	 
		No Assignment.  Neither this Agreement nor the right to
		receive any payments hereunder may be assigned by Executive except as provided
		for herein.  This Agreement will be binding upon Executive, his heirs,
		executors and administrators and upon the Company, its successors and assigns.
	 

	 
		21.
	 

	 
		No Duty to Mitigate.  Executive shall not be required to
		mitigate the amount of any damages that Executive may incur or other payments
		to be made to Executive hereunder as a result of any termination or expiration
		of this Agreement, nor shall any payments to Executive be reduced by any other
		payments Executive may receive.
	 

	 
		22.
	 

	 
		Non-Disparagement.  Executive agrees not to publicly
		criticize, denigrate or disparage the Company, its past and present direct and
		indirect subsidiaries, affiliates, successors, assigns and all of their past
		and present employees, officers and directors.  The Company agrees not to,
		and to use commercially reasonable efforts to cause its past and present direct
		and indirect subsidiaries, affiliates, successors, assigns and all of their
		past and present employees, officers and directors not to, publicly criticize,
		denigrate or disparage Executive.
	 

	 
		23.
	 

	 
		Survival.  The provisions of Sections 6, 7, 9, 10, 11, 14,
		15, 17, 20, 21, 22 and this Section 23 will survive the termination or
		expiration of this Agreement.
	 

	 
		24.
	 

	 
		Failure to Utilize.  The Company will have no obligation to
		use Executive’s services or the rights granted hereunder in connection
		therewith or otherwise, and the Company will be deemed to have fully satisfied
		its obligations hereunder by paying to Executive the compensation due Executive
		in accordance with the terms of this Agreement.
	 

	 
		[Remainder of Page Intentionally Left Blank]
	 

	 
		
 

	 

	 
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		IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
		duly executed as of the day and year first above written.
	 

	 							
	
			 
				Castle Brands Inc.
			 

		  	
			 
				 
			 

		  	
			 
				Executive
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				By:
			 

		  	
			 
				/s/ Mark E. Andrews III
			 

		  	
			 
				 
			 

		  	
			 
				By:
			 

		  	
			 
				/s/ Alfred Small
			 

		  
	
			 
				 
			 

		  	
			 
				Name:
			 

		  	
			 
				Mark E. Andrews III
			 

		  	
			 
				 
			 

		  	
			 
			 

		  	
			 
				Name:
			 

		  	
			 
				Alfred Small
			 

		  
	
			 
				 
			 

		  	
			 
				Title:
			 

		  	
			 
				Chairman and Chief
			 

			 
				Executive Officer
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  	
			 
				 
			 

		  


	 
		

	 

	 
		

	 

	 
		
 

	 

	 
		-10-
	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		EXHIBIT A
	 

	 
		Form of General Release 
	 

	 
		GENERAL RELEASE
	 

	 
		1.
	 

	 
		(a)
	 

	 
		As a condition to and in consideration of the payments and benefits
		described in Section 6 of the Employment Agreement, dated as of March 20, 2007,
		between Castle Brands Inc. and me relating to my employment with Castle Brands
		Inc., and for other good and valuable consideration, I, with the intention of
		binding myself and my heirs, beneficiaries, trustees, administrators,
		executives, assigns and legal representatives (collectively, the
		“Releasors”), hereby irrevocably and unconditionally release, remise,
		and forever discharge Castle Brands Inc. and its subsidiaries and affiliates,
		and the Releasees (as hereinafter defined) with respect to any and all
		agreements, promises, rights, liabilities, claims, and demands of any kind
		whatsoever (upon any legal or equitable theory, whether contractual, common
		law, or statutory, under federal, state or local law or otherwise), whether
		known or unknown, asserted or unasserted, fixed or contingent, apparent or
		concealed, that the Releasors ever had, now have or hereafter can, shall or may
		have for, upon, or by reason of any matter, cause or thing whatsoever existing,
		accruing, arising or occurring at any time on or prior to the date I execute
		this General Release, including, without limitation, (i) any and all rights and
		claims arising out of or in connection with my employment by Castle Brands
		Inc., the terms and conditions of such employment, or the termination of my
		employment; (ii) any and all contract claims, claims for bonuses, claims for
		severance allowances or entitlements; (iii) fraud claims, defamation,
		disparagement and other personal injury and tort claims; and (iv) claims under
		any federal, state, or municipal employee benefit, wage payment,
		discrimination, or fair employment practices law (e.g., on the basis of sex,
		religion, age, race, or disability), statute, or regulation, and claims for
		costs and expenses (including but not limited to experts’ fees and
		attorneys’ fees) with respect thereto.  This General Release
		includes, without limitation, any and all rights and claims under the Title VII
		of the Civil Rights Act of 1964, as amended, the Employee Retirement Income
		Security Act of 1974, the Americans with Disabilities Act of 1990, the U.S.
		 Pregnancy Discrimination Act, the U.S.  Family and Medical Leave
		Act, the U.S.  Fair Labor Standards Act, the U.S.  Equal Pay Act, The
		Workers Adjustment and Notification Act, the Equal Pay Act of 1963, the Age
		Discrimination in Employment Act of 1967, the Older Workers Benefit Protection
		Act of 1990, the Civil Rights Act of 1866, the Family and Medical Leave Act of
		1993, the Civil Rights Act of 1991, the New York Conscientious Employee
		Protection Act, the New York Equal Pay Act, the New York Smokers’ Rights
		Law, the New York Family Leave Act, the New York Genetic Privacy Act, and the
		New York Constitution, in each case as such laws have been or may be amended.
		 Nothing in this General Release shall deprive me of any compensation that
		was earned but not paid prior to my termination; accrued benefits to which I
		have acquired a vested right under any employee benefit plan or policy, stock
		plan or deferred compensation arrangement; any other benefits or any health
		care continuation coverage to the extent required by applicable law; or any
		right that I may have under the Employment Agreement dated March 20, 2007.
	 

	 
		(b)
	 

	 
		For purposes of this General Release, the term “Castle Brands Inc.
		and the Releasees” includes Castle Brands Inc., its past and present
		direct and indirect subsidiaries, affiliates, successors, assigns, and all of
		its and their past, preset, and future employees, officers,
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		directors, attorneys, agents, and legal representatives, whether acting
		as agents or in individual capacities, and this General Release shall inure to
		the benefit of and shall be binding and enforceable by all such entities and
		individuals.
	 

	 
		2.
	 

	 
		Notwithstanding anything to the contrary in this General Release, in the
		event that any of the parties released under this General Release initiates a
		lawsuit or other claim (each, an “Original Lawsuit or Claim”) against
		any of the Releasors, the Releasors may counterclaim or bring any lawsuit or
		other claim against such released party and/or Castle Brands Inc. and/or its
		subsidiaries so long as such counterclaim, lawsuit or other claim is related to
		the Original Lawsuit or Claim.  Except as specifically stated in this
		Section 2, this Section 2 shall not effect the other provisions of this General
		Release
	 

	 
		3.
	 

	 
		(a)
	 

	 
		Opportunity to Review.  I acknowledge that before signing this
		General Release, I was given a period of at least twenty-one (21) days in which
		to review and consider it.  I acknowledge that I was encouraged by Castle
		Brands Inc. to review this General Release, and that to the extent I wish to do
		so I have done so.  I further acknowledge that I have read this General
		Release in its entirety, and that I fully understand the terms and legal effect
		of this General Release.  I am entering into this General Release
		voluntarily and of my own free will.  If I executed this General Release
		before the end of the twenty-one (21) day period, such early execution was
		completely voluntary, and I had reasonable and ample time in which to review
		this General Release.
	 

	 
		(b)
	 

	 
		Revocability.  I agree that, for a period of seven days after I sign
		this General Release (the “Revocation Period”), I have the
		right to revoke it by providing notice, in writing (delivered by hand or by
		overnight mail), to Castle Brands Inc., Attention: Chief Executive Officer.
		 Notwithstanding anything contained herein to the contrary, this General
		Release will not become effective and enforceable until after the expiration of
		the Revocation Period.
	 

	 
		Date signed:
	 

	 
		

	 

	 
		_________________________
	 

	 
		Name:
	 

	 
		

	 

	 
		
 

	 

	 
		2