EX-10.2






EXHIBIT 10.2




CASTLE BRANDS INC.

122 East 42nd Street

Suite 4700

New York, NY 10168




May 6, 2010



Mr. Alfred J. Small


[address]



Dear Al:



This letter agreement constitutes an amendment to the Amended and Restated Employment
Agreement dated as of November 13, 2007, as previously amended (the “Agreement”), between Castle
Brands Inc. (the “Company”) and Alfred J. Small (the “Executive”). The Company and Executive wish
to amend the Agreement as set forth below. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed thereto in the Agreement.



A. The Agreement is amended in the following respects:



1. Section 3 of the Agreement is amended by deleting the date “March 19, 2010” (as previously
amended to be May 19, 2010) and inserting in its place the date “May 19, 2012”. The following
sentence is added at the end of Section 3:



“At the end of the term, if the Company does not offer to renew Executive’s
employment hereunder for an additional two (2) 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.”



2. Section 6(f) of the Agreement is amended to read in its entirety as follows:




“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; provided,
however, that the foregoing subclause (i) shall not apply to any acquisition
of the Company’s securities by Dr. Phillip Frost, any member of his immediate
family, any “person” or “group” (as used in Section 13(d)(3) of the Exchange Act)
that is controlled by Dr. Frost or any member of his immediate family, any
beneficiary of the estate of Dr. Frost, or any trust, partnership; corporate or
other entity controlled by any of the foregoing. In the event that the employment
of Executive is terminated following or in connection with a Change of Control
either by the Executive for Good Reason or by the Company or its successor without
Cause, 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.”



B. This letter agreement constitutes an amendment to and a modification of the Agreement and
shall for all purposes be considered a part of the Agreement. Except as amended hereby, the
Agreement is confirmed and ratified in all respects and shall remain in full force and effect.



Please indicate your agreement with the foregoing by countersigning two copies of this letter
agreement in the space provided below and returning one of such copies to us.



	 	 	 	 	 
	 	 	 	 	Very truly yours,

	 	 	 	 	  

	 	 	 	 	CASTLE BRANDS INC.

	              
	 	          
	 	 

	 	 	 	 	By: /s/ Richard J. Lampen

	 	 	 	 	 

	 	 	 	 	       Richard J. Lampen

	 	 	 	 	       President and Chief Executive Officer







The foregoing letter agreement


is consented and agreed to as


of the date first above written.



	 	 	 
	By:
	 	/s/ Alfred J. Small

	 	 	 

	 	 	Alfred J. Small