Exhibit10.64

CASTLE BRANDS (USA) CORP.

No.053109-002

9% Senior Secured Note, Series 2004, due May31,2009Non-Negotiable

$5,340,000November10, 2006

THE SECURITY EVIDENCED HEREBY AND BENEFICIAL INTERESTSHEREIN WERE ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDERSECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THESECURITIES ACT ), AND THE SECURITY EVIDENCED HEREBY AND BENEFICIALINTERESTS HEREIN MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED INTHE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.THE OWNER OF THIS NOTE AND ANY BENEFICIAL INTERESTS HEREIN ARE HEREBYNOTIFIED THAT THE ISSUER HAS NOT REGISTERED THIS SECURITY UNDER THESECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THE OWNER OFTHIS NOTE AND ANY BENEFICIAL INTEREST HEREIN AGREES FOR THE BENEFIT OFTHE ISSUER THAT SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISETRANSFERRED, ONLY (1) IN ACCORDANCE WITH AN EXEMPTION FROM THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (2) PURSUANT TO ANEFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITHANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANYOTHER APPLICABLE JURISDICTION.

Castle Brands (USA) Corp., aDelaware corporation (the Issuer), for value received, herebypromises to pay to The Bank of New York Trust Company, NationalAssociation (successor trustee to JPMorgan Chase Bank, NationalAssociation), its successors and assigns (the Trustee), for thebenefit of registered owners of beneficial interests in this Note underAmended and Restated Trust Indenture dated as of August 15, 2005 (theIndenture), the principal sum of Five Million Three HundredForty Thousand Dollars ($5,340,000.00) on May 31, 2009 (theMaturity Date), and to pay interest accrued (computed on thebasis of a 360-day year of twelve 30-day months) on the unpaidprincipal balance from the date of this Note at the rate of 9.00% per annum, semi-annually, on the 31st day of eachMay and the 30th day of November of each year, and on theMaturity Date, with the first payment of interest being due on November30, 2006. The Issuer further promises to pay on demand interest on anyoverdue principal, including any overdue prepayment of principal, andor overdue installment of interest, at a rate of interest per annumequal to the Default Rate as defined in the Indenture; provided thatinterest on this Note shall in no event exceed the maximum ratepermitted by applicable law, and this Note is expressly made subject tothe interest rate limitation provisions of Section  13.5 of theIndenture.

This Note is secured as set forth in the Indentureand in the Security Documents and is entitled to the benefits of theParent Guaranty (as defined in the Indenture).

This Note istransferable only by surrender thereof to a successor Trustee andDepository under the Indenture, duly endorsed or accompanied by awritten instrument of transfer duly executed by the registered holderof this Note or its attorney duly authorized in writing.

Following any partial prepayment of this Note, this Note shall bemade available to the Trustee for notation hereon of the amount ofprincipal so prepaid. In case the entire principal amount on this Noteis prepaid or paid, this Note shall be marked paid in full by theTrustee, cancelled and returned to the Issuer. This Note may be prepaidin whole or in part at any time without penalty.

In any casewhere the date of maturity of any interest or principal owed withrespect to this Note or the date fixed for any prepayment (in whole orin part) of this Note will not be a Business Day, then payment of suchinterest, or principal need not be made on such date but may be made onthe next succeeding Business Day with the same force and effect as ifmade on the date of maturity or the date fixed for such prepayment.

----

Under certain circumstances, as specifiedin the Indenture, the entire principal amount of this Note may bedeclared due and payable in the manner and with the effect provided inthe Indenture.

This Note and the Indenture shall be governed by,and construed in accordance with, the laws of the state of New Yorkother than conflict of law rules thereof that would require theapplication of the laws of a jurisdiction other than such state.

Dated as of November 10,2006

|                                                                                                                                                                                                                                                                 |  |  |                                                                                                                                                                                                                                                                                                                                             |  |  |                                     |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|-------------------------------------|
| ATTEST:                                                                                                                                                                                                                                                         |  |  | CASTLEBRANDS (USA)CORP.                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                            |  |  |                                                                                                                                                                                                                                                                                                                                        |  |  |                                |
|                 /s/SethWeinberg                         |  |  | By:             /s/ MarkAndrews                                         |
| Secretary:Seth Weinberg                                                                                                                                                                                                                                         |  |  | Name:                                                                                                                                                                                                                                                                                                                                       |  |  | MarkAndrews                         |
|                                                                                                                                                                                                                                                            |  |  | Title:                                                                                                                                                                                                                                                                                                                                      |  |  | Chief ExecutiveOfficer and Chairman |
|                                                                                                                                                                                                                                                                 |

This is one of the Notesreferred to in the Indenture referred to herein and has been dulyauthenticated by the Trustee as witnessed below.

|                                         |  |  |                                                                   |  |  |                                                                                                                                                                                                                                                                                                             |
|-----------------------------------------|--|--|-------------------------------------------------------------------|--|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                    |  |  | TheBANK of NEW YORK TRUST COMPANY, National Association asTrustee |
|                     |  |  |                                                              |  |  |                                                                                                                                                                                                                                                                                                        |
|                                    |  |  | By:                                                               |  |  |         /s/MaurieCowen                                                                    |
| Dateof authentication: November 13,2006 |  |  | Name:                                                             |  |  |         MaurieCowen                                         |
|                                    |  |  | Title:                                                            |  |  |         VicePresident and TrustOfficer                                                                                                                                                                                                                              |
|                                         |

----