EX-10.2






CONFIDENTIAL




March 11, 2013



Castle Brands Inc.


Castle Brands (USA) Corp.


122 East 42nd Street, Suite 4700


New York, New York 10168


Attention: Chief Financial Officer



Re: Fee Letter



This Fee Letter (“Fee Letter”) sets forth the arrangement relating to compensation for certain
services rendered by the undersigned (the “Participants”).



Pursuant to the terms of the Summary of Terms for Secured Inventory Financing Castle Brands –
Jefferson’s Bourbon (the “Term Sheet”), Castle Brands Inc. and Castle Brands (USA) Corp.
(collectively, the “Borrower”) agree to pay to the Participants the following fees and expenses:




	 	1.	 	On the Effective Date (the “Effective Date”) of that certain Participation
Agreement by and among the Participants and Keltic Financial Partners II, LP, an
aggregate Closing and Commitment Fee of $15,000 (the “Closing Fee”).






	 	2.	 	On each of the second and third anniversaries of the Effective Date until the
Participants’ obligations under the Participation Agreement are terminated pursuant to
the terms of the Participation Agreement, an annual aggregate Commitment Fee of $15,000
(the “Commitment Fee”), payable annually in advance.





All of the foregoing fees are deemed fully earned when required to be paid and shall be
nonrefundable when paid. Your obligation to pay the foregoing fees will not be subject to
counterclaim or setoff for, or be otherwise affected by, any claim or dispute you may have.



You agree to pay each Participant directly its percentage of the Closing Fee and the Commitment Fee
based on its Participation Percentage (as defined in the Participation Agreement) by wire transfer
in immediately available funds in accordance with the instructions provided below each
Participant’s signature on the signature pages hereto.



It is understood that this Fee Letter shall not constitute or give rise to any obligation on the
part of the Participants to provide any financing; such an obligation will arise only in accordance
with the terms set forth in the Term Sheet. In addition, it is understood that the Borrower shall
not have any obligation to the Participants other than the obligation to pay the Closing Fee and
the Commitment Fee in the manner specified herein. This Fee Letter may not be amended or any
provision hereof waived or modified except by an instrument in writing signed by each of the
parties hereto. This Fee Letter shall be governed by, and construed in accordance with, the laws
of the State of New York without reference to principles of conflicts of law. This Fee Letter may
be executed in any number of counterparts, each of which shall be an original and all of which,
when taken together, shall constitute one agreement. Delivery of an executed counterpart of a
signature page of this Fee Letter by facsimile or electronic transmission shall be effective as
delivery of a manually executed counterpart of this Fee Letter.



	 
	Sincerely,







PARTICIPANTS:



FROST GAMMA INVESTMENTS TRUST



	 	 	 
	By:

Its:

	 	/s/ Dr. Phillip Frost

Trustee






MARIN BLEU INC.



	 	 	 
	By:

Its:

	 	/s/ Momoko Matsumura

President






/s/ Mark E. Andrews


MARK E. ANDREWS, III



/s/ Susan M. Lampen



SUSAN M. LAMPEN



/s/ Michael S. Liebowitz



MICHAEL S. LIEBOWITZ



/s/ Chester Franklin Zoeller



CHESTER FRANKLIN ZOELLER III



ACKNOWLEDGED AND AGREED, as of the


date first written above:



CASTLE BRANDS INC.



	 	 	 
	By:

	 	/s/ Alfred J. Small
	
 
	 	 
	Name:

	 	Alfred J. Small
	
 
	 	 
	Title:

	 	Chief Financial Officer
	
 
	 	 






CASTLE BRANDS (USA) CORP.



	 	 	 
	By:

	 	/s/ Alfred J. Small
	
 
	 	 
	Name:

	 	Alfred J. Small
	
 
	 	 
	Title:

	 	Chief Financial Officer