<SUBMISSION>
<ACCESSION-NUMBER>0001299933-09-003829
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>6
<PERIOD>20090921
<ITEMS>1.01
<ITEMS>2.03
<ITEMS>3.02
<ITEMS>5.02
<ITEMS>9.01
<FILING-DATE>20090922
<DATE-OF-FILING-DATE-CHANGE>20090922
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>Castle Brands Inc
<CIK>0001311538
<ASSIGNED-SIC>2080
<IRS-NUMBER>000000000
<FISCAL-YEAR-END>0331
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-32849
<FILM-NUMBER>091081211
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>570 LEXINGTON AVE
<CITY>NEW YORK
<STATE>NY
<ZIP>10022
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>570 LEXINGTON AVE
<CITY>NEW YORK
<STATE>NY
<ZIP>10022
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_34429.htm
<DESCRIPTION>LIVE FILING
<TEXT>
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<TITLE> Castle Brands Inc. (Form: 8-K) </TITLE>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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	WASHINGTON, D.C. 20549
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	FORM 8-K
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	CURRENT REPORT
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	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	Date of Report (Date of Earliest Event Reported):
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	&nbsp;
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	September 21, 2009
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	Castle Brands Inc.
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<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
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	Delaware
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	001-32849
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	41-2103550
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_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
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______________<BR>
	(I.R.S. Employer
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	of incorporation)
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	File Number)
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	Identification No.)
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	122 East 42nd Street, Suite 4700, New York, New York
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	&nbsp;
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	10168
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_________________________________<BR>
	(Address of principal executive offices)
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	&nbsp;
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___________<BR>
	(Zip Code)
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	Registrant&#146;s telephone number, including area code:
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	(646) 356-0200
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	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
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	&nbsp;
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
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<P><FONT SIZE="2">
[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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	Item 1.01 Entry into a Material Definitive Agreement.
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On September 21, 2009, Castle Brands Inc. (the &#x2018;&#x2018;Company&#x2019;&#x2019;) entered into an Asset Purchase Agreement, dated as of September 21, 2009 (the "Asset Purchase Agreement"), with Betts & Scholl, LLC, a Florida limited liability company ("Betts & Scholl"), pursuant to which the Company through its subsidiary acquired the assets of Betts & Scholl.  Under the Asset Purchase Agreement, the Company issued to the sellers an aggregate of 7,142,858 shares of Company common stock, which may not be sold for a period of six months from the date of issuance.  In addition, the Company issued a secured promissory note (the "Note") in the aggregate principal amount of approximately $1.1 million, subject to post-closing adjustment.  The Note is secured by the Betts & Scholl inventory acquired by the Company under a Security Agreement (the "Security Agreement").  The Note provides for an initial payment of $250,000 and for eight equal quarterly payments of principal and interest, with the final payment due on September 21, 2011.  Interest under the note accrues at an annual rate of 0.84%, compounded quarterly.  The Note contains customary events of default, which if uncured, entitle the holder to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Note.<br><br>Betts & Scholl is a premium wine maker formed in 2003 by Master Sommelier Richard Betts and Dennis Scholl. In connection with the acquisition, Dennis Scholl joined the Company's Board of Directors, where he will serve as an independent director,  and Richard Betts has joined the the Company as Vice President and head of its newly-formed Fine Wines Division.<br><br>On September 21, 2009, the Company entered into an indemnification agreement with Dennis Scholl (the "Indemnification Agreement"). The Indemnification Agreement, which is in the same form as executed by the Company's other directors, provides that the Company will indemnify Mr. Scholl to the fullest extent permitted by Delaware law if he becomes a party to or is threatened with any action, suit or proceeding arising out of his service as a director of the Company. The Indemnification Agreement also provides that the Company will advance, if requested by an indemnified person, any and all expenses incurred in connection with any such proceeding, subject to reimbursement by the indemnified person should a final judicial determination be made that indemnification is not available under applicable law. The Indemnification Agreement further provides that if the Company maintains directors&#x2019; and officers&#x2019; liability coverage, each indemnified person shall be included in such coverage to the maximum extent of the coverage available for the Company&#x2019;s directors. <br><br>Copies of the Asset Purchase Agreement, the Note, the Security Agreement and the Indemnification Agreement are filed herewith as Exhibits 2.1., 4.1, 4.2 and 10.1, respectively, and are incorporated by reference herein.  The above description of the terms of the Asset Purchase Agreement, the Note, the Security Agreement and the Indemnification Agreement is qualified in its entirety by reference to such exhibits.<br><br>
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	Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information set forth in Item 1.01 is incorporated by reference herein.
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	Item 3.02 Unregistered Sales of Equity Securities.
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The information set forth in Item 1.01 is incorporated by reference herein.  The shares of the Company's common stock issued under the Asset Purchase Agreement were issued in reliance on an exemption from registration afforded by Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended.
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	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(d)<br><br>In connection with the closing of the Betts & Scholl acquisition, on September 21, 2009, Dennis Scholl, 53, was elected as a director of the Company.  Since September 2003, Mr. Scholl has served as co-founder and managing member of Betts & Scholl, LLC.  Since February 2009, Mr. Scholl has served as Miami Program Director of the John S. and James L. Knight Foundation, a charitable foundation.  Since September, 1987, Mr. Scholl has been founder and vice president of Morada Ventures, a firm engaged in real estate development and venture capital investment in the technology and pharmaceutical industries.
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	Item 9.01 Financial Statements and Exhibits.
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(d)	Exhibits.<br><br>2.1	Asset Purchase Agreement, dated as of September 21, 2009, by and between Castle Brands Inc. and Betts & Scholl, LLC. <br><br>4.1 	 Secured Non-negotiable Promissory Note, dated as of September 21, 2009, made by Castle Brands Inc. in favor of Betts & Scholl, LLC.<br><br>4.2      Security Agreement, dated as of September 21, 2009, by and between Castle Brands Inc. and Betts & Scholl, LLC.<br><br>10.1     Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on October 14, 2008).<br><br>99.1     Press Release dated September 22, 2009 issued by Castle Brands Inc.<br><br><br><br>
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	SIGNATURES
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	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
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	Castle Brands Inc.
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	&nbsp;&nbsp;
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<I>
	September 22, 2009
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<I>
	By:
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<I>
	/s/ Alfred J. Small
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	Name: Alfred J. Small
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<I>
	Title: Senior Vice President, Chief Financial Officer, Treas. & Sec.
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	Exhibit&nbsp;Index
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	Exhibit No.
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	Description
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	2.1
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	&nbsp;
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Asset Purchase Agreement, dated as of September 21, 2009, by and between Castle Brands Inc. and Betts & Scholl, LLC
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	4.1
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	&nbsp;
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Secured Non-negotiable Promissory Note, dated as of September 21, 2009, made by Castle Brands Inc. in favor of Betts & Scholl, LLC
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	4.2
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	&nbsp;
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Security Agreement, dated as of September 21, 2009, by and between Castle Brands Inc. and Betts & Scholl, LLC
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	99.1
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	&nbsp;
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Press Release dated September 22, 2009 issued by Castle Brands Inc.
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<TYPE>EX-2.1
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>EXHIBIT 2.1</B></FONT>



<P align="center" style="font-size: 12pt"><B>ASSET PURCHASE AGREEMENT</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Asset Purchase Agreement, dated September&nbsp;21, 2009 (&#147;<U>Agreement</U>&#148;), by and between
Castle Brands Inc., a Delaware corporation (&#147;<U>Buyer</U>&#148;) and Betts & Scholl, LLC, a Florida
limited liability company (&#147;<U>Seller</U>&#148;). Dennis Scholl and Richard Betts, individuals and the
sole members of Seller (collectively, &#147;<U>Members</U>&#148;), are parties to this Agreement for
purposes of Articles IV, VI, VII and VIII only. Capitalized terms used herein and not otherwise
defined shall have the meanings given to them in Article&nbsp;I hereof.


<P align="center" style="font-size: 12pt"><B>RECITALS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">A.&nbsp;Seller is engaged in the production, marketing and sale of premium wines (the
&#147;<U>Business</U>&#148;);


<P align="left" style="font-size: 12pt; text-indent: 4%">B.&nbsp;Seller desires to sell, transfer and assign to Buyer&#146;s subsidiary, Castle Brands (USA)
Corp. (&#147;<U>Castle USA&#148;)</U>, and Castle USA desires to purchase and assume from Seller, certain
assets and liabilities related to the Business, all as more specifically provided herein; and


<P align="left" style="font-size: 12pt; text-indent: 4%">C.&nbsp;Members constitute the sole members of Seller, and, accordingly, the transaction
contemplated hereby will inure to their direct benefit.


<P align="left" style="font-size: 12pt; text-indent: 4%">NOW, THEREFORE, in consideration of the promises and the mutual representations, warranties
and covenants and subject to the conditions contained in this Agreement, the parties hereto hereby
agree as follows:


<P align="center" style="font-size: 12pt"><B>ARTICLE I</B>



<P align="center" style="font-size: 12pt"><B>DEFINITIONS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;1.1 <U>Certain Definitions</U>. As used in this Agreement, the following terms have
the following meanings:


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Action or Proceeding</U>&#148; means any action, suit, proceeding or arbitration by any
Person, or any investigation, inquiry (whether formal or informal), administrative proceeding,
suit, claim, whether civil or criminal, charge or Audit by or before any Governmental Authority or
arbitrator.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Affiliate</U>&#148; means with respect to any Person, any other Person controlling, controlled
by or under common control with such first Person. For the purposes of this definition,
&#147;<U>control</U>&#148; means, with respect to a Person, the ownership by another Person of 50% or
greater of the income or voting interests of such Person or such other arrangement as constitutes
the direct or indirect ability to direct the management, affairs or actions of such Person.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Ancillary Agreements</U>&#148; means each of the agreements to be delivered pursuant to
Section&nbsp;3.2 and any other documents executed by any party to this Agreement and delivered at the
Closing.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Assets</U>&#148; has the meaning set forth in Section&nbsp;2.1 of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Assumed Liabilities</U>&#148; has the meaning set forth in Section&nbsp;2.3 of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Audit</U>&#148; means any audit, inquiry, investigation, assessment of Taxes, other
examination by any Tax Authority, and any other proceeding or appeal of such proceeding relating to
Taxes


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Business</U>&#148; has the meaning set forth in Recital &#147;A&#148; of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Business Day</U>&#148; means any day on which commercial banks are not authorized or required
by law to close in New York, New York, USA.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Business Employee</U>&#148; means any employee of Seller employed in the Business.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Code</U>&#148; means the Internal Revenue Code of 1986, as amended, and any reference to a
particular Code section shall be interpreted to include any revision of or successor to that
section.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Contracts and Other Agreements</U>&#148; means all executory contracts, agreements,
understandings, indentures, notes, bonds, loans, instruments, leases, mortgages, franchises,
licenses or commitments which are legally binding.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Environment</U>&#148; means the indoor and outdoor environment including the air, surface
water, underground water, any land, wetland, sediment, soil or subsurface strata, and natural
resources and the environment as defined in any Environmental Laws.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Environmental Laws</U>&#148; means any all applicable federal, state, local or foreign laws,
rules and regulations in effect at the date of this Agreement relating to pollution, the protection
of the environment or to the use, transport, treatment, storage, disposal, or Release of a
Hazardous Substance, including but not limited to, as amended, the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. &#167;&#167; 9601 <U>et seq.;</U> the Resource
Conservation and Recovery Act, 42 U.S.C. &#167;&#167; 6901 <U>et seq.</U>; the Federal Water Pollution
Control Act, 33 U.S.C. &#167;&#167; 1251 <U>et seq.</U>; and the Emergency Planning, Community Right To Know
Act, 42 U.S.C. &#167;&#167; 11001 <U>et seq</U>.&nbsp;&nbsp;Without limiting the foregoing, the term
&#147;<U>Environmental Laws</U>&#148; also includes all permits, licenses, registrations, consent orders,
consent agreements, administrative settlements, cease and desist orders and all other orders or
directives issued by a Governmental Entity under an applicable Environmental Law.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Environmental Permit</U>&#148; means any consent, license, permit, permission, grant, waiver,
order, registration, authorization, concession, approval, exemption or similar right or privilege
issued by any Governmental Authority relating to any Environmental Laws.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Exchange Act</U>&#148; shall mean the Securities Exchange Act of 1934, as amended.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>GAAP</U>&#148; means United States generally accepted accounting principles and practices in
effect from time to time applied consistently throughout the periods involved.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Governmental Authority</U>&#148; means any court, tribunal, arbitrator or any government or
political subdivision thereof, whether federal, state, municipal, county, local or foreign, or any
agency, authority, official or instrumentality of any such government or political subdivision or
any self-regulatory organization, chamber or association and any official, political or other
subdivision, department or branch of any of the foregoing.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Intellectual Property</U>&#148; means the intellectual property rights related to the Business
including: patents, trademarks (including the Trademarks), service marks, brand names,
certification marks, copyrights and copyrightable works (and any registrations, applications or
renewals relating thereto), license rights, software rights, trade dress, trade secrets,
technology, know-how, ways of doing business and confidential information and proprietary
information, processes, drawings, plans and files used in the production of any bottles and
packaging, all bottle or package designs and molds, labels (including all rights to use the artwork
contained on such labels in the production of such labels on a royalty-free basis), all design
rights and registered and unregistered designs, formulae, customer lists and data, process
technology, recipes, methodologies, and all other similar or allied proprietary or industrial
property rights in any of the foregoing, whether such rights are now known or hereafter discovered,
whether patentable or unpatentable, registrable or unregistrable, assumed names, trade names and
other indications of origin, the goodwill associated with the foregoing and registrations in any
jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any
extension, modification or renewal of any such registration or application; inventions and
industrial designs (including any applications therefor, continuations, divisionals,
continuations-in-part, re-examinations, provisionals and reissues), discoveries and ideas, whether
patentable or not in any jurisdiction; domain name registrations; all other intellectual property
rights which are used or useful, or which have been used in connection with the Business; and any
claims, causes of action or rights to past, present and future damages arising out of or related to
any infringement or misappropriation of any of the foregoing.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Inventory</U>&#148; means all blended and unblended bulk wine and finished goods (in each
case, whether in process, in barrels or in bottles); unlabeled case goods, raw materials (whether
expensed or not), including work in process; wine library; packaging supplies, labels, corks and
capsules; and merchandise, packaging materials and other supplies related thereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Law</U>&#148; or &#147;<U>Laws</U>&#148; means any constitution, law, statute, treaty, rule, standard,
regulation, ordinance or other pronouncement having the effect of law in the United States of
America, any foreign country or any domestic or foreign state, municipal, county, city or other
political subdivision or of any Governmental Authority.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Leased Property</U>&#148; means all real property that is subject to a Real Property Lease.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Lien</U>&#148; means any lien, mortgage, pledge, security interest, lease, restriction,
conditional sale or other title retention agreement, charge or encumbrance of any kind, whether
voluntary or involuntary.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Material Adverse Effect</U>&#148; means any circumstance, change in or effect on the Business
or the Seller that, individually or in the aggregate with all other circumstances, changes in or
effects on the Business or the Seller: (a)&nbsp;is or is reasonably likely to be materially adverse to
the business, operations, Assets or Assumed Liabilities, customer or supplier relationships,
prospects, results of operations or the condition (financial or otherwise) of the Business or (b)
is reasonably likely to materially adversely effect the ability of the Buyer to operate or conduct
the Business in substantially the same manner in which it is operated or conducted by the Seller
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;.prior to the Closing Date


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Order</U>&#148; means any writ, judgment, decree, injunction, or similar order or requirement
of any Governmental Authority or arbitral tribunal, in each case whether preliminary or final with
respect to the operation of the Business.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Permits</U>&#148; means any notification, license, concession, permit (including without
limitation any Environmental Permit, any import, export, construction and operation permit),
authorization, approval, franchise, certificate, exemption, classification, registration,
qualification or similar document or authority that has been issued or granted by any Governmental
Authority, and applications therefor.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Permitted Lien</U>&#148; means (i)&nbsp;any Lien for Taxes not yet due or being contested in good
faith by appropriate proceedings and for which adequate reserves have been established, (ii)&nbsp;any
statutory Lien arising in the ordinary course of business by operation of Law with respect to an
obligation or liability that is not yet due and (iii)&nbsp;any minor imperfection of title or similar
Lien or encumbrance which individually or in the aggregate with other such imperfections of title,
Liens or encumbrances on such property would not reasonably be expected to materially affect the
value or use of such property.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Permitted Transfer</U>&#148; shall mean, with respect to any Person, any Transfer by such
Person to: (a)&nbsp;any Affiliate of such Person; and (b)&nbsp;if such Person is a natural person, (i)&nbsp;any
lineal descendant or ancestor or sibling (by birth or adoption) of such Person, (ii)&nbsp;any spouse or
former spouse of any of such Person or any such descendant, ancestor or sibling of such Person,
(iii)&nbsp;any legal representative or estate of such Person or any such descendant, ancestor or sibling
of such Person, (iv)&nbsp;any trust maintained for the benefit of such Person or any such descendant,
ancestor or sibling of such Person and (v)&nbsp;any corporation, private charitable foundation or other
organization controlled by such Person or any such descendant, ancestor or sibling of such Person.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Person</U>&#148; means any individual, sole proprietorship, entity, limited liability company,
corporation, partnership, firm, joint venture, association, unincorporated syndicate, joint-stock
company, trust, unincorporated organization, Governmental Authority, body corporate or other entity
(in each case whether or not having separate legal personality).


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Plan</U>&#148; means all material compensation or benefit plans, programs, policies, or
practices, contracts or arrangements which are sponsored, administered, maintained or contributed
to by Seller or any Affiliate for the benefit of Business Employees (or former employees of the
Business) or under which Seller has any liability or obligation of any kind relating to employee
benefits of any kind in respect of the Business Employees, including any retirement, retirement
savings or pensions, bonus, incentive or deferred compensation, post-retirement medical or life
insurance, profit sharing, stock option, severance or termination pay, health, medical, dental,
life, disability or other insurance and supplemental employment or unemployment benefits, whether
written or unwritten, tax-qualified or non-qualified, funded or unfunded.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Real Property Leases</U>&#148; means any leases, subleases of real property as to which Seller
is the lessor, sublessor, landowner, lessee, sublessee, or assignee/successor in interest thereof,
together with any options to purchase the underlying property, its profits or products and
leasehold improvements thereon.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>SEC</U>&#148; shall mean the United States Securities and Exchange Commission.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Securities Act</U>&#148; shall mean the Securities Act of 1933, as amended.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Seller&#146;s knowledge</U>&#148; means the actual knowledge of either Richard Betts or Dennis
Scholl.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Subsidiary</U>&#148; means with respect to any Person (the &#147;<U>Owner</U>&#148;), any corporation
or other Person of which securities or other interests having the power to elect a majority of that
corporation&#146;s or other Person&#146;s board of directors or similar governing body, or otherwise having
the power to direct the business and policies of that corporation or other Person (other than
securities or other interests having such power only upon the happening of a contingency that has
not occurred), are directly or indirectly held by the Owner and/or one or more of its Subsidiaries
or any corporation or other Person in which the Owner and/or one or more of its Subsidiaries
directly or indirectly has the right (whether by contract, organizational agreement or otherwise)
to elect a majority of that corporation&#146;s or other Person&#146;s board of directors or similar governing
body or to direct the business and policies of that corporation or other Person.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Tangible Property</U>&#148; means all tangible personal property including personal property,
plant and equipment, furniture, fixtures, equipment (including motor vehicles), machinery and spare
parts.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Tax</U>&#148; and &#147;<U>Taxes</U>&#148; means (a)&nbsp;any income, gross receipts, gains (including
capital gains), license, occupancy, payroll, employment, excise, financial institutions, severance,
stamp, occupation, fringe benefits, group, goods and services, alcoholic beverage, franking
deficits, debits, premium, windfall or excess profits, environmental (including Taxes under Section
59A of the Code), customs duties, capital stock, franchise, unincorporated business, profits,
withholding, information, social security (or similar), unemployment, disability, workers&#146;
compensation, land, real property, personal property, unclaimed property or escheat, ad valorem,
production, sales, use, license, transfer, registration, value added, alternative or add-on
minimum, accumulated earnings, personal holding company, estimated, or other tax, report or
assessment of any kind whatsoever imposed by any Governmental Authority, including any interest,
penalty, assessment, or addition thereto, whether disputed or not; and (b)&nbsp;any obligations under
any agreements or arrangements with respect to any Taxes described in clause (a)&nbsp;above.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Tax Authority</U>&#148; means the Internal Revenue Service and any governmental, federal,
state, local or foreign authority, agency or commission which is competent to assess, impose,
enforce, levy and/or collect a Tax.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Tax Claim</U>&#148; means any claim by a Tax Authority which, if successful, might result in
additional tax liability.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Tax Return</U>&#148; means any return, report, information return, or other document
(including any related or supporting information) filed or required to be filed with any federal,
state or foreign governmental entity or other authority in connection with the determination,
assessment or collection of any Tax or the administration of any laws, regulations or
administrative requirements relating to any Tax.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Trademarks</U>&#148; means the trademarks, service marks, trade names and other indications of
origin of the Business (including &#147;Betts & Scholl&#148;), and all other registered and unregistered
trademarks, service marks, trade names, brand names, fictitious or assumed names, corporate names,
domain names, URLs (including <U>www.bettsandscholl.com</U>), logos, designs, slogans, labels, and
trade dress, authorizations to use denominations or indicia of origin and other source indicators,
all registrations, applications, pending applications, and renewals relating thereto together with
the goodwill associated with the foregoing and registrations in any jurisdiction of, and
applications in any jurisdiction to register, the foregoing, including any extension, modification
or renewal of any such registration or application; and any claims, causes of action or rights to
past, present and future damages arising out of or related to any infringement or misappropriation
of any of the foregoing.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Transfer</U>&#148; shall mean any sale, assignment, pledge, hypothecation or other disposition
or encumbrance, either voluntarily or involuntarily and with or without consideration.


<P align="center" style="font-size: 12pt"><B>ARTICLE II</B>



<P align="center" style="font-size: 12pt"><B>PURCHASE AND CONSIDERATION</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;2.1 <U>Purchase of Assets</U>. (a)&nbsp;On the terms and subject to the conditions set
forth in this Agreement, Seller hereby sells, transfers, assigns, conveys and delivers to Castle
USA, all of Seller&#146;s right, title and interest in and to all of the assets, properties and rights
owned or used by Seller in the conduct of the Business or useful in the conduct of the Business
and to the extent existing at the Closing other than the Excluded Assets (such assets, properties
and rights and the Trademarks are collectively referred to as &#147;<U>Assets</U>&#148;), in each case, free
and clear of all Liens other than Permitted Liens and Castle USA hereby purchases and acquires the
Assets from Seller.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Without limitation of the foregoing, but except as provided in Section&nbsp;2.2, the Assets
include the following as and to the extent existing at the Closing:


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;<U>Inventory</U>. All Inventory which is owned by Seller with respect to the conduct of
the Business;


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;<U>Tangible Personal Property</U>. All Tangible Property owned or used by Seller with
respect to the conduct of the Business, including the Tangible Property set forth on <U>Schedule
4.4(A)</U>;


<P align="left" style="font-size: 12pt; text-indent: 8%">(iii)&nbsp;<U>Contracts</U>. All contracts and other agreements to which Seller is a party or by
which its assets, rights or properties are bound and which relate to the conduct of the Business
(&#147;<U>Contracts</U>&#148;), including those set forth on <U>Schedule&nbsp;4.4(D)</U>;


<P align="left" style="font-size: 12pt; text-indent: 8%">(iv)&nbsp;<U>Prepaid Expenses</U>. All prepaid expenses, credits and advance payments relating to
the conduct of the Business;


<P align="left" style="font-size: 12pt; text-indent: 8%">(v)&nbsp;<U>Intellectual Property</U>. All Intellectual Property owned or used by Seller with
respect to, or useful in, the conduct of the Business, including the Intellectual Property
described on <U>Schedule&nbsp;4.4(B)</U>, in each case whether or not used or registered before a
Governmental Authority;


<P align="left" style="font-size: 12pt; text-indent: 8%">(vi)&nbsp;<U>Permits</U>. To the extent assignable or permitted by Law, all Permits relating to
the conduct of the Business;


<P align="left" style="font-size: 12pt; text-indent: 8%">(vii)&nbsp;<U>Books and Records</U>. All general, financial and personnel records, correspondence
and other files and records, including customer lists and sales records, of Seller pertaining to
the conduct of the Business, the Assets or to the Assumed Liabilities;


<P align="left" style="font-size: 12pt; text-indent: 8%">(viii)&nbsp;<U>Goodwill</U>. To the extent assignable or permitted by Law, all of Seller&#146;s
goodwill associated with the Business and the Assets;


<P align="left" style="font-size: 12pt; text-indent: 8%">(ix)&nbsp;<U>Claims</U>. All right to pursue claims, causes of action, rights of recovery and
rights of set-off other than against the Members arising out of the conduct of the Business;


<P align="left" style="font-size: 12pt; text-indent: 8%">(x)&nbsp;<U>Cash and Bank Accounts</U>. All cash, marketable securities, commercial paper,
certificates of deposit and other bank deposits, treasury bills and other cash equivalents; and all
rights with respect to bank accounts of Seller; and


<P align="left" style="font-size: 12pt; text-indent: 8%">(xi)&nbsp;<U>Other Assets</U>. Any other assets of Seller pertaining to the conduct of the
Business or the Assumed Liabilities (including all assets reflected on the Statement of Assets,
Liabilities and Members&#146; Equity as of June&nbsp;30, 2009 (other than assets sold since such date in the
ordinary course of business consistent with past practice)).


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;2.2 <U>Excluded Assets</U>. Any provision of this Agreement to the contrary
notwithstanding, neither Buyer nor Castle USA will acquire and there will be excluded from the
Assets the following (the &#147;<U>Excluded Assets</U>&#148;): (i)&nbsp;minute books, stock records and corporate
seals of Seller; (ii)&nbsp;all accounts receivable owned by Seller as of the Closing Date and arising
out of the conduct of the Business and (iii)&nbsp;personal property of Seller not used in the conduct of
the Business.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;2.3 <U>Assumed Liabilities</U>. Subject to the terms and conditions set forth in
this Agreement, Castle USA will assume and thereafter pay, perform and discharge when due all
obligations and liabilities relating to the Assets or the Business arising out of any circumstance,
condition, occurrence or event occurring after the Closing (collectively, &#147;<U>Assumed
Liabilities</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;2.4 <U>Excluded Liabilities</U>. Other than the Assumed Liabilities, neither Buyer
nor Castle USA will assume by virtue of this Agreement or the transactions contemplated hereby or
otherwise, and will have no liability for, any obligations and liabilities of (x)&nbsp;the Business or
the Assets or of Seller, any Member or any of their respective Affiliates, of any kind, character
or description whatsoever, including any liabilities and obligations (including accounts payable)
that relate to or arise out of any occurrence, condition, circumstance or event occurring on or
prior to the Closing and the note payable to Morada Ventures or (y)&nbsp;the Excluded Assets
(collectively, &#147;<U>Excluded Liabilities</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;2.5 <U>Consideration</U>. The aggregate purchase price (&#147;<U>Purchase Price</U>&#148;)
for the Assets will be (i)&nbsp;7,142,858 shares of Buyer common stock (&#147;<U>Stock Consideration</U>&#148;),
of which 3,571,429 shares shall be issued to each of the Members; (ii)&nbsp;a promissory note in the
aggregate principal amount equal to the Estimated Inventory Balance (as defined below) in the form
of Exhibit&nbsp;A hereto (&#147;<U>Note</U>&#148;); and (iii)&nbsp;the assumption by Buyer of the Assumed Liabilities.
The Purchase Price will be allocated among the Assets in the manner set forth on <U>Schedule
2.5</U>. Each of the parties hereto will not, and will not permit any of its Affiliates to, take a
position (except as required pursuant to any final, non-appealable Order) on any Tax Return, before
any Governmental Authority or in any judicial proceeding, that is in any way inconsistent with the
Purchase Price allocation set forth on <U>Schedule&nbsp;2.5</U>. Following Buyer&#146;s post-closing review
of the actual Inventory amounts, the parties will amend the Note, as needed, to reflect the
revised, mutually-agreed aggregate principal amount.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;2.6 <U>Inventory Balance</U>. <U>Schedule&nbsp;2.6</U> sets forth Seller&#146;s calculation
and description (including the location of such Inventory) of the amount of Inventory, at cost, as
of the Closing (&#147;<U>Estimated Inventory Balance</U>&#148;), certified by Seller and prepared on the
accounting basis used by Seller for income tax purposes, which is a comprehensive basis of
accounting other than GAAP.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;2.7 <U>Lock-Up</U>. Each Member agrees for a period of six (6)&nbsp;months following the
Closing Date that, except for a Permitted Transfer, such Member shall not, directly or indirectly,
(i)&nbsp;offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option right or warrant to purchase, lend or otherwise
transfer or dispose of, directly or indirectly, any of the Stock Consideration, and/or (ii)&nbsp;enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any of the Stock Consideration. The Stock Consideration
shall bear an appropriate legend reflecting the foregoing restrictions.


<P align="center" style="font-size: 12pt"><B>ARTICLE III</B>



<P align="center" style="font-size: 12pt"><B>CLOSING</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;3.1 <U>Closing</U>. The consummation of the transactions contemplated hereby (the
&#147;<U>Closing</U>&#148;) shall take place by wire transfer, telecopy, email delivery and/or overnight
delivery on the date hereof (the &#147;<U>Closing Date</U>&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;3.2 <U>Procedure at Closing</U>. All of the actions to be taken and documents to be
executed and delivered at the Closing shall be deemed to be taken, executed and delivered
simultaneously, and no such action, execution or delivery shall be effective until all actions to
be taken and executions and deliveries to be effected at the Closing are complete. At the Closing:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Seller shall execute and deliver to Buyer the following documents, in all cases in form
reasonably satisfactory to Buyer and Buyer&#146;s counsel:


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;a Bill of Sale and Assignment Agreement with respect to the Assets and such other
assignments, bills of sale, endorsements, and other instruments of sale, conveyance, transfer and
assignment, and other customary instruments and documents and certificates sufficient to vest in
Castle USA good, valid and marketable title to the Assets;


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;a certified copy of the resolutions of the Members authorizing the transaction
contemplated hereby;


<P align="left" style="font-size: 12pt; text-indent: 8%">(iii)&nbsp;a good standing certificate of Seller dated not more than fifteen (15)&nbsp;days prior to the
Closing Date;


<P align="left" style="font-size: 12pt; text-indent: 8%">(iv)&nbsp;a Security Agreement; and


<P align="left" style="font-size: 12pt; text-indent: 8%">(v)&nbsp;written evidence of the termination of all employment agreements between Seller and any
Business Employee with no liability for such termination accruing toward or being assumed by the
Buyer.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Buyer or Castle USA, as applicable, shall execute and deliver to Seller the following
documents, in all cases in form reasonably satisfactory to Seller and Seller&#146;s counsel:


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;an Assumption Agreement providing for the assumption by Castle USA of the Assumed
Liabilities;


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;a certified copy of the resolutions of the Buyer&#146;s Board of Directors authorizing the
transactions contemplated hereby;


<P align="left" style="font-size: 12pt; text-indent: 8%">(iii)&nbsp;a good standing certificate of Buyer dated not more than fifteen (15)&nbsp;days prior to the
Closing Date; and


<P align="left" style="font-size: 12pt; text-indent: 8%">(iv)&nbsp;the Note and Security Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;Buyer shall deliver to Seller a copy of an instruction letter to Continental Stock
Transfer & Trust Company (&#147;<U>Continental</U>&#148;), the transfer agent for Buyer&#146;s common stock (the
&#147;<U>Buyer Common Stock</U>&#148;), duly executed by an officer of Buyer directing Continental to
promptly issue certificates representing the Stock Consideration (bearing a legend that such
securities have not been registered under the Securities Act or any state securities laws) and
shall deliver such letter to Continental;


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;Each of Buyer and Seller shall execute and deliver documents acknowledging receipt from
the other, respectively, of the Assets and the Purchase Price;


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;Each of Buyer and Richard Betts shall execute and deliver an employment agreement in
substantially the form of Exhibit&nbsp;B hereto;


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;Each of Buyer, Castle USA and Seller will execute any required Governmental Agency
notifications and filings (including filings with any federal, state, local, municipal, provincial,
foreign and other Governmental Authority regulating the alcoholic beverage business); and


<P align="left" style="font-size: 12pt; text-indent: 4%">(g)&nbsp;Buyer will appoint Dennis Scholl as a member of the Board of Directors of Buyer until the
earlier to occur of his resignation or until his successor shall have been elected and/or
appointed, and Dennis Scholl will accept such appointment.


<P align="center" style="font-size: 12pt"><B>ARTICLE IV</B>



<P align="center" style="font-size: 12pt"><B>REPRESENTATIONS AND WARRANTIES OF SELLER AND MEMBERS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Seller and each of the Members, jointly and severally, represent and warrant to Buyer as
follows:


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4.1 <U>Organization, Power, Standing and Qualification</U>. Seller is a limited
liability company duly incorporated and validly existing under the laws of Florida, and has all
requisite corporate power and authority to own, lease, use and operate the portion of the Assets
owned by it and to carry on the Business as currently conducted by it. With respect to the
Business, Seller is duly qualified and in good standing to do business as a foreign corporation in
each jurisdiction in which the ownership of the portion of the Assets owned by it and the conduct
of the Business by it makes such qualification or good standing necessary, except for any failure
to be so qualified or in good standing that would not, individually or in the aggregate, have a
Material Adverse Effect. Seller has all requisite corporate power and authority to enter into and
perform this Agreement and each Ancillary Agreement to which it is a party. Each Member has legal
capacity to execute and deliver this Agreement and the other Ancillary Agreements to which Seller
and/or a Member is a party, and to perform his obligations hereunder and thereunder. The Members
constitute the sole members of Seller and each owns 50% of the outstanding membership interests of
Seller.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4.2 <U>Due Authorization</U>. The execution, delivery and performance of this
Agreement and each Ancillary Agreement, and the transactions contemplated hereby and thereby, where
applicable, have been duly and validly authorized by all necessary corporate action of Seller and
the Members. This Agreement has been duly and validly executed and delivered by Seller and the
Members and is a valid and binding obligation of each of Seller and each Member enforceable against
each of Seller and the Members in accordance with its terms, and each Ancillary Agreement to which
Seller or each Member is a party will, upon the Closing, be duly and validly executed and delivered
by Seller or each Member and be a valid and binding obligation of Seller or each Member enforceable
against Seller or each Member, as applicable, in accordance with its terms, except, in respect of
this Agreement and each such Ancillary Agreement, as such enforcement may be limited by (i)
bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
the rights and remedies of creditors, and (ii)&nbsp;general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4.3 <U>Compliance with Other Instruments and Laws</U>. Except as set forth on
<U>Schedule&nbsp;4.3</U>, the execution and delivery of this Agreement does not, and the performance of
this Agreement and the consummation of the transactions contemplated hereby will not, (i)&nbsp;violate
or conflict with the provisions of the articles of organization or operating agreement of Seller,
(ii)&nbsp;result in the imposition of any Lien under, cause the acceleration of any obligation under,
result in a material breach of, constitute a default under or otherwise violate or conflict with
the terms, conditions or provisions of, any note, indenture, trust, pledge, mortgage, lease,
guaranty or other agreement or instrument to which Seller is a party or by which Seller is bound or
which is otherwise included in the Assets, (iii)&nbsp;result in a breach or violation by Seller of any
of the terms, conditions or provisions of any Law or Order or (iv)&nbsp;require any consent or approval
of, filing with or notice to, any Governmental Authority (including any federal, state, local,
municipal, provincial, foreign and other Governmental Authority regulating the alcoholic beverage
business).


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4.4 <U>Assets</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Tangible Property</U>. <U>Schedule&nbsp;4.4(A)</U> sets forth a true, correct and complete
list, as of the date of this Agreement, of each material item of Tangible Property owned by Seller
and used with respect to the conduct of the Business. None of the Tangible Property included in the
Assets is subject to any Lien other than a Permitted Lien as set forth on <U>Schedule&nbsp;4.4(A)</U>.
Except as set forth on <U>Schedule&nbsp;4.4(A)</U>, no contract or other agreement to which Seller or
any Member is a party or by which any of them or their assets, rights or properties is bound exists
that would materially impede or prevent Seller from selling, assigning, transferring, conveying and
delivering to Buyer all of Seller&#146;s right, title and interest in and to the Tangible Property of
the Business.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Intellectual Property</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;<U>Schedule&nbsp;4.4(B)(I)</U> sets forth a true, correct and complete list, as of the date of
this Agreement, of all Intellectual Property owned, registered or used by Seller in or with respect
to the conduct of the Business (whether or not used or registered before any Governmental
Authority). The Intellectual Property included in the Assets is all of the Intellectual Property
necessary to conduct the Business in all material respects as currently conducted. Except as set
forth on <U>Schedule&nbsp;4.4(B)(I)</U>, Seller possesses or otherwise owns all right, title and
interest in and to the Intellectual Property set forth on <U>Schedule&nbsp;4.4(B)(I)</U> or otherwise
included in the Assets, free of all Liens (other than Permitted Liens), and owns such Intellectual
Property outright. All material registrations and applications in relation to such Intellectual
Property have been registered, filed and/or issued in or by the appropriate registry for the
benefit of Seller, are unexpired and subsisting, and have not been abandoned or cancelled. None of
the Intellectual Property set forth on <U>Schedule&nbsp;4.4(B)(I)</U> or otherwise included in the
Assets (1)&nbsp;infringes upon, misappropriates or violates (and within the last five years, has not
infringed, misappropriated or violated) the rights of any other Person, (2)&nbsp;is infringed upon,
misappropriated, misused, or violated (and within the last five years has not been infringed upon,
misused or violated) by any other Person, (3)&nbsp;is the subject of a written notice or a pending or,
to Seller&#146;s knowledge, threatened claim and there has been no such pending, or to Seller&#146;s
knowledge, threatened claim in the last five years either (x)&nbsp;asserting any infringement on or by
any other Person or (y)&nbsp;challenging the legality, validity, enforceability, use or ownership of the
Intellectual Property or (4)&nbsp;is subject to any outstanding injunction, judgment, order, decree or
ruling that would challenge the ownership or use thereof. No claim is pending or, to Seller&#146;s
knowledge, threatened to the effect that the present or past operations of Seller or the Business
infringe or conflict in any material respect with the rights of others in respect of any
Intellectual Property or any intellectual property rights of others. Except as set forth on
<U>Schedule&nbsp;4.4(B)(I)</U>, no contract or other agreement to which Seller is a party or by which
any of its assets, rights or properties is bound exists which would impede or prevent Seller from
selling, assigning, transferring, conveying and delivering to Buyer, the entire right, title and
interest in and to any Intellectual Property that, individually or in the aggregate, is material to
the Business. Immediately after the Closing, Buyer will own all of the Intellectual Property
included in the Assets free and clear of all Liens (other than Permitted Liens and Liens created,
or suffered or permitted to exist after the Closing by Buyer), and Buyer will own or have the right
to use in the operation of the Business all of the Intellectual Property necessary to run the
Business, on terms and conditions substantially the same as those in effect immediately prior to
the Closing.


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;The Intellectual Property includes complete and accurate written instructions (including
those currently in use by Seller or the Business) of all formulae and processes for each of the
wines produced or sold by Seller or the Business or in development for production or sale by Seller
or the Business (such products, collectively, &#147;<U>Products</U>&#148;), true and complete copies of
which instructions have been delivered to the Buyer. Such instructions shall include the lists and
specifications of all ingredients, the name and address of each manufacturer and each supplier (if
different) of such ingredients, country of origin, grape varietal composition, source origin of
grapes and crushed grapes and each vendor from whom Seller purchases (or, during the past five
years, has purchased) each ingredient, a description of any special requirements for storage of
ingredients, and a description of all processes for the manufacturing of the Products, including
fermentation, aging, rectifying, processing, handling, storing and bottling. Such written
instructions are sufficient for a competent individual reasonably experienced in winemaking
operations, following such instructions, to produce the Products identical to those currently
produced by the Business.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Real Property Leases</U>. <U>Schedule&nbsp;4.4(C)</U> sets forth a true, correct and
complete list, as of the date of this Agreement, of all Real Property Leases to which Seller is a
party or by which it or any of its assets, rights or properties are bound and which relate to the
conduct of the Business. Seller has heretofore delivered to Buyer true, correct and complete copies
of all of such Real Property Leases.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>Material Contracts</U>. <U>Schedule&nbsp;4.4(D)</U> sets forth a true, correct and
complete list, as of the date of this Agreement, of each of the following agreements to which
Seller is a party or by which its assets, rights or properties are bound and which relate to the
conduct of the Business (other than contracts and other agreements which (x)&nbsp;are not included in
the Assumed Liabilities or (y)&nbsp;are not included in the Assets) (collectively, &#147;<U>Material
Contracts</U>&#148;):


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;all contracts and other agreements relating to the supply of materials, including grapes,
bottles, corks and labeling and packaging, related to the Business;


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;all contracts and other agreements relating to the distribution of alcoholic beverages by
Seller;


<P align="left" style="font-size: 12pt; text-indent: 8%">(iii)&nbsp;contracts and other agreements relating to joint ventures or partnerships;


<P align="left" style="font-size: 12pt; text-indent: 8%">(iv)&nbsp;contracts and other agreements that require or would reasonably be expected to require
future aggregate payments to or from Seller in any one year of more than $10,000 in any one case
(or in the aggregate, in the case of any related series of contracts and other agreements);


<P align="left" style="font-size: 12pt; text-indent: 8%">(v)&nbsp;contracts and other agreements that contain any exclusive dealing arrangements;


<P align="left" style="font-size: 12pt; text-indent: 8%">(vi)&nbsp;contracts and other agreements containing covenants of Seller or any Member prohibiting
or materially limiting its or any of its Affiliates&#146; right to compete in any line of business,
prohibiting or restricting its or any of its Affiliates&#146; ability to conduct business with any
Person or in any geographical area or prohibiting or restricting its or any of its Affiliates&#146;
ability to solicit or hire any Person;


<P align="left" style="font-size: 12pt; text-indent: 8%">(vii)&nbsp;contracts and other agreements relating to the acquisition by Seller of any operating
business, the capital stock of any other Person or, except for Inventory and Tangible Property
acquired in the ordinary course of business, any other assets or property (real or personal) for an
aggregate purchase price of more than $10,000 (or in the aggregate, in the case of any series of
contracts and other agreements);


<P align="left" style="font-size: 12pt; text-indent: 8%">(viii)&nbsp;contracts and other agreements providing for the indemnification of any Person;


<P align="left" style="font-size: 12pt; text-indent: 8%">(ix)&nbsp;contracts and other agreements pursuant to which any Person has granted to Seller or has
been granted by Seller the right to use or purchase any Tangible Property or Intellectual Property;
and


<P align="left" style="font-size: 12pt; text-indent: 8%">(x)&nbsp;contracts and other agreements entered into outside the ordinary course of business or
that are otherwise material to the Business.


<P align="left" style="font-size: 12pt">True, correct and complete copies of all of the Material Contracts have been delivered or made
available by Seller to Buyer.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>Validity of Real Property Leases and Contracts</U>. Except as disclosed on
<U>Schedule&nbsp;4.4(E)</U>, each of the Real Property Leases and Contracts is a valid and binding
agreement of Seller, enforceable against Seller in accordance with its terms, and, to Seller&#146;s
knowledge, of each other party thereto, except as such enforcement may be limited by: (A)
bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
the rights and remedies of creditors and (B)&nbsp;general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law), and Seller is not in default
in any material respect under any Real Property Leases or Contracts, nor does any condition exist
that with notice or lapse of time or both would constitute such a default. To Seller&#146;s knowledge,
no other party to any such Real Property Lease or Contract is in default in any material respect
thereunder, nor does any condition exist that with notice or lapse of time or both would constitute
such a default.


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;<U>Permits</U>. <U>Schedule&nbsp;4.4(F)</U> contains a complete list, as of the date of this
Agreement, of all Permits issued to Seller that are currently used or otherwise required by Seller
in connection with the Business or the Assets. All such Permits are valid, binding and in full
force and effect in all material respects; and to Seller&#146;s knowledge, no suspension or cancellation
of such Permits has been threatened and Seller is in material compliance with all such Permits. The
Permits set forth on <U>Schedule&nbsp;4.4(F)</U> are all Permits necessary for Seller to operate the
Business and the Assets as presently operated.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4.5 <U>Financial Information</U>. <U>Schedule&nbsp;4.5</U> sets forth the unaudited
financial statements of Seller for its fiscal year ended December&nbsp;31, 2008 (&#147;<U>Annual Financial
Statements</U>&#148;) and the most recent unaudited monthly and year to date financial statements of
Seller for the period ending June&nbsp;30, 2009, which have been compiled by Seller&#146;s accountant,
Fuller, Witcher & Company, P.A., certified public accountants, (&#147;<U>Interim Financial
Statements</U>&#148; and collectively with the Annual Financial Statements, &#147;<U>Financial
Statements</U>&#148;). The Financial Statements are true, correct and complete, are in accordance with
the books and records of Seller, were prepared on the accounting basis used by Seller for income
tax purposes, which is a comprehensive basis of accounting other than GAAP, applied on a consistent
basis and present fairly the financial position and results of operations as of the respective
dates thereof and for the respective periods covered thereby. Except as provided in the Financial
Statements, Seller has no material liabilities or obligations (whether accrued, absolute,
contingent, whether due or to become due or otherwise) that might be or become a charge against the
Assets, including any &#147;<U>loss contingencies</U>&#148; considered probable or reasonably probable
within the meaning of the Financial Accounting Standard Board&#146;s Statement of Financial Accounting
Standards No.&nbsp;5, except trade payables and similar liabilities and obligations incurred in the
ordinary course of business since the date of the Financial Statements.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4.6 <U>Absence of Changes</U>. Except for the execution and delivery of this
Agreement and the transactions to take place hereto and except as set forth on <U>Schedule
4.6</U>, since December&nbsp;31, 2008, there has not been any change, or any event or development
(including any damage, destruction or loss, whether or not covered by insurance) which,
individually or together with other such events, would reasonably be expected to result in a
Material Adverse Effect. Seller had no liabilities as of June&nbsp;30, 2009, and has not incurred any
liabilities since June&nbsp;30, 2009, other than (i)&nbsp;liabilities incurred in the ordinary course of
business of the Business consistent with past practice, (ii)&nbsp;liabilities which individually or in
the aggregate are not material to the Business and (iii)&nbsp;liabilities which are not Assumed
Liabilities. Without limiting the generality of the foregoing, except as set forth on <U>Schedule
4.6</U>, since June&nbsp;30, 2009, Seller has not:


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;permitted the subjection of or subjected any of the Assets to any Liens, except Permitted
Liens;


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;declared, set aside or paid dividends or distributions on, or made any other
distributions in respect of, the membership interests;


<P align="left" style="font-size: 12pt; text-indent: 8%">(iii)&nbsp;amended, modified, entered into, renewed, failed to renew or terminated any material
contract or other Material Contract or entered into any contract or other agreement that would, if
entered into on the date hereof, have been a Material Contract;


<P align="left" style="font-size: 12pt; text-indent: 8%">(iv)&nbsp;sold, transferred or conveyed any material property;


<P align="left" style="font-size: 12pt; text-indent: 8%">(v)&nbsp;released, compromised or waived any material rights of value or suffered any material
loss;


<P align="left" style="font-size: 12pt; text-indent: 8%">(vi)&nbsp;granted any license or sublicense, or disposed of, sold, encumbered or otherwise
transferred any rights under or with respect to the Intellectual Property;


<P align="left" style="font-size: 12pt; text-indent: 8%">(vii)&nbsp;made any material change in accounting principles, practices or policies from those
utilized in the preparation of the Financial Statements;


<P align="left" style="font-size: 12pt; text-indent: 8%">(viii)&nbsp;failed to comply in all material respects with all applicable Laws and Orders relating
to the Business, or cancelled, amended, assigned or otherwise transferred any or all the Permits
relating to the Business;


<P align="left" style="font-size: 12pt; text-indent: 8%">(ix)&nbsp;entered into or accepted any material purchase orders or otherwise shipped or sold or
committed to ship or sell any Products other than in the ordinary course of business consistent
with past practice;


<P align="left" style="font-size: 12pt; text-indent: 8%">(x)&nbsp;sold finished Products to wholesalers or distributors in quantities that are not
consistent with past practice;


<P align="left" style="font-size: 12pt; text-indent: 8%">(xi)&nbsp;received written notice from any supplier that such supplier has ceased or will cease to
do business with Seller;


<P align="left" style="font-size: 12pt; text-indent: 8%">(xii)&nbsp;paid or declared any dividends; or


<P align="left" style="font-size: 12pt; text-indent: 8%">(xiii)&nbsp;committed or agreed to, or authorized, any of the foregoing actions.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4.7 <U>Title to Property</U>. Seller has, and at the Closing will convey to Buyer,
good and valid title to all the Assets free and clear of any Liens, except for (i)&nbsp;assets and
properties disposed of in the ordinary course of business and (ii)&nbsp;Permitted Liens. There are no
outstanding agreements, options, rights of first refusal or commitments of any nature obligating
Seller or any Member to transfer any of the Assets or rights or interests therein to any other
person or entity.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4.8 <U>Sufficiency of Assets; Condition of Property</U>. Except for the Excluded
Assets, the Assets are the only assets, properties, rights and interests used by Seller in
connection with the Business. The Assets constitute all the assets necessary to conduct the
Business in substantially the same manner as conducted by Seller prior to the date of this
Agreement. All material items of Tangible Property owned or used by Seller in the conduct of the
Business and included in the Assets are in good operating condition, normal wear and tear excepted.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4.9 <U>Affiliate Transactions; Entire Business</U>. Except as set forth on
<U>Schedule&nbsp;4.9</U>, (i)&nbsp;none of Seller, the Members or their respective Affiliates (x)&nbsp;provides
or causes to be provided any assets, services or facilities to the Business (other than, in the
case of the Members, such Persons&#146; services to the Business in their capacity as such) or (y)&nbsp;is a
party to any contract with or binding upon Seller, or binding upon the Business or any of its
assets or otherwise included in the Assumed Liabilities, and (ii)&nbsp;the Business does not provide or
cause to be provided any assets, services or facilities to Seller, any Member or any of the
foregoing Persons&#146; Affiliates. The conveyance of the Assets will convey to Buyer the entire
Business, except for the Excluded Assets and the Excluded Liabilities.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4.10 <U>Inventory</U>. The Inventory relating to the Business is of a quality and
quantity useable and saleable in the normal and ordinary course of the Business, subject to
appropriate and adequate allowances reflected on the Financial Statements for obsolete, excess,
slow-moving and other irregular items. To Seller&#146;s knowledge, (i)&nbsp;all of the Inventory has been
produced, packaged and, where required, labeled in all material respects in accordance with
applicable laws, regulations and orders, and (ii)&nbsp;Seller is not under any obligation or liability
to accept any returns of items of Inventory in the possession of its customers other than in the
ordinary course of business.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4.11 <U>Litigation</U>. There is no Action or Proceeding pending or, to Seller&#146;s
knowledge, threatened against Seller or any Member or any of their respective Affiliates which
relates to the Business, the Assets or the Assumed Liabilities; and there is no Order to which
Seller, any Member or any of their respective Affiliates is subject which relates to the Business,
the Assets or the Assumed Liabilities.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4.12 <U>Compliance with Law</U>. Except as set forth on <U>Schedule&nbsp;4.12</U>, (i)
Seller is not in material violation of any Law or Order to which the Business, the Assets, the
Assumed Liabilities or the Members are subject or otherwise bound; and (ii)&nbsp;Seller has all material
Permits necessary for the conduct of the Business or the ownership or use of the Assets.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4.13 <U>Employees</U>. The Members are, and have been, the only Business Employees.
Seller is in compliance with all applicable Laws relating to the Business Employees, including all
payment obligations and payment of applicable withholding and other Taxes related to employment and
all Laws respecting employment and employment practices. Seller is not party to any employment
agreements.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4.14 <U>Employee Benefit Plans</U>. Seller has no, and has not had any, Plans.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4.15 <U>Taxes</U>. Seller has filed all Tax Returns required by applicable Law to be
filed by it. As of the time of filing, the foregoing Tax Returns correctly reflected in all
material respects the facts regarding the income, business, assets, operations, activities, status
or other matters of Seller, and any other information required to be shown thereon. Seller has not
requested any extension of time within which to file a Tax Return that has not already been filed.
Seller has paid all Taxes due with respect to any such Tax Return except for (i)&nbsp;Taxes not yet due
and payable and (ii)&nbsp;Taxes otherwise being contested in good faith. Seller has withheld and paid
all Taxes required to have been withheld and paid in connection with any amounts paid or owing to
any employee, independent contractor, creditor, stockholder, or other Person. There are no Liens
with respect to any Taxes upon any of the Assets. No Audit by a Tax Authority is pending or to
Seller&#146;s knowledge, threatened, with respect to any Tax Return filed by, or Taxes due from, Seller.
No issue has been raised by any Tax Authority in any Audit of Seller that could reasonably be
expected to result in a material proposed deficiency. No deficiency or adjustment for any Taxes has
been proposed, asserted, assessed or to Seller&#146;s knowledge, threatened, against Seller, except for
deficiencies or adjustments that have been paid or otherwise settled. Seller has no liability for
Taxes of any Person as a transferee or successor by contract, as member of an affiliated group or
otherwise. Seller has not given or been requested to give any waiver of statutes of limitations
relating to the payment of Taxes nor has executed powers of attorney with respect to Tax matters,
which in each case will be outstanding as of the Closing Date. There are no Tax sharing, Tax
indemnity or similar agreements to which Seller is a party, by which it is bound, or under which it
has any obligation or liability for Taxes. No claim that is still outstanding has been made by an
authority in a jurisdiction where Seller does not file Tax Returns that it is or may be required to
file Tax Returns and/or be subject to taxation by that jurisdiction. Seller has not received any
letter ruling, determination letter or similar document issued by any Tax Authority, or entered
into any closing agreement with any Tax Authority, which, in either case, would materially
adversely affect Seller. Seller has not applied any tax subsidy or other tax benefit with respect
to the production of any alcoholic beverages produced or distributed by Seller. All individuals
that Seller hired for periods on or prior to the Closing Date as independent contractors are not
&#147;<U>employees</U>&#148; (within the meaning of Section&nbsp;3121(d)(2)(1) of the Code or Section&nbsp;3(6) of
ERISA) for purposes of any federal, state, local or foreign tax.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4.16 <U>Environmental Matters</U>. The operation of the Business is, and has been,
at all times in compliance with all Environmental Laws, and the use, maintenance, or operation of
the Assets is, and has been, in compliance with all applicable Environmental Laws.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4.17 <U>Customers and Suppliers</U>. Seller is not involved in any material
controversy with any of the customers or suppliers to the Business. <U>Schedule&nbsp;4.17</U> sets
forth a true, correct and complete list of (i)&nbsp;the 10 largest customers of the Business in terms of
sales during the 36-month period ended December&nbsp;31, 2008 and (ii)&nbsp;the suppliers to the Business
during the 12&nbsp;months ended December&nbsp;31, 2008. None of Seller or any Member has been advised by any
customer or supplier listed on <U>Schedule&nbsp;4.17</U> that such customer or supplier was or is
intending to terminate its relationship with Seller or would not continue to purchase supplies or
services relating to the Business for future periods on account of any dissatisfaction with
Seller&#146;s performance.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4.18 <U>Accounts Receivable</U>. All accounts and notes receivable of Seller
(&#147;<U>AR</U>&#148;) represent sales actually made in the ordinary course of business or valid claims as
to which full performance by Seller has been rendered. All of Seller&#146;s AR are for sales of goods or
services to customers of the Business, none of whom are Affiliates, members or officers of Seller.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4.19 <U>Investment Intent</U>. Members are acquiring the Stock Consideration for
their own accounts, for the purpose of investment only, within the meaning of Rule&nbsp;501 of
Regulation&nbsp;D under the Securities Act. Each of the Members is an &#147;<U>accredited investor.</U>&#148;
Members are acquiring the Stock Consideration not with a view to, or for sale in connection with,
any distribution thereof in violation of applicable securities Laws. Neither Seller nor the Members
have, directly or indirectly, offered the Stock Consideration to anyone or solicited any offer to
buy the Stock Consideration from anyone, so as to bring such offer and sale of the Stock
Consideration by the Seller or the Members within the registration requirements of the Securities
Act. Neither Seller nor the Members will sell, convey, transfer or offer for sale any of the Stock
Consideration except in compliance with the Securities Act, any applicable state securities Laws or
pursuant to any exemption therefrom. Seller and the Members have been furnished with, or have been
provided access to, all reports that Buyer has filed with the SEC, and anything else which Seller
or the Members have requested relating to the foregoing and have been afforded the opportunity to
obtain any additional information deemed necessary or advisable by Seller and/or its
representatives to evaluate Seller&#146;s acquisition of the Stock Consideration set forth herein.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4.20 <U>Brokers</U>. All negotiations relative to this Agreement and the transactions
contemplated hereby have been carried out by Seller directly with Buyer without the intervention of
any Person on behalf of Seller or any Member in such manner as to give rise to any valid claim by
any Person against Buyer or any other person for a finder&#146;s fee, brokerage commission or similar
payment.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;4.21 <U>Trade Accounts Payable.</U> The trade accounts payable of Seller were
incurred in the ordinary course of business consistent with past practice. All of Seller&#146;s accounts
and notes payable are for purchases of goods or services from suppliers of the Business, none of
whom are Affiliates, members or officers of Seller.


<P align="center" style="font-size: 12pt"><B>ARTICLE V</B>



<P align="center" style="font-size: 12pt"><B>REPRESENTATION AND WARRANTIES OF BUYER</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Buyer represents and warrants to Seller and the Members that:


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;5.1 <U>Organization, Power and Standing</U>. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of Delaware. Buyer has all the corporate
power, authority and Permits necessary to carry on its business as it has been and is currently
being conducted, and to own, lease and operate the properties and assets used in connection
therewith. Buyer has all requisite corporate power and authority to enter into and perform this
Agreement and each Ancillary Agreement to which it is a party.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;5.2 <U>Authorization</U>. The execution and delivery of this Agreement and each
Ancillary Agreement to which it is a party by Buyer and the performance by it of its obligations
hereunder and thereunder and the transactions contemplated hereby and thereby, have been duly and
validly authorized by all necessary corporate action on the part of Buyer. This Agreement has been
duly and validly executed and delivered by Buyer and is a valid and binding obligation of Buyer
enforceable against Buyer in accordance with its terms, and each Ancillary Agreement to which Buyer
is a party will, prior to Closing, be duly and validly executed and delivered by Buyer and be a
valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms,
except, in respect of this Agreement and each such Ancillary Agreement, as such enforcement may be
limited by (i)&nbsp;bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and (ii)&nbsp;general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity or at law).


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;5.3 <U>Freedom to Contract</U>. The execution and delivery of this Agreement does
not, and the performance of this Agreement and the consummation of the transactions contemplated
hereby will not, (i)&nbsp;violate or conflict with the provisions of the certificate of incorporation or
by-laws (or their equivalent organizational documents) of Buyer, (ii)&nbsp;result in the imposition of
any Lien under, cause the acceleration of any obligation under, result in a breach of, constitute a
default under or otherwise violate or conflict with the terms, conditions or provisions of, any
note, indenture, mortgage, lease, guaranty or other agreement or instrument to which Buyer is a
party or by which it is bound, (iii)&nbsp;result in a breach or violation by Buyer of any of the terms,
conditions or provisions of any Law or Order or (iv) (A)&nbsp;except for filings with the NYSE Amex (for
which approval has been obtained prior to the date hereof) and the SEC, require any consent or
approval of, filing with or notice to any Governmental Authority (other than filings with any
federal, state, local, municipal, provincial, foreign and other Governmental Authority regulating
the alcoholic beverage business).


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;5.4 <U>Litigation</U>. Buyer is not a party to any Action or Proceeding pending or,
to the knowledge of Buyer, threatened, which, if adversely determined, would reasonably be expected
to adversely affect or restrict the ability of Buyer to consummate the transactions contemplated by
this Agreement. There is no Order to which Buyer is subject which would reasonably be expected to
adversely affect or restrict the ability of Buyer to consummate the transactions contemplated by
this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">Section&nbsp;5.5 <U>Absence of Changes</U>(i) . Except as set forth in the SEC Documents, since
June&nbsp;30, 2009, there has not been any change, or any event or development (including any damage,
destruction or loss, whether or not covered by insurance) which, individually or together with
other such events, would reasonably be expected to result in a Material Adverse Effect. Buyer had
no liabilities as of June&nbsp;30, 2009, and has not incurred any liabilities since June&nbsp;30, 2009, other
than (i)&nbsp;liabilities incurred in the ordinary course of business of its business consistent with
past practice, and (ii)&nbsp;liabilities which individually or in the aggregate are not material to its
business.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;5.6 <U>SEC Documents, Financial Statements.</U>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Copies of all reports, registration statements, proxy statements and other documents filed
by Buyer with the SEC since April&nbsp;1, 2008 (the &#147;<U>SEC Documents</U>&#148;) are available on EDGAR for
the review of Seller and the Members. All SEC Documents required to have been filed by Buyer with
the SEC have been so filed on a timely basis. As of the time it was filed with the SEC (or, if
amended or superseded by a filing prior to the date of this Agreement, then on the date of such
filing): (i)&nbsp;each of the SEC Documents complied in all material respects with the applicable
requirements of the Securities Act or the Exchange Act (as the case may be); and (ii)&nbsp;none of the
SEC Documents contained any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The financial statements contained in the SEC Documents: (i)&nbsp;complied as to form in all
material respects with the published rules and regulations of the SEC applicable thereto; (ii)&nbsp;were
prepared in accordance with generally accepted accounting principles applied on a consistent basis
throughout the periods covered (except as may be indicated in the notes to such financial
statements and, in the case of unaudited statements, as permitted by Form&nbsp;10-Q of the SEC, and
except that unaudited financial statements may not contain footnotes and are subject to normal and
recurring year-end audit adjustments which will not, individually or in the aggregate, be material
in amount); and (iii)&nbsp;fairly present the consolidated financial position of the Buyer as of the
respective dates thereof and the consolidated results of operations and cash flows of the Buyer for
the periods covered thereby.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;5.7 <U>Stock Consideration</U>. The shares of common stock that comprise the Stock
Consideration (i)&nbsp;have been duly and validly authorized and, when issued, will be duly and validly
issued, fully paid and non-assessable and (ii)&nbsp;will not have been issued in violation of or subject
to any preemptive right or other similar right of stockholders arising by operation of law, under
the articles of incorporation or bylaws, each as amended, or other organizational documents of
Buyer, under any agreement to which Buyer is a party or otherwise.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;5.8 <U>Brokers</U>. All negotiations relative to this Agreement and the transactions
contemplated hereby have been carried out by Buyer directly with Seller without the intervention of
any Person on behalf of Buyer in such manner as to give rise to any valid claim by such Person
against Seller for a finder&#146;s fee, brokerage commission or similar payment.


<P align="center" style="font-size: 12pt"><B>ARTICLE VI</B>



<P align="center" style="font-size: 12pt"><B>POST-CLOSING AGREEMENTS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;6.1 <U>Further Information; Further Transfers</U>. (a)&nbsp;Following the Closing, each
party will afford to the other party, its counsel and its accountants, during normal business
hours, reasonable access to the books and records relating to the Assets or the Assumed Liabilities
in its possession with respect to periods prior to the Closing and the right to make copies and
extracts therefrom, to the extent that such access may be reasonably required by the requesting
party for any reasonable business purpose. Seller and its agents will keep confidential and not
disclose any information learned as a result of any examination conducted pursuant to this Section
6.1 to any other Person without the prior written consent of Buyer unless (i)&nbsp;the disclosure is in
response to legal order or subpoena; or (ii)&nbsp;the terms are readily ascertainable from public or
published information or trade sources (without violation of the foregoing provisions of this
sentence).


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Each party hereto will execute and deliver such further instruments of conveyance and
transfer, including any and all documents required under the laws of foreign countries necessary in
connection with the assignment to Buyer of individual trademark applications or registrations of
pending or registered trademarks, and take such additional commercially reasonable actions as any
other party may reasonably request to effect, consummate, confirm or evidence the consummation of
the transactions contemplated hereby.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;6.2 <U>Record Retention</U>. Until the fifth anniversary of the filing of Seller&#146;s
Tax Returns for the taxable period that includes the Closing Date, each party hereto will not
destroy or otherwise dispose of any of the books and records relating to the Assets or the Assumed
Liabilities in its possession with respect to periods prior to the Closing. Each party hereto will
have the right to destroy all or part of such books and records after the fifth anniversary of the
filing of Seller&#146;s Tax Returns for the taxable period that includes the Closing Date or at an
earlier time by giving each other party hereto 30&nbsp;days&#146; prior written notice of such intended
disposition and by offering to deliver to the other party, at the other party&#146;s expense, custody of
such books and records as such first party may intend to destroy.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;6.3 <U>Transfer Taxes</U>. Seller will pay all sales, use, transfer, real property
transfer, recording, gains, and other similar taxes and fees (such taxes and fees, including any
interest or penalties thereon, are herein sometimes called &#147;<U>Transfer Taxes</U>&#148;) arising out of
or in connection with the sale of the Assets effected pursuant to this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;6.4 <U>Name Change</U>. Within 15&nbsp;days after the Closing Date, Seller shall change
its corporate name, from and after such date, to delete reference to &#147;<U>Betts & Scholl</U>&#148; or
similar names and shall cease using such name in correspondence or otherwise.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;6.5 <U>Intellectual Property Rights</U>. (a)&nbsp;After the Closing, at Buyer&#146;s request
and expense, Seller will execute and deliver such additional documents and shall take such further
actions as may be reasonably required to allow Buyer (or its applicable Affiliate) to record with
all applicable Governmental Authorities its ownership of all Intellectual Property. Buyer will be
solely responsible for all filing, attorneys&#146; or other fees incurred in connection with such
additional documents and recordations. In the event that for whatever reason the registration of
the assignment of the Intellectual Property is objected to by any Governmental Authority or by any
third party, Seller and the Members will use their best efforts and cooperate diligently with
Buyer, including executing any document that may be required or convenient for the registration of
the relevant assignment. Seller and its Affiliates will comply with such obligation within five
Business Days following Buyer&#146;s written request to do so.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Seller acknowledges that, after the Closing, the Intellectual Property set forth on
<U>Schedule&nbsp;4.4(B)</U> and all goodwill arising out of the use thereof shall inure to the sole
benefit of Buyer except as set forth on <U>Schedule&nbsp;6.5(B)</U><I>.</I>


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;Seller further covenants and agrees that, after the Closing, it shall not, directly or
indirectly through any direct family member (that is, the current or former spouse of any Member or
any descendant of any Member), agent, employee, Affiliate or representative, and will cause its
Affiliates not to:


<P align="left" style="font-size: 12pt; text-indent: 8%">(i)&nbsp;use and/or register anywhere in the world any of the Intellectual Property, or anything
identical or confusingly similar thereto;


<P align="left" style="font-size: 12pt; text-indent: 8%">(ii)&nbsp;make any attempt, file any document with any Governmental Authority, or take any other
action to challenge, dispute, attack, contest or adversely affect the full and exclusive ownership
or validity of Buyer&#146;s rights in the Intellectual Property; including the use, validity, term,
enforceability and/or any modification or translation of the Intellectual Property, or the
Trademarks, before any Governmental Authority or Person; in particular, Seller and their Affiliates
will not challenge, claim, dispute or demand in the future, anywhere in the world, the right of
Buyer to use and/or register the Intellectual Property and the Trademarks, as well as any other
mark, trademark, service mark, brand name, design, commercial advertisements, domain names, trade
names, slogans or other intellectual property rights either identical or similar, to the extent of
confusion with the Intellectual Property and the Trademarks, anywhere in the world;


<P align="left" style="font-size: 12pt; text-indent: 8%">(iii)&nbsp;make use of, in connection with any other beverage product, any imagery, packaging,
bottles, trade dress or advertising that are confusingly similar to those used by the Business;


<P align="left" style="font-size: 12pt; text-indent: 8%">(iv)&nbsp;disparage the Business, the Assets, the Assumed Liabilities or the Intellectual Property;
or


<P align="left" style="font-size: 12pt; text-indent: 8%">(v)&nbsp;aid or abet anyone else in doing any of the foregoing acts.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;6.6 <U>Release</U>. Effective at the Closing, Seller and each Member hereby agrees
to unconditionally, irrevocably and forever release and discharge Buyer, and its Affiliates,
successors and assigns and directors, officers, employees or agents of any of the foregoing)
(collectively, &#147;<U>Released Parties</U>&#148;) of and from, and hereby agrees to unconditionally,
irrevocably and forever waive any and all claims, debts, losses, expenses, proceedings, covenants,
liabilities, suits, judgments, damages, actions and causes of action, rights, obligations,
accounts, and liabilities, of any kind or character whatsoever, known or unknown, suspected or
unsuspected, contingent or non contingent, direct or indirect, at law or in equity, arising out of,
resulting from or relating to the Business or the Assets (including the Trademarks), in each case
that such Persons ever had, now has or ever may in the future have or claim to have against any
Released Party, for or by reason of any matter, circumstance, event, action, inaction, omission,
cause or thing whatsoever arising prior to, on or after the date hereof; provided that this Section
6.6 shall not apply to (i)&nbsp;the rights of Seller or any Member under this Agreement or under any
Ancillary Agreement or (ii)&nbsp;any of the obligations of any Released Party under this Agreement or
any Ancillary Agreement, including in respect of the Assumed Liabilities.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;6.7 <U>Seller Non-Compete</U>. (a)&nbsp;Except as set forth on <U>Schedule&nbsp;6.7</U>,
during the period beginning on the Closing Date and ending on the seventh anniversary of the
Closing Date (the &#147;<U>Non-Compete Period</U>&#148;), Seller, the Members and their respective
Affiliates shall not, directly or indirectly, produce, market, manufacture, distribute or sell (for
themselves or a third party), (x)&nbsp;any products or services that use imagery, packaging, bottles,
trade dress or advertising that imitates or is confusingly similar to that of any of the Products
or the Trademarks or containing or marketed, advertised, distributed or sold using the Products or
the Trademarks, (y)&nbsp;any products containing or marketed, advertised, distributed or sold as
containing beverage alcohol or wine, or (z)&nbsp;any alcoholic beverages with advertising that refers to
or compares itself to the Business or to the name Betts & Scholl or any name that is confusingly
similar. Notwithstanding the foregoing, in the event that Richard Betts employment with Buyer
and/or its Affiliates is terminated other than for &#147;Cause&#148; as defined in such employment agreement,
the Non-Compete Period with respect to clause (y)&nbsp;above, as applicable to Richard Betts only, shall
terminate on the first anniversary of Richard Betts&#146; date of termination. For the avoidance of
doubt, notwithstanding anything contained herein to the contrary, the Members shall not be
prohibited from (vi)&nbsp;engaging in any of the activities set forth on <U>Schedule&nbsp;6.7</U> or (vii)
from owning, in the aggregate, up to 5% of the issued and outstanding voting stock of a corporation
which may be engaged in any activity which is competitive with the Business, which corporation&#146;s
shares are quoted or listed for trading on a stock exchange.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Seller and the Members understand and acknowledge that (i)&nbsp;it would be difficult to
calculate damages to Buyer from any breach of their obligations under this Section&nbsp;6.7, (ii)&nbsp;injury
to Buyer from any such breach would be irreparable and impossible to measure and (iii)&nbsp;the remedy
at law for any breach or threatened breach of this Section&nbsp;6.7 would therefore be an inadequate
remedy and, accordingly, Buyer shall, in addition to all other available remedies (including
seeking such damages as it can show it has sustained by reason of such breach and/or the exercise
of all other rights it has under this Agreement), be entitled to seek injunctive relief, specific
performance and other equitable remedies without the necessity of showing actual damages or posting
bond.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;Members agree and acknowledge that the scope and period of restrictions in this Section
6.7 and the geographic area to which the restrictions apply are fair and reasonable and are
reasonably necessary to protect the legitimate business interests of Buyer and its Affiliates. The
parties understand and acknowledge that the restrictive covenants and other agreements contained in
this Section&nbsp;6.7 are entered into in connection with the sale of assets of a business, are an
essential part of this Agreement and the transactions contemplated by this Agreement, and are an
integral part of the consideration motivating Buyer to enter into this Agreement and complete the
transactions contemplated hereby. It is the intention of the parties that, if any of the
restrictions or covenants contained in this Section&nbsp;6.7 are held to cover a geographic area or to
be for a length of time that is not permitted by any applicable Law, or is in any way construed to
be too broad or to any extent invalid, such provision shall not be construed to be null, void and
of no effect, but to the extent that such provision would then be valid or enforceable under any
applicable Law, such provision shall be construed and interpreted or reformed to provide for a
restriction or covenant having the maximum enforceable geographic area, time period and other
provisions as shall be valid and enforceable under any applicable Law. The parties also understand
and acknowledge that nothing in this Section&nbsp;6.7 shall limit, diminish or abrogate any obligation
of Seller or any Member under this Section&nbsp;6.7 to refrain from limiting, infringing or violating
any of Buyer&#146;s right, title and interest in, to and under the Intellectual Property (including the
Trademarks).


<P align="center" style="font-size: 12pt"><B>ARTICLE VII</B>



<P align="center" style="font-size: 12pt"><B>SURVIVAL; INDEMNIFICATION</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;7.1 <U>Survival of Representations and Warranties</U>. The representations and
warranties of Seller and Buyer contained in this Agreement will survive the Closing until eighteen
(18)&nbsp;months from the Closing Date; <U>provided</U>, <U>however</U>, that the representations and
warranties in Section&nbsp;4.15 will survive until the expiration of the applicable statute of
limitations and the representations and warranties in Sections&nbsp;4.1 and 4.2 shall survive without
limitation as to time. Notwithstanding anything contained herein to the contrary, the foregoing
survival periods shall not apply to a fraudulent act or omission by Seller or the Members. No
claim may be made against any party hereto and no party hereto will have any liability to any other
party hereto after the applicable survival period for a representation or warranty specified above
shall have expired unless it is made prior to the expiration of such survival period, in which case
the survival period shall be extended as it relates to such claim until such claim has been
satisfied or otherwise resolved as provided in this Article&nbsp;VII.


<P align="left" style="font-size: 12pt">Section&nbsp;7.2 <U>Indemnification of Buyer</U>. Seller and the Members, jointly and severally, will
indemnify, defend and hold harmless Buyer and any of its Affiliates and Buyer&#146;s and Buyer&#146;s
Affiliates&#146; directors, officers, employees, shareholders, successors, agents, representatives and
assigns (each, a &#147;<U>Buyer Indemnified Party</U>&#148;) from and against any and all losses,
liabilities, and damages, costs and expenses (including reasonable fees and disbursements of
counsel) (hereinafter individually, a &#147;<U>Loss</U>&#148; and collectively, &#147;<U>Losses</U>&#148;) which
arise out of, or result from, or relate to (i)&nbsp;any breach or inaccuracy of any representation,
warranty, covenant or agreement of Seller and/or the Members contained in this Agreement or in any
Ancillary Agreement or certificate delivered by Seller or any Member hereunder or (ii)&nbsp;any Excluded
Liability. Any indemnification by Seller or Members pursuant to this Section&nbsp;7.2 shall not be
required unless and until the aggregate amount of all such Losses exceeds $25,000 (the
&#147;<U>Threshold Amount</U>&#148;); <U>provided</U>, <U>however</U>, that (x)&nbsp;once such Losses exceed
the Threshold Amount, Seller and Members shall indemnify the Buyer Indemnified Parties for all
Losses and not merely for Losses in excess of the Threshold Amount and (y)&nbsp;the foregoing Threshold
Amount shall not apply to any Loss owed to a Buyer Indemnified Party arising out of any Excluded
Liability. Notwithstanding the foregoing, in no event shall Seller or the Members be liable to any
Buyer Indemnified Party for Losses pursuant to this Article&nbsp;VII which, when added to all Losses
paid by Seller and Members in the aggregate exceed $1,000,000. Notwithstanding the foregoing,
Richard Betts shall have no indemnification obligation hereunder with respect to Losses arising
from a breach by Dennis Scholl of Section&nbsp;6.7 or Section&nbsp;2.7 hereof and Dennis Scholl shall have no
indemnification obligation hereunder with respect to Losses arising from a breach by Richard Betts
of Section&nbsp;6.7 or Section&nbsp;2.7 hereof or the Employment Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;7.3 <U>Indemnification of Seller</U>. Buyer agrees to indemnify, defend and hold
harmless Seller and its members, officers, employees, successors, agents, representatives and
assigns (each, a &#147;<U>Seller Indemnified Party</U>&#148;) from and against any and all Losses which
arise out of, or result from, or relate to (i)&nbsp;any breach or inaccuracy of any representation,
warranty, covenant or agreement of Buyer contained in this Agreement or in any Ancillary Agreement
or certificate delivered by Buyer hereunder or (ii)&nbsp;any Assumed Liability. Any indemnification by
Buyer pursuant to this Section&nbsp;7.3 shall not be required unless and until the aggregate amount of
all such Losses exceeds the Threshold Amount; <U>provided</U>, <U>however</U>, that (x)&nbsp;once such
Losses exceed the Threshold Amount, Buyer shall indemnify the Seller Indemnified Parties for all
Losses and not merely for Losses in excess of the Threshold Amount and (y)&nbsp;the foregoing Threshold
Amount shall not apply to any Loss owed to a Seller Indemnified Party arising out of any Assumed
Liability. Notwithstanding the foregoing, in no event shall Buyer be liable to any Seller
Indemnified Party for Losses pursuant to this Article&nbsp;VII which, when added to all Losses paid by
Buyer in the aggregate exceed $1,000,000 (&#147;<U>CAP</U>&#148;); <U>provided</U>, <U>however</U>, that
the foregoing Cap and Threshold Amount shall not apply to amounts owed by Buyer under the Note.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;7.4 <U>Procedure for Indemnification</U>. In the event that any Person not party to
this Agreement shall make any demand or claim or file or threaten to file or continue any lawsuit,
arbitration or similar proceeding against any Buyer Indemnified Party or Seller Indemnified Party,
which demand, claim or lawsuit may result in a Loss (&#147;<U>Claim</U>&#148;), the indemnified party shall
give written notice to the indemnifying party (&#147;<U>Notice</U>&#148;) promptly upon becoming aware of
such matter. In such event, within twenty (20)&nbsp;days after receipt of Notice, the indemnifying
party shall have the right, at its sole cost and expense, to assume full control of the defense
thereof and to hire counsel reasonably satisfactory to the indemnified party to defend any Claim
(however, the failure to give Notice shall not relieve the indemnifying party of its obligations
hereunder unless, and only to the extent that, such failure caused any Loss with respect thereto to
be greater than it would have been had prompt notice been given). Thereafter, the indemnified
party may participate in such defense at its sole cost and expense. If both the indemnifying party
and the indemnified party are named and/or impleaded parties in any such proceeding and the
indemnifying party proposes that the same counsel represent both parties and such representation by
the same counsel would be inappropriate due to actual or potential differing interests, then the
indemnified party shall have the right to retain its own counsel at the cost and expense of the
indemnifying party. In the event that the indemnifying party fails to respond within twenty (20)
days after receipt of the Notice of any such Claim, then the indemnified party may retain counsel
and conduct the defense of such Claim, as it may in its sole discretion deem proper, at the sole
cost and defense of the indemnifying party.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;7.5 <U>Recovery of Losses/Set-Off</U>. Any indemnification obligation of Seller and
Members to the Buyer Indemnified Parties hereunder may be satisfied by Seller or Members, as the
case may be, through the delivery to Buyer of Buyer Common Stock, free and clear of any Liens. The
value of such Buyer Common Stock shall be based on the average closing price of Buyer Common Stock
for the thirty (30)&nbsp;trading days immediately preceding the date upon which the Notice was given.
If the delivery of Buyer Common Stock is not sufficient to satisfy Seller&#146;s and Members&#146;
indemnification obligations to the Buyer Indemnified Parties hereunder or if delivery of Buyer
Common Stock is not made by Seller or the Members, Buyer may, in addition to any other rights that
Buyer has under this Agreement, in equity or at law, reduce amounts payable under the Note by the
amount of indemnification required to be paid by Seller pursuant to Article&nbsp;VII. Notwithstanding
anything contained herein to the contrary, Seller and Members shall not be able to satisfy any
indemnification obligation with respect to any Claim arising out of any Excluded Liability by
delivery of Buyer Common Stock.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;7.6 <U>Knowledge</U>. Except for matters disclosed in the Schedules or to the extent
representations and warranties are qualified by the knowledge of the party making the
representation or warranty, no right of indemnification provided under this Agreement shall be
limited in any respect by any investigation by any Person, whether pre-claim or post-claim, or the
knowledge of any Person of any breach hereunder or the decision by any Person to complete the
Closing.


<P align="center" style="font-size: 12pt"><B>ARTICLE VIII</B>



<P align="center" style="font-size: 12pt"><B>MISCELLANEOUS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;8.1 <U>Nonassignable Contracts</U>. To the extent that assignment hereunder by Seller
to Buyer of any Contract is not permitted by law or is not permitted without the consent of any
third party, this Agreement will not be deemed to constitute an undertaking to assign the same if
such consent is not given or if such an undertaking otherwise would constitute a breach of or cause
a loss of benefits thereunder. Seller will use reasonable best efforts to obtain any and all such
required approvals and third party consents as promptly as practicable after Closing and will
cooperate with Buyer in any reasonable arrangement designed to provide to Buyer all of the benefits
and for Buyer to assume all the obligations after the Closing under the applicable Contract,
including enforcement for the benefit of Buyer of any and all rights of Seller against any other
Person arising out of breach or cancellation by such other Person of the Contract or Real Property
Lease and including, if so requested by Buyer, acting as an agent on behalf of Buyer, or as Buyer
will otherwise reasonably request.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;8.2 <U>Expenses</U>. Except as otherwise expressly provided herein, each of the
parties hereto will pay its own expenses (including attorneys&#146; and accountants&#146; fees and
out-of-pocket expenses) incident to this Agreement and the transactions contemplated hereby.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;8.3 <U>Notices</U>. All notices, requests, demands and other communications required
or permitted to be given hereunder will be in writing and will be given personally, sent by
facsimile transmission or sent by prepaid air courier. Any such notice will be deemed to have been
given when received, if delivered in person, sent by facsimile transmission and, in the case of
facsimile, confirmed in writing within three Business Days thereafter, or sent by prepaid air
courier in any such case as follows (or to such other address or addresses as a party may have
advised the other in the manner provided in this Section&nbsp;8.3):


<P align="left" style="font-size: 12pt; text-indent: 4%">If to any Member or Seller:


<P align="left" style="font-size: 12pt; text-indent: 8%">Betts & Scholl, LLC


<P align="left" style="font-size: 12pt; text-indent: 8%">c/o Roth & Scholl


<P align="left" style="font-size: 12pt; text-indent: 8%">866 South Dixie Highway



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">Coral Gables, FL 33146



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">Facsimile: (305)&nbsp;662-3816


<P align="left" style="font-size: 12pt; text-indent: 4%">with a copy to:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">Berman Rennert Vogel & Mandler, P.A



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">100 SE 2nd Street, 29th Floor



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">Miami, Fl 33131



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">Attention: Charles Rennert, Esq.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">Facsimile: (305)&nbsp;347-6463


<P align="left" style="font-size: 12pt; text-indent: 4%">If to Buyer:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">Castle Brands Inc.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">122 East 42<sup>nd</sup> Street, Suite&nbsp;4700



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">New York, NY 10168



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">Attention: John Glover



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">Facsimile: (646)&nbsp;356-0222


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;8.4 <U>Publicity; Confidentiality</U>. Buyer and Seller shall consult with each
other prior to issuing any press releases or other public announcements concerning this Agreement
and the transactions contemplated hereby. Seller and the Members will keep confidential, and will
not disclose, the terms of this Agreement to any other Person without Buyer&#146;s prior written consent
unless required by law. Notwithstanding anything to the contrary in this Agreement, Buyer may file
this Agreement and disclose the transactions contemplated hereby publicly with the SEC without the
requirement of any consent hereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;8.5 <U>Entire Agreement</U>. This Agreement (including the Exhibits and Schedules)
and the agreements, certificates and other documents delivered pursuant to this Agreement
(including the Ancillary Agreements) contain the entire agreement among the parties with respect to
the transactions described herein, and supersede all prior agreements, written or oral, with
respect thereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;8.6 <U>Waivers and Amendments</U>. This Agreement may be amended, superseded,
cancelled, renewed or extended, and the terms hereof may be waived, only by a written instrument
signed by the parties hereto or, in the case of a waiver, by the party waiving compliance. No delay
on the part of any party in exercising any right, power or privilege hereunder will operate as a
waiver thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;8.7 <U>Governing Law</U>. This Agreement will be governed by and construed in
accordance with the laws of Florida without regard to principles of conflicts of law.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;8.8 <U>Consent to Jurisdiction</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The parties consent to exclusive jurisdiction in the United States District Court for the
Southern District of Florida (and any courts from which appeals from judgments of that court are
heard) as to any dispute or claim as to which there is subject matter jurisdiction in that court
and, for all other disputes or claims, the parties consent to exclusive jurisdiction in the state
courts located in Miami-Dade County, Florida (and any courts from which appeals from judgments of
that court are heard). Each of the parties hereto agrees that a final judgment (subject to any
appeals therefrom) in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by law.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
or the transactions contemplated hereby in any Florida State or Federal court in accordance with
the provisions of Section&nbsp;8.8(a). Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such
action or proceeding in any such court.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;Each of the parties hereto hereby irrevocably and unconditionally consents to service of
process in the manner provided for notices in Section&nbsp;8.3. Nothing in this Agreement will affect
the right of any party to this Agreement to serve process in any other manner permitted by law.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;8.9 <U>Binding Effect; No Assignment</U>. This Agreement will be binding upon and
inure to the benefit of the parties and their respective successors, permitted assignees and legal
representatives. Except as expressly set forth in Article&nbsp;VII, this Agreement is not intended to,
and shall not, confer upon any Person not a party hereto (other than successors, legal
representatives and permitted assigns of parties hereto) any rights or remedies hereunder. This
Agreement (or any right hereunder) is not assignable by any party hereto without the prior written
consent of the other parties hereto and any such purported assignment without such consent will be
null and void, except that Buyer may assign all or any part of its benefits and obligations under
this Agreement to one or more Subsidiaries of Buyer.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;8.10 <U>Certain Interpretation Matters</U>. All pronouns and any variations thereof
refer to the masculine, feminine or neuter, singular or plural, as the context may require. Except
as otherwise provided herein, all payments required to be made under or pursuant to this Agreement
will be made in United States dollars and all references to amounts herein will be to United States
dollars. The Exhibits and Schedules are a part of this Agreement as if fully set forth herein. All
references herein to Sections, subsections, clauses, Exhibits and Schedules will be deemed
references to such parts of this Agreement, unless the context otherwise requires. The headings in
this Agreement are for reference only, and will not affect the interpretation of this Agreement.
The term &#147;<U>including</U>&#148; means &#147;<U>including without limitation.</U>&#148;


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;8.11 <U>Counterparts</U>. This Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered will be an original, but all
such counterparts will together constitute one and the same instrument. Each counterpart may
consist of a number of copies, facsimiles or facsimiles of copies hereof each signed by less than
all, but together signed by all of the parties hereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">Section&nbsp;8.12 <U>Severability of Provisions</U>. If any provision or any portion of any
provision of this Agreement or the application of such provision or any portion thereof to any
Person or circumstance, is held invalid or unenforceable, the remaining portion of such provision
and the remaining provisions of this Agreement, or the application of such provision or portion of
such provision as is held invalid or unenforceable to persons or circumstances other than those as
to which it is held invalid or unenforceable, will not be affected thereby.


<P align="center" style="font-size: 12pt"><B>&#091;SIGNATURE PAGE FOLLOWS&#093;</B>





<P align="center" style="font-size: 10pt; display: none">1
<!-- PAGEBREAK -->




<P align="left" style="font-size: 12pt; text-indent: 4%">IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have duly
executed this Agreement on the date first above written.



<P align="left" style="margin-left:27%; font-size: 12pt">BETTS & SCHOLL, LLC



<P align="left" style="margin-left:27%; font-size: 12pt">By: /s/ Dennis Scholl<BR>
Name: Dennis Scholl<BR>
Title: Member<BR>



<P align="left" style="margin-left:27%; font-size: 12pt">CASTLE BRANDS INC.



<P align="left" style="margin-left:27%; font-size: 12pt">By:/s/ Richard J. Lampen<BR>
Name: Richard J. Lampen<BR>
Title: President and CEO<BR>



<P align="left" style="margin-left:27%; font-size: 12pt">For purposes of Articles IV, VI, VII and VIII
only:



<P align="left" style="margin-left:27%; font-size: 12pt">MEMBERS:



<P align="left" style="margin-left:27%; font-size: 12pt"><U>/s/ Dennis Scholl</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Dennis Scholl</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:27%; font-size: 12pt"><U>/s/ Richard Betts</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Richard Betts</TD>
</TR>

</TABLE>



<P align="center" style="font-size: 10pt; display: none">2




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<TYPE>EX-4.1
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<DESCRIPTION>EX-4.1
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>EXHIBIT 4.1</B></FONT>



<P align="center" style="font-size: 12pt"><B>SECURED NON-NEGOTIABLE<BR>
PROMISSORY NOTE</B>



<P align="left" style="font-size: 12pt">$1,084,816.98


<P align="right" style="font-size: 12pt">New York, NY<BR>
September&nbsp;21, 2009



<P align="left" style="font-size: 12pt; text-indent: 4%">FOR VALUE RECEIVED, Castle Brands Inc., and its successors and assigns (hereinafter called
the &#147;Maker&#148;), unconditionally promise(s) to pay to Betts & Scholl, LLC (hereinafter the &#147;Holder&#148;),
the principal sum of ONE MILLION, EIGHTY-FOUR THOUSAND, EIGHT HUNDRED SIXTEEN and 98/100 DOLLARS
($1,084,816.98), together with interest on the principal balance hereof from time to time
outstanding, when and as set forth below:


<P align="left" style="font-size: 12pt; text-indent: 4%">1.&nbsp;Until the Maturity Date (as defined below)(unless the maturity is accelerated prior thereto
pursuant to the terms of this Note), the principal amount outstanding under this Note shall bear
interest at the rate per annum equal to 0.84%, compounded quarterly.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.&nbsp;Interest shall be charged on the principal balance hereof from time to time outstanding and
shall be calculated on the basis of the actual number of days elapsed over a 365&nbsp;day year.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.&nbsp;Except as provided in Section&nbsp;7.5 of the Asset Purchase Agreement (as defined in the
Security Agreement referred to below), principal and interest shall be payable in lawful money of
the United States, by wire transfer, to the account of the Holder which Holder shall designate in
writing to the Maker from time to time. Until the Maturity Date, or earlier if the maturity is
accelerated prior thereto, principal and interest shall be due and payable in an initial
installment of $250,000 due and payable on the date hereof and eight (8)&nbsp;equal quarterly
installments with each such installment in the combined amount of $106,118.18<B>. </B>If not accelerated
prior thereto in accordance with the terms hereof, seven (7)&nbsp;quarterly installments of principal
and accrued interest shall be due and payable beginning on December&nbsp;21, 2009 and the eighth
(8<sup>th</sup>) installment, together with all then accrued and unpaid interest hereon, shall be
due and payable on the Maturity Date. If the date upon which any payment hereunder is due is not a
business day, such payment shall be made on the next succeeding business day. Notwithstanding
anything contained herein to the contrary, the obligation of Maker to make any payments under this
Note shall be subject to the off-set rights set forth in Section&nbsp;7.5 of the Asset Purchase
Agreement (as defined below) and no such exercise of these rights by Maker shall be deemed an Event
of Default (as defined below).


<P align="left" style="font-size: 12pt; text-indent: 4%">4.&nbsp;If not accelerated or prepaid prior thereto in accordance with the terms hereof, the full
principal balance of this Note shall be due and payable on September&nbsp;21, 2011 (the &#147;Maturity
Date&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">5.&nbsp;The Maker waives presentment, demand, protest and notice of protest and all requirements
necessary to hold it liable as Maker. Any failure of the Holder to exercise any right hereunder
shall not be construed as a waiver of the right to exercise the same or any other right at any time
and from time to time thereafter.


<P align="left" style="font-size: 12pt; text-indent: 4%">6.&nbsp;This Note may be prepaid in full or in part at any time without premium or penalty;
<U>provided</U>, <U>however</U>, that any and all prepayments shall be applied first to any costs
and expenses then due to the Holder, then to accrued and unpaid interest, and then to outstanding
principal payments due, in the order of maturity.


<P align="left" style="font-size: 12pt; text-indent: 4%">7.&nbsp;As used in this Note, the term &#147;Obligations&#148; shall mean (i)&nbsp;the principal balance of and
accrued interest on this Note; and (ii)&nbsp;all other obligations and liabilities arising under this
Note or under the Security Agreement (referred to hereinbelow).


<P align="left" style="font-size: 12pt; text-indent: 4%">8.&nbsp;The following shall constitute an event of default (each an &#147;Event of Default&#148;):


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;Any failure to make payment of principal or interest under this Note when due for more
than five (5)&nbsp;business days after the due date of such amount; or


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;The Maker or any subsidiary of Maker shall: (i)&nbsp;make an assignment for the benefit of
creditors, file a petition in bankruptcy, petition or apply to any tribunal for the appointment of
a custodian, receiver or any trustee, or a substantial part of any of its properties or assets, or
shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of
debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in
effect; or if there shall have been filed any such petition or application, or any such proceeding
shall have been commenced against the Maker in which an order for relief is entered or which
remains undismissed for a period of ninety (90)&nbsp;days or more; or the Maker by any act or omission
shall indicate its consent to, approval of or fail to timely object to any such petition,
application or proceeding or order for relief or the appointment of a custodian, receiver, or any
trustee for the Maker or any substantial part of any of its properties or assets, or shall suffer
any such custodianship, receivership or trusteeship to continue undischarged for a period of ninety
(90)&nbsp;days or more; (ii)&nbsp;generally not pay its debts as such debts become due or admit in writing
its inability to pay its debts as they mature; or (iii)&nbsp;be &#147;insolvent&#148;, as such term is defined in
the Bankruptcy Code, &#167; 11 U.S.C. &#167; 101(31).


<P align="left" style="font-size: 12pt; text-indent: 4%">Upon the occurrence of an Event of Default which shall be continuing, the Holder may take any
or all of the following actions: (i)&nbsp;declare the Obligations to be due and payable and (ii)&nbsp;take
any and all actions and pursue any and all remedies when and as may be permitted by this Note or
the Security Agreement or by applicable law.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.&nbsp;EACH OF THE MAKER AND THE HOLDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES
ANY RIGHT IT OR THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT
LIMITED TO ANY CLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER, OR IN CONNECTION
WITH THIS NOTE, OR THE TRANSACTIONS CONTEMPLATED HEREIN.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Maker hereby specifically authorizes any action brought upon the enforcement of this Note
by the Holder to be instituted and prosecuted in the State or Federal courts located in Miami-Dade
County, Florida. The Maker hereby consents and submits to the personal jurisdiction of the State
and Federal courts located in Miami-Dade County, Florida in any action instituted by the Holder
arising under or related to this Note.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.&nbsp;This is the &#147;Note&#148; referred to in (i)&nbsp;that certain Security Agreement dated the date of
this Note, by and among the Maker and the Holder (the &#147;Security Agreement&#148;) and (ii)&nbsp;the Asset
Purchase Agreement as defined in the Security Agreement. This Note is secured by the Collateral
referred to in the Security Agreement, reference to which is hereby made for a description of the
Collateral and the rights of the Holder in respect of such Collateral.


<P align="left" style="font-size: 12pt; text-indent: 4%">11.&nbsp;This Note is to be construed and enforced according to the internal laws of the State of
Florida, without giving effect to principles of conflict of laws.


<P align="left" style="font-size: 12pt; text-indent: 4%">12.&nbsp;Each provision of this Note is intended to be severable and the invalidity or illegality
of any portion of this Note shall not affect the validity or legality of the remainder hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">13.&nbsp;This Note is not assignable or otherwise transferable by the Maker nor are its obligations
hereunder assumable without the prior consent of the Holder, unless the Maker agrees to remain
liable for all the Obligations. This Note is non-negotiable and may not be assigned or otherwise
transferred by the Holder without the prior consent of the Maker.


<P align="left" style="font-size: 12pt"><B>MAKER:</B>


<P align="left" style="font-size: 12pt">Castle Brands Inc.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
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    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="86%">&nbsp;</TD>
</TR>

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<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:<BR>
Name:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ Alfred J. Small<BR>
Alfred J. Small</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Title:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Senior Vice President, Chief Financial Officer, Treasurer and Secretary</TD>
</TR>
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</TABLE>
</DIV>



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<TYPE>EX-4.2
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<DESCRIPTION>EX-4.2
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>EXHIBIT 4.2</B></FONT>



<P align="center" style="font-size: 12pt"><U><B>SECURITY AGREEMENT</B></U>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>THIS SECURITY AGREEMENT </B>(this &#147;<U>Agreement</U>&#148;) is made and entered into as of the 21st day
of September, 2009 by and between Castle Brands Inc., a Delaware corporation (the &#147;<U>Maker</U>&#148;),
and Betts & Scholl, LLC, a Florida limited liability company (the &#147;<U>Holder</U>&#148;).


<P align="center" style="font-size: 12pt"><B>W I T N E S S E T H</B>:



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>WHEREAS</B>, the Maker and the Holder are parties to that certain Asset Purchase Agreement, dated
September&nbsp;21, 2009 (the &#147;<U>Asset Purchase Agreement</U>&#148;), pursuant to which the Maker&#146;s
subsidiary, Castle Brands (USA)&nbsp;Corp., will concurrently herewith purchase from the Holder certain
assets; and


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>WHEREAS</B>, also concurrently herewith, the Maker will become indebted to the Holder in the
amount of $1,084,816.98 (the &#147;<U>Indebtedness</U>&#148;), which Indebtedness is represented by that
certain Secured Non-Negotiable Promissory Note, dated of even date herewith (the &#147;<U>Note</U>&#148;);
and


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>WHEREAS</B>, the Maker has agreed to grant to the Holder a security interest in certain assets of
the Maker to secure the Indebtedness.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>NOW, THEREFORE</B>, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Maker and the
Holder hereby agree as follows:


<P align="left" style="font-size: 12pt; text-indent: 4%">1.&nbsp;<U>Creation of Security Interest in Collateral</U>. The Maker hereby grants a continuing
security interest to the Holder in and to the Inventory (as defined in the Asset Purchase
Agreement), which is referred to herein collectively as the &#147;<U>Collateral</U>&#148; from the date
hereof through the Termination Date. The Collateral is pledged, assigned and transferred, and a
first priority lien security interest therein is granted to the Holder as security for the payment
and performance by the Maker as and when due and payable (by scheduled maturity, acceleration or
otherwise) of all amounts owing by Maker pursuant the Note.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.&nbsp;<U>Financing Statements</U>. The Maker will join with the Holder in the execution and
filing of appropriate financing statements or other documents under the Uniform Commercial Code of
the State of California (the &#147;<U>UCC</U>&#148;) and/or the laws of the Commonwealth of Australia, and
at all times the Maker will do, execute, acknowledge and deliver, and will cause to be done,
executed, acknowledged and delivered, itself and by any corporation or person obligated to the
Maker so to do, all and every such further acts, deeds, and assurances as the Holder shall
reasonably require for the better assuring, perfecting and confirming unto the Holder, the security
interest in the Collateral.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.&nbsp;<U>Use of Collateral</U>. In the absence of an Event of Default (as hereinafter defined),
the Maker shall have all rights to retain possession of and use the Collateral and the proceeds
thereof and to sell or otherwise dispose of the Inventory in the ordinary course of business.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.&nbsp;<U>Maintenance of Books and Records</U>. During the term of this Agreement, the Maker
shall maintain its books, accounts and records related to the Collateral in accordance with GAAP
and permit the Holder, its officers and its designated professionals, at any time during normal
business hours and upon reasonable notice to visit and inspect the Collateral, books, accounts and
records and to discuss its accounts, books and records with the Holder, it being agreed that unless
an Event of Default shall have occurred and be continuing, there shall be no more than two (2)&nbsp;such
visits in any twelve month period. Maker shall not remove its books and records from its current
principal executive offices, 122 East 42nd Street, Suite&nbsp;4700, New York, New York 10168, without
prior notification to the Holder; <U>provided</U>, <U>however</U>, that the filing by the Maker
of any publicly-available report with the United States Securities and Exchange Commission
designating new principal executive offices of the Maker shall constitute notice for purposes of
this Section&nbsp;4.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.&nbsp;<U>Holder Appointed Attorney-in-Fact</U>. Upon the occurrence and during the continuance
of an Event of Default, with notice to the Maker, the Maker hereby irrevocably constitutes and
appoints the Holder as the Maker&#146;s true and lawful attorney-in-fact, with full power of
substitution, to execute, acknowledge and deliver any instruments and to exercise and enforce every
right, power, remedy, option and privilege of the Maker with respect to the Collateral, including
the right to demand, collect, receive, settle, compromise, sue for, foreclose or realize the
Collateral as and when the Holder may determine, and do in the name, place and stead of the Maker,
all such acts, things and deeds for and on behalf of and in the name of the Maker which the Maker
could or might do or which the Holder may deem necessary or desirable to more fully vest in the
Holder the rights and remedies provided for herein and to accomplish the purposes of this
Agreement, including the right to notify account debtors and obligors on any of the Collateral to
make payments directly to Holder. The foregoing power of attorney is irrevocable and coupled with
an interest.


<P align="left" style="font-size: 12pt; text-indent: 4%">6.&nbsp;<U>Reasonable Care</U>. The Holder shall be deemed to have exercised reasonable care in
the custody and retention of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which the Holder accorded the Collateral immediately prior to
the date hereof, including maintaining, at Maker&#146;s cost and expense, insurance in reasonable form,
substance and amounts.


<P align="left" style="font-size: 12pt; text-indent: 4%">7.&nbsp;<U>Representations and Warranties, Covenants and Agreements</U>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;The Maker represents and warrants that:


<P align="left" style="font-size: 12pt; text-indent: 12%">(i)&nbsp;The Maker has not made or filed any other lien, encumbrance, security agreement or
financing statement, other than those herein created, covering the Collateral or any part thereof
in which the Maker purports to grant a security interest hereunder, and the Maker has not created,
attached or perfected any security interest, other than the one herein created, in the Collateral
or any part thereof.


<P align="left" style="font-size: 12pt; text-indent: 12%">(ii)&nbsp;The Maker is the sole legal, registered, record and beneficial owner of the Collateral in
which the Maker purports to grant a security interest hereunder, having good title thereto free and
clear of any and all liens and encumbrances, subject to the Holder&#146;s proper conveyance of the
Collateral to the Maker; and


<P align="left" style="font-size: 12pt; text-indent: 12%">(iii)&nbsp;The Maker has the full power, right and authority to enter into this Agreement, to grant
the security interest granted herein to the Holder and to carry out the transactions contemplated
by this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;The Maker shall:


<P align="left" style="font-size: 12pt; text-indent: 12%">(i)&nbsp;promptly furnish the Holder with any information or documents which the Holder may
reasonably request concerning the Collateral;


<P align="left" style="font-size: 12pt; text-indent: 12%">(ii)&nbsp;promptly notify the Holder of any material claim, action or proceeding affecting title,
or any other matter relating to the Collateral, or any part thereof, or the security interest
created herein, and at the Holder&#146;s request, appear in and defend, at the Maker&#146;s expense, any such
claim, action or proceeding, provided that such claim, action or proceeding is not caused by or the
fault of the Holder or in existence prior to date hereof;


<P align="left" style="font-size: 12pt; text-indent: 12%">(iii)&nbsp;promptly make such further assurances and take such further actions as may be reasonably
necessary to establish proof of the Maker&#146;s title to the Collateral and/or to protect the Holder&#146;s
interest in the Collateral, provided that such actions or assurances are not necessitated or caused
by or the fault of the Holder or in existence prior to date hereof; and


<P align="left" style="font-size: 12pt; text-indent: 12%">(iv)&nbsp;not, without the Holder&#146;s prior written consent, (A)&nbsp;create any other security interest
in, assign, pledge or otherwise encumber the Collateral or any part thereof, or (B)&nbsp;permit any part
of the Collateral to be or become subject to any lien, attachment, execution, sequestration, other
legal or equitable process, or encumbrance of any kind or character other than the security
interests created by this Agreement and the rights of the Maker pursuant to Section&nbsp;3 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.&nbsp;<U>Event of Default</U>. The following shall constitute an &#147;<U>Event of Default</U>&#148;
hereunder:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;If an &#147;Event of Default&#148; occurs under the terms of the Note and the Maker shall have
failed to cure such Event of Default within any applicable cure period; or


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;If the Maker shall fail to perform any material covenant or agreement set forth herein and
the Maker shall not have cured such failure within ten days after receipt of written notice thereof
from the Holder.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.&nbsp;<U>Remedies</U>. If any Event of Default shall have occurred and be continuing:


<P align="left" style="font-size: 12pt; text-indent: 8%">(a)&nbsp;In addition to all other rights and remedies granted to it under this Agreement, the Note
or other applicable law, if any Event of Default shall have occurred and be continuing, the Holder
may exercise all rights and remedies of a secured party under the UCC.


<P align="left" style="font-size: 12pt; text-indent: 8%">(b)&nbsp;Any surplus of such cash or cash proceeds held by the Holder and remaining after payment
in full of the Indebtedness shall be paid over to the Maker.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.&nbsp;<U>Termination</U>. This Agreement shall terminate automatically upon the complete and
final satisfaction in full of all Indebtedness under the Note (the &#147;Termination Date&#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">11.&nbsp;<U>Expenses</U>. The Maker will pay to the Holder the amount of any reasonable expenses,
including the reasonable fees and expenses of its counsel, which the Holder may incur in connection
with the exercise or enforcement of any of the rights of the Holder hereunder upon an Event of
Default.


<P align="left" style="font-size: 12pt; text-indent: 4%">12.&nbsp;<U>Amendments, Etc</U>. No amendment or waiver of any provision of this Agreement nor
consent to any departure by the Maker herefrom shall in any event be effective unless the same
shall be in writing and signed by the Holder and then such waiver or consent shall be effective
only in the specific instances and for the specific purpose for which given.


<P align="left" style="font-size: 12pt; text-indent: 4%">13.&nbsp;<U>No Waiver; Cumulative Remedies</U>. No failure on the part of the Holder to exercise,
and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right, power or remedy by the Holder preclude
any other or further exercise thereof or the exercise of any other right, power or remedy. All
remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.


<P align="left" style="font-size: 12pt; text-indent: 4%">14.&nbsp;<U>Severability</U>. If any provision of this Agreement or the application thereof to
any party hereto or circumstances shall be invalid or unenforceable to any extent, the remainder of
this Agreement and the application of such provisions to any other party thereto or circumstances
shall not be affected thereby and shall be enforced to the greatest extent permitted by law.


<P align="left" style="font-size: 12pt; text-indent: 4%">15.&nbsp;<U>Notices</U>. All notices, requests, demands and other communications required or
permitted to be given hereunder shall be made in accordance with the terms of Section&nbsp;8.3 of the
Asset Purchase Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">16.&nbsp;<U>Counterparts</U>. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered will be an original, but all such
counterparts will together constitute one and the same instrument. Each counterpart may consist of
a number of copies, facsimiles or facsimiles of copies hereof each signed by less than all, but
together signed by all of the parties hereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">17.&nbsp;<U>Governing Law and Jurisdiction</U>. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of Florida, without giving effect to principles
of conflict of laws, and shall inure to the benefit of and be binding upon the successors and
assigns of the parties hereto. Each of the Maker and the Holder hereby specifically authorize any
action brought upon the enforcement of this Agreement by the other to be instituted and prosecuted
in the State or Federal courts located in Miami-Dade County, Florida. Each of the Maker and the
Holder hereby specifically consents and submits to the personal jurisdiction of the State and
Federal courts located in Miami-Dade County, Florida in any action instituted by the other arising
under or related to this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">EACH OF THE MAKER AND THE HOLDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY
RIGHT IT OR THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT
LIMITED TO ANY CLAIMS, CROSS CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER, OR IN CONNECTION
WITH THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREIN.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>IN WITNESS WHEREOF, </B>the parties hereto have caused this Agreement to be duly executed as of
the date first written above.



<P align="left" style="margin-left:25%; font-size: 12pt"><B>MAKER</B>



<P align="left" style="margin-left:25%; font-size: 12pt">CASTLE BRANDS INC.



<P align="left" style="margin-left:25%; font-size: 12pt">By: <U>/s/ Alfred J. Small</U><BR>
Name: Alfred J. Small<BR>
Title: Senior Vice President and CFO<BR>



<P align="left" style="margin-left:25%; font-size: 12pt"><B>HOLDER</B>



<P align="left" style="margin-left:25%; font-size: 12pt">BETTS & SCHOLL, LLC



<P align="left" style="margin-left:25%; font-size: 12pt">By: <U>/s/ Dennis Scholl</U><BR>
Name: Dennis Scholl<BR>
Title: Member<BR>



<P align="center" style="font-size: 10pt; display: none">




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<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt"><img src="e27336-926514323239b39207_1.jpg"> <B>EXHIBIT 99.1</B></FONT>


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="14%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD align="left" valign="top">Contact:
</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Paul Caminiti/Jonathan Doorley<BR>
Sard Verbinnen &#038; Co<BR>
212/687-8080
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Mira M. Bieler<BR>
Bieler Communications<BR>
415/990-9121</TD>
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</DIV>


<P align="center" style="font-size: 12pt"><FONT style="font-size: 13pt"><B>CASTLE BRANDS ACQUIRES PREMIUM WINE MAKER BETTS & SCHOLL</B></FONT>



<P align="center" style="font-size: 13pt"><B><I>Richard Betts to Lead Newly Formed Castle Brands Fine Wine Division;<BR>
Dennis Scholl Joins Castle Brands Board of Directors</I></B></FONT><BR>
<FONT style="font-size: 12pt"><B>_______________________________________________________________________</B></FONT>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>NEW YORK, NY, September&nbsp;22, 2009 &#151; </B>Castle Brands Inc. (NYSE Amex: ROX) announced today that
it has acquired the assets of Betts & Scholl LLC, a premium wine maker formed in 2003 by Master
Sommelier Richard Betts and Dennis Scholl. Pursuant to the transaction, Castle Brands issued to
the sellers a total of 7.14&nbsp;million shares of Castle Brands Common Stock and approximately $1.1
million of cash and notes. Dennis Scholl has joined the Castle Brands Board of Directors, where he
will serve as an independent director, and Richard Betts has joined Castle Brands as a Vice
President and head of its newly-formed Fine Wine Division.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Fine Wine Division has been created to market and sell a select portfolio of premium wines
from around the world. As part of its fine wine strategy, Castle Brands will seek to recruit and
represent the wines of a small number of premium, like-minded brand owners and wineries. The goal
is to establish enough high quality wine expressions to provide a reasonable offering to customers
but limited in number so each brand receives the attention it deserves. The division will take
advantage of Castle Brands&#146; existing infrastructure, including its distribution system.


<P align="left" style="font-size: 12pt; text-indent: 4%">John Glover, Chief Operating Officer of Castle Brands, said, &#147;We are very excited that Richard
and Dennis will be joining Castle Brands and that we will be distributing Betts & Scholl&#146;s premier
products going forward. Together, Richard and Dennis have forged relationships with growers and
winemakers around the world to produce complex, balanced wines true to their terroir. Their
collaboration has shown a flair for memorable winemaking, innovation, and creative marketing
approaches such as art-as-packaging. Richard is a well-known Master Sommelier and celebrity in
wine and food circles and the addition of Richard and Dennis gives instant credibility to Castle
Brands&#146; efforts in the wine industry.&#148;


<P align="left" style="font-size: 12pt; text-indent: 4%">Dennis Scholl added, &#147;Betts & Scholl has been a great partnership. We like to call it
&#145;Richard and Dennis&#146; wild ride.&#146; Now we&#146;ve reached a critical tipping point: either we have to grow
internally or seek a strategic partner to help us take our wines to the next level. Castle Brands
is the missing link.&#148;


<P align="left" style="font-size: 12pt; text-indent: 4%">Each bottle of Betts & Scholl features the artwork of internationally renowned contemporary
artists, a specialty of art collector and entrepreneur Dennis Scholl. Betts & Scholl wines include
Grenache, Syrah and Riesling from Australia, Syrah from California, and Hermitage Blanc and Rouge
from France. For additional information, see <U>www.bettsandscholl.com</U>.


<P align="left" style="font-size: 12pt"><U>About Castle Brands Inc. </U>


<P align="left" style="font-size: 12pt; text-indent: 4%">Castle Brands is an emerging developer and international marketer of premium branded spirits
within five categories of the spirits industry: vodka, rum, whiskey, liqueurs and tequila. Castle
Brands&#146; portfolio includes, Boru&#174; Vodka, Gosling&#146;s Rum&#174;, Pallini&#174;
Limoncello</FONT><FONT style="font-size: 10pt"><sup>TM</FONT><FONT style="font-size: 12pt"></sup>, Raspicello</FONT><FONT style="font-size: 10pt"><sup>TM</FONT><FONT style="font-size: 12pt"></sup> and
Peachcello</FONT><FONT style="font-size: 10pt"><sup>TM</FONT><FONT style="font-size: 12pt"></sup>, Knappogue Castle Whiskey&#174;, Clontarf&#174; Irish Whiskey,
Jefferson&#146;s</FONT><FONT style="font-size: 10pt"><sup>TM</FONT><FONT style="font-size: 12pt"></sup>, Jefferson&#146;s Presidential Select</FONT><FONT style="font-size: 10pt"><sup>TM</FONT><FONT style="font-size: 12pt"></sup> and
Jefferson&#146;s Reserve&#174; Bourbon, Sam Houston&#174; Bourbon, Celtic Crossing&#174; Liqueur, Brady&#146;s&#174; Irish Cream
and Tierras</FONT><FONT style="font-size: 10pt"><sup>TM</FONT><FONT style="font-size: 12pt"></sup> tequila. Additional information concerning the company is
available on the company&#146;s website, <U>www.castlebrandsinc.com</U>.
</FONT>

<P align="left" style="font-size: 12pt"><U>Forward Looking Statements </U>


<P align="left" style="font-size: 12pt; text-indent: 4%">This press release includes statements of our expectations, intentions, plans and beliefs that
constitute &#147;forward looking statements&#148; within the meaning of Section&nbsp;27A of the Securities Act of
1933 and Section&nbsp;21E of the Securities Exchange Act of 1934 and are intended to come within the
safe harbor protection provided by those sections. These statements, which involve risks and
uncertainties, related to the discussion of our business strategies and our expectations concerning
future operations, margins, profitability, liquidity and capital resources and to analyses and
other information that are based on forecasts of future results and estimates of amounts not yet
determinable. You can identify these and other forward-looking statements by the use of such words
as &#147;may,&#148; &#147;will,&#148; &#147;should,&#148; &#147;expects,&#148; &#147;intends,&#148; &#147;plans,&#148; &#147;anticipates,&#148; &#147;believes,&#148; &#147;thinks,&#148;
&#147;estimates,&#148; &#147;seeks,&#148; &#147;expects,&#148; &#147;predicts,&#148; &#147;could,&#148; &#147;projects,&#148; &#147;potential&#148; and other similar
terms and phrases, including references to assumptions. These forward looking statements are made
based on expectations and beliefs concerning future events affecting us and are subject to
uncertainties, risks and factors relating to our operations and business environments, all of which
are difficult to predict and many of which are beyond our control, that could cause our actual
results to differ materially from those matters expressed or implied by these forward looking
statements. More information about these and other factors are described under the caption &#147;Risk
Factors&#148; in Castle Brands&#146; Annual Report on Form 10-K, as amended, for the year ended March&nbsp;31,
2009, and its Quarterly Report on Form 10-Q for the quarter ended June&nbsp;30, 2009, filed with the
Securities and Exchange Commission.


<P align="left" style="font-size: 12pt; text-indent: 4%">When considering these forward looking statements, you should keep in mind the cautionary
statements in this press release and the documents incorporated by reference. New risks and
uncertainties arise from time to time, and we cannot predict those events or how they may affect
us. We assume no obligation to update any forward looking statements after the date of this press
release as a result of new information, future events or developments, except as required by the
federal securities laws.



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end
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</SUBMISSION>
