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Exhibit 10.28
NOTE: PORTIONS OF THIS EXHIBIT ARE THE
SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST BY
THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH
PORTIONS
HAVE BEEN REDACTED AND ARE MARKED WITH A "[*]" IN PLACE OF THE
REDACTED
LANGUAGE.
AMENDMENT TO SUPPLY AGREEMENT AND CONSENT
This Amendment and Consent, dated as of March 1, 2003, to
Supply
Agreement, dated as of January 19, 1998, by and between Carbery
Milk
Products Limited, a company incorporated in Ireland (the
"Supplier")
and Castle
Brands Spirit Company Limited, a company incorporated in
Ireland
(formerly The Roaring Water Bay Spirits Company Limited) (the
"Customer");
WITNESSETH:
THAT WHEREAS, the Customer and Supplier are parties to that
certain
Supply Agreement, dated January 19, 1998 (the "Supply
Agreement");
WHEREAS, the Supplier and the Customer wish to extend the
Supply
Agreement and confirm the price of products as defined in the
Supply
Agreement;
WHEREAS, pursuant to Section 15.1 of the Supply Agreement, the
Customer
wishes to obtain the consent of Supplier to disclose certain
information regarding the Supply Agreement and this Amendment to
Supply
Agreement
in the prospectus and the Registration Statement on Form S-1 to
be filed
by Castle Brands Inc. ("Castle Brands") with the Securities and
Exchange
Commission in connection with Castle Brands' initial public
offering;
and
NOW, THEREFORE, in consideration of the mutual covenants and
other good
and valuable consideration, the receipt and sufficiency of
which is
hereby acknowledged, the parties agree as follows:
1. Commencing with March 1, 2003 and continuing through December
31,
2008, the price of products supplied by the
Supplier shall be */lpa.
2. Section 12.1 of the Supply Agreement is deleted and replaced
in
its entirety with the following: "This
Agreement, subject to the following
provisions of this clause, shall continue
through December 31, 2008, thereafter
renewable on terms to be agreed by the
parties."
3. Section 12.2.7 of the Supply Agreement is hereby deleted.
4. Section 12.6 of the Supply Agreement is hereby deleted.
5. Schedule 2 (1) of the Supply Agreement is hereby deleted and
replaced in its entirety with the
following: "Bulk Spirit, on ordering is
produced to Castle Brands Spirits Company
Limited specifications, including Bulk
Spirit distillation of at least five times,
from the
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Supplier, Carbery Milk Products."
6. Schedule 3 of the Supply Agreement is hereby amended by
addition
of the following phrase: "commencing on
March 1, 2003 ____________________
*/lpa.
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7. Except as expressly set forth herein the Supply Agreement is
ratified and confirmed as amended
hereby.
8. In connection with the Castle Brands' initial public
offering,
Supplier hereby consents to the use of
Supplier's name, the filing of the Supply
Agreement and this Amendment and Consent
and the inclusion of additional rela
