EX-10.23.1: AMENDMENT TO LETTER AGREEMENT

Exhibit 10.23.1

[CASTLE BRANDS LOGO]

October 17, 2005

Mr. David Phelan
Executive Vice President, Castle Brands Inc.
Managing Director, Castle Brands Spirits Group Limited
Victoria House
Haddington Road
Dublin 4
Ireland

Dear Dave,

     Reference is made to the two letter agreements, dated August 4, 2005, among yourself, Castle Brands Inc. and Castle Brands Spirits Group Limited, establishing your consultancy with the companies. As discussed, this letter will confirm our agreement pursuant to which the terms of the aforesaid letter agreements are amended by changing the date October 1, 2005 to December 1, 2005 and changing the date March 31, 2006 to May 31, 2007.

     If the foregoing properly reflects our agreement, please execute a copy of this letter and return it to me whereupon this letter will become an effective amendment to the aforesaid letter agreements.

Very best regards,

Castle Brands Inc.				Castle Brands Spirits Group Limited
By:		/s/ Keith A. Bellinger		By:		/s/ Keith A. Bellinger
Name:		Keith A. Bellinger		Name:		Keith A. Bellinger
Title:		Chief Operating Officer		Title:		Director
Accepted and agreed
as of the date first written above:
/s/ David Phelan
David Phelan

570 Lexington Avenue, 29^th Floor, New York, New York 10022
Voice (646)  ###-###-####/Fax (646)  ###-###-####
www.castlebrandsinc.com