EXHIBIT 10.35





Executive
      Employment Agreement




1.  Employment. 
      Employer agrees to employ Executive and Executive accepts such employment for
      the period effective as of August 1, 2005 and ending upon his separation
      pursuant to Section 1(c) hereof (the “Employment
      Period”).




(a)  Position
      and Duties.




(i)  During
      the Employment Period, Executive shall serve as the Secretary & General
      Counsel of Employer and shall have the normal duties, responsibilities and
      authority implied by such position, subject to the power of the Chief Executive
      Officer of Employer and the Board to expand or limit such duties,
      responsibilities and authority and to override such actions.




(ii)  Executive
      shall report to the Chief Executive Officer of Employer, and Executive shall
      devote his best efforts and his full business time and attention to the business
      and affairs of the Company, Employer and their Subsidiaries.




(b)  Salary,
      Bonus and Benefits.  During the Employment Period, Employer will pay
      Executive a base salary of $300,000 per annum (the “Annual Base
      Salary”). In addition, the Executive shall be eligible for and participate
      in the Annual Incentive Compensation Plan (the “Annual Bonus”) under which the
      Executive shall be eligible for an annual Target Bonus payment of 45% of annual
      base salary with a maximum of 90% of annual salary. All provisions of the Annual
      Bonus as approved by the Board of Directors will apply. During fiscal year
      beginning April 1, 2005, the Board shall develop a new Long Term Incentive
      Compensation program which may incorporate subjective and/or objective criteria
      for bonus achievement, which program will be proportionately applicable to
      Executive as determined by the Board. In addition, during the Employment Period,
      Executive will be entitled to such other benefits approved by the Board and
      made
      available to the senior management of the Company, Employer and their
      Subsidiaries, which shall include vacation time (in an amount consistent with
      past practice) and medical, dental, life and disability insurance. The Board,
      on
      a basis consistent with past practice, shall review the Annual Base Salary
      of
      Executive and may increase the Annual Base Salary by such amount as the Board,
      in its sole discretion, shall deem appropriate. The term “Annual Base Salary” as
      used in this Agreement shall refer to the Annual Base Salary as it may be so
      increased.




(c)  Separation. 
      The Employment Period will continue until (i) Executive’s death, disability or
      resignation from employment with the Company, Employer and their respective
      Subsidiaries or (ii) the Company, Employer and their respective Subsidiaries
      decide to terminate Executive’s employment with or without Cause. If (A)
      Executive’s employment is terminated without Cause pursuant to clause (ii) above
      or (B) Executive resigns from employment with the Company, Employer or any
      of
      their respective Subsidiaries for Good Reason, then during the period commencing
      on the date of termination of the Employment Period and ending on the first
      anniversary of the date of termination (the “Severance Period”), Employer
      shall pay to Executive, in equal installments on the Employer’s regular salary
      payment dates, an aggregate amount equal to (I) his Annual Base Salary, plus
      (II) an amount equal to the annual bonus, if any, paid or payable to Executive
      by Employer for the last fiscal year ended prior to the date of termination.
      In
      addition, if Executive is entitled on the date of termination to coverage under
      the medical and prescription portions of the Welfare Plans, such coverage
      shall


provided COBRA provided Section 1(c) Section
        1 1(c) Section 2 Section
        3 provided that Section 1(c)





2.  Confidential
        Information.




(a)  Obligation
      to Maintain Confidentiality.  Executive acknowledges that the
      information, observations and data (including trade secrets) obtained by him
      during the course of his performance under this Agreement concerning the
      business or affairs of the Company, Employer and their respective Subsidiaries
      and Affiliates (“Confidential Information”) are the property of the
      Company, Employer, or such Subsidiaries and Affiliates, including information
      concerning acquisition opportunities in or reasonably related to the Company’s
      and Employer’s business or industry of which Executive becomes aware during the
      Employment Period. Therefore, Executive agrees that he will not disclose to
      any
      unauthorized Person or use for his own account (for his commercial advantage
      or
      otherwise) any Confidential Information without the Board’s written consent,
      unless and to the extent that the Confidential Information, (i) becomes
      generally







known
      to
      and available for use by the public other than as a result of Executive’s acts
      or omissions to act, (ii) was known to Executive prior to Executive’s employment
      with Employer, the Company or any of their Subsidiaries and Affiliates or (iii)
      is required to be disclosed pursuant to any applicable law, court order or
      other
      governmental decree. Executive shall deliver to the Company at a Separation,
      or
      at any other time the Company may request, all memoranda, notes, plans, records,
      reports, computer tapes, printouts and software and other documents and data
      (and copies thereof) relating to the Confidential Information, Work Product
      (as
      defined below) or the business of the Company, Employer and their respective
      Subsidiaries and Affiliates (including, without limitation, all acquisition
      prospects, lists and contact information) which he may then possess or have
      under his control.




(b) Ownership
      of Property.  Executive acknowledges that all discoveries, concepts,
      ideas, inventions, innovations, improvements, developments, methods, processes,
      programs, designs, analyses, drawings, reports, patent applications,
      copyrightable work and mask work (whether or not including any Confidential
      Information) and all registrations or applications related thereto, all other
      proprietary information and all similar or related information (whether or
      not
      patentable) that relate to the Company’s, Employer’s or any of their respective
      Subsidiaries’ or Affiliates’ actual or anticipated business, research and
      development, or existing or future products or services and that are conceived,
      developed, contributed to, made, or reduced to practice by Executive (either
      solely or jointly with others) while employed by the Company, Employer or any
      of
      their respective Subsidiaries or Affiliates (including any of the foregoing
      that
      constitutes any proprietary information or records) (“Work Product”)
      belonging to the Company, Employer or such Subsidiary or Affiliate and Executive
      hereby assigns, and agrees to assign, all of the above Work Product to the
      Company, Employer or to such Subsidiary or Affiliate. Any copyrightable work
      prepared in whole or in part by Executive in the course of his work for any
      of
      the foregoing entities shall be deemed a “work made for hire” under the
      copyright laws, and the Company, Employer or such Subsidiary or Affiliate shall
      own all rights therein. To the extent that any such copyrightable work is not
      a
“work made for hire,” Executive hereby assigns and agrees to assign to the
      Company, Employer or such Subsidiary or Affiliate all right, title, and
      interest, including without limitation, copyright in and to such copyrightable
      work. Executive shall promptly disclose such Work Product and copyrightable
      work
      to the Board and perform all actions reasonably requested by the Board (whether
      during or after the Employment Period) to establish and confirm the Company’s,
      Employer’s or such Subsidiary’s or Affiliate’s ownership (including, without
      limitation, assignments, consents, powers of attorney, and other
      instruments).




(c)  Third
      Party Information.  Executive understands that the Company, Employer
      and their respective Subsidiaries and Affiliates will receive from third parties
      confidential or proprietary information (“Third Party Information”)
      subject to a duty on the Company’s, Employer’s and their respective
      Subsidiaries’ and Affiliates’ part to maintain the confidentiality of such
      information and to use it only for certain limited purposes. During the
      Employment Period and thereafter, and without in any way limiting the provisions
      of Section2(a) above, Executive will hold Third Party Information
      in the strictest confidence and will not disclose to anyone (other than
      personnel and consultants of the Company, Employer or their respective
      Subsidiaries and Affiliates who need to know such information in connection
      with
      their work for the Company, Employer or any of their respective Subsidiaries
      and
      Affiliates) or use, except in connection with his work for the Company, Employer
      or any of their respective Subsidiaries and Affiliates,




Third
        Party Information unless expressly authorized by a member of the Board (other
        than himself if Executive is on the Board) in writing.





(d)  Use
      of Information of Prior Employers.  During the Employment Period and
      thereafter, Executive will not improperly use or disclose any confidential
      information or trade secrets, if any, of any former employers or any other
      Person to whom Executive has an obligation of confidentiality, and will not
      bring onto the premises of the Company, Employer or any of their respective
      Subsidiaries or Affiliates any unpublished documents or any property belonging
      to any former employer or any other Person to whom Executive has an obligation
      of confidentiality unless consented to in writing by the former employer or
      Person. Executive will use in the performance of his duties only information
      which is (i) generally known and used by persons with training and experience
      comparable to Executive’s and which is (x) common knowledge in the industry or
      (y) otherwise legally in the public domain, (ii) otherwise provided or developed
      by the Company, Employer or any of their respective Subsidiaries or Affiliates
      or (iii) in the case of materials, property or information belonging to any
      former employer or other Person to whom Executive has an obligation of
      confidentiality, approved for such use in writing by such former employer or
      Person.




3.  Non-competition
      and No Solicitation.  Executive acknowledges that in the course of his
      employment with Employer he will become familiar with the Company’s, Employer’s
      and their respective Subsidiaries’ trade secrets and with other confidential
      information concerning the Company, Employer and such Subsidiaries and that
      his
      services will be of special, unique and extraordinary value to the Company,
      Employer and such Subsidiaries. Therefore, Executive agrees that:




(a)  Non-competition. 
      During the Employment Period and also during the period commencing on the date
      of termination of the Employment Period and ending on the first anniversary
      of
      the date of termination, he shall not without the express written consent of
      the
      Company, anywhere in the United States, directly or indirectly, own, manage,
      control, participate in, consult with, render services for, or in any manner
      engage in any business (i) competing with a brand of the Company, Employer,
      Medtech Products, Inc., The Denorex Company, The Spic and Span Company, The
      Comet Products Corporation, Prestige Brands International, Inc., Vetco, Inc.,
      or
      any business acquired by such Persons, or any Subsidiaries of such Persons,
      representing 10% or more of the consolidated revenues or EBITDA of the Company
      and its Subsidiaries for the trailing 12 months ending on the last day of the
      last completed calendar month immediately preceding the date of termination
      of
      the Employment Period (collectively “The Prestige Companies”) or (ii) in which
      The Prestige Companies have conducted discussions or has requested and received
      information relating to the acquisition of such business by such Person (x)
      within one year prior to the Separation and (y) during the Severance Period,
      if
      any. Nothing herein shall prohibit Executive from being a passive owner of
      not
      more than 2% of the outstanding stock of any class of a corporation that is
      publicly traded, so long as Executive has no active participation in the
      business of such corporation.




(b)  No
      solicitation.  During the Employment Period and also during the period
      commencing on the date of termination of the Employment Period and ending on
      the
      first anniversary of the date of termination, Executive shall not directly
      or
      indirectly through another entity (i) induce or attempt to induce any employee
      of The Prestige Companies to leave the employ of the Company, Employer or any
      subsidiary, or in any







way
      interfere with the relationship between The Prestige Companies and any employee
      thereof, (ii) hire any person who was an employee of The Prestige Companies
      within 180 days after such person ceased to be an employee of the Company,
      Employer or any of their respective Subsidiaries (provided,
however, that such restriction shall not apply for a particular
      employee if the Company has provided its written consent to such hire, which
      consent, in the case of any person who was not a key employee of The Prestige
      Companies shall not be unreasonably withheld), (iii) induce or attempt to induce
      any customer, supplier, licensee or other business relation of The Prestige
      Companies to cease doing business with The Prestige Companies or in any way
      interfere with the relationship between any such customer, supplier, licensee
      or
      business relation and The Prestige Companies or (iv) directly or indirectly
      acquire or attempt to acquire an interest in any business relating to the
      business of The Prestige Companies and with which The Prestige Companies has
      conducted discussions or has requested and received information relating to
      the
      acquisition of such business by The Prestige Companies in the two year period
      immediately preceding a Separation.




(c)  Enforcement.
      If, at the time of enforcement of Section 2 or this Section 3, a
      court holds that the restrictions stated herein are unreasonable under
      circumstances then existing, the parties hereto agree that the maximum duration,
      scope or geographical area reasonable under such circumstances shall be
      substituted for the stated period, scope or area and that the court shall be
      allowed to revise the restrictions contained herein to cover the maximum
      duration, scope and area permitted by law. Because Executive’s services are
      unique and because Executive has access to Confidential Information, the parties
      hereto agree that money damages would be an inadequate remedy for any breach
      of
      this Agreement. Therefore, in the event of a breach or threatened breach of
      this
      Agreement, the Company, Employer, their respective Subsidiaries or their
      successors or assigns may, in addition to other rights and remedies existing
      in
      their favor, apply to any court of competent jurisdiction for specific
      performance and/or injunctive or other relief in order to enforce, or prevent
      any violations of, the provisions hereof (without posting a bond or other
      security).




(d)  Additional
      Acknowledgments. Executive acknowledges that the provisions of this
Section 1 are in consideration of: (i) employment with the Employer, (ii)
      the prospective issuance of Securities by the Company pursuant to the Long
      Term
      Incentive Compensation Program and (iii) additional good and valuable
      consideration as set forth in this Agreement. In addition, Executive agrees
      and
      acknowledges that the restrictions contained in Section 2 and this
Section 3 do not preclude Executive from earning a livelihood, nor do
      they unreasonably impose limitations on Executive’s ability to earn a living. In
      addition, Executive acknowledges (i) that the business of the Company, Employer
      and their respective Subsidiaries will be conducted throughout the United
      States, (ii) notwithstanding the state of incorporation or principal office
      of
      the Company, Employer or any of their respective Subsidiaries, or any of their
      respective executives or employees (including the Executive), it is expected
      that the Company and Employer will have business activities and have valuable
      business relationships within its industry throughout the United States and
      (iii) as part of his responsibilities, Executive will be traveling throughout
      the United States in furtherance of Employer’s business and its relationships.
      Executive agrees and acknowledges that the potential harm to the Company and
      Employer of the non-enforcement of Section 2 and this Section 3
      outweighs any potential harm to Executive of its enforcement by injunction
      or
      otherwise. Executive acknowledges that he has carefully read this Agreement
      and
      has given careful consideration to the restraints imposed upon Executive by
      this
      Agreement, and is in full







accord
      as
      to their necessity for the reasonable and proper protection of confidential
      and
      proprietary information of the Company, Employer and their Subsidiaries now
      existing or to be developed in the future. Executive expressly acknowledges
      and
      agrees that each and every restraint imposed by this Agreement is reasonable
      with respect to subject matter, time period and geographical area.




IN
      WITNESS WHEREOF, the parties hereto have executed this Executive Employment
      Agreement on this 17th day of January, 2006.




PRESTIGE BRANDS HOLDINGS,
                  INC.By: /s/ Peter C.
                  MannName: Peter C. MannTitle: Chief Executive
                  Officer/s/ Charles N.
                  JollyCharles N.
                  Jolly







**DEFINITIONS**









"Cause"
      is defined as (i) your willful and continued failure to substantially perform
      your duties with the Company (other than any such failure resulting from your
      incapacity due to physical or mental illness) that has not been cured within
      10
      days after a written demand for substantial performance is delivered to you
      by
      the Board, which demand specifically identifies the manner in which the Board
      believes that you have not substantially performed your duties, (ii) the willful
      engaging by you in conduct which is demonstrably and materially injurious to
      the
      Company or its affiliates, monetarily or otherwise, (iii) your conviction (or
      plea of nolo contendere) for any felony or any other crime involving dishonesty,
      fraud or moral turpitude, (iv) your breach of fiduciary duty to the Company
      or
      its affiliates, (v) any violation of the Company's policies relating to
      compliance with applicable laws which have a material adverse effect on the
      Company or its affiliates or (vi) your breach of any restrictive covenant.
      For
      purposes of clauses (i) and (ii) of this definition, (x) no act, or failure
      to
      act, on your part shall be deemed "willful" unless done, or omitted to be done,
      by you not in good faith and without reasonable belief that your act, or failure
      to act, was in the best interest of the Company.




"Good
      Reason" is defined as, without your consent, (i) the assignment to you of any
      duties inconsistent with your status as the Company's Secretary & General
      Counsel or a substantial adverse alteration in the nature or status of the
      your
      responsibilities, unless the Company has cured such events within 10 business
      days after the receipt of written notice thereof from you, (ii) a reduction
      in
      your annual base salary or target annual bonus percentage, except for
      across-the-board salary reductions similarly affecting all senior Company
      executives, or (iii) the relocation of the Company's headquarters by more than
      30 miles.