**GUARANTY**




**GUARANTY** **,** dated
      as
      of April
      6,
      2004,by
      Prestige Brands International, LLC,a
      Delaware limited liability company(the
      “*Parent*”),
      and
      each of the other entities listed on the signature pages hereof or that becomes
      a party hereto pursuant to*Section 23**(**Additional
      Guarantors**)*hereof
      (collectively, together with the Parent, the “*Guarantors*”
and
      each, individually, a “*Guarantor*”
and
      each Guarantor other than Prestige Products Holdings, Inc., the Parent and
      other
      than any other Person that is the beneficial owner of all of the Stock of the
      Borrower (as defined below), a “*Subsidiary
      Guarantor*”),
      in
      favor of each Collateral Agent, and each other Agent, Lender, Issuer and each
      other holder of an Obligation (as each such term is defined in the Credit
      Agreement referred to below) (each, a “*Guarantied
      Party*”
and,
      collectively, the “*Guarantied
      Parties*”).




**WITNESSETH:**




WHEREAS, pursuant
      to the Credit Agreement dated as of April 6, 2004 (together with all appendices,
      exhibits and schedules thereto and as the same may be amended, restated,
      supplemented or otherwise modified from time to time, the “ *Credit
      Agreement* ”;
      capitalized terms defined therein and used herein having the meanings given
      to
      them in the Credit Agreement) among Prestige
      Brands, Inc.(the
“*Borrower*”),
      the
      Parent, the Lenders and Issuers party thereto, Citicorp North America, Inc.,
      as
      agent for the Lenders and Issuers and collateral agent for the First-Priority
      Secured Parties, and as collateral agent for the Tranche C Secured Parties,
      Bank
      of America, N.A. as syndication agent for the Lenders and Issuers, and Merrill
      Lynch Capital, a division of Merrill Lynch Business Financial Services Inc.,
      as
      documentation agent for the Lenders and Issuers, the Lenders and Issuers have
      severally agreed to make extensions of credit to the Borrower upon the terms
      and
      subject to the conditions set forth therein;




WHEREAS, Parent
      is
      the sole shareholder of Prestige Products Holdings, Inc., a Delaware
      corporation, which in turn is the sole shareholder of the Borrower, and each
      Subsidiary Guarantor is a direct or indirect Subsidiary of the
      Parent;




WHEREAS ,
      each
      Guarantor will receive substantial direct and indirect benefits from the making
      of the Loans, the issuance of the Letters of Credit and the granting of the
      other financial accommodations to the Borrower under the Credit Agreement;
      and




WHEREAS ,
      a
      condition precedent to the obligation of the Lenders and the Issuers to make
      their respective extensions of credit to the Borrower under the Credit Agreement
      is that the Guarantors shall have executed and delivered this Guaranty for
      the
      benefit of the Guarantied Parties;




NOW,
      THEREFORE ,
      in
      consideration of the premises set forth above, the terms and conditions
      contained herein, and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto hereby agree
      as
      follows:




*Section 1**Guaranty*




(a)  To
      induce
      the Lenders to make the Loans and the Issuers to issue Letters of Credit, each
      Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as
      primary obligor and not merely as surety, the full and punctual payment when
      due, whether at stated maturity or earlier, by reason of acceleration, mandatory
      prepayment or otherwise in accordance herewith or any other Loan Document,
      of
      all the Obligations, whether or not from




GUARANTY
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  time
        to
        time reduced or extinguished or hereafter increased or incurred, whether
        or not
        recovery may be or hereafter may become barred by any statute of limitations,
        whether or not enforceable as against the Borrower, whether now or hereafter
        existing, and whether due or to become due, including principal, interest
        (including interest at the contract rate applicable upon default accrued
        or
        accruing after the commencement of any proceeding under the Bankruptcy Code,
        whether or not such interest is an allowed claim in such proceeding), fees
        and
        costs of collection. This Guaranty constitutes a guaranty of payment and
        not of
        collection.




(b)  Each
      Guarantor further agrees that, if (i) any payment made by Borrower or any
      other person and applied to the Obligations is at any time annulled, avoided,
      set aside, rescinded, invalidated, declared to be fraudulent or preferential
      or
      otherwise required to be refunded or repaid or (ii) the proceeds of
      Collateral are required to be returned by any Guarantied Party to the Borrower,
      its estate, trustee, receiver or any other party, including any Guarantor,
      under
      any bankruptcy law, equitable cause or any other Requirement of Law, then,
      to
      the extent of such payment or repayment, any such Guarantor’s liability
      hereunder (and any Lien or other Collateral securing such liability) shall
      be
      and remain in full force and effect, as fully as if such payment had never
      been
      made. If, prior to any of the foregoing, this Guaranty shall have been cancelled
      or surrendered (and if any Lien or other Collateral securing such Guarantor’s
      liability hereunder shall have been released or terminated by virtue of such
      cancellation or surrender), this Guaranty (and such Lien or other Collateral)
      shall be reinstated in full force and effect, and such prior cancellation or
      surrender shall not diminish, release, discharge, impair or otherwise affect
      the
      obligations of any such Guarantor in respect of the amount of such payment
      (or
      any Lien or other Collateral securing such obligation).




*Section 2**Limitation
      of Guaranty*




Any
      term
      or provision of this Guaranty or any other Loan Document to the contrary
      notwithstanding, the maximum aggregate amount of the Obligations for which
      any
      Subsidiary Guarantor shall be liable shall not exceed the maximum amount for
      which such Subsidiary Guarantor can be liable without rendering this Guaranty
      or
      any other Loan Document, as it relates to such Subsidiary Guarantor, subject
      to
      avoidance under applicable law relating to fraudulent conveyance or fraudulent
      transfer (including Section 548 of the Bankruptcy Code or any applicable
      provisions of comparable state law) (collectively, “ *Fraudulent
      Transfer Laws* ”),
      in
      each case after giving effect (a) to all other liabilities of such Subsidiary
      Guarantor, contingent or otherwise, that are relevant under such Fraudulent
      Transfer Laws (specifically excluding, however, any liabilities of such
      Subsidiary Guarantor in respect of intercompany Indebtedness to the Borrower
      to
      the extent that such Indebtedness would be discharged in an amount equal to
      the
      amount paid by such Subsidiary Guarantor hereunder) and (b) to the value as
      assets of such Subsidiary Guarantor (as determined under the applicable
      provisions of such Fraudulent Transfer Laws) of any rights to subrogation,
      contribution, reimbursement, indemnity or similar rights held by such Subsidiary
      Guarantor pursuant to (i) applicable Requirements of Law,
      (ii) *Section 3*  *(* *Contribution* *)* of this
      Guaranty or (iii) any other Contractual Obligations providing for an
      equitable allocation among such Subsidiary Guarantor and other Subsidiaries
      or
      Affiliates of the Borrower of obligations arising under this Guaranty or other
      guaranties of the Obligations by such parties.




*Section 3**Contribution*




To
      the
      extent that any Subsidiary Guarantor shall be required hereunder to pay a
      portion of the Obligations exceeding the greater of (a) the amount of the
      economic benefit actually received by such Subsidiary Guarantor from the
      Revolving Loans and the Term Loans




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and
      (b) the amount such Subsidiary Guarantor would otherwise have paid if such
      Subsidiary Guarantor had paid the aggregate amount of the Obligations (excluding
      the amount thereof repaid by the Borrower and Parent) in the same proportion
      as
      such Subsidiary Guarantor’s net worth at the date enforcement is sought
      hereunder bears to the aggregate net worth of all the Subsidiary Guarantors
      at
      the date enforcement is sought hereunder, then such Guarantor shall be
      reimbursed by such other Subsidiary Guarantors for the amount of such excess,
      pro rata, based on the respective net worths of such other Subsidiary Guarantors
      at the date enforcement hereunder is sought.




*Section 4**Authorization;
      Other Agreements*




The
      Guarantied Parties are hereby authorized, without notice to, or demand upon,
      any
      Guarantor, which notice and demand requirements each are expressly waived hereby
      (to the extent permitted by law), and without discharging or otherwise affecting
      the obligations of any Guarantor hereunder (which obligations shall remain
      absolute and unconditional notwithstanding any such action or omission to act),
      from time to time, to do each of the following:




(a)  supplement,
      renew, extend, accelerate or otherwise change the time for payment of, or other
      terms relating to, the Obligations, or any part of them, or otherwise modify,
      amend or change the terms of any promissory note or other agreement, document
      or
      instrument (including the other Loan Documents) now or hereafter executed by
      the
      Borrower and delivered to the Guarantied Parties or any of them, including
      any
      increase or decrease of principal or the rate of interest thereon;




(b)  waive
      or
      otherwise consent to noncompliance with any provision of any instrument
      evidencing the Obligations, or any part thereof, or any other instrument or
      agreement in respect of the Obligations (including the other Loan Documents)
      now
      or hereafter executed by the Borrower and delivered to the Guarantied Parties
      or
      any of them;




(c)  accept
      partial payments on the Obligations;




(d)  receive,
      take and hold additional security or collateral for the payment of the
      Obligations or any part of them and exchange, enforce, waive, substitute,
      liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise
      alter and release any such additional security or collateral;




(e)  settle,
      release, compromise, collect or otherwise liquidate the Obligations or accept,
      substitute, release, exchange or otherwise alter, affect or impair any security
      or collateral for the Obligations or any part of them or any other guaranty
      therefor, in any manner;




(f)  add,
      release or substitute any one or more other guarantors, makers or endorsers
      of
      the Obligations or any part of them and otherwise deal with the Borrower or
      any
      other guarantor, maker or endorser;




(g)  apply
      to
      the Obligations any payment or recovery (x) from the Borrower, from any
      other guarantor, maker or endorser of the Obligations or any part of them or
      (y) from any Guarantor in such order as provided herein, in each case
      whether such Obligations are secured or unsecured or guaranteed or not
      guaranteed by others;




(h)  apply
      to
      the Obligations any payment or recovery from any Guarantor of the Obligations
      or
      any sum realized from security furnished by such Guarantor upon its




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indebtedness
      or obligations to the Guarantied Parties or any of them, in each case whether
      or
      not such indebtedness or obligations relate to the Obligations; and




(i)  refund
      at
      any time any payment received by any Guarantied Party in respect of any
      Obligation, and payment to such Guarantied Party of the amount so refunded
      shall
      be fully guaranteed hereby even though prior thereto this Guaranty shall have
      been cancelled or surrendered (or any release or termination of any Collateral
      by virtue thereof), and such prior cancellation or surrender shall not diminish,
      release, discharge, impair or otherwise affect the obligations of any Guarantor
      hereunder in respect of the amount so refunded (and any Collateral so released
      or terminated shall be reinstated with respect to such
      obligations);




even
      if
      any right of reimbursement or subrogation or other right or remedy of any
      Guarantor is extinguished, affected or impaired by any of the foregoing
      (including any election of remedies by reason of any judicial, non-judicial
      or
      other proceeding in respect of the Obligations that impairs any subrogation,
      reimbursement or other right of such Guarantor).




*Section 5**Guaranty
      Absolute and Unconditional*




Each
      Guarantor hereby waives any defense (other than payment in full) of a surety
      or
      guarantor or any other obligor on any obligations arising in connection with
      or
      in respect of any of the following and hereby agrees that its obligations under
      this Guaranty are absolute and unconditional and shall not be discharged or
      otherwise affected as a result of any of the following:




(a)  the
      invalidity or unenforceability of any of the Borrower’s obligations under the
      Credit Agreement or any other Loan Document or any other agreement or instrument
      relating thereto, or any security for, or other guaranty of the Obligations
      or
      any part of them, or the lack of perfection or continuing perfection or failure
      of priority of any security for the Obligations or any part of
      them;




(b)  the
      absence of any attempt to collect the Obligations or any part of them from
      the
      Borrower or other action to enforce the same;




(c)  failure
      by any Guarantied Party to take any steps to perfect and maintain any Lien
      on,
      or to preserve any rights to, any Collateral;




(d)  any
      Guarantied Party’s election, in any proceeding instituted under chapter 11 of
      the Bankruptcy Code, of the application of Section 1111(b)(2) of the
      Bankruptcy Code;




(e)  any
      borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or
      extension of credit, under Section 364 of the Bankruptcy Code;




(f)  the
      disallowance, under Section 502 of the Bankruptcy Code, of all or any
      portion of any Guarantied Party’s claim (or claims) for repayment of the
      Obligations ;




(g)  any
      use
      of cash collateral under Section 363 of the Bankruptcy Code;




(h)  any
      agreement or stipulation as to the provision of adequate protection in any
      bankruptcy proceeding;




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(i)  the
      avoidance of any Lien in favor of the Guarantied Parties or any of them for
      any
      reason;




(j)  any
      bankruptcy, insolvency, reorganization, arrangement, readjustment of debt,
      liquidation or dissolution proceeding commenced by or against the Borrower,
      any
      Guarantor or any of the Borrower’s other Subsidiaries, including any discharge
      of, or bar or stay against collecting, any Obligation (or any part of them
      or
      interest thereon) in or as a result of any such proceeding;




(k)  failure
      by any Guarantied Party to file or enforce a claim against the Borrower or
      its
      estate in any bankruptcy or insolvency case or proceeding;




(l)  any
      action taken by any Guarantied Party if such action is authorized
      hereby;




(m)  any
      election following the occurrence of an Event of Default by any Guarantied
      Party
      to proceed separately against the personal property Collateral in accordance
      with such Guarantied Party’s rights under the UCC or, if the Collateral consists
      of both personal and real property, to proceed against such personal and real
      property in accordance with such Guarantied Party’s rights with respect to such
      real property; or




(n)  any
      other
      circumstance that might otherwise constitute a legal or equitable discharge
      or
      defense of a surety or guarantor or any other obligor on any obligations, other
      than the payment in full of the Obligations.




*Section 6**Waivers*




Each
      Guarantor hereby waives diligence, promptness, presentment, demand for payment
      or performance and protest and notice of protest, notice of acceptance and
      any
      other notice in respect of the Obligations or any part of them, and any defense
      arising by reason of any disability or other defense of the Borrower. Each
      Guarantor shall not, until the Obligations are irrevocably paid in full and
      all
      Commitments have been terminated, assert any claim or counterclaim it may have
      against the Borrower or set off any of its obligations to the Borrower against
      any obligations of the Borrower to it. In connection with the foregoing, each
      Guarantor covenants that its obligations hereunder shall not be discharged,
      except by complete performance.




*Section 7**Reliance*




Each
      Guarantor hereby assumes responsibility for keeping itself informed of the
      financial condition of the Borrower and any endorser and other guarantor of
      all
      or any part of the Obligations, and of all other circumstances bearing upon
      the
      risk of nonpayment of the Obligations, or any part thereof, that diligent
      inquiry would reveal, and each Guarantor hereby agrees that no Guarantied Party
      shall have any duty to advise any Guarantor of information known to it regarding
      such condition or any such circumstances. In the event any Guarantied Party,
      in
      its sole discretion, undertakes at any time or from time to time to provide
      any
      such information to any Guarantor, such Guarantied Party shall be under no
      obligation (a) to undertake any investigation not a part of its regular
      business routine, (b) to disclose any information that such Guarantied
      Party, pursuant to accepted or reasonable commercial finance or banking
      practices, wishes to maintain confidential or (c) to make any other or
      future disclosures of such information or any other information to any
      Guarantor.




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*Section 8**Non-Enforcement
      of Subrogation and Contribution Rights*




Until
      the
      Obligations have been irrevocably paid in full and all Commitments have been
      terminated, the Guarantors shall not enforce or otherwise exercise any right
      of
      subrogation to any of the rights of the Guarantied Parties or any part of them
      against the Borrower or any right of reimbursement or contribution or similar
      right against the Borrower by reason of this Agreement or by any payment made
      by
      any Guarantor in respect of the Obligations.




*Section 9**Subordination*




Each
      Guarantor hereby agrees that any Indebtedness of the Borrower now or hereafter
      owing to any Guarantor, whether heretofore, now or hereafter created (the
“ *Guarantor
      Subordinated Debt* ”),
      is
      hereby subordinated to all of the Obligations and that, except as permitted
      under *Section 8.6
      (* *Prepayment
      and Cancellation of Indebtedness* *)* of the
      Credit Agreement, the Guarantor Subordinated Debt shall not be paid in whole
      or
      in part until the Obligations have been paid in full and this Guaranty is
      terminated and of no further force or effect. No Guarantor shall accept any
      payment of or on account of any Guarantor Subordinated Debt at any time in
      contravention of the foregoing. Upon the occurrence and during the continuance
      of an Event of Default, the Borrower shall pay to the Administrative Agent
      any
      payment of all or any part of the Guarantor Subordinated Debt and any amount
      so
      paid to the Administrative Agent shall be applied to payment of the Obligations
      as provided in *Section 3
      (Enforcement; Application of Proceeds of Collateral and Other Payments)* of
      the
      Intercreditor Agreement. Each payment on the Guarantor Subordinated Debt
      received in violation of any of the provisions hereof shall be deemed to have
      been received by such Guarantor as trustee for the Guarantied Parties and shall
      be paid over to the Administrative Agent immediately on account of the
      Obligations, but without otherwise affecting in any manner such Guarantor’s
      liability hereof. Each Guarantor agrees to file all claims against the Borrower
      in any bankruptcy or other proceeding in which the filing of claims is required
      by law in respect of any Guarantor Subordinated Debt, and the Administrative
      Agent shall be entitled to all of such Guarantor’s rights thereunder. If for any
      reason a Guarantor fails to file such claim at least ten Business Days prior
      to
      the last date on which such claim should be filed, such Guarantor hereby
      irrevocably appoints the Administrative Agent as its true and lawful
      attorney-in-fact and is hereby authorized to act as attorney-in-fact in such
      Guarantor’s name to file such claim or, in the Administrative Agent’s
      discretion, to assign such claim to and cause proof of claim to be filed in
      the
      name of the Administrative Agent or its nominee. In all such cases, whether
      in
      administration, bankruptcy or otherwise, the person or persons authorized to
      pay
      such claim shall pay to the Administrative Agent the full amount payable on
      the
      claim in the proceeding, and, to the full extent necessary for that purpose,
      each Guarantor hereby assigns to the Administrative Agent all of such
      Guarantor’s rights to any payments or distributions to which such Guarantor
      otherwise would be entitled. If the amount so paid is greater than such
      Guarantor’s liability hereunder, the Administrative Agent shall pay the excess
      amount to the party entitled thereto. In addition, each Guarantor hereby
      irrevocably appoints the Administrative Agent as its attorney-in-fact to
      exercise all of such Guarantor’s voting rights in connection with any bankruptcy
      proceeding or any plan for the reorganization of the Borrower.









*Section 10**Default;
      Remedies*




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The
      obligations of each Guarantor hereunder are independent of and separate from
      the
      Obligations. If any Obligation is not paid when due, or upon any Event of
      Default hereunder or upon any default by the Borrower as provided in any other
      instrument or document evidencing all or any part of the Obligations, the
      Administrative Agent may, at its sole election, proceed directly and at once,
      without notice, against any Guarantor to collect and recover the full amount
      or
      any portion of the Obligations then due, without first proceeding against the
      Borrower or any other guarantor of the Obligations, or against any Collateral
      under the Loan Documents or joining the Borrower or any other guarantor in
      any
      proceeding against any Guarantor. At any time after maturity of the Obligations,
      the Administrative Agent may (unless the Obligations have been irrevocably
      paid
      in full), without notice to any Guarantor and regardless of the acceptance
      of
      any Collateral for the payment hereof, appropriate and apply toward the payment
      of the Obligations (a) any indebtedness due or to become due from any
      Guarantied Party to such Guarantor and (b) any moneys, credits or other
      property belonging to such Guarantor at any time held by or coming into the
      possession of any Guarantied Party or any of its respective
      Affiliates.




*Section 11**Irrevocability*




This
      Guaranty shall be irrevocable as to the Obligations (or any part thereof) until
      the Commitments have been terminated and all monetary Obligations then
      outstanding have been paid in full, at which time this Guaranty shall
      automatically terminate and be cancelled. Upon such termination or cancellation
      and at the written request of any Guarantor or its successors or assigns, and
      at
      the cost and expense of such Guarantor or its successors or assigns, the
      Administrative Agent shall execute in a timely manner a satisfaction of this
      Guaranty and such instruments, documents or agreements as are necessary or
      desirable to evidence the termination of this Guaranty.




*Section 12**Setoff*




Upon
      the
      occurrence and during the continuance of an Event of Default, each Guarantied
      Party and each Affiliate of a Guarantied Party may, without notice to any
      Guarantor and regardless of the acceptance of any security or collateral for
      the
      payment hereof, appropriate and apply toward the payment of all or any part
      of
      the Obligations (a) any indebtedness due or to become due from such
      Guarantied Party or Affiliate to such Guarantor and (b) any moneys, credits
      or other property belonging to such Guarantor, at any time held by, or coming
      into, the possession of such Guarantied Party or Affiliate.




*Section 13**No
      Marshalling*




Each
      Guarantor consents and agrees that no Guarantied Party or Person acting for
      or
      on behalf of any Guarantied Party shall be under any obligation to marshal
      any
      assets in favor of any Guarantor or against or in payment of any or all of
      the
      Obligations.




*Section 14**Enforcement;
      Amendments; Waivers*




No
      delay
      on the part of any Guarantied Party in the exercise of any right or remedy
      arising under this Guaranty, the Credit Agreement, any other Loan Document
      or
      otherwise with respect to all or any part of the Obligations, the Collateral
      or
      any other guaranty of or security for all or any part of the Obligations shall
      operate as a waiver thereof, and no single or partial exercise by any such
      Person of any such right or remedy shall preclude any further exercise thereof.
      No modification or waiver of any provision of this Guaranty shall be binding
      upon any Guarantied Party, except as expressly set forth in a writing duly
      signed and delivered by




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  the
        party
        making such modification or waiver. Failure by any Guarantied Party at any
        time
        or times hereafter to require strict performance by the Borrower, any Guarantor,
        any other guarantor of all or any part of the Obligations or any other Person
        of
        any provision, warranty, term or condition contained in any Loan Document
        now or
        at any time hereafter executed by any such Persons and delivered to any
        Guarantied Party shall not waive, affect or diminish any right of any Guarantied
        Party at any time or times hereafter to demand strict performance thereof
        and
        such right shall not be deemed to have been waived by any act or knowledge
        of
        any Guarantied Party, or its respective agents, officers or employees, unless
        such waiver is contained in an instrument in writing, directed and delivered
        to
        the Borrower or such Guarantor, as applicable, specifying such waiver, and
        is
        signed by the party or parties necessary to give such waiver under the Credit
        Agreement. No waiver of any Event of Default by any Guarantied Party shall
        operate as a waiver of any other Event of Default or the same Event of Default
        on a future occasion, and no action by any Guarantied Party permitted hereunder
        shall in any way affect or impair any Guarantied Party’s rights and remedies or
        the obligations of any Guarantor under this Guaranty. Any final, non-appealable
        determination by a court of competent jurisdiction of the amount of any
        principal or interest owing by the Borrower to a Guarantied Party shall be
        conclusive and binding on each Guarantor irrespective of whether such Guarantor
        was a party to the suit or action in which such determination was
        made.




*Section 15**Successors
      and Assigns*




This
      Guaranty shall be binding upon each Guarantor and upon the successors and
      assigns of such Guarantors and shall inure to the benefit of the Guarantied
      Parties and their respective successors and assigns; all references herein
      to
      the Borrower and to the Guarantors shall be deemed to include their respective
      successors and assigns. The successors and assigns of the Guarantors and the
      Borrower shall include, without limitation, their respective receivers, trustees
      and debtors-in-possession. All references to the singular shall be deemed to
      include the plural where the context so requires.




*Section 16**Representations
      and Warranties; Covenants*




Each
      Guarantor hereby (a) represents and warrants that the representations and
      warranties as to such Guarantor made by the Borrower in *Article IV
      (Representations and Warranties)* of the
      Credit Agreement are true and correct on each date as required by *Section 3.2(b)(i)
      (Conditions Precedent to Each Loan and Letter of Credit)* of the
      Credit Agreement and (b) agrees to take, or refrain from taking, as the
      case may be, each action necessary to be taken or not taken, as the case may
      be,
      so that no Default or Event of Default is caused by the failure to take such
      action or to refrain from taking such action by such Guarantor.




*Section 17**Governing
      Law*




This
      Guaranty and the rights and obligations of the parties hereto shall be governed
      by, and construed and interpreted in accordance with, the law of the State
      of
      New York.




*Section 18**Submission
      to Jurisdiction; Service of Process*




(a)  Any
      legal
      action or proceeding with respect to this Guaranty, and any other Loan Document,
      may be brought in the courts of the State of New York or of the United States
      of
      America for the Southern District of New York, and, by execution and delivery
      of
      this Agreement, each Guarantor hereby accepts for itself and in respect of
      its
      property, generally and unconditionally, the jurisdiction of the aforesaid
      courts. The parties hereto hereby irrevocably




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  waive
        any
        objection, including any objection to the laying of venue or based on the
        grounds of *forum*  *non*  *conveniens* ,
        that
        any of them may now or hereafter have to the bringing of any such action
        or
        proceeding in such respective jurisdictions .




(b)  Each
      Guarantor hereby irrevocably consents to the service of any and all legal
      process, summons, notices and documents in any suit, action or proceeding
      brought in the United States of America arising out of or in connection with
      this Guaranty or any other Loan Document by the mailing (by registered or
      certified mail, postage prepaid) or delivering of a copy of such process to
      such
      Guarantor care of the Borrower at the Borrower’s address specified in *Section 11.8*  *(Notices,
      Etc.)* of the
      Credit Agreement. Each such Guarantor agrees that a final judgment 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.




(c)  Nothing
      contained in this *Section 18*  *(* *Submission
      to Jurisdiction; Service of Process* *)* shall
      affect the right of the Administrative Agent or any other Guarantied Party
      to
      serve process in any other manner permitted by law or commence legal proceedings
      or otherwise proceed against a Guarantor in any other jurisdiction.




(d)  If
      for
      the purposes of obtaining judgment in any court it is necessary to convert
      a sum
      due hereunder in Dollars into another currency, the parties hereto agree, to
      the
      fullest extent they may effectively do so, that the rate of exchange used shall
      be that at which in accordance with normal banking procedures the Administrative
      Agent could purchase Dollars with such other currency at the spot rate of
      exchange quoted by the Administrative Agent at 11:00 a.m. (New York time)
      on the Business Day preceding that on which final judgment is given, for the
      purchase of Dollars, for delivery two Business Days thereafter.




*Section 19**Certain
      Terms*




The
      following rules of interpretation shall apply to this Guaranty: (a) the
      terms “ *herein* ,”
      “ *hereof* ,”
      “ *hereto* ”
and
      “ *hereunder* ”
and
      similar terms refer to this Guaranty as a whole and not to any particular
      Article, Section, subsection or clause in this Guaranty, (b) unless
      otherwise indicated, references herein to an Exhibit, Article, Section,
      subsection or clause refer to the appropriate Exhibit to, or Article, Section,
      subsection or clause in this Guaranty and
      (c ) the
      term “ *including* ”
means
      “ *including
      without limitation* ”
except
      when used in the computation of time periods.




*Section 20**Waiver
      of Jury Trial*




*Each
      of the Administrative Agent, the other Guarantied Parties and each Guarantor
      irrevocably waives trial by jury in any action or proceeding with respect to
      this Guaranty and any other Loan Document.*




*Section 21**Notices*




Any
      notice or other communication herein required or permitted shall be given as
      provided in *Section 11.8
      (Notices, Etc.)* of
      the
      Credit Agreement and, in the case of any Guarantor, to such Guarantor in care
      of
      the Borrower.









*Section 22**Severability*




9


GUARANTY
 PRESTIGE
        BRANDS, INC.




Wherever
      possible, each provision of this Guaranty shall be interpreted in such manner
      as
      to be effective and valid under applicable law, but if any provision of this
      Guaranty shall be prohibited by or invalid under such law, such provision shall
      be ineffective to the extent of such prohibition or invalidity without
      invalidating the remainder of such provision or the remaining provisions of
      this
      Guaranty.




*Section 23**Additional
      Guarantors*




Each
      of
      the Guarantors agrees that, if, pursuant to *Section
      7.11(b) (Additional Collateral and Guaranties)* of
      the
      Credit Agreement, the Borrower shall be required to cause any of their
      respective Subsidiaries that is not a Guarantor to become a Guarantor hereunder,
      or if for any reason the Borrower or the Parent desires any such Subsidiary
      to
      become a Guarantor hereunder, such Subsidiary shall execute and deliver to
      the
      Administrative Agent a Guaranty Supplement in substantially the form of *Exhibit A
      (Guaranty Supplement)* attached
      hereto and shall thereafter for all purposes be a party hereto and have the
      same
      rights, benefits and obligations as a Guarantor party hereto on the Closing
      Date.




*Section 24**Collateral*




Each
      Guarantor hereby acknowledges and agrees that its obligations under this
      Guaranty are secured pursuant to the terms and provisions of the Collateral
      Documents executed by it in favor of the Administrative Agent, for the benefit
      of the Secured Parties, and covenants that it shall not grant any Lien (other
      than Liens permitted under *Section
      8.2 (Liens, Etc.)* of the
      Credit Agreement) with respect to its Property in favor, or for the benefit,
      of
      any Person other than the Administrative Agent, for the benefit of the Secured
      Parties.




*Section 25**Costs
      and Expenses*




Each
      Guarantor agrees to pay or reimburse the Administrative Agent and each of the
      other Guarantied Parties upon demand for all reasonable out-of-pocket costs
      and
      expenses, including reasonable attorneys’ fees (including allocated costs of
      internal counsel and costs of settlement), incurred by the Administrative Agent
      or such other Guarantied Parties in enforcing this Guaranty or any security
      therefor or exercising or enforcing any other right or remedy available in
      connection herewith or therewith.




*Section 26**Waiver
      of Consequential Damages*




*Each
      Guarantor* *,
      to
      the maximum extent not prohibited by law, hereby irrevocably and unconditionally
      waives, releases and agrees not to sue upon any claim, whether or not accrued
      and whether or not suspected to exist in its favor, for any special,
      consequential or punitive damages (including, without limitation, any loss
      or
      profits, business or anticipated savings) in respect of this Guaranty or any
      other Loan Document. Each Guarantor also agrees to be bound by the provision
      of
      Section 11.5 (Limitation of Liability) of the Credit Agreement.*




*Section 27**Entire
      Agreement*




This
      Guaranty, taken together with all of the other Loan Documents executed and
      delivered by the Guarantors, represents the entire agreement and understanding
      of the parties hereto and supersedes all prior understandings, written and
      oral,
      relating to the subject matter hereof.




10


GUARANTY
 PRESTIGE
        BRANDS, INC.




*Section 28**Termination*






This
      Guaranty (other than the reinstatement provisions of *Section
      1(b) (Guaranty)* , *Section
      18 (Submission to Jurisdiction; Service of Process)* , *Section
      20 (Waiver of Jury Trial)* , *Section
      25 (Costs and Expenses)* ,
      and *Section
      26 (Waiver of Consequential Damages)* )
      shall
      terminate upon the “payment in full” (as defined in the Credit Agreement) of the
“Secured Obligations” (as defined in the Credit Agreement).




[Signature
      Pages Follow]







11


GUARANTY


PRESTIGE
      BRANDS, INC.


In
      witness whereof ,
      this
      Guaranty has been duly executed by the Guarantors as of the day and year first
      set forth above.




**PRESTIGE BRANDS INTERNATIONAL LLC***As Parent*By: /s/
              Peter J.
              AndersonName:
 Peter
              J.
              AndersonTitle: 
Secretary,
              CFO
              and Vice President**PRESTIGE PRODUCTS HOLDINGS, INC.**By: /s/
              Peter J.
              AndersonName: 
Peter
              J.
              AndersonTitle: 
Secretary,
              Treasurer and Vice President*Subsidiary Guarantors:***BONITA BAY HOLDINGS, INC.**By: /s/
              Peter J.
              AndersonName: 
Peter
              J.
              AndersonTitle: 
Secretary,
              Treasurer and Vice President**MEDTECH HOLDINGS, INC.**By: /s/
              Peter J.
              AndersonName: 
Peter
              J.
              AndersonTitle: 
Secretary,
              Treasurer and Vice President**MEDTECH PRODUCTS, INC.**By: /s/
              Peter J.
              AndersonName: 
Peter
              J.
              AndersonTitle: 
Secretary,
              Treasurer and Vice President**PECOS PHARMACEUTICAL, INC.**By: /s/
              Peter J.
              AndersonName: 
Peter
              J.
              AndersonTitle: 
Secretary,
              Treasurer and Vice President







GUARANTY
              PRESTIGE
                BRANDS, INC.**PRESTIGE ACQUISITION HOLDINGS, LLC**By: /s/
              Peter J.
              AndersonName: 
Peter
              J.
              AndersonTitle: 
Secretary,
              Treasurer and Vice President**PRESTIGE BRANDS FINANCIAL
              CORPORATION**By: /s/
              Peter J.
              AndersonName: 
Peter
              J.
              AndersonTitle: 
Secretary,
              Treasurer and Vice President**PRESTIGE BRANDS HOLDINGS, INC.**By: /s/
              Peter J.
              AndersonName: 
Peter
              J.
              AndersonTitle: 
Secretary,
              Treasurer and Vice President**PRESTIGE BRANDS INTERNATIONAL, LLC**By: /s/
              Peter J.
              AndersonName: 
Peter
              J.
              AndersonTitle: 
Secretary,
              Treasurer and Vice President**PRESTIGE HOUSEHOLD BRANDS, INC.**By: /s/
              Peter J.
              AndersonName:
 Peter
              J.
              AndersonTitle: 
Secretary,
              Treasurer and Vice President**PRESTIGE HOUSEHOLD HOLDINGS, INC.**By: /s/
              Peter J.
              AndersonName: 
Peter
              J.
              AndersonTitle: 
Secretary,
              Treasurer and Vice President**PRESTIGE PERSONAL CARE, INC.**By: /s/
              Peter J.
              AndersonName: 
Peter
              J.
              AndersonTitle: 
Secretary,
              Treasurer and Vice President







GUARANTY
              PRESTIGE
                BRANDS, INC.**PRESTIGE PERSONAL CARE HOLDINGS,
              INC.**By: /s/
              Peter J.
              AndersonName: 
Peter
              J.
              AndersonTitle: 
Secretary,
              Treasurer and Vice President**THE COMET PRODUCTS CORPORATION**By: /s/
              Peter J.
              AndersonName: 
Peter
              J.
              AndersonTitle: 
Secretary,
              Treasurer and Vice President**THE CUTEX COMPANY**By: /s/
              Peter J.
              AndersonName: 
Peter
              J.
              AndersonTitle: 
Secretary,
              Treasurer and Vice President**THE DENOREX COMPANY**By: /s/
              Peter J.
              AndersonName: 
Peter
              J.
              AndersonTitle: 
Secretary,
              Treasurer and Vice President**THE SPIC AND SPAN COMPANY**By: /s/
              Peter J.
              AndersonName: 
Peter
              J.
              AndersonTitle: 
Secretary,
              Treasurer and Vice President






GUARANTY
 PRESTIGE
            BRANDS, INC.


Acknowledged
      and Agreed


as
      of the
      date first above written:




CITICORP
      NORTH AMERICA, INC.


*as
      Administrative Agent*




By:
      /s/ Steven R. Sellhausen


Name: 
      Steven R. Sellhausen


Title: 
      Vice President