**SECOND
      SUPPLEMENTAL INDENTURE**





By
      and
      Among





**PRESTIGE
      BRANDS, INC.,**


**U.S.
      BANK NATIONAL ASSOCIATION, AS TRUSTEE,**


**PRESTIGE
      BRANDS HOLDINGS, INC.,**


**DENTAL
      CONCEPTS LLC**


**AND**


**PRESTIGE
      INTERNATIONAL HOLDINGS, LLC**

















Dated
      as
      of


December
      19, 2006





A
      SUPPLEMENT TO THE INDENTURE


Dated
      as
      of April 6, 2004








**SECOND
      SUPPLEMENTAL INDENTURE**




**THIS
      SECOND SUPPLEMENTAL INDENTURE** (the
“Second Supplement”) is dated as of December 19, 2006, and made and entered into
      by and among **PRESTIGE
      BRANDS, INC.** **,**
      a Delaware corporation (the “Company”), **U.S.
      BANK NATIONAL ASSOCIATION** **,**
      a national banking association, as trustee (the “Trustee”), **PRESTIGE
      BRANDS HOLDINGS, INC.** **,**
      a Delaware corporation (the “Holding Company”), **DENTAL
      CONCEPTS LLC** **,**
      a Delaware limited liability company (“Dental Concepts”), and **PRESTIGE
      INTERNATIONAL HOLDINGS, LLC** **,**
      a Delaware limited liability company (“PIH”). Each of the Holding Company,
      Dental Concepts and PIH has executed this Second Supplement for the purposes
      set
      forth in Section
      1.3 hereof.
      This Second Supplement supplements and amends the Indenture, dated as of April
      6, 2004 (the “Indenture”), by and among the Company, the Trustee and the
      Guarantors that are parties thereto, as supplemented and amended by the
      Supplemental Indenture, dated as of October 6, 2004 (the “First Supplement”), by
      and among the Company, the Trustee and Vetco, Inc., a New York corporation,
      which provided for the issuance of the Company’s 91⁄4% Senior Subordinated Notes
      Due 2012 (the “Notes”). As used herein, the term “Existing Indenture” shall mean
      the Indenture, as supplemented and amended by the First Supplement, and the
      term
“Amended Indenture” shall mean the Indenture, as supplemented and amended by the
      First Supplement, this Second Supplement and as otherwise supplemented and
      amended from time to time. Except where specified herein, all capitalized terms
      not defined herein shall have the meanings ascribed to them in the Amended
      Indenture. References in this Second Supplement to the exhibits to and the
      specific sections and articles of the Existing Indenture shall refer to the
      exhibits to and the numbered sections and articles of the Indenture, as
      supplemented and amended by the First Supplement, and references in this Second
      Supplement to the exhibits to and the specific sections and articles of the
      Amended Indenture shall refer to the exhibits to and the numbered sections
      and
      articles of the Indenture, as supplemented and amended by the First Supplement,
      this Second Supplement and as otherwise supplemented and amended from time
      to
      time.




**W
      I T N E S S E T H :**




**WHEREAS** **,**
      Section 9.01 of the Existing Indenture provides, among other things, that the
      Company and the Trustee may amend or supplement the Existing Indenture (i)
      to
      make any change that does not adversely affect the legal rights under the
      Existing Indenture of any Holder of the Notes, (ii) to conform the text of
      the
      Existing Indenture or the Notes to any provision of the “Description of the
      Notes” section of the offering memorandum, dated as of March 30, 2004 (the
“Memorandum”), relating to the sale of the Initial Notes, to the extent that
      such provision was intended to be a verbatim recitation of a provision of the
      Existing Indenture or the Notes, and (iii) to add additional Guarantees or
      additional obligors with respect to the Notes; and




**WHEREAS** **,**
      as a result of a restructuring of the corporate organization that includes
      the
      Company, the Company and Prestige Brands International, LLC, a Delaware limited
      liability company (the “Parent”), are now Subsidiaries of the Holding Company,
      which is subject to the reporting requirements of Section 13 or 15(d) of the
      Exchange Act; and







**WHEREAS** **,**
      Section 4.03 of the Existing Indenture presently requires that the Parent file
      with the Commission and provide the Trustee and Holders of Notes with such
      annual reports and such information, documents and other reports as are
      specified in Sections 13 and 15(d) of the Exchange Act and applicable to a
      U.S.
      entity subject to such Sections (collectively, the “SEC Reports”), even though
      the Parent is not otherwise required to do so; and




**WHEREAS** **,**
      the SEC Reports of the Parent and the Holding Company are substantially the
      same; and




**WHEREAS** **,**
      the Company has requested that the Trustee execute this Second Supplement to
      amend Section 4.03 of the Existing Indenture to eliminate the requirement under
      the Existing Indenture for the Parent to submit the SEC Reports to the
      Commission and the Trustee and the Holders and to require the Holding Company
      to
      submit the SEC Reports to the Commission and the Trustee and the Holders in
      lieu
      of the Parent, subject to the terms of this Second Supplement; and




**WHEREAS** **,**
      each of the Holding Company, Dental Concepts and PIH has agreed to become a
      Guarantor of the Notes; and




**WHEREAS** **,**
      the Company and the Trustee also have agreed, pursuant to Section 9.01(l) of
      the
      Existing Indenture, to amend the Existing Indenture to provide certain
      definitions that were omitted from the Existing Indenture but were included
      in
      the Memorandum;




**NOW,
      THEREFORE** **,**
      in consideration of the premises herein, the Company covenants and agrees with
      the Trustee, for the equal and proportionate benefit of the respective Holders
      from time to time, as follows:




ARTICLE
      I


**SUPPLEMENTS
      AND AMENDMENTS**




Section
      1.1 Amendment
      to Section 1.01 .
      Section
      1.01 of the Existing Indenture is hereby amended, pursuant to Section 9.01(l)
      of
      the Existing Indenture, as follows:




(a) The
      following definition is hereby inserted between the definitions of “HOLDER” and
“IAI GLOBAL NOTE” as set forth therein:




“HOLDINGS”
      means Prestige Products Holdings, Inc., a Delaware corporation, and any
      successor entity (the owner of 100% of the outstanding common stock of the
      Company) and not any of its Subsidiaries.




(b) The
      following definition is hereby inserted between the definitions of “OPINION OF
      COUNSEL” and “PARTICIPANT” as set forth therein:




“PARENT”
      means Prestige Brands International, LLC, a Delaware limited liability company,
      and any successor entity (the owner of 100% of the outstanding common stock
      of
      Holdings) and not any of its Subsidiaries.




2


Section
      1.2 Amendment
      to Section 4.03 .
      Section
      4.03 of the Existing Indenture is hereby deleted and the following is hereby
      inserted in lieu therefor:




SECTION
      4.03 REPORTS.




Notwithstanding
      that the Parent may not be subject to the reporting requirements of Section
      13
      or 15(d) of the Exchange Act, the Parent shall file with the Commission and
      provide the Trustee and Holders of Notes with such annual reports and such
      information, documents and other reports as are specified in Sections 13 and
      15(d) of the Exchange Act and applicable to a U.S. entity subject to such
      Sections, such information, documents and reports to be so filed with the
      Commission and provided at the times specified for the filing of such
      information, documents and reports under such Sections; *provided,
      however* ,
      that
      the Parent shall not be so obligated to file such information, documents and
      reports with the Commission (i) prior to the completion of the Registered
      Exchange Offer and, in any event, if the Commission does not permit such
      filings, and (ii) as long as (A) the Parent is a wholly-owned Subsidiary of
      a
      Guarantor that files with the Commission, and provides the Trustee and Holders
      of Notes with, such annual reports and such information, documents and other
      reports as are specified in Sections 13 and 15(d) of the Exchange Act and
      applicable to a U.S. entity subject to such Sections and (B) such annual
      reports, information, documents and other reports so filed by such Guarantor
      are
      substantially the same as such annual reports, information, documents and other
      reports of the Parent would be if they were to be so prepared, filed and
      provided.




Section
      1.3 Guarantees .
      Each of
      the Holding Company, Dental Concepts and PIH (each of which are referred to
      individually as an “Additional Guarantor” and collectively as the “Additional
      Guarantors”) hereby executes this Second Supplement for the purpose of providing
      a Guarantee of the Notes and agrees as follows:




(a) Subject
      to this Section
      1.3 ,
      each
      Additional Guarantor hereby unconditionally guarantees to each Holder of a
      Note
      authenticated and delivered by the Trustee and to the Trustee and its successors
      and assigns: (i) the due and punctual payment of the principal of, premium,
      if
      any, and interest on the Notes, subject to any applicable grace period, whether
      at Stated Maturity, by acceleration, redemption or otherwise, the due and
      punctual payment of interest on the overdue principal of and premium, if any,
      and, to the extent permitted by law, interest, and the due and punctual
      performance of all other obligations of the Company to the Holders or the
      Trustee under the Amended Indenture, the Registration Rights Agreement or any
      other agreement with or for the benefit of the Holders or the Trustee, all
      in
      accordance with the terms hereof and thereof; and (ii) in case of any extension
      of time of payment or renewal of any Notes or any of such other obligations,
      that the same shall be promptly paid in full when due or performed in accordance
      with the terms of the extension or renewal, whether at Stated Maturity, by
      acceleration pursuant to Section 6.02 of the Amended Indenture, redemption
      or
      otherwise. Failing payment when due of any




3
 
  amount
        so
        guaranteed or any performance so guaranteed for whatever reason, each Additional
        Guarantor shall be jointly and severally obligated with all other Guarantors
        to
        pay the same immediately. Each Additional Guarantor agrees that this is a
        guarantee of payment and not a guarantee of collection. Each Additional
        Guarantor hereby agrees that its obligations with regard to its Guarantee
        shall
        be joint and several with all other Guarantors, unconditional, irrespective
        of
        the validity or enforceability of the Notes or the obligations of the Company
        under the Amended Indenture, the absence of any action to enforce the same,
        the
        recovery of any judgment against the Company or any other obligor with respect
        to the Amended Indenture, the Notes or the Obligations of the Company under
        the
        Amended Indenture or the Notes, any action to enforce the same or any other
        circumstances (other than complete performance) which might otherwise constitute
        a legal or equitable discharge or defense of an Additional Guarantor. Each
        Additional Guarantor further, to the extent permitted by law, waives and
        relinquishes all claims, rights and remedies accorded by applicable law to
        guarantors and agrees not to assert or take advantage of any such claims,
        rights
        or remedies, including but not limited to:




(i) any
      right
      to require any of the Trustee, the Holders or the Company (each a “Benefited
      Party”), as a condition of payment or performance by such Additional Guarantor,
      to (1) proceed against the Company, any other guarantor (including any other
      Guarantor) of the Obligations under the Guarantees or any other Person, (2)
      proceed against or exhaust any security held from the Company, any such other
      guarantor or any other Person, (3) proceed against or have resort to any balance
      of any deposit account or credit on the books of any Benefited Party in favor
      of
      the Company or any other Person, or (4) pursue any other remedy in the power
      of
      any Benefited Party whatsoever;




(ii) any
      defense arising by reason of the incapacity, lack of authority or any disability
      or other defense of the Company including any defense based on or arising out
      of
      the lack of validity or the unenforceability of the Obligations under the
      Guarantees or any agreement or instrument relating thereto or by reason of
      the
      cessation of the liability of the Company from any cause other than payment
      in
      full of the Obligations under the Guarantees;




(iii) any
      defense based upon any statute or rule of law which provides that the obligation
      of a surety must be neither larger in amount nor in other respects more
      burdensome than that of the principal;




(iv) any
      defense based upon any Benefited Party’s errors or omissions in the
      administration of the Obligations under the Guarantees, except behavior which
      amounts to bad faith;




(v)(1) any
      principles or provisions of law, statutory or otherwise, which are or might
      be
      in conflict with the terms of the Guarantees and any legal or equitable
      discharge of such Additional Guarantor’s obligations hereunder, (2)




4
 the
        benefit of any statute of limitations affecting such Additional Guarantor’s
        liability hereunder or the enforcement hereof, (3) any rights to set-offs,
        recoupments and counterclaims and (4) promptness, diligence and any requirement
        that any Benefited Party protect, secure, perfect or insure any security
        interest or lien or any property subject thereto;




(vi) notices,
      demands, presentations, protests, notices of protest, notices of dishonor and
      notices of any action or inaction, including acceptance of the Guarantees,
      notices of Default under the Notes or any agreement or instrument related
      thereto, notices of any renewal, extension or modification of the Obligations
      under the Guarantees or any agreement related thereto, and notices of any
      extension of credit to the Company and any right to consent to any
      thereof;




(vii) to
      the
      extent permitted under applicable law, the benefits of any “One Action” rule;
      and




(viii) any
      defenses or benefits that may be derived from or afforded by law which limit
      the
      liability of or exonerate guarantors or sureties, or which may conflict with
      the
      terms of the Guarantees. Except to the extent expressly provided in this Second
      Supplement and the Amended Indenture, including Sections 8.02, 8.03 and 10.05
      of
      the Amended Indenture and Section
      1.3(f) hereof,
      each Additional Guarantor hereby covenants that its Guarantee shall not be
      discharged except by complete performance of the obligations contained in its
      Guarantee, this Second Supplement and the Amended Indenture.




If
      any
      Holder or the Trustee is required by any court or otherwise to return to the
      Company, the Guarantors or any custodian, trustee, liquidator or other similar
      official acting in relation to either the Company or the Guarantors, any amount
      paid to either the Trustee or such Holder, each Additional Guarantor’s
      Guarantee, to the extent theretofore discharged, shall be reinstated in full
      force and effect. Each Additional Guarantor agrees that it shall not be entitled
      to any right of subrogation in relation to the Holders in respect of any
      obligations guaranteed hereby until payment in full of all obligations
      guaranteed hereby. Each Additional Guarantor further agrees that, as between
      the
      Guarantors, on the one hand, and the Holders and the Trustee, on the other
      hand,
      (x) the maturity of the obligations guaranteed hereby may be accelerated as
      provided in Section 6.02 of the Amended Indenture for the purposes of this
      Guarantee, notwithstanding any stay, injunction or other prohibition preventing
      such acceleration in respect of the obligations guaranteed hereby and (y) in
      the
      event of any declaration of acceleration of such obligations as provided in
      Section 6.02 of the Amended Indenture, such obligations (whether or not due
      and
      payable) shall forthwith become due and payable by the Guarantors for the
      purpose of the Guarantees. An Additional Guarantor shall have the right to
      seek
      contribution from any non-paying Guarantor so long as the exercise of such
      right
      does not impair the rights of the Holders under the Guarantees. The other
      Guarantors’ shares of such




5


contribution
      payment will be computed based on the proportion that the net worth of the
      relevant Guarantor represents relative to the aggregate net worth of all of
      the
      Guarantors combined.




(b) Each
      Additional Guarantor, and by its acceptance of Notes, each Holder, hereby
      confirms that it is the intention of all such parties that the Guarantee of
      such
      Additional Guarantor not constitute a fraudulent transfer or conveyance for
      purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
      Fraudulent Transfer Act or any similar federal or state law to the extent
      applicable to any guarantee. To effectuate the foregoing intention, the Trustee,
      the Holders and each Additional Guarantor hereby irrevocably agree that each
      Additional Guarantor’s liability shall be that amount from time to time equal to
      the aggregate liability of such Additional Guarantor under its Guarantee, but
      shall be limited to the lesser of (i) the aggregate amount of the Company’s
      obligations under the Notes and the Amended Indenture or (ii) the amount, if
      any, which would not have (1) rendered the Additional Guarantor “insolvent” (as
      such term is defined in Bankruptcy Law and in the Debtor and Creditor Law of
      the
      State of New York) or (2) left it with unreasonably small capital at the time
      its Guarantee with respect to the Notes was entered into, after giving effect
      to
      the incurrence of existing Debt immediately before such time; *provided,
      however* ,
      it
      shall be a presumption in any lawsuit or proceeding in which an Additional
      Guarantor is a party that the amount guaranteed pursuant to its Guarantee with
      respect to the Notes is the amount described in clause (i) of this Section
      1.3(b) unless
      any creditor, or representative of creditors of the Additional Guarantor, or
      debtor in possession or trustee in bankruptcy of the Additional Guarantor,
      otherwise proves in a lawsuit that the aggregate liability of the Additional
      Guarantor is limited to the amount described in clause (ii) of this Section
      1.3(b) .




(c) In
      making
      any determination as to the solvency or sufficiency of capital of an Additional
      Guarantor in accordance with Section
      1.3(b) hereof
      and this Section
      1.3(c) ,
      the
      right of each Additional Guarantor to contribution from other Guarantors and
      any
      other rights such Additional Guarantor may have, contractual or otherwise,
      shall
      be taken into account.




(d) To
      evidence its Guarantee set forth in Section
      1.3(a) hereof,
      each Additional Guarantor hereby agrees that a notation of such Guarantee in
      substantially the form included in Exhibit E attached to the Amended Indenture
      shall be endorsed by an Officer of such Additional Guarantor on each Note
      authenticated and delivered by the Trustee and that this Second Supplement
      shall
      be executed on behalf of such Additional Guarantor by its President, Chief
      Financial Officer, Treasurer or one of its Vice Presidents. Each Additional
      Guarantor hereby agrees that its Guarantee set forth in Section
      1.3(a) hereof
      shall remain in full force and effect notwithstanding any failure to endorse
      on
      each Note a notation of such Guarantee. If an Officer whose signature is on
      this
      Second Supplement or on a Guarantee no longer holds that office at the time
      the




6
 Trustee
        authenticates the Note on which such Guarantee is endorsed, the Guarantee
        shall
        be valid nevertheless. The delivery of any Note by the Trustee, after the
        authentication thereof under the Amended Indenture, shall constitute due
        delivery of the Guarantee set forth in this Second Supplement on behalf of
        each
        Additional Guarantor.




(e) Except
      as
      otherwise provided in Section
      1.3(f) hereof,
      no Additional Guarantor may consolidate with or merge with or into (whether
      or
      not such Additional Guarantor is the Surviving Person) another Person whether
      or
      not affiliated with such Additional Guarantor unless:




(i) subject
      to Section
      1.3(f) hereof,
      the Person formed by or surviving any such consolidation or merger (if other
      than a Guarantor or the Company) unconditionally assumes all the obligations
      of
      such Additional Guarantor, pursuant to a supplemental indenture in form and
      substance reasonably satisfactory to the Trustee, under the Amended Indenture,
      its Guarantee and any Registration Rights Agreements on the terms set forth
      herein or therein; and




(ii) the
      Additional Guarantor complies with the requirements of Article 5 of the Amended
      Indenture.






In
      case
      of any such consolidation, merger, sale or conveyance and upon the assumption
      by
      the successor Person, by supplemental indenture, executed and delivered to
      the
      Trustee and satisfactory in form to the Trustee, of such Additional Guarantor’s
      Guarantee endorsed upon the Notes and the due and punctual performance of all
      of
      the covenants and conditions of the Amended Indenture to be performed by the
      Additional Guarantor, such successor Person shall succeed to and be substituted
      for the Additional Guarantor with the same effect as if it had been named in
      the
      Amended Indenture as a Guarantor. Such successor Person thereupon may cause
      to
      be signed any or all of the Guarantees to be endorsed upon all of the Notes
      issuable under the Amended Indenture which theretofore shall not have been
      signed by the Company and delivered to the Trustee. All the Guarantees so issued
      shall in all respects have the same legal rank and benefit under the Amended
      Indenture as the Guarantees theretofore and thereafter issued in accordance
      with
      the terms of the Amended Indenture as though all of such Guarantees had been
      issued at the date of the execution of the Indenture. Except as set forth in
      Articles 4 and 5 of the Amended Indenture, and notwithstanding clauses (i)
      and
      (ii) of this Section
      1.3(e) ,
      nothing
      contained in the Amended Indenture or in any of the Notes shall prevent any
      consolidation or merger of an Additional Guarantor with or into the Company
      or
      another Guarantor, or shall prevent any sale or conveyance of the property
      of an
      Additional Guarantor as an entirety or substantially as an entirety to the
      Company or another Guarantor.




(f) In
      the
      event of a sale or other disposition of all or substantially all of the assets
      of an Additional Guarantor, by way of merger, consolidation or otherwise, or
      a
      sale or other disposition of all of the Capital Stock of any




7
 Additional
        Guarantor, in each case to a Person that is not (either before or after giving
        effect to such transactions) a Subsidiary of the Parent, then such Additional
        Guarantor (in the event of a sale or other disposition, by way of merger,
        consolidation or otherwise, of all of the Capital Stock of such Additional
        Guarantor) or the corporation acquiring the property (in the event of a sale
        or
        other disposition of all or substantially all of the assets of such Additional
        Guarantor) shall be released and relieved of any obligations under its
        Guarantee; provided that the net proceeds of such sale or other disposition
        shall be applied in accordance with the applicable provisions of the Amended
        Indenture, including without limitation Section 4.12 of the Amended Indenture.
        If a Restricted Subsidiary is designated as an Unrestricted Subsidiary in
        accordance with the provisions of Section 4.17 of the Amended Indenture,
        such
        Subsidiary shall be released and relieved of any obligations under its
        Guarantee. Upon delivery by the Company to the Trustee of an Officers’
Certificate and an Opinion of Counsel to the effect that such sale or other
        disposition was made by the Company or Parent in accordance with the provisions
        of the Amended Indenture, including without limitation Section 4.12 of the
        Amended Indenture, the Trustee shall execute any documents reasonably required
        in order to evidence the release of any Additional Guarantor from its
        obligations under its Guarantee. Any Additional Guarantor not released from
        its
        obligations under its Guarantee shall remain liable for the full amount of
        principal of and interest on the Notes and for the other obligations of any
        Guarantor under the Amended Indenture as provided in Article 10 of the Amended
        Indenture and this Section
        1.3 .




Each
      Additional Guarantor shall constitute a Guarantor for purposes of the Amended
      Indenture, and the terms of this Section
      1.3 shall,
      as to each Additional Guarantor, constitute its Guarantee for purposes of the
      Amended Indenture. Notwithstanding the foregoing terms of this Section
      1.3 ,
      each of
      the Additional Guarantors intends by its execution of this Second Supplement
      to
      provide its Guarantee on the same terms and conditions as the Guarantees of
      the
      other Guarantors under the Amended Indenture and agrees that this Section
      1.3 shall be
      construed and enforced in a manner consistent with such intention.




ARTICLE
      II


**MISCELLANEOUS
      PROVISIONS**




Section
      2.1 Execution
      as Supplemental Indenture .
      This
      Second Supplement is executed and shall be construed as an indenture supplement
      to the Existing Indenture.




Section
      2.2 Successors .
      This
      Second Supplement shall be binding upon and inure to the benefit of the parties
      hereto, their respective successors and assigns.




Section
      2.3 Ratification .
      Except
      as expressly provided herein, all of the terms and provisions of the Existing
      Indenture are and shall remain in full force and effect.




8


Section
      2.4 Governing
      Law .
      This
      Second Supplement shall be deemed to be a contract made under the laws of the
      State of New York and for all purposes shall be construed in accordance with
      the
      laws of said State.




Section
      2.5 Counterparts;
      Construction .
      This
      Second Supplement may be executed in any number of counterparts, each of which
      shall be an original, but such counterparts together shall constitute one and
      the same instrument. . As
      used herein, words in the singular number include the plural and words in the
      plural include the singular.




Section
      2.6 The
      Trustee .
      The
      Trustee accepts the supplements and amendments to the Existing Indenture
      effected by this Second Supplement.










































































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**IN
      WITNESS WHEREOF** **,**
      the parties hereto have caused this Second Supplement to be duly executed as
      of
      the day and year first above written.




**PRESTIGE BRANDS, INC.**By:  /s/ Peter C.
              MannName:  Peter C. MannTitle:  President**U.S. BANK NATIONAL****ASSOCIATION, AS TRUSTEE**By: /s/ Raymond S. HaverstockName:  Raymond S. HaverstockTitle:  Vice President**PRESTIGE BRANDS HOLDINGS, INC.**By: /s/ Peter C. MannName:  Peter C. MannTitle:  Chief Executive Officer and President**DENTAL CONCEPTS LLC**By: /s/ Peter C. MannName:  Peter C. MannTitle:  Chief Executive Officer**PRESTIGE INTERNATIONAL****HOLDINGS, LLC**By: /s/ Peter C. MannName:  Peter C. MannTitle:  President















10