Exhibit
10.1




EXECUTION
COPY




SUPPLY
      AGREEMENT





This
Agreement (this “Agreement”) is entered into on this 15th day of May, 2008 (the
“Effective Date”), by and between Fitzpatrick Bros., Inc., an Illinois
corporation with its corporate headquarters at 625 North Sacramento Boulevard,
Chicago, Illinois 60612 (hereinafter referred to as “Supplier”), and The Spic
and Span Company, a Delaware corporation, with offices at 90 North Broadway,
Irvington, New York 10533 (hereinafter referred to as “Buyer”), each a “Party”
and collectively the “Parties.”





WHEREAS, Supplier desires to supply the
Products (as defined below) to Buyer subject to the terms of this
Agreement;





WHEREAS, Buyer desires to purchase the
Products from Supplier subject to the terms of this Agreement; and





WHEREAS, each of Supplier and Buyer
desires to execute this Agreement.





NOW, THEREFORE, in consideration of the
mutual promises contained in this Agreement and for other good and valuable
consideration, the adequacy and sufficiency of which are hereby acknowledged,
the Parties, intending to be legally bound, hereby agree as
follows:








ARTICLE
1 - DEFINITIONS





1.           “Affiliates”
with respect to any Person, shall mean any other Person that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with, the Person specified.





2.           “Annual
Tolling Fee” shall be the “Tolling Fee” multiplied by the pounds of the Product
produced during each Production Year, except for Production Years 1 and
2.





3.           “Applicable
Laws” means, with respect to a Party, all applicable laws (including, without
limitation, the Federal Insecticide, Fungicide, and Rodenticide Act), rules,
regulations and requirements of any governmental or administrative
body.





4.           “Base
Volume” means *** pounds
of Product.





5.           “Base
Volume Production Date” shall mean the date mutually agreed by Supplier and
Buyer in writing for the complete transfer of production of the Products by
Supplier at the Facility from Buyer’s existing Supplier of the
Products.  The Base Volume Production Date shall be a date on or after
the date on which Supplier is fully capable of providing at a minimum
the






***Indicates
a portion of this Exhibit that has been omitted and filed separately with the
Secretary of the United States Securities and Exchange Commission pursuant to
Prestige Brands Holdings, Inc.’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.





Base
Volume to Buyer; provided that Supplier and Buyer shall determine such date,
which shall be as soon as reasonably possible, based on good-faith discussions
by Supplier and Buyer.





6.           “Capital
Recovery Amount” shall mean approximately, but not limited to, $*** utilized as expenditures
for land, building, equipment, set up and training and other items necessary to
produce the Base Volume of Product plus annual finance charges established at
the beginning of each Production Year at the prime rate of interest then in
effect as indicated in The Wall Street Journal during the ten (10) year period
commencing on the Base Volume Production Date.  For each Production
Year after Production Year 1 (which will use the Base Volume) during the ten
(10) year period commencing on the Base Volume Production Date, the appropriate
allocation of the Capital Recovery Amount per SKU of Product shall be determined
by dividing that Production Year’s Capital Recovery Amount by the prior year’s
total production weight.  The Parties understand that $*** is only an
estimate and that the final Capital Recovery Amount is subject to
change.  Supplier shall seek Buyer’s prior written consent (which
consent shall not be unreasonably withheld, delayed and conditioned by Buyer) on
a monthly basis to any necessary capital expenses to be incurred by Supplier in
order to construct the Facility that are not set forth on Exhibit
A.





7.           “Costed
Bill of Materials” shall mean the actual cost of each raw material and each
component packaging needed per SKU.




8.           “Facility”
means a manufacturing, packaging and testing facility located within 120 miles
of the St. Louis, Missouri area that is capable of manufacturing at a minimum
the Base Volume.





9.           “Intellectual
Property Rights” means all patents, copyrights, trademarks, trade secrets and
other intellectual property rights including applications therefore, now or
hereafter protectable by law in any jurisdiction in the world.





10.           “Invention”
means any new or improved apparatus, process, composition, formula, information,
product, discovery, idea, suggestion, material, data, equipment, design,
drawing, prototype, report, computer software, documentation or other
intellectual property or know-how invented, discovered, produced, conceived, or
reduced to practice by Supplier, other than any such information provided to
Supplier by Buyer or its Representatives; provided, if Buyer wishes installation
of specific equipment or fixtures that Buyer desires to retain as Buyer’s
equipment or fixtures, that shall be done by a separate mutual agreement of
Buyer and Supplier.





11.           “Permit”
shall mean any license, approval, certificate and/or registration required by
any Applicable Law or the governmental authorities of the Territory with respect
to the Products in the Territory.





12.           “Person”
shall mean any individual, corporation, general or limited partnership, limited
liability company, joint venture, estate, trust, association, organization,
labor union or other entity or governmental body.




***Indicates
a portion of this Exhibit that has been omitted and filed separately with the
Secretary of the United States Securities and Exchange Commission pursuant to
Prestige Brands Holdings, Inc.’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.


2


13.           “Production
Year” shall mean the twelve month period starting on the Base Volume Production
Date and each twelve-month period thereafter.





14.           “Product
Specifications” means the specification(s), functionality, performance criteria,
packaging schematic(s) and design(s) and/or descriptions of the Products and all
components thereof set forth in Exhibit B utilized in
the manufacturing and packaging of the Products and as may be further provided
by Buyer to Supplier from time to time.





15.           “Products”
shall mean the products set forth on Exhibit
C.





16.           “Proprietary
Marks” means the trademarks, service marks, trade names, copyrights and related
trade dress, designs and symbols identified in Exhibit
D.  Buyer may, in its sole discretion, amend Exhibit D from time
to time to add or delete Proprietary Marks.





17.           “Representatives”
shall mean, with respect to a Party, such Party’s directors, officers,
employees, Affiliates, consultants, advisors, agents and
representatives.





18.           “Supplier
Intellectual Property” shall mean all patents, copyrights, trade secrets,
know-how, trademarks, processes, formulas, Inventions and other Intellectual
Property Rights owned by Supplier anywhere in the world.





19.           “Territory”
shall mean the United States and Canada and their respective possessions,
as well as Mexico until such time as Mexico can be outsourced by Buyer at
Buyer’s sole discretion.





20.           “Tolling
Fee” shall mean the fee charged by Supplier to Buyer on a per pound basis for
each SKU of the Products which shall include, among other things, labor, costs,
utilities and fixed overhead (including real property leasing obligations, if
any).  The Tolling Fee expressly excludes raw materials, packaging
components (including, without limitation, pallets), the Capital Recovery Amount
on a per SKU basis of the Products and the purchase price allocation for any
land purchased by Supplier.





ARTICLE
2 - PRODUCT SUPPLY AND OBLIGATIONS





1.           Purchase and
Sale.





(a)           Pursuant
to the terms and conditions of this Agreement, Supplier agrees to use
commercially reasonable efforts to manufacture and package sufficient Products
to meet Buyer’s requirements set forth in the Forecast (as defined
below).  Supplier may subcontract with third parties for the
manufacture and/or packaging of Products to fulfill its obligations hereunder;
provided that Buyer provides written consent to Supplier’s subcontracting with
such third-party supplier, which may be withheld for any reason
whatsoever.




***Indicates
a portion of this Exhibit that has been omitted and filed separately with the
Secretary of the United States Securities and Exchange Commission pursuant to
Prestige Brands Holdings, Inc.’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.


3


(b)           Pursuant
to the terms and conditions of this Agreement, Supplier agrees to exclusively
supply Buyer with the Products in accordance with the Product
Specifications.





(c)           Pursuant
to the terms and conditions of this Agreement, Buyer agrees to exclusively
purchase the Products from Supplier.





2.           Forecast and
Updates.  On the Base Volume Production Date and prior to each
succeeding anniversary of the Base Volume Production Date during the Term (as
defined below), Buyer shall submit to Supplier a forecast of quantities of
Products that Buyer intends to have delivered during the following calendar year
(the “Forecast”).  Buyer shall update the forecast for the following
twelve (12) month period on a monthly basis.  Supplier acknowledges
and agrees that any Forecast attached hereto or delivered pursuant to this
paragraph is non-binding with respect to Buyer.





3.           Inventory Management by
Supplier.  Supplier shall institute a Vendor Managed Inventory
System that will maintain inventory buffer targets (including minimums and
maximums) for each SKU of the Products as mutually agreed by the
Parties.  Supplier shall use Buyer’s rolling Forecasts (provided
monthly) and the agreed-upon inventory buffer targets (including minimums and
maximums) to determine Supplier’s rolling production schedule (provided weekly)
of the Products for the following twelve (12) week period (the “Production
Schedule”).  Supplier shall submit the Production Schedule to Buyer on
a weekly basis based upon the applicable monthly rolling Forecast for future
production of the Products.  The first two (2) weeks of each
Production Schedule will become binding purchase commitments on Buyer and will
constitute a firm written purchase order, unless Buyer responds to a Production
Schedule and notifies Supplier otherwise in writing no more than two (2) days
after receipt of such Production Schedule from Supplier.  Based on the
Production Schedule so established, Supplier will manufacture and deliver the
Products to Buyer so as to enable Buyer to maintain the inventory buffer targets
at Buyer’s warehouse at any given time.





4.           Delivery; Risk of
Loss.  Delivery of Products from Supplier to Buyer shall take
place FOB the Facility.  Title and risk of loss shall pass from
Supplier to Buyer upon transfer of the Products by Supplier to Buyer’s private
carriage or a commercial carrier for shipment to Buyer.  Buyer shall
be solely responsible for all cargo claims and filing and processing of all
cargo and other claims.





5.           Responsibility for
Labeling.  Buyer shall be responsible for creating the labeling
and package design for the Products and for compliance with all Applicable Laws
relating to labeling and packaging, except to the extent Buyer has relied on
information provided by Supplier as part of Buyer’s compliance
efforts.





6.           Shortages/Rejected
Goods.




***Indicates
a portion of this Exhibit that has been omitted and filed separately with the
Secretary of the United States Securities and Exchange Commission pursuant to
Prestige Brands Holdings, Inc.’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.


4


(a)           Shortages.  Buyer
shall notify Supplier in writing of any shortage in quantity of any shipment of
any Product within forty-five (45) business days after becoming aware of any
such shortage.  In the event of such shortage, Supplier shall make up
the shortage as soon as reasonably practicable after receiving such
notice.  If Supplier is rendered


unable
for a prolonged and uncured period from supplying any Product, Buyer shall have
the right to purchase Products from a third-party manufacturer unless Supplier
is able to subcontract such production to the reasonable satisfaction of Buyer;
provided, however, Buyer shall resume purchasing the Products from Supplier once
Supplier is able to resume production of the Products in the quantities required
by Buyer.





(b)           Rejected
Product.  Buyer may reject a Product if such Product does not
conform to the Product Specifications.  In the event of a conflict
regarding whether any Product conforms to the Product Specifications, Buyer
shall submit a representative number of samples of such Product to an
independent laboratory acceptable to Supplier and Buyer for
testing.  The fees and expenses of such laboratory testing shall be
borne entirely by the Party against whom such laboratory’s findings are
made.  In the event that the test results indicate that a Product in
question does not conform to the Product Specifications, Supplier shall replace
the Product at no additional cost to Buyer and shall pay all additional
destruction and/or shipping and transportation costs for said non-conforming
Product.





(c)           Capacity
Allocation.  In the event Supplier, upon receiving a Forecast,
is, or anticipates that it will be, unable to meet such Forecast, either in
whole or in part, then Supplier shall give Buyer prompt written notice of such
inability or potential inability within ten (10) business days of receipt of
such Forecast.  Supplier and Buyer shall meet within ten (10) business
days of written notice by Supplier to Buyer to consider alternatives for meeting
Buyer’s requirements for Products, including, but not limited to, outsourcing to
third-party manufacturers and expanding Supplier’s manufacturing
capacity.  Notwithstanding anything to contrary set forth herein, from
and after the date on which Supplier notifies Buyer in writing of its inability
to manufacture or subcontract the manufacture (to the reasonable satisfaction of
Buyer) in accordance with a Forecast, Buyer shall have the right to purchase
Products from a third-party manufacturer in the amount that Supplier has
indicated it is unable or may be unable to manufacture and package or
subcontract the manufacturing and packaging thereof (to the reasonable
satisfaction of Buyer) in such notice.





(d)           Consequential
Damages.  In no event will either Party be responsible for any
incidental or consequential damages whether foreseeable or not, even if advised
of the possibility of such damages; provided, that recovery of the fixed annual
Tolling Fee in the amount of $*** for each of the first two Production Years
shall not be deemed an incidental or consequential damage.





7.           Permits.  As
a condition precedent to the sale of the Product by Supplier to Buyer, (i)
Supplier shall obtain at its sole cost all Permits required in connection with
the manufacture and






***Indicates
a portion of this Exhibit that has been omitted and filed separately with the
Secretary of the United States Securities and Exchange Commission pursuant to
Prestige Brands Holdings, Inc.’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.


5


packaging
of the Products by any applicable governmental agency in the Territory; and (ii)
Buyer shall obtain at is sole cost any necessary Permits required in connection
with the sale and distribution of the Products from the relevant governmental
authorities of the Territory.





ARTICLE
3 - PRICE





1.           Price.  Prior
to the Base Volume Production Date but after the date on which the Facility is
able to manufacture and package the Products, Buyer shall purchase the Products
from Supplier at a mutually agreed upon price based on good-faith discussions by
Supplier and Buyer.  On and after the Base Volume Production Date, the
price for each SKU of the Products (the “Price”) shall be as set forth in the
form of Exhibit
E, as amended from time to time in accordance with the terms hereof, and
be comprised of (i) Costed Bill of Materials; (ii) the Tolling Fee; and (iii)
the Capital Recovery Amount; provided, however, to the extent Supplier or Buyer
is able to negotiate lower unit costs for the raw materials and component
packaging needed to manufacture and package the Products, the Price shall be
reduced entirely by such unit cost savings (including, without limitation, any
applicable rebates, promotions and off-invoice allowances or discounts), except
for any discounts Supplier may only obtain from its suppliers for early payment
of such suppliers’ invoices.  Buyer and Supplier agree that in the
event raw materials and component packaging costs fluctuate, Supplier will
provide Buyer with thirty (30) days advance written notice of any change in the
raw materials and component packaging costs, which notice will include
documentation of such cost changes in a form reasonably satisfactory to
Buyer.  The Price shall not include any taxes (except value added
taxes if any are enacted) and outbound freight and insurance
charges.





2.           Costed Bill of
Materials.  The Costed Bill of Materials shall include all
allocated pallet costs and inbound freight charges to the
Facility.  Supplier shall not mark-up the cost of the raw materials
and component packaging costs to Buyer.  If requested by Buyer,
Supplier shall provide Buyer with quarterly written reports on the costs of raw
materials and packing materials.





3.           Tolling
Fee.





(a)           Initial Fixed Annual Tolling
Fees.  The aggregate Tolling Fee for each of the first two (2)
years commencing on the Base Volume Production Date shall be fixed in the amount
of $*** per year.  If the Base Volume in each of Production Years 1
and 2 is not reached, Buyer shall promptly, within thirty (30) days, pay the
difference between the fixed annual $*** tolling fee and the actual tolling fees
previously paid by Buyer for such year.





(b)           Variable Annual Tolling
Fees.





(i)  After
the two-year period commencing on the Base Volume Production Date, the Annual
Tolling Fee to be paid by Buyer to Supplier will be variable based on pounds of
Products actually produced in any Production Year and there will be no minimum
or maximum Annual Tolling Fee per Production Year.  The Tolling
Fee


***Indicates
a portion of this Exhibit that has been omitted and filed separately with the
Secretary of the United States Securities and Exchange Commission pursuant to
Prestige Brands Holdings, Inc.’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.
 
 6


for
Production Year 3 shall be calculated by dividing $*** by the actual number of
pounds of Product produced by Supplier for Buyer during Production Year
2.





(ii)  For
purposes of determining whether the Tolling Fee shall be adjusted for Production
Year 3 or any subsequent year thereafter, the Parties shall calculate the
percentage change in pounds of Products actually produced on a year over year
basis (the “Annual Percentage Change of Products Produced”).  The
Parties agree that in order to calculate the Annual Percentage Change of
Products Produced at the end of Production Year 1 the Base Volume shall be used
as the benchmark for calculating such percentage change for such
year.  In subsequent years, the Annual Percentage Change of Products
Produced for any Production Year shall be calculated by comparing such
Production Year’s actual pounds of Products produced with the prior Production
Year’s actual pounds of Products produced as the benchmark.  So long
as the aggregate net total of the prior years’ Annual Percentage Change of
Products Produced is less than *** percent (***%), the Tolling Fee shall remain
the same as in effect from the prior Production Year, except for any Index (as
defined below) adjustment permitted hereunder.  If the aggregate net
total of each year’s Annual Percentage Change of Products Produced equals or
exceeds ***%, the Tolling Fee shall be increased or decreased by ***% for the
following Production Year depending upon whether the ***% threshold is reached
due to an aggregate decrease or increase, respectively, in the pounds of
Products produced over time; provided, that an Index-based adjustment shall also
be permitted in accordance with the terms hereof.  For example
purposes only, should the Annual Percentage Change of Products Produced in years
1, 2 and 3 equal ***%, ***% and ***%, respectively, the Tolling Fee in year 4
would remain the same as the Tolling Fee in effect during Production Year 3
except for the Index-based adjustment permitted
hereunder.  Alternatively, should the Annual Percentage Change of
Products Produced in Production Years 1 and 2 equal ***% and ***%, respectively,
the Tolling Fee in Production Year 3 would be increased by ***% from the
Production Year 2 Tolling Fee as well as the Index-based adjustment in
accordance with the terms hereof.  Once the Tolling Fee reset takes
place, the revised Tolling Fee shall be set forth in a revised schedule in the
form of Exhibit E and shall not be changed, other than for an Index-based
adjustment, until the aggregate net total of Annual Percentage Change of
Products Produced equals or exceeds ***% again.





(iii)           If
the volume of pounds of the Product declines or increases *** percent (***%) or
more from the Base Volume during the five-year period commencing on the Base
Volume Production Date, Supplier and Buyer shall agree to negotiate in good
faith a new Tolling Fee which shall be set forth in a revised schedule agreed to
by the Parties.





(c)           Index-based Adjustments to
the Tolling Fee.  Beginning in Production Year 3 and for each
Production Year thereafter, an adjustment equal to *** (***%) of the
percentage






***Indicates
a portion of this Exhibit that has been omitted and filed separately with the
Secretary of the United States Securities and Exchange Commission pursuant to
Prestige Brands Holdings, Inc.’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.
 
 7


increase
or decrease of the Consumer Price Index – Urban Wage Earners and Clerical
Workers (CPI-W), as published by the U.S. Department of Labor, Bureau of
Statistics (the “Index”), shall be applied to the Tolling Fee.





4.           Capital Recovery
Amount.  The Capital Recovery Amount shall be determined in
accordance with the provisions of Section 2 of Article 4 hereof.





5.           Price and
Payment.  Buyer shall settle invoices within thirty (30)
calendar days following the date of invoice by electronic funds
transfer.





6.           Cost Savings
Program.  Buyer and Supplier shall cooperate in good-faith to
establish a cost improvement program in order to review, optimize and reduce the
Prices of the Products through the improvement of the efficiency of the
manufacturing, packaging and logistics processes.





***Indicates
a portion of this Exhibit that has been omitted and filed separately with the
Secretary of the United States Securities and Exchange Commission pursuant to
Prestige Brands Holdings, Inc.’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.




8


ARTICLE
      4 - CONSTRUCTION OF THE FACILITY AND CAPITAL
  RECOVERY





1.           Construction of the
Facility.  Supplier will use its best efforts to construct the
Facility by August 31, 2009 that is capable of producing at least the Base
Volume.  A copy of the estimated construction timeline is attached
hereto as Exhibit F.





2.           Capital
Recovery.  The Capital Recovery Amount shall be paid by Buyer
to Supplier based on a ten (10) year straight line amortization schedule that
shall be updated annually to reflect the prime rate of interest in effect as of
the date on which a Production Year during the ten (10) year period commencing
on the Base Volume Production Date begins.  At the beginning of each
Production Year, the Capital Recovery Amount will be set on a per pound basis
for such Production Year based upon the volume of Products produced during the
immediately preceding Production Year.  Actual payments of the Capital
Recovery Amount shall be paid by Buyer to Supplier on a per SKU by weight basis
as a charge included in the Price of the Products.  Depending on the
volume of the Products ordered by Buyer through the end of each Production Year,
Supplier and Buyer agree to reconcile any underpayment or overpayment of the
Capital Recovery Amount for such Production Year.  If the volume set
for a Production Year is not reached in that Production Year, the unamortized
Capital Recovery Amount shall be promptly paid within thirty (30) days to
Supplier.  If the volume set for a Production Year is exceeded in that
Production Year, the Supplier shall promptly, within thirty (30) days, provide a
credit to the Buyer in the amount of the overpayment of the Capital Recovery
Amount for such Production Year to be applied in the following Production
Year.





3.           Non-Product Use of the
Facility.  If Supplier uses the Facility for any purposes other
than to manufacture and package the Products for Buyer, Supplier shall provide
Buyer with a credit in an amount equal to *** percent (***%) of the unamortized
Capital Recovery Amount for the applicable Production Year (the “Capital
Recovery Credit”).  The Capital Recovery Credit may be adjusted if
Buyer and Supplier mutually agree that bringing in the non-Product business into
the Facility provides synergies that benefit Buyer.





ARTICLE
5 - MANUFACTURING, SPECIFICATIONS AND INSPECTION





1.           Compliance.  Supplier
shall manufacture Product in accordance with the Product Specifications and
Applicable Laws in the Territory.





2.           Quality
Agreement.  Each of the Parties hereto have executed or shall
execute on the date hereof a Quality Agreement substantially in the form of
Exhibit G
hereto (the “Quality Agreement”).  In the event of a conflict between
this Agreement and the Quality Agreement, this Agreement shall be paramount and
shall control.





3.           Required Regulatory
Changes.  Should either Party learn or receive notice of any
changes that are required by Applicable Law or regulatory authorities within the
Territory with respect to the quality and/or manufacture of Product, said Party
shall promptly notify the other Party of






***Indicates
a portion of this Exhibit that has been omitted and filed separately with the
Secretary of the United States Securities and Exchange Commission pursuant to
Prestige Brands Holdings, Inc.’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.


9


such
required changes.  Supplier shall implement such changes within the
time frame required by Applicable Law or regulatory authorities within the
Territory.





4.           Regulatory
Actions.  Supplier and Buyer shall promptly inform each other
in writing of any inspection, application for inspection and other regulatory
action by any regulatory agency within the Territory relating to any Product or
the manufacture of any Product.  Should the inspection involve a
Party, that Party shall be allowed to participate, at its sole expense, in the
inspection as its interests may appear.





5.           Storage.  Each
Party shall adhere to any and all Applicable Laws relative to the storage of
Products and any material used to manufacture Products.  In no event
shall either Party manufacture, process, package, use or store any other product
that may present a potential hazard to any Product or the material used to
manufacture any Product in the same facilities and/or with equipment used for
manufacturing Product.  No Party shall dispose of and/or destroy any
waste product, waste material, or labeling materials in a manner contrary to all
Applicable Laws.





6.           Storage
Conditions.  Each Party agrees to store Product and Product
labeling material under appropriate controlled and secured
conditions.





7.           Inspection.  Notwithstanding
the provisions of Section 10.0 of the Quality Agreement between the Parties,
Buyer shall be entitled at any time (either acting on its own behalf or through
Representatives) to conduct at reasonable intervals, and upon reasonable notice
being given to Supplier, an audit of the manufacturing, assembly, analysis and
testing, quality control and packaging facilities used by Supplier in order to
manufacture and package the Products under this Agreement.  Supplier
shall respond promptly, fully and accurately to all requests made by Buyer
whenever Buyer requires answers to such requests in order to comply with
Applicable Law.  The fact that Buyer may have carried out any
inspection or audit, or made any requests to Supplier hereunder, and the fact
that Buyer may have stated the results of such inspection, audit or requests to
be satisfactory, shall not relieve Supplier from any of its obligations under
this Agreement.





ARTICLE
6 - PRODUCT RECALLS/INQUIRIES AND COMPLAINTS





1.           Product
Recalls.  In the event that (a) any government authority issues
a request, directive or order that a Product be recalled, (b) a court of
competent jurisdiction orders such a recall, or (c) Supplier or Buyer shall
reasonably determine that a Product should be recalled, the Parties shall take
all appropriate corrective actions, and shall cooperate in the investigations
surrounding the recall.





(i)           In
the event that Supplier or Buyer determines that a Product should be recalled,
the Parties shall consult with each other prior to taking any corrective
actions.





(ii)          In
the event that such recall results from any cause or event arising from the
manufacturing, packaging and/or storing of the recalled Product by Supplier or
any third-






***Indicates
a portion of this Exhibit that has been omitted and filed separately with the
Secretary of the United States Securities and Exchange Commission pursuant to
Prestige Brands Holdings, Inc.’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.
 
 10


party
subcontractor or the negligence of Supplier or such third-party subcontractor,
Supplier shall be responsible for all of the expenses incurred by Supplier and
Buyer in connection therewith.





(iii)           In
the event that such recall results from any cause or event arising from the
storage, distribution or handling of the recalled Product by Buyer or the
negligence, such as negligence in the provision of the Product Specifications,
of Buyer, Buyer shall be responsible for all of the expenses incurred by
Supplier and Buyer in connection therewith.





(iv)           For
purposes of this Agreement, the expenses of recall shall include the expenses of
notification and destruction or return of the recalled Product and replacement
thereof and all other costs incurred in connection with such
recall.





2.           Inquiries and Customer
Complaints.  Except as otherwise required by Applicable Law,
Buyer will be responsible for investigating and responding to all inquiries,
complaints and adverse events regarding a Product.  Supplier agrees to
provide assistance on the non-medical evaluation by providing manufacturing or
test results-related information or any other information as Buyer may
reasonably request.





3.           Disputes.  If
there is any dispute concerning which Party’s acts or omissions gave rise to
such recall of a Product, such dispute shall be referred for decision to an
independent expert to be appointed by agreement between Buyer and
Supplier.  The costs of such independent expert shall be borne equally
between Buyer and Supplier.  The decision of such independent expert
shall be in writing and, except for manifest error on the face of the decision,
shall be binding on both Buyer and Supplier.  If Buyer and Supplier
can not agree on an independent expert, this matter shall be handled by
arbitration as provided in this Agreement.





4.           Claims; Other
Actions.  As soon as it becomes aware, each Party will give the
other prompt written notice of any defect or alleged defect in a Product, any
injury alleged to have occurred as a result of the use or application of a
Product, and any circumstances that may reasonably be expected to give rise to
litigation or recall of a Product or regulatory action that may affect the sale,
manufacture or packaging of a Product, specifying, to the extent the party has
such information, the time, place and circumstances thereof and the names and
addresses of the Persons involved.  Each party will also furnish
promptly to the other copies of all papers received in respect of any claim,
action or suit arising out of such alleged defect, injury, recall or regulatory
action.





5.           Survival.  The
Sections of this Article shall survive the expiration or termination of this
Agreement, subject to any Applicable Laws in the State of New York.





ARTICLE
7 - CONFIDENTIALITY





***Indicates
a portion of this Exhibit that has been omitted and filed separately with the
Secretary of the United States Securities and Exchange Commission pursuant to
Prestige Brands Holdings, Inc.’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.


11


1.           Confidentiality of Exchanged
Information.  In connection with the transactions contemplated
by this Agreement, each Party will obtain or have access to Confidential
Information (as defined below) of the other Party.  Each Party will
hold the Confidential Information in strict confidence and will take all
reasonable precautions to prevent unauthorized disclosure of the Confidential
Information.  Each Party will institute and maintain appropriate
security measures in order to maintain the confidentiality of the Confidential
Information, including, without limitation, limiting the disclosure of the
Confidential Information to those employees in such Party’s organization who
have a need to know.  Each Party will (i) not use the other
Party’s Confidential Information for any purpose other than the performance
of this Agreement; (ii) unless required by Applicable Law, not disclose any
Confidential Information of the other Party to any third-party without the other
Party’s prior written consent; and (iii) return all of the other
Party’s  Confidential Information, including all copies thereof,
promptly upon the expiration or termination of this Agreement, or upon the other
Party’s earlier request.  Any analyses prepared by a Party based on
the Confidential Information of the other Party shall be destroyed by the Party
that prepared such analyses; such destruction to be certified in writing by the
destroying Party to the other Party.  The duration of the covenants in
this paragraph shall be the Term plus a period of two (2) years after the end of
the Term.  The obligations in this paragraph are not intended to
abrogate, lessen or supersede any more extensive protection available to the
Parties under Applicable Law.





2.           Confidential Information
Defined.  “Confidential Information” means information in any
form, including but not limited to all oral, written, visual and digital
information concerning a Party’s business, finance or operations, which is not
known to the public at the time of its disclosure.  Examples of
Confidential Information include, but are not limited to, any information
relating to each of the Parties’ financial statements, budgets, forecasts,
products, business plans, trade secrets, raw material ordering and usage,
marketing, research and development, technology, data, know-how, intellectual
property, sales, customer lists, customer requirements, internally-developed
methods of customer solicitation, the identity of and other facts relating to
existing or prospective customers, arrangements with customers or suppliers,
price quotations, invoices, quantitative reports and quality assurance
reports.  Confidential Information does not include information which
the receiving Party demonstrates: (i) was known to the public at the time of its
disclosure, or becomes known to the public after the disclosure through no
action of the receiving Party and/or its Representatives; (ii) was in the
possession of the receiving Party and/or its Representatives prior to the time
of the disclosure and the receiving Party has evidence of such prior possession;
(iii) was received by the receiving Party and/or its Representatives after
disclosure thereof by the disclosing party from a third-party which disclosure
by such third-party was not in contravention of any obligation of
confidentiality owed to the disclosing Party; or (iv) was developed by the
receiving Party independent of the disclosure by the disclosing Party and the
receiving Party has evidence of such independent development.





3. Survival.  The
Sections of this Article shall survive the expiration or termination of this
Agreement, subject to any Applicable Laws in the State of New York.




***Indicates
a portion of this Exhibit that has been omitted and filed separately with the
Secretary of the United States Securities and Exchange Commission pursuant to
Prestige Brands Holdings, Inc.’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.


12


ARTICLE
8 - PROPRIETARY RIGHTS





1.           Pre-existing Intellectual
Property and Intellectual Property Developed During Term of
Agreement.  Supplier shall retain ownership of all right,
title, and interest in and to the Supplier Intellectual Property, including all
proprietary rights therein, owned by it as of the date of execution of this
Agreement or developed solely by it during the Term independent of this
Agreement.





2.           Joint Development of
Intellectual Property and Inventions.  Buyer shall own all
Intellectual Property Rights and Inventions that relate to the Products, as well
as all improvements thereto, developed by the Parties during the Term of this
Agreement; provided, such Intellectual Property Rights and Inventions do not
incorporate in whole or in part Supplier Intellectual Property.





3.           Buyer Proprietary
Rights.  Supplier acknowledges that Buyer or its Affiliate, as
applicable, owns all right, title and interest in and to the Proprietary Marks,
and that no right, title or interest in the Proprietary Marks shall vest in
Supplier by virtue of its performance under this Agreement.  To the
extent any right, title or interest in the Proprietary Marks vests in Supplier,
Supplier hereby assigns to Buyer or its Affiliate, as applicable, all of its
right, title and interest in and to the same and shall promptly execute any and
all documents in such form as Buyer or its Affiliate, as applicable, shall
request to effect such assignment in such right, title or interest to Buyer or
its Affiliate, as applicable.  Supplier will not, during the Term of
this Agreement or thereafter, assert any claim adverse to Buyer’s or its
Affiliate’s right, title or interest in or to the Proprietary
Marks.  Solely for purposes of Supplier’s performance hereunder, Buyer
hereby grants during the Term a limited, non-exclusive, non-transferable and
royalty-free license to use the Proprietary Marks in the packaging of the
Products by Supplier for Buyer.





4.           Protection.  Supplier
shall immediately notify Buyer of any unauthorized, non-licensed, counterfeit or
otherwise illegal merchandise or other products of which it becomes aware that
bear the Proprietary Marks or appear to infringe upon the Proprietary Marks.
Supplier agrees that it shall not (except as otherwise contemplated or permitted
in this Agreement) (a) manufacture, distribute, promote, advertise, market or
sell any products or merchandise utilizing any of the Proprietary Marks; or (b)
grant sublicenses in, subcontract, delegate or assign any of the rights or
duties granted or imposed herein without obtaining the prior written consent of
Buyer.





ARTICLE
9 - FORCE MAJEURE





To the extent any situations beyond the
reasonable control of a Party (including but not limited to war, terrorism,
fire, strike, governmental actions, etc.) prevent a Party from properly
executing its obligations under this Agreement, such Party shall be excused to
such extent.  However, after such force majeure situation is resolved,
the Parties hereto shall resume their obligations hereunder.  To the
extent a force majeure event prohibits Supplier from fulfilling its obligations
hereunder, during the term of such force majeure event, Buyer shall not be
required to
purchase the Products from Supplier.  If, after sixty (60) calendar
days of delay as a result of force majeure, either Party is still unable to
perform its obligations hereunder and it does not appear that such force majeure
condition is likely to be corrected during the next thirty (30) calendar days,
then Supplier may subcontract the manufacturing of the Products (to the
reasonable satisfaction of Buyer) to a third party until Supplier can resume the
manufacturing of the Products.  In the event subcontracting the
manufacture of the Products (to the reasonable satisfaction of Buyer) is not
feasible, then either Party shall have the option to terminate this Agreement in
writing as though the Term had expired.






***Indicates
a portion of this Exhibit that has been omitted and filed separately with the
Secretary of the United States Securities and Exchange Commission pursuant to
Prestige Brands Holdings, Inc.’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.


13


ARTICLE
10 -REPRESENTATIONS
AND WARRANTIES





1.           Supplier
represents and warrants to Buyer that:





(a)           Products.





(i) the
Products will be delivered to Buyer free and clear of all liens and
encumbrances;





(ii) the
Products will be manufactured in accordance with the Product Specifications and
will be merchantable, of good material and workmanship and free from
defect;





(iii) the
manufacture, production, workmanship and quality of the Products shall conform
in all respects with all Applicable Laws; and





(iv) the
Products shall not include any substance that is banned by any Applicable
Law.





If any of
the Products or a part thereof fails to meet the foregoing warranties, Supplier
shall promptly replace the Products in a commercially reasonable manner with
Products of like quality.  To the extent that Supplier cannot replace
the Products which fail to meet the foregoing warranties in a commercially
reasonable manner, Supplier shall refund amounts paid by Buyer for such Products
within thirty (30) days of such payment.





(b)           No
Conflict.  The execution, delivery and performance of this
Agreement by Supplier does not conflict with any agreement, instrument or
understanding, oral or written, to which it is a party or by which it may be
bound, and does not violate any Applicable Law.  Supplier and its
Affiliates are not currently a party to, and during the Term of this Agreement
will not enter into, any agreements, oral or written, that are inconsistent with
the obligations set forth herein.  Supplier currently makes competing
products with the Products.





(c)           Authority.  Supplier
is validly existing and in good standing under the laws of the state of its
organization and has the corporate power and authority to enter into this
Agreement.  The execution, delivery and performance of this Agreement
have been duly authorized by all necessary action on the part of
Supplier.  This Agreement has been duly executed and delivered by
Supplier and constitutes the valid and binding obligation of Supplier,
enforceable against it in accordance with its terms except as enforceability may
be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization,
moratorium and other laws relating to or affecting creditors’ rights generally
and by general equitable principles.




***Indicates
a portion of this Exhibit that has been omitted and filed separately with the
Secretary of the United States Securities and Exchange Commission pursuant to
Prestige Brands Holdings, Inc.’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.


14


(d)           Supplier Intellectual
Property.  The Supplier Intellectual Property is valid,
subsisting and in full force and effect.  Supplier has no knowledge of
the existence of any patent, trademark, trade secret, know-how or other
Intellectual Property Right owned or controlled by a third-party that would
prevent in any material way Supplier from manufacturing in the Territory and/or
Buyer from marketing, selling, and distributing Products throughout the
Territory.  To Supplier’s knowledge, the Products and the technology
used to manufacture them will not infringe, misappropriate, dilute or violate
valid patent rights of third-parties.  There are no pending claims or,
to the knowledge of Supplier, threatened claims relating to the Supplier
Intellectual Property.





2.           Buyer
represents and warrants to Supplier that:





(a)           Labeling and
Marketing.  Product Specifications are in accordance with
Applicable Laws and Products shall be labeled and marketed in accordance with
Applicable Laws.





(b)           No
Conflict.  The execution, delivery and performance of this
Agreement by Buyer does not conflict with any agreement, instrument or
understanding, oral or written, to which it is a party or by which it may be
bound, and does not violate any Applicable Law.  Buyer and its
Affiliates are not currently a party to, and during the Term of this Agreement
will not enter into, any agreements, oral or written, that are inconsistent with
the obligations set forth herein.





(c)           Authority.  Buyer
is validly existing and in good standing under the laws of the state of its
incorporation and has the corporate power and authority to enter into this
Agreement.  The execution, delivery and performance of this Agreement
have been duly authorized by all necessary action on the part of
Buyer.  This Agreement has been duly executed and delivered by Buyer
and constitutes the valid and binding obligation of Buyer, enforceable against
it in accordance with its terms except as enforceability may be limited by
bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and
other laws relating to or affecting creditors’ rights generally and by general
equitable principles.





ARTICLE
11 -INDEMNIFICATION





1.           Indemnification by
Supplier.  Subject to the terms of this Article 11, Supplier
will defend, indemnify and hold harmless Buyer, its Representatives and their
permitted assigns and successors-in-interest (collectively, the “Buyer
Indemnitees”) from and against any and all liabilities, damages, losses, claims,
demands, assessments, actions, causes of action and costs (including reasonable
attorneys' fees and court costs) (collectively, “Losses”) arising out of or
relating to the following indemnification events (the “Supplier Indemnification
Events”):




(a)           any
material breach by Supplier of this Agreement and/or the Quality Agreement that
is not cured within any applicable cure period set forth herein and/or therein;
and






***Indicates
a portion of this Exhibit that has been omitted and filed separately with the
Secretary of the United States Securities and Exchange Commission pursuant to
Prestige Brands Holdings, Inc.’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.


15


(b)           the
manufacturing, packaging and/or storing of the Products for Buyer.




Notwithstanding
the foregoing, Supplier shall not be obligated to indemnify a Buyer Indemnitee
for any Losses incurred by a Buyer Indemnitee due to its negligence or willful
misconduct.




2.           Indemnification by
Buyer.  Subject to the terms of this Article 11, Buyer will
defend, indemnify and hold harmless Supplier, its Representatives and their
permitted assigns and successors-in-interest (collectively, the “Supplier
Indemnitees”) from and against any and all Losses (including, without
limitation, reasonable attorneys' fees and court costs) arising out of or
relating to the following indemnification events (the “Buyer Indemnification
Events”; and together with the Supplier Indemnification Events, the
“Indemnification Events”):




(a)           any
material breach by Buyer of this Agreement that is not cured within any
applicable cure period set forth herein;





(b)           the
storage, distribution, handling or sale of any Product after such Product is
made available for pick-up at Supplier’s facility;





Notwithstanding
the foregoing, Buyer shall not be obligated to indemnify a Supplier Indemnitee
for any Losses incurred by a Supplier Indemnitee due to its negligence or
willful misconduct.





3.           Conditions to
Indemnification.  The indemnification remedy set forth in this
Article 11 shall be the sole and exclusive remedy of the indemnified Parties for
the Indemnification Events specified herein.  A Party’s right to
indemnification shall be offset by any insurance or other recovery received by
the Party claiming a right to indemnification.  Moreover, each Party
agrees to make reasonable efforts to mitigate damages claimed under this Article
11.  A Party’s right to indemnification shall be premised on the
indemnified Party’s providing prompt written notice of the occurrence of the
Indemnification Event to the indemnifying Party and all associated details (to
the extent then available), including proof of any claimed Losses; provided,
however, failure to provide prompt written notice of an Indemnification Event
shall not preclude the indemnitee from asserting and pursuing an indemnification
claim made hereunder so long as the indemnitor is not irreversibly prejudiced by
the indemnitee’s failure to provide prompt written notice of such
indemnification claim.





4.           Survival.  The
Sections of this Article 11 shall survive the expiration or termination of this
Agreement, subject to any applicable laws in the State of New York.





ARTICLE
      12 - TERM AND TERMINATION





1.           Term.  The
term of this Agreement shall commence as of the Effective Date and shall
continue until ten (10) years from the Base Volume Production Date (the
“Expiration Date”) or until otherwise terminated pursuant to the terms hereof
(the “Term”).  Within ninety (90) days prior to the Expiration Date,
Buyer shall have the right, upon written notice to Supplier, to extend
this Agreement for additional one (1) year periods commencing on the day
immediately following the Expiration Date as may be extended hereunder; provided
that Buyer and Supplier agree on the Prices for the Products during the term of
any such extensions.






***Indicates
a portion of this Exhibit that has been omitted and filed separately with the
Secretary of the United States Securities and Exchange Commission pursuant to
Prestige Brands Holdings, Inc.’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.


16


2.           Termination.





(a)           If
either Party shall breach any material obligation required under this Agreement
and/or the Quality Agreement, the other Party may give written notice of its
intention to terminate this Agreement, describing in reasonable detail the
breach.  If the breaching Party fails to remedy such material breach
within sixty (60) days following such written notice, or if such breach is not
capable of cure within such period, then the non-breaching Party may, in
addition to all other remedies available at law or in equity, terminate this
Agreement immediately upon written notice.





(b)           Either
Party may terminate this Agreement immediately upon written notice thereof to
the other Party if the other Party makes an involuntary assignment of its assets
for the benefit of its creditors, files a voluntary petition under federal or
state bankruptcy or insolvency laws, a receiver or custodian is appointed for
the other Party’s business, or proceedings are instituted against the other
Party under federal or state bankruptcy or insolvency laws.





3.           Performance on
Termination.  Upon termination of this Agreement for any
reason:  (a) Products being manufactured and packaged shall be
delivered by Supplier on the scheduled delivery dates and Buyer shall pay
Supplier not later than thirty (30) calendar days after the date of the invoice
relating to such Products (provided, that Buyer makes advance payment prior to
shipment in the event of termination by Supplier due to payment default by
Buyer); and (b) all raw materials, labels and packaging used solely for the
Products shall be forwarded to Buyer by Supplier upon receipt of payment of the
Costed Bill of Materials for such items.  Buyer shall have the right,
but not the obligation, to purchase any finished Products being held in
Supplier’s inventory in excess of the agreed-up inventory buffer targets. In
addition, Buyer shall pay to the Supplier an amount equal to the unrecovered
Capital Recovery Amount through the date of termination not later than thirty
(30) calendar days after any early termination of this Agreement prior to the
ten (10) year anniversary of the Base Volume Production Date; provided, however,
Buyer shall not be obligated to pay such unrecovered Capital Recovery Amount in
the event Supplier terminates the Agreement for any reason other than as set
forth in Article 12 hereof.





4.           Post-Termination
Rights.  Termination or expiration of this Agreement for any
reason whatsoever shall not affect the rights of a Party hereto arising
hereunder or thereunder which have arisen prior to the termination or expiration
of this Agreement.  The expiration or termination of this Agreement
shall not affect any provision of this Agreement which survives according to the
terms hereof or thereof, and any and all remedies available to each of the
Parties hereto under the terms hereof or thereof or available in law or equity
shall be preserved and survive the termination or expiration of this
Agreement.





5.           Survival.  Sections
3, 4 and 5 of this Article 12 shall survive the expiration or termination of
this Agreement, subject to any Applicable Laws in the State of New
York.






***Indicates
a portion of this Exhibit that has been omitted and filed separately with the
Secretary of the United States Securities and Exchange Commission pursuant to
Prestige Brands Holdings, Inc.’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.


17


ARTICLE
13 - INSURANCE





1.           Maintenance.  During
the Term, Supplier shall maintain, from an insurance company reasonably
acceptable to Buyer, appropriate commercial product liability and blanket
contractual liability insurance coverage for the mutual benefit of Supplier and
Buyer, in the Territory with limits not less than $2,000,000.00 per occurrence
and in the aggregate annually for bodily injury and property damage, and subject
to the standard retentions adopted for similar products.





2.           Insurance
Certificates.  Within ten (10) business days after the
Effective Date, Supplier shall furnish Buyer with certificate(s) of insurance
evidencing the required insurance coverage, naming Buyer as an additional
insured, and providing for at least thirty (30) days’ prior written notice to
Buyer of cancellation or modification.  Supplier shall furnish
certificate(s) of insurance to Buyer upon each renewal or procurement of
insurance coverage for so long as Supplier is required to maintain insurance
under this Agreement.





ARTICLE
14 - MISCELLANEOUS




1. Compliance with
Laws.  Each Party shall comply in all material respects with
all Applicable Laws including, but not limited to, those concerning drugs or
drug manufacture regulatory requirements, the Products, protection of the
environment and health and safety of its workers.





2. Choice of
Law.  This Agreement shall be governed by and construed in
accordance with the laws
of the State of New York, without giving effect to its conflicts of law
principles


thereof.





3.           Arbitration.





(a) Should
      any claim arise between the Parties hereto with respect to this Agreement
      (the “Claim”), the Parties shall first attempt to resolve such Claim by
      entering into good faith negotiations by or among their appropriate
      employees or officers.  The negotiations will commence as soon
      as practicable after either Party has received notice from the other Party
      of such Claim, but no later than ten (10) calendar days after such
      receipt, and will terminate thirty (30) calendar days after such
      commencement.  During the negotiations, the Parties will not
      have the right to any discovery.





(b) Any
      Claim which has not been resolved pursuant to good faith negotiations
      contemplated above will be determined by arbitration. Any controversy,
      dispute or Claim arising from or relating to this Agreement that cannot be
      settled amicably shall be determined by arbitration in accordance with
      Section 3 of this Article 14.  The rules of the American
      Arbitration Association (“AAA”) for arbitration of commercial disputes, as
      such rules may be in effect at the time of the arbitration, shall apply
      except where the subject matter of such rules are provided in this
      Agreement and where such occurs this





***Indicates
a portion of this Exhibit that has been omitted and filed separately with the
Secretary of the United States Securities and Exchange Commission pursuant to
Prestige Brands Holdings, Inc.’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.


18


Agreement
      shall be paramount and apply.  The laws of the State of New York
      shall govern the arbitration of any Claim pursuant to Section 3 of this
      Article 14.(c) Prior
      to the initiation of arbitration, the aggrieved Party shall give the other
      Party a written notice, in accordance with this Agreement, describing the
      Claim and the amount as to which it intends to initiate
      action.  A demand for arbitration may be initiated only if the
      Parties have not amicably resolved the Claim as set forth in Section 3(a)
      of this Article 14.





(d) Where
      the Claim is for an amount equal to at least Five Hundred Thousand Dollars
      ($500,000), the Claim shall be resolved by an oral hearing in the Borough
      of Manhattan in the City of New York before a panel of three (3)
      arbitrators.  There shall be a stenographic record of the
      proceedings held before the
arbitrators.





(e) Where a
      Claim exists requiring three (3) arbitrators, Supplier shall appoint one
      (1) arbitrator and Buyer will appoint one  (1) arbitrator within
      thirty (30) days following service of the written demand for
      arbitration.  The two arbitrators shall select a third
      arbitrator within forty-five (45) days after their
      appointment.  If the arbitrators selected by the Parties are
      unable or fail to agree on a third arbitrator, the AAA shall, in its sole
      discretion, designate the arbitrator.  At least one (1) of the
      arbitrators shall be an attorney actively engaged in the practice of law
      for at least ten (10) years and familiar with procurement
      agreements.





(f)  Where
      the Claim requires three (3) arbitrators, the decision of the arbitrators
      shall be made by majority vote and be accompanied by a reasoned
      opinion.





(g) Where
      the Claim involves a controversy of Fifty Thousand Dollars ($50,000) or
      less, Supplier and Buyer shall mutually select a single arbitrator within
      fifteen (15) days after service of a demand for arbitration subject to the
      following: (a) in the event an arbitrator cannot be mutually selected,
      then the arbitrator shall be selected by the AAA; (b) the parties shall
      submit their positions in writing on the Claim within thirty (30) days
      after the appointment of the arbitrator; (c) the arbitrator shall issue a
      decision that shall be reasoned and shall be served as a final order
      within thirty (30) days after the written
  submission.





(h) Where
      the Claim involves a controversy of more than Fifty Thousand Dollars
      ($50,000), but less than Five Hundred Thousand Dollars ($500,000),
      Supplier and Buyer shall mutually select a single arbitrator within
      fifteen (15) days after service of a demand for arbitration subject to the
      following: (a) in the event an arbitrator cannot be mutually selected,
      then the arbitrator shall be selected by the AAA within thirty (30) days;
      (b) the parties shall submit their positions in writing and include a list
      of witnesses within thirty (30) days; (c) there shall be an oral hearing
      by phone or a hearing by mutual agreement including a video conference
      hearing or an oral hearing attended by the Parties within thirty (30) days
      of the written submissions; and (d) the arbitrator shall issue a decision




***Indicates
a portion of this Exhibit that has been omitted and filed separately with the
Secretary of the United States Securities and Exchange Commission pursuant to
Prestige Brands Holdings, Inc.’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.


19


that
      shall be reasoned and that shall be served as a final order within thirty
      (30) days after the hearing.(i) Either
      Supplier or Buyer, before or during arbitration, may apply to a court
      having jurisdiction of the subject matter and the Parties for a temporary
      restraining order or preliminary injunction where such emergency relief is
      necessary to protect its interests prior to institution of, or pending
      completion of, arbitration proceedings.  Either Party may seek
      such emergency relief, and not by way of limitation, in order to: (a)
      compel the other Party to continue to perform under the terms of this
      Agreement, both prior to and during any arbitration procedure in
      accordance with this Agreement; (b) compel the other Party to arbitrate
      any dispute as provided in this Section 3 of Article 14; or (c) to require
      specific performance of any provision of this Agreement.  Such
      obligations may be specifically enforced in any court having jurisdiction
      of the subject matter and the
Parties.





(j) Unless
      otherwise agreed by the parties, no arbitration shall be consolidated with
      any other proceeding, nor shall it include parties other than Supplier and
      Buyer except for other Persons substantially involved in a common question
      of law or fact and whose presence is necessary to resolve the controversy
      or dispute.  Reasonable expenses of the arbitration shall be
      borne equally by the Parties.  Each Party shall bear the
      expenses of its counsel and other
experts.





(k)The
      arbitrators shall have no power to consider or award consequential,
      punitive or exemplary damages, whether statutory or under common
      law.





(l) The
      decision of the arbitrator(s) shall be final and binding upon the Parties
      and shall be accompanied by a reasoned opinion.  Judgment upon
      an arbitrator or arbitrators’ award may be entered in any competent
      court.  Unless otherwise agreed, the Parties shall continue to
      perform under this Agreement before and/or during any arbitration
      proceeding.





4.           Severability.  In
case any one or more of the provisions of this Agreement should be invalid,
illegal, or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.





5.           Independent
Contractors.  The relationship between Buyer and Supplier is
that of independent contractors, and nothing herein shall be deemed to
constitute the relationship of partners, joint venturers, or principal and agent
between Buyer and Supplier.  Neither Party shall have any express or
implied right or authority to assume or create any obligations on behalf of or,
in the name of, the other Party or to bind the other Party to any contract,
agreement or undertaking with any third-party.





6.           Assignment.  None
of the Parties hereto may assign any of its rights or delegate any of its duties
or obligations under this Agreement without the prior written consent of the
other Party hereto and any such attempted assignment without such prior written
consent shall be void and






***Indicates
a portion of this Exhibit that has been omitted and filed separately with the
Secretary of the United States Securities and Exchange Commission pursuant to
Prestige Brands Holdings, Inc.’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.


20


of no
force and effect; provided, however, Buyer shall have the right to assign this
Agreement and its rights and obligations hereunder to any of its Affiliates or
any successor-in-interest (via merger, consolidation, reorganization or
otherwise) without obtaining the prior consent of Supplier so long as Buyer
provides Supplier with a written guarantee of the repayment of the Capital
Recovery Amount.  For purposes of this paragraph, any (i) sale of a
majority of Supplier’s assets; or (ii) merger, consolidation, recapitalization,
stock sale or any similar transaction involving Supplier shall be deemed an
assignment of this Agreement requiring the prior written consent of
Buyer.  Subject to the foregoing, this Agreement will be binding upon
and will inure to the benefit of the Parties and their respective successors and
permitted assigns, and no assignment permitted hereunder (including an
assignment by Buyer to any of its Affiliates) shall relieve any such assignor
from its duties and obligations set forth herein and such assignor shall remain
jointly and fully liable for any breach of this Agreement by its
assignee.





7.           Continuing
Obligations.  Any and all provisions, promises and warranties
contained herein which by their nature or effect are required or intended to be
observed, kept or performed after termination or expiration of this Agreement
will survive the termination or expiration of this Agreement and remain binding
upon and for the benefit of the Parties hereto.





8.           Notices.  All
notices or other communications which shall or may be given pursuant to this
Agreement shall be in writing and shall be deemed to be effective when delivered
by facsimile transmission AND (a) when delivered if sent by registered or
certified mail, return receipt requested, or (b) on the next business day, if
sent by overnight courier, in each case to the Parties hereto at the following
addresses (or at such other addresses as shall be specified by like notice) with
postage or delivery charges prepaid:





If to
      Supplier:
              Fitzpatrick Bros.,
      Inc.625 North Sacramento
      BoulevardChicago,
      Illinois 60612Fax:
      (773) 722-5133Attention: William
      J. O’ConnorIf to
      Buyer:
              The Spic and Span
      Company90 North
      BroadwayIrvington,
      New York 10533Fax:  (914)
      524-6814Attention:
      Senior Vice President - OperationsWith a copy
      to:
              The Spic and Span
      Company90 North
      BroadwayIrvington,
      New York 10533Fax: (914)
      524-7488Attention:
      Legal Department







***Indicates
a portion of this Exhibit that has been omitted and filed separately with the
Secretary of the United States Securities and Exchange Commission pursuant to
Prestige Brands Holdings, Inc.’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.


21
 9.           
 Entire
Agreement.  This Agreement and any confidentiality agreement
between the Parties hereto contain the entire agreement between the Parties
hereto concerning the subject matter hereof and thereof and supersede any prior
or contemporaneous agreements or understandings (whether oral or written)
between the Parties with respect to the subject matter hereof and
thereof.  No course of dealing or usage of trade shall be used to
modify the terms hereof.





10.           Amendment, Modification and
Waiver.  No amendment, modification or addendum will be
effective unless reduced to a writing signed by a duly authorized officer of
both Parties.  No term or provision hereof will be deemed waived and
no breach excused unless such waiver or consent will be in writing and signed by
an authorized officer of the Party claimed to have waived or
consented.  Failure of either Party hereto to insist upon strict
conformance to any term herein in the event of a breach or default shall not be
construed as a consent or waiver of that breach or default or any subsequent
breach or default of the same or of any other term contained herein or
therein.





11.           Third-Party
Beneficiaries.  Except as otherwise set forth in Article 11,
this Agreement is entered into solely between, and may be enforced only by,
Buyer and Supplier, and this Agreement will not be deemed to create any rights
in third-parties, including suppliers, customers or subcontractors of a Party,
or to create any obligations of a Party to any such third-parties.





12.           Counterparts; Facsimile
Signatures.  This Agreement may be executed in two
counterparts, each of which will constitute an original but all of which
together constitute a single document.  Faxed signatures shall have
the same legal effect as original signatures.





13.           Equitable
Relief.  Both Parties agree that, because breach or threatened
breach of any of the terms of Article 7 and 8 of this Agreement by a Party will
result in immediate and irreparable injury to the other Party, such other Party
shall be entitled to an injunction restraining the breaching Party from any such
breach to the fullest extent allowed by Applicable Law.  Any such
right of equitable relief granted to the non-breaching Party shall not be deemed
to preclude such Party from seeking money damages or any other remedy from the
breaching Party and/or its Affiliates and agents in the event of such a
breach.





14.           Announcements.  Neither
Party shall, without the prior written consent of the other Party (which consent
shall not be unreasonably delayed, conditioned or withheld), make any
announcement or public statement, or make any other form of public disclosure
(including, without limitation, the issuing of a press release) relating to or
concerning this Agreement or any of the provisions hereof; provided, however,
that any Party may make any announcement or public disclosure required by
Applicable Law (including, without limitation, federal and state securities
laws) or the rules and regulations of any applicable securities exchange on
which the securities of such Party or its Affiliates may then be
traded.





[remainder
of page intentionally left blank]






***Indicates
a portion of this Exhibit that has been omitted and filed separately with the
Secretary of the United States Securities and Exchange Commission pursuant to
Prestige Brands Holdings, Inc.’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.
 
 22


IN WITNESS WHEREOF, each of the Parties
hereto has each caused this Agreement to be executed by its duly authorized
representative as of the date first written above.











THE SPIC
AND SPAN COMPANY





By:/s/ Peter J. Anderson


Name: 
Peter J. Anderson


Title: 
Treasurer











FITZPATRICK
BROS., INC.





By: /s/ Robert O. Remien


Name: 
Robert O. Remien


Title: 
President







EXHIBIT
A***




Estimated
Capital Requirements




***Exhibit
A has been omitted and filed separately with the Secretary of the United States
Securities and Exchange Commission pursuant to Prestige Brands Holdings, Inc.’s
application requesting confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934.








EXHIBIT
B





Product
Specifications





The
Product Specifications shall be as set forth in the finished product monograph,
document MN-016 provided by Buyer to Supplier prior to the date hereof, and as
updated from time to time by Buyer and provided to Supplier.








EXHIBIT C
***





Products










Comet®Comet®
      PowderComet® Lemon
      PowderComet® Orange
      PowderComet® Lavender
      Powder











EXHIBIT
D





Proprietary
Marks





Comet®
and any foreign translations thereof


Chlorinol®
and any foreign translations thereof







EXHIBIT
E





Form of
Pricing Sheet




Exhibit E
has been omitted from this filing because it contains no information that is
material to an investment decision and which is not otherwise disclosed in the
agreement or the filing to which this document is an exhibit.








EXHIBIT F
***





Facility
Construction Timeline




***Exhibit
F has been omitted and filed separately with the Secretary of the United States
Securities and Exchange Commission pursuant to Prestige Brands Holdings, Inc.’s
application requesting confidential treatment under Rule 24b-2 of the Securities
Exchange Act of 1934.







EXHIBIT
G





Quality
Agreement




Exhibit G
has been omitted from this filing because it contains no information that is
material to an investment decision and which is not otherwise disclosed in the
agreement or the filing to which this document is an
exhibit.