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                                                                   Exhibit 10.24

                                                                  EXECUTION COPY

                           SENIOR MANAGEMENT AGREEMENT

     THIS SENIOR MANAGEMENT AGREEMENT (this "AGREEMENT") is made as of February
6, 2004 (the "EFFECTIVE DATE"), by and among Medtech/Denorex, LLC, a Delaware
limited liability company (the "COMPANY"), Medtech/Denorex Management, Inc., a
Delaware corporation ("EMPLOYER"), and Michael A. Fink ("EXECUTIVE").

     The Company and Executive desire to enter into an agreement pursuant to
which Executive will acquire from the Company, and the Company will issue to
Executive, Class B Preferred Units of the Company (the "CLASS B PREFERRED
UNITS") and Common Units of the Company (the "COMMON UNITS"). Certain
definitions are set forth in SECTION 11 of this Agreement.

     Employer desires to employ Executive and Executive desires to be employed
by Employer upon the terms set forth herein.

     The execution and delivery of this Agreement by the Company and Executive
is a condition to (A) the purchase of Class B Preferred Units and Common Units
by GTCR Fund VIII, L.P., a Delaware limited partnership ("GTCR FUND VIII"), GTCR
Fund VIII/B, L.P., a Delaware limited partnership ("GTCR FUND VIII/B"), GTCR
Co-Invest II, L.P., a Delaware limited partnership ("GTCR CO-INVEST") and the
TCW/Crescent Purchasers (as defined herein) pursuant to a Unit Purchase
Agreement among the Company and such Persons dated as of the date hereof (the
"PURCHASE AGREEMENT") and (B) the purchase of warrants to acquire Class B
Preferred Units and Common Units by GTCR Capital Partners, L.P., a Delaware
limited partnership ("GTCR CAPITAL PARTNERS") and the TCW/Crescent Lenders (as
defined herein) pursuant to a Warrant Agreement between the Company and such
Persons dated as of the date hereof. Each of GTCR Fund VIII, GTCR Fund VIII/B,
GTCR Co-Invest and the TCW/Crescent Purchasers is sometimes individually
referred to herein as an "EQUITY INVESTOR" and, collectively, as the "EQUITY
INVESTORS." Each of GTCR Capital Partners and the TCW/Crescent Lenders is
sometimes individually referred to herein as a "DEBT INVESTOR" and,
collectively, as the "DEBT INVESTORS." Each of the Equity Investors and the Debt
Investors is sometimes individually referred to herein as an "INVESTOR" and,
collectively, as the "INVESTORS." Certain provisions of this Agreement are
intended for the benefit of, and will be enforceable by, the Investors.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby agree as follows:

                   PROVISIONS RELATING TO EXECUTIVE SECURITIES

     1.     ACQUISITION AND ISSUANCE OF EXECUTIVE SECURITIES.

            (a) Upon execution of this Agreement, Executive will acquire, and
     the Company will issue, 609,746 Common Units at a price of $0.10 per unit
     and

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     107.368 Class B Preferred Units at a price of $1,000 per unit, for an
     aggregate purchase price of $168,343. Upon the execution of this Agreement,
     the Company will deliver to Executive copies of the certificates
     representing such Executive Securities (as defined below), and Executive
     will contribute, assign, transfer, convey and deliver to the Company in
     full consideration for such Executive Securities that number of shares of
     Medtech Common Stock with an aggregate Medtech Common Stock Value,
     determined as of the Closing Date, of $168,343.

     If the Medtech Common Stock Value determined as of the Closing Date is
increased after the Closing Date pursuant to adjustments thereto contemplated by
the Stock Purchase Agreement, then the Company shall issue to Executive for no
additional consideration (I) the number of Co-Invest Common Units and Class B
Preferred Units (using the same ratio then in effect as between such units)
having an aggregate value equal to such increase (assuming a Class B Preferred
Unit value of $1,000 per unit and a Co-Invest Common Unit value of $0.10 per
unit) and (II) the number of Co-Invest Common Units and Class B Preferred Units
(using the same ratio then in effect as between such units) having an aggregate
value equal to the Class B Yield (as defined in the LLC Agreement) that would
have accrued on the Class B Preferred Units issued pursuant to the foregoing
clause (I) had such units been issued as of the Closing Date (assuming a Class B
Preferred Unit value of $1,000 per unit and a Co-Invest Common Unit value of
$0.10 per unit). If the Medtech Common Stock Value determined as of the Closing
Date is decreased after the Closing Date pursuant to adjustments thereto
contemplated by the Stock Purchase Agreement, then Executive shall forfeit to
the Company at no cost the number (using the same ratio then in effect as
between such units) of Co-Invest Common Units and Class B Preferred Units (and
the Class B Yield relating thereto) having an aggregate value equal to such
decrease (assuming a Class B Preferred Unit value of $1,000 per unit and a
Co-Invest Common Unit value of $0.10 per unit).

            (b) 587,834 of the Common Units acquired pursuant to SECTION 1(a)
     hereof are referred to herein as the "CARRIED COMMON UNITS." The remaining
     Common Units that are acquired pursuant to SECTION 1(a) above are referred
     to herein as the "CO-INVEST COMMON UNITS." All Class B Preferred Units and
     the Co-Invest Common Units acquired by Executive hereunder are referred to
     herein as the "CO-INVEST UNITS."

            (c) Within 30 days after the acquisition of the Carried Common Units
     hereunder, Executive will make an effective election with the Internal
     Revenue Service under Section 83(b) of the Internal Revenue Code and the
     regulations promulgated thereunder in the form of EXHIBIT A attached
     hereto.

            (d) 293,917 of the Carried Common Units are referred to herein as
     the "STANDARD CARRIED COMMON UNITS."

            (e) Until released upon the occurrence of a Sale of the Company or a
     Public Offering as provided below, all certificates evidencing Executive
     Securities shall be held by the Company for the benefit of Executive and
     the other

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     holder(s) of Executive Securities, if any. Upon the occurrence of a Sale of
     the Company, the Company will return all certificates evidencing Executive
     Securities to the record holders thereof. Upon the consummation of a Public
     Offering, the Company will return to the record holders thereof
     certificates evidencing the Co-Invest Units and the Vested Carried Common
     Units.

            (f) In connection with the acquisition and issuance of the Executive
     Securities, Executive represents and warrants to the Company that:

                  (i)      The Executive Securities to be acquired by Executive
     pursuant to this Agreement will be acquired for Executive's own account and
     not with a view to, or intention of, distribution thereof in violation of
     the Securities Act, or any applicable state securities laws, and the
     Executive Securities will not be disposed of in contravention of the
     Securities Act or any applicable state securities laws.

                  (ii)     Executive is an executive officer of the Company and
     Employer, is sophisticated in financial matters and is able to evaluate the
     risks and benefits of the investment in the Executive Securities.

                  (iii)    Executive is able to bear the economic risk of his
     investment in the Executive Securities for an indefinite period of time
     because the Executive Securities have not been registered under the
     Securities Act and, therefore, cannot be sold unless subsequently
     registered under the Securities Act or an exemption from such registration
     is available.

                  (iv)     Executive has had an opportunity to ask questions and
     receive answers concerning the terms and conditions of the offering of
     Executive Securities and has had full access to such other information
     concerning the Company and its Subsidiaries as he has requested.

                  (v)      Executive has full legal capacity to execute and
     deliver this Agreement and to perform his obligations hereunder. This
     Agreement constitutes the legal, valid and binding obligation of Executive,
     enforceable in accordance with its terms, and the execution, delivery and
     performance of this Agreement by Executive, to the best of his knowledge,
     does not and will not conflict with, violate or cause a breach of any
     agreement, contract or instrument to which Executive is a party or any
     judgment, order or decree to which Executive is subject.

                  (vi)     Executive is neither party to, nor bound by, any
     other employment agreement, consulting agreement, noncompete agreement,
     non-solicitation agreement or confidentiality agreement.

                  (vii)    Executive is a resident of the State of New Jersey.

                  (viii)   As of the date of this Agreement, Executive is the
     holder of record and owns beneficially the number of shares of Medtech
     Common Stock

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     being contributed to the Company by Executive pursuant to SECTION 1(a) of
     this Agreement (the "CONTRIBUTED SHARES"). Other than the transfer
     restrictions set forth in the Medtech Stockholders Agreement, Executive
     owns the Contributed Shares free and clear of all liens, pledges, voting
     agreements, voting trusts, proxy agreements, claims, security interests,
     restrictions, mortgages, deeds of trust, tenancies, and other possessory
     interests, conditional sale or other title retention agreements,
     assessments, easements, rights of way, covenants, restrictions, rights of
     first refusal, defects in title, encroachments, and other burdens, options
     or encumbrances of any kind (collectively, "LIENS"). There are no
     agreements, instruments or other arrangements restricting or otherwise
     affecting the transfer of the Contributed Shares or the other transactions
     contemplated by this SECTION 1. Upon the consummation of the transactions
     contemplated by SECTION 1(a) of this Agreement, the Company will receive
     good and valid title to the shares of Medtech Common Stock being
     contributed to the Company by Executive pursuant to SECTION 1(a) of this
     Agreement, free and clear of all Liens.

            (g) As an inducement to the Company to issue the Executive
     Securities to Executive, and as a condition thereto, Executive acknowledges
     and agrees that neither the issuance of the Executive Securities to
     Executive nor any provision contained herein shall entitle Executive to
     remain in the employment of the Company, Employer or any of their
     respective Subsidiaries or affect the right of the Company or Employer to
     terminate Executive's employment at any time for any reason, subject to the
     remaining terms of this Agreement and any other agreement between Executive
     and any such parties.

     2.     VESTING OF CARRIED COMMON UNITS.

            (a) The Co-Invest Units acquired by Executive shall be vested upon
     the acquisition thereof. The Carried Common Units (including the Standard
     Carried Common Units which shall vest on a basis proportionate to the total
     number of Carried Common Units) shall be subject to vesting in the manner
     specified in this SECTION 2.

            (b) Except as otherwise provided in this SECTION 2, the Carried
     Common Units shall become vested in accordance with the following schedule,
     if and only if as of each such date provided below, Executive has been
     continuously employed by the Company, Employer or any of their respective
     Subsidiaries from the Effective Date through and including such date:

<Table>
<Caption>
                                                           CUMULATIVE PERCENTAGE OF
                     DATE                                 CARRIED COMMON UNITS VESTED
     ------------------------------------                 ---------------------------
     <S>                                                          <C>
     First Anniversary of Effective Date                           20.00%
     Second Anniversary of Effective Date                          40.00%
     Third Anniversary of Effective Date                           60.00%
     Fourth Anniversary of Effective Date                          80.00%
     Fifth Anniversary of Effective Date                          100.00%
</Table>

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            (c) If Executive ceases to be employed by the Company, Employer and
     their respective Subsidiaries on any date other than an anniversary date
     specified in the schedule above, the cumulative percentage of Carried
     Common Units to become vested shall be determined on a PRO RATA basis
     according to the number of days elapsed since the Effective Date, or the
     most recent anniversary date, as the case may be.

            (d) Upon the occurrence of a Sale of the Company, all Carried Common
     Units which have not yet become vested shall become vested at the time of
     the consummation of the Sale of the Company, if, as of such time, Executive
     has been continuously employed by the Company, Employer or any of their
     respective Subsidiaries from the Effective Date through and including such
     date.

            (e) Carried Common Units that have become vested ("VESTED CARRIED
     COMMON UNITS") and the Co-Invest Common Units are referred to herein as
     "VESTED COMMON UNITS." The Vested Common Units and the Class B Preferred
     Units are collectively referred to herein as "VESTED UNITS." All Carried
     Common Units that have not vested are referred to herein as "UNVESTED
     COMMON UNITS."

     3.     REPURCHASE OPTIONS.

            (a) SEPARATION REPURCHASE OPTION.

                  (i)      Subject to the terms and conditions set forth in this
     SECTION 3(a) and SECTION 5 below, the Company and the Equity Investors will
     have the right to repurchase (the "SEPARATION REPURCHASE OPTION") from
     Executive and his transferees (other than the Company and the Equity
     Investors) all or any portion of (A) the Unvested Common Units, in the
     event Executive ceases to be employed by the Company, Employer and their
     respective Subsidiaries for any reason, and (B) the Vested Carried Common
     Units and the Co-Invest Units, in the event of Executive's (I) death, (II)
     Disability, (III) resignation other than for Good Reason from Executive's
     employment with the Company, Employer or any of their respective
     Subsidiaries, (IV) employment termination with Cause by the Company,
     Employer or any of their respective Subsidiaries or (V) employment
     termination when there is Substantial Underperformance (each a "SEPARATION
     REPURCHASE EVENT"). The Separation Repurchase Option with respect to Vested
     Units under SECTIONS 3(a)(B)(I) and 3(a)(i)(B)(II) shall be valid only if
     Executive fails to exercise the Separation Put Right (if applicable) within
     the Put Election Period provided in SECTION 4(a)(i) below. The Company may
     assign its repurchase rights set forth in this SECTION 3(a) to any Person.

                  (ii)     For any Separation Repurchase Option, (A) the
     purchase price for each Unvested Common Unit will be the lesser of (I)
     Executive's Original Cost for such unit and (II) the Fair Market Value of
     such unit as of the date of the Separation Repurchase Event, (B) the
     purchase price for each Vested Common Unit will be the Fair Market Value of
     such unit as of the date of the

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     Separation Repurchase Event; PROVIDED THAT, if Executive's employment is
     terminated with Cause, the purchase price for each Vested Common Unit will
     be the lesser of (I) Executive's Original Cost for such unit and (II) the
     Fair Market Value of such unit as of the effective date of Executive's
     termination with Cause and (C) the purchase price for each Class B
     Preferred Unit will be the Fair Market Value of such unit as of the date of
     the Separation Repurchase Event; PROVIDED THAT, if Executive's employment
     is terminated with Cause, the purchase price for each Class B Preferred
     Unit will be the lesser of (I) Executive's Original Cost for such unit and
     (II) the Fair Market Value of such unit as of the effective date of
     Executive's termination with Cause.

                  (iii)    The Company (with the approval of the Board) may
     elect to purchase all or any portion of the Unvested Common Units and/or
     the Vested Units by delivering written notice (the "SEPARATION REPURCHASE
     NOTICE") to the holder or holders of such securities within ninety (90)
     days after the Separation Repurchase Event. The Separation Repurchase
     Notice will set forth the number of Unvested Common Units and Vested Units
     to be acquired from each holder, the aggregate consideration to be paid for
     such units and the time and place for the closing of the transaction. The
     number of Executive Securities to be repurchased by the Company shall first
     be satisfied to the extent possible from the Executive Securities held by
     Executive at the time of delivery of the Separation Repurchase Notice. If
     the number of Executive Securities then held by Executive is less than the
     total number of Executive Securities that the Company has elected to
     purchase, the Company shall purchase the remaining Executive Securities
     elected to be purchased from the Permitted Transferee(s) of Executive
     Securities under this Agreement, PRO RATA according to the number of
     Executive Securities held by such Permitted Transferee(s) at the time of
     delivery of such Separation Repurchase Notice (determined as nearly as
     practicable to the nearest unit). The number of Unvested Common Units and
     Vested Units to be repurchased hereunder will be allocated among Executive
     and the Permitted Transferee(s) of Executive Securities (if any) PRO RATA
     according to the number of Executive Securities to be purchased from such
     Person.

                  (iv)     If for any reason the Company does not elect to
     purchase all of the Executive Securities pursuant to the Separation
     Repurchase Option, the Equity Investors shall be entitled to exercise the
     Separation Repurchase Option for all or any portion of the Executive
     Securities the Company has not elected to purchase (the "AVAILABLE
     SEPARATION SECURITIES"). As soon as practicable after the Company has
     determined that there will be Available Separation Securities, but in any
     event within four months after the Separation Repurchase Event, the Company
     shall give written notice (the "SEPARATION OPTION NOTICE") to the Equity
     Investors setting forth the number of Available Separation Securities and
     the purchase price for the Available Separation Securities. The Equity
     Investors may elect to purchase any or all of the Available Securities by
     giving written notice to the Company within 30 days after the Separation
     Option Notice has been given by the Company. If the Equity Investors elect
     to purchase an aggregate number greater than the number of Available
     Separation Securities, the Available

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     Separation Securities shall be allocated among the Equity Investors based
     upon the number of Common Units owned by each Equity Investor. As soon as
     practicable, and in any event within ten days after the expiration of the
     30-day period set forth above, the Company shall notify each holder of
     Executive Securities under this Agreement as to the number of units being
     purchased from such holder by the Equity Investors (the "SUPPLEMENTAL
     SEPARATION REPURCHASE NOTICE"). At the time the Company delivers the
     Supplemental Repurchase Notice to such holder(s) of Executive Securities,
     the Company shall also deliver written notice to each Equity Investor
     setting forth the number of units such Equity Investor is entitled to
     purchase, the aggregate purchase price and the time and place of the
     closing of the transaction.

                  (v)      The closing of the purchase of the Executive
     Securities pursuant to the Separation Repurchase Option shall take place on
     the date designated by the Company in the Separation Repurchase Notice or
     Supplemental Separation Repurchase Notice, which date shall not be more
     than 30 days nor less than five days after the delivery of the later of
     either such notice to be delivered. The Company will pay for the Executive
     Securities to be purchased by it pursuant to the Separation Repurchase
     Option by first offsetting amounts outstanding under any bona fide debts
     owed by Executive to the Company and will pay the remainder of the purchase
     price by, at its option, (A) a check or wire transfer of funds, (B) if the
     purchase is being made by a corporate successor to the Company, the
     issuance of a subordinated promissory note of such successor bearing
     interest at a rate equal to the prime rate (as published in THE WALL STREET
     JOURNAL from time to time) and having such maturity as the Company shall
     determine in good faith, not to exceed three years, (C) issuing in exchange
     for such securities a number of the Company's Class A Preferred Units
     (having the rights and preferences set forth in the LLC Agreement) equal to
     (I) the aggregate portion of the repurchase price for such Executive
     Securities determined in accordance with this SECTION 3(a) paid by the
     issuance of Class A Preferred Units DIVIDED BY (II) 1,000, and for purposes
     of the LLC Agreement each such Class A Preferred Unit shall as of its
     issuance be deemed to have Capital Contributions made with respect to such
     Class A Preferred Unit equal to $1,000, or (D) any combination of clauses
     (A), (B) and (C) as the Board may elect in its discretion. Each Equity
     Investor will pay for the Executive Securities purchased by it by a check
     or wire transfer of immediately available funds. The Company and the Equity
     Investors will be entitled to receive customary representations and
     warranties from the sellers regarding such sale and to require that all
     sellers' signatures be guaranteed.

     By way of example only for the purpose of clarifying the mechanics of
     SECTION 3(a)(v)(C), if the Company intends to repurchase 20,025,000 Common
     Units by issuance of Class A Preferred Units and the aggregate repurchase
     price for such Common Units determined in accordance with this SECTION 3(a)
     is $400,500, then the Company would issue to Executive 400.5 Class A
     Preferred Units, and for purposes of the LLC Agreement each whole Class A
     Preferred Unit issued to Executive would as of its issuance be deemed to
     have Capital

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     Contributions made for such Class A Preferred Unit of $1,000, and the
     Capital Contributions made for the one-half Class A Preferred Unit would be
     $500.

                  (vi)     Notwithstanding anything to the contrary contained in
     this Agreement, if the Fair Market Value of Executive Securities is finally
     determined to be an amount at least 10% greater than the per unit
     repurchase price for such unit of Executive Securities in the Separation
     Repurchase Notice or in the Supplemental Separation Repurchase Notice, each
     of the Company and the Equity Investors shall have the right to revoke its
     exercise of the Separation Repurchase Option for all or any portion of the
     Executive Securities elected to be repurchased by it by delivering notice
     of such revocation in writing to the holders of Executive Securities during
     the thirty-day period beginning on the date that the Company and/or the
     Equity Investors are given written notice that the Fair Market Value of a
     unit of Executive Securities was finally determined to be an amount at
     least 10% greater than the per unit repurchase price for Executive
     Securities set forth in the Separation Repurchase Notice or in the
     Supplemental Separation Repurchase Notice.

            (b) DILUTION REPURCHASE OPTION.

                  (i)      Capitalized terms used in this SECTION 3(b) or
     elsewhere in this Agreement but not otherwise defined herein shall have the
     following meanings:

                           (A)   "FOLLOW-ON PURCHASER EQUITY INVESTMENT" means
                  an investment as equity financing in the Company by one or
                  more Purchasers after the Effective Date pursuant to the
                  Purchase Agreement.

                           (B)   "FOLLOW-ON PURCHASER EQUITY INVESTMENT AMOUNT"
                  means, with respect to any Follow-on Purchaser Equity
                  Investment, the aggregate dollar amount of such Follow-on
                  Purchaser Equity Investment.

                           (C)   "FULLY-DILUTED EQUITY" means, at any time of
                  determination, the then outstanding Equity Securities plus
                  (without duplication) all shares or units (or other
                  denominations) of Equity Securities issuable, whether at such
                  time or upon the passage of time or the occurrence of future
                  events, upon the exercise, conversion or exchange of all the
                  then outstanding Equity Equivalents.

                           (D)   "MAXIMUM NUMBER OF REPURCHASABLE STANDARD
                  CARRIED COMMON UNITS" means with respect to any Follow-on
                  Purchaser Equity Investment, the product of the Maximum
                  Percentage of Repurchaseable Standard Carried Common Units
                  MULTIPLIED BY the number of Standard Carried Common Units

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                  owned by Executive immediately prior to the Follow-on
                  Purchaser Equity Investment.

                           (E)   "MAXIMUM PERCENTAGE OF REPURCHASEABLE STANDARD
                  CARRIED COMMON UNITS" means, with respect to any Follow-on
                  Purchaser Equity Investment, the sum, expressed as a
                  percentage and rounded to the nearest one-hundredth of a
                  percent, of the Purchaser Equity Fund Dilution Percentage PLUS
                  the Purchaser Mezzanine Fund Dilution Percentage.

                           (F)   "POST-MONEY EQUITY VALUE" means, with respect
                  to any Follow-on Purchaser Equity Investment, the sum of the
                  Pre-Money Equity Value PLUS the Follow-on Purchaser Equity
                  Investment Amount.

                           (G)   "PRE-MONEY EQUITY VALUE" means, with respect to
                  any Follow-on Purchaser Equity Investment, the Fair Market
                  Value of the Fully-Diluted Equity of the Company immediately
                  prior to the Follow-on Purchaser Equity Investment.

                           (H)   "PURCHASER EQUITY FUND DILUTION PERCENTAGE"
                  means, with respect to any Follow-on Purchaser Equity
                  Investment, the quotient, expressed as a percentage and
                  rounded to the nearest one-hundredth of a percent, equal to
                  the Follow-on Purchaser Equity Investment Amount divided by
                  the Post-Money Equity Value.

                           (I)   "PURCHASER MEZZANINE FUND DILUTION FACTOR"
                  means 5.53%.

                           (J)   "PURCHASER MEZZANINE FUND DILUTION PERCENTAGE"
                  means, with respect to any Follow-on Purchaser Equity
                  Investment, the product, expressed as a percentage and rounded
                  to the nearest one-hundredth of a percent, of the Purchaser
                  Equity Fund Dilution Percentage MULTIPLIED BY the Purchaser
                  Mezzanine Fund Dilution Factor.

                  (ii)     Subject to the terms and conditions set forth in this
     SECTION 3(b), in the event of any Follow-on Purchaser Equity Investment,
     the Investors will have the right to repurchase (the "DILUTION REPURCHASE
     OPTION") from Executive and his transferees (including for this purpose the
     Company and, with respect to any Standard Carried Common Units acquired
     other than pursuant to the Dilution Repurchase Option, the Investors) all
     or any portion of Executive's Maximum Number of Repurchasable Standard
     Carried Common Units as of such Follow-on Purchaser Equity Investment.

                  (iii)    For any Dilution Repurchase Option, the purchase
     price for each Standard Carried Common Unit will be Executive's Original
     Cost for such

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     unit PLUS interest on such amount at a rate of 8% per annum from the date
     hereof until the date of exercise of such Dilution Repurchase Option.

                  (iv)     As soon as practicable after the Company has
     determined the Maximum Number of Repurchasable Standard Carried Common
     Units, the Company shall give written notice (the "DILUTION REPURCHASE
     OPTION NOTICE") to the Investors setting forth the Maximum Number of
     Repurchasable Standard Carried Common Units and the purchase price
     therefor. The Investors may elect to purchase any or all of the Maximum
     Number of Repurchasable Standard Carried Common Units by giving written
     notice to the Company within 30 days after the Dilution Repurchase Option
     Notice has been given by the Company. If the Investors elect to purchase an
     aggregate number greater than the Maximum Number of Repurchasable Standard
     Carried Common Units, the Maximum Number of Repurchasable Standard Carried
     Common Units shall be allocated among the Investors based upon the number
     of Common Units owned by each Investor. As soon as practicable, and in any
     event within 10 days after the expiration of the 30-day period set forth
     above, the Company shall notify each holder of the Standard Carried Common
     Units as to the number of units being purchased from such holder by the
     Investors, the aggregate consideration to be paid for such units and the
     time and place for the closing of the transaction (the "DILUTION REPURCHASE
     NOTICE"). At such time, the Company shall also deliver written notice to
     each Investor setting forth the number of units such Investor is entitled
     to purchase, the aggregate purchase price and the time and place of the
     closing of the transaction.

                  (v)      The number of Standard Carried Common Units to be
     repurchased by the Investors shall first be satisfied to the extent
     possible from the Standard Carried Common Units held by Executive at the
     time of delivery of the Dilution Repurchase Notice. If the number of
     Standard Carried Common Units then held by Executive is less than the total
     number of Standard Carried Common Units that the Investors have elected to
     purchase, the Investors shall purchase the remaining Standard Carried
     Common Units elected to be purchased from the Permitted Transferee(s) of
     Executive Securities under this Agreement, PRO RATA according to the number
     of Executive Securities held by such Permitted Transferee(s) at the time of
     delivery of such Dilution Repurchase Notice (determined as nearly as
     practicable to the nearest unit). The number of Standard Carried Common
     Units, vested and unvested, to be repurchased hereunder shall be allocated
     among Executive and the Permitted Transferee(s) of Executive Securities (if
     any), PRO RATA according to the number of Standard Carried Common Units to
     be purchased from such Person.

                  (vi)     The closing of the purchase of the Standard Carried
     Common Units pursuant to the Dilution Repurchase Option shall take place on
     the date designated in the Dilution Repurchase Notice, which date shall not
     be more than 30 days nor less than five days after the delivery of such
     notice. Each Investor will pay for the Executive Securities to be purchased
     by it pursuant to the Dilution Repurchase Option by a check or wire
     transfer of immediately available

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     funds. The Investors will be entitled to receive customary representations
     and warranties from the sellers regarding such sale and to require that all
     sellers' signatures be guaranteed.

     4.     PUT RIGHTS.

            (a) SEPARATION PUT RIGHT.

                  (i)      In the event Executive ceases to be employed by the
     Company, Employer and their respective Subsidiaries as a result of
     Executive's (A) death, (B) Disability, (C) employment termination by the
     Company, Employer or any of their respective Subsidiaries without Cause
     when there is not Substantial Underperformance or (D) resignation from his
     employment for Good Reason when there is not Substantial Underperformance
     (each a "SEPARATION PUT EVENT"), Executive may elect (the "SEPARATION PUT
     ELECTION"), subject to and in accordance with the terms of this SECTION
     4(a) AND SECTION 5 below, to require the Company to purchase from Executive
     and the other holders of Executive Securities under this Agreement all (but
     not less than all) of the Vested Units held by Executive or such holders by
     delivering written notice (the "SEPARATION PUT EXERCISE NOTICE") to the
     Company before the expiration of the Put Election Period, specifying in
     such Separation Put Exercise Notice the number and type of Vested Units
     required to be purchased by the Company.

                  (ii)     For any Separation Put Election, the purchase price
     for each Vested Unit will be the Fair Market Value of such unit as of the
     Put Event Date.

                  (iii)    The closing of the purchase of the Vested Units
     pursuant to the Separation Put Election shall take place on a date to be
     designated by the Company in the Company Separation Purchase Price Notice,
     which date shall not be more than 30 days nor less than five days after the
     Separation Put Exercise Notice is received by the Company. The Company
     shall specify in writing to Executive the aggregate consideration to be
     paid for such units and the time and place for the closing of the
     transaction within five days after receipt of the Separation Put Exercise
     Notice (the "COMPANY SEPARATION PURCHASE PRICE NOTICE"). The Company will
     pay for the Vested Units to be purchased by it pursuant to the Separation
     Put Election by first offsetting amounts outstanding under any bona fide
     debts owed by Executive to the Company and will pay the remainder of the
     purchase price by a check or wire transfer of immediately available funds.
     The Company will be entitled to receive customary representations and
     warranties from the sellers regarding such sale and to require that all
     sellers' signatures be guaranteed.

                  (iv)     Notwithstanding anything herein to the contrary, the
     purchase obligations of the Company pursuant to this SECTION 4(a) shall
     terminate if, prior to the consummation of such purchase obligations, a
     Public Offering or a

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     Sale of the Company occurs (such termination effective as of the
     consummation of the Public Offering or Sale of the Company, as the case may
     be).

            (b) CLASS B PREFERRED UNIT PUT RIGHT. (i) Upon the occurrence of a
     Preferred Put Event described in clause (ii) or (iii) of the definition
     thereof, the Company shall deliver to Executive a written notice notifying
     Executive of the occurrence of the Preferred Put Event (each of such notice
     and the acknowledgement contemplated by clause (i) of the definition of
     "Preferred Put Event," a "PREFERRED PUT EVENT NOTICE").

                  (ii)     In the event of a Preferred Put Event, Executive may
     elect (the "PREFERRED PUT ELECTION"), subject to and in accordance with the
     terms of this SECTION 4(b) and SECTION 5 below, to require the Company to
     purchase from Executive and the Permitted Transferee(s) of Executive
     Securities all or any portion of the Maximum Number of Put Class B
     Preferred Units held by Executive or such Permitted Transferee(s) by
     delivering written notice (the "PREFERRED PUT EXERCISE NOTICE") to the
     Company before the expiration of the Put Election Period, specifying in
     such Preferred Put Exercise Notice the number of Class B Preferred Units
     required to be purchased by the Company.

                  (iii)    For any Preferred Put Election, the purchase price
     for each Class B Preferred Unit to be purchased (limited to the Maximum
     Number of Put Class B Preferred Units) will be the Fair Market Value of
     such unit as of the date of the Preferred Put Event.

                  (iv)     The closing of the purchase of the Class B Preferred
     Units pursuant to the Preferred Put Election shall take place on a date to
     be designated by the Company in the Company Preferred Purchase Price
     Notice, which date shall not be more than 30 days nor less than five days
     after the Preferred Put Exercise Notice is received by the Company. The
     Company shall specify in writing to Executive the aggregate consideration
     to be paid for such units and the time and place for the closing of the
     transaction within five days after receipt of the Preferred Put Exercise
     Notice (the "COMPANY PREFERRED PURCHASE PRICE NOTICE"). The Company will
     pay for the Class B Preferred Units to be purchased by it pursuant to the
     Preferred Put Election by first offsetting amounts outstanding under any
     bona fide debts owed by Executive to the Company and will pay the remainder
     of the purchase price by a check or wire transfer of immediately available
     funds. The Company will be entitled to receive customary representations
     and warranties from the sellers regarding such sale and to require that all
     sellers' signatures be guaranteed.

     5.     LIMITATIONS ON CERTAIN REPURCHASES. Notwithstanding anything to the
contrary contained in this Agreement, all repurchases of Executive Securities by
the Company pursuant to any of the Separation Repurchase Option, Separation Put
Election or Preferred Put Election shall be subject to the ability of the
Company to pay the purchase price from its readily available cash resources
(without imposing any obligation on the Company to raise financing to fund the
repurchases) and also subject to applicable

                                       12
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restrictions contained in the Delaware Limited Liability Company Act, the
Delaware General Corporation Law or such other governing corporate or limited
liability company law, applicable federal and state securities laws, and in the
Company's and its Subsidiaries' debt and equity financing agreements. If any
such restrictions prohibit (A) the repurchase of Executive Securities hereunder
which the Company is otherwise entitled or required to make or (B) dividends or
other transfers of funds from one or more Subsidiaries to the Company to enable
such repurchases, then the Company may (in the case of the Separation Repurchase
Option), or shall (in the case of the Separation Put Election or Preferred Put
Election), make such repurchases as soon as it is permitted to make repurchases
or receive funds from Subsidiaries under such restrictions. Furthermore, in the
event of a disagreement in accordance with the terms herein relating to the
determination of the Fair Market Value of any Executive Securities, the time
periods described herein with respect to purchases of Executive Securities under
SECTIONS 3 and 4 herein shall be tolled until any such determination has been
made in accordance with the terms provided herein.

     6.     RESTRICTIONS ON TRANSFER OF EXECUTIVE SECURITIES.

            (a) TRANSFER OF EXECUTIVE SECURITIES. The holders of Executive
     Securities shall not Transfer any interest in any units of Executive
     Securities, except pursuant to (i) the provisions of SECTIONS 3 or 4
     hereof, (ii) the provisions of Section 1 of the Securityholders Agreement
     (a "PARTICIPATING SALE"), (iii) an Approved Sale (as defined in Section 4
     of the Securityholders Agreement) or (iv) the provisions of SECTION 6(b)
     below.

            (b) CERTAIN PERMITTED TRANSFERS. The restrictions in this SECTION 6
     will not apply with respect to any Transfer of (i) Executive Securities
     made pursuant to applicable laws of descent and distribution or to such
     Person's legal guardian in the case of any mental incapacity or among such
     Person's Family Group or (ii) Common Units at such time as the Investors
     sell Common Units in a Public Sale, but in the case of this clause (ii)
     only an amount of units (the "TRANSFER AMOUNT") equal to the lesser of (A)
     the sum of the number of Vested Carried Common Units and Co-Invest Common
     Units owned by Executive and (B) the result of the number of Common Units
     owned by Executive multiplied by a fraction (the "TRANSFER FRACTION"), the
     numerator of which is the number of Common Units sold by the Investors in
     such Public Sale and the denominator of which is the total number of Common
     Units held by the Investors prior to the Public Sale; PROVIDED that, if at
     the time of a Public Sale of units by the Investors, Executive chooses not
     to Transfer the Transfer Amount, Executive shall retain the right to
     Transfer an amount of Common Units at a future date equal to the lesser of
     (x) the sum of the number of Vested Carried Common Units and Co-Invest
     Common Units owned by Executive at such future date and (y) the result of
     the number of Common Units owned by Executive at such future date
     multiplied by the Transfer Fraction; PROVIDED further that the restrictions
     contained in this SECTION 6 will continue to be applicable to the Executive
     Securities after any Transfer of the type referred to in clause (i) above
     and the transferees of such Executive Securities must agree in writing to
     be bound by the provisions of this Agreement and the LLC Agreement.

                                       13
<Page>

     Any transferee of Executive Securities pursuant to a Transfer in accordance
     with the provisions of clause (i) of this SECTION 6(b) is herein referred
     to as a "PERMITTED TRANSFEREE." Upon the Transfer of Executive Securities
     pursuant to this SECTION 6(b), the transferring holder of Executive
     Securities will deliver a written notice (a "TRANSFER NOTICE") to the
     Company. In the case of a Transfer pursuant to clause (i) hereof, the
     Transfer Notice will disclose in reasonable detail the identity of the
     Permitted Transferee(s).

            (c) TERMINATION OF RESTRICTIONS. The restrictions set forth in this
     SECTION 6 will continue with respect to each unit of Executive Securities
     until the earlier of (i) the date on which such unit of Executive
     Securities has been transferred in a Public Sale permitted by this SECTION
     6, or (ii) the consummation of a Sale of the Company.

     7.     ADDITIONAL RESTRICTIONS ON TRANSFER OF EXECUTIVE SECURITIES.

            (a) LEGEND. The certificates representing the Executive Securities
     will bear a legend in substantially the following form:

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY
     ISSUED AS OF FEBRUARY 6, 2004, HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE
     SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
     STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION
     THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
     ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN
     REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A
     SENIOR MANAGEMENT AGREEMENT BETWEEN THE COMPANY AND AN EXECUTIVE
     OF THE COMPANY AND OTHER PARTIES, DATED AS OF FEBRUARY 6, 2004. A
     COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT
     THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."

            (b) OPINION OF COUNSEL. No holder of Executive Securities may
     Transfer any Executive Securities (except pursuant to SECTION 3, SECTION 4
     or SECTION 6(b) of this Agreement, Section 4 of the Securityholders
     Agreement or an effective registration statement under the Securities Act)
     without first delivering to the Company a written notice describing in
     reasonable detail the proposed Transfer, together with an opinion of
     counsel (reasonably acceptable in form and substance to the Company) that
     neither registration nor qualification under the Securities Act and
     applicable state securities laws is required in connection with such
     transfer. In addition, if the holder of the Executive Securities delivers
     to the Company an opinion of counsel that no subsequent Transfer of such
     Executive Securities shall require registration under the Securities Act,
     the Company shall

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<Page>

     promptly upon such contemplated Transfer deliver new certificates for such
     Executive Securities that do not bear the Securities Act portion of the
     legend set forth in SECTION 7(a). If the Company is not required to deliver
     new certificates for such Executive Securities not bearing such legend, the
     holder thereof shall not Transfer the same until the prospective transferee
     has confirmed to the Company in writing its agreement to be bound by the
     conditions contained in this SECTION 7.

                        PROVISIONS RELATING TO EMPLOYMENT

     8.     EMPLOYMENT. Employer agrees to employ Executive and Executive
accepts such employment for the period beginning as of the date hereof and
ending upon his separation pursuant to SECTION 8(c) hereof (the "EMPLOYMENT
PERIOD").

            (a) POSITION AND DUTIES.

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

                  (ii)     Executive shall report to the Chief Executive Officer
     of Employer, and Executive shall devote his best efforts and, except as
     otherwise requested or directed by the Chief Executive Officer of Employer
     with respect to services to be provided by the Company or any of its
     Subsidiaries pursuant to the Transition Services Agreement, his full
     business time and attention to the business and affairs of the Company,
     Employer and their Subsidiaries.

            (b) SALARY, BONUS AND BENEFITS. During the Employment Period,
     Employer will pay Executive a base salary of $195,000 per annum (the
     "ANNUAL BASE SALARY"). The existing Medtech/Denorex bonus program will
     continue through the fiscal year ending March 31, 2004. Beginning with
     fiscal year 2005, the Board shall develop a new bonus program which may
     incorporate subjective and objective criteria for bonus achievement
     different from the criteria contained in the existing Medtech/Denorex bonus
     program; PROVIDED, HOWEVER, THAT the maximum bonus payment potentials to
     Executive will not be decreased from those provided in the existing
     Medtech/Denorex bonus program. In addition, during the Employment Period,
     Executive will be entitled to such other benefits approved by the Board and
     made available to the senior management of the Company, Employer and their
     Subsidiaries, which shall include vacation time (in an amount consistent
     with past practice) and medical, dental, life and disability insurance. The
     Board, on a basis consistent with past practice, shall review the Annual
     Base Salary of Executive and may increase the Annual Base Salary by such
     amount as the Board, in its sole discretion, shall deem appropriate. The
     term "Annual Base Salary" as used in this Agreement shall refer to the
     Annual Base Salary as it may be so increased.

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<Page>

          (c) SEPARATION.  The Employment Period will continue until (i)
     Executive's death, Disability or resignation from employment with the
     Company, Employer and their respective Subsidiaries or (ii) the Company,
     Employer and their respective Subsidiaries decide to terminate Executive's
     employment with or without Cause. If (A) Executive's employment is
     terminated without Cause pursuant to clause (ii) above or (B) Executive
     resigns from employment with the Company, Employer or any of their
     respective Subsidiaries for Good Reason, then during the period commencing
     on the date of termination of the Employment Period and ending on the first
     anniversary of the date of termination (the "SEVERANCE PERIOD"), Employer
     shall pay to Executive, in equal installments on the Employer's regular
     salary payment dates, an aggregate amount equal to (I) his Annual Base
     Salary, plus (II) an amount equal to the annual bonus, if any, paid or
     payable to Executive by Employer for the last fiscal year ended prior to
     the date of termination. In addition, if Executive is entitled on the date
     of termination to coverage under the medical and prescription portions of
     the Welfare Plans, such coverage shall continue for Executive and
     Executive's covered dependents for a period ending on the first anniversary
     of the date of termination at the active employee cost payable by Executive
     with respect to those costs paid by Executive prior to the date of
     termination; PROVIDED, that this coverage will count towards the depletion
     of any continued health care coverage rights that Executive and Executive's
     dependents may have pursuant to the Consolidated Omnibus Budget
     Reconciliation Act of 1985, as amended ("COBRA"); PROVIDED further, that
     Executive's or Executive's covered dependents' rights to continued health
     care coverage pursuant to this SECTION 8(c) shall terminate at the time
     Executive or Executive's covered dependents become covered, as described in
     COBRA, under another group health plan, and shall also terminate as of the
     date Employer ceases to provide coverage to its senior executives generally
     under any such Welfare Plan. Notwithstanding the foregoing, (I) Executive
     shall not be entitled to receive any payments or benefits pursuant to this
     SECTION 8(c) unless Executive has executed and delivered to Employer a
     general release in form and substance satisfactory to Employer and (II)
     Executive shall be entitled to receive such payments and benefits only so
     long as Executive has not breached the provisions of SECTIONS 9 or 10
     hereof. The release described in the foregoing sentence shall not require
     Executive to release any claims for any vested employee benefits, workers
     compensation benefits covered by insurance or self-insurance, claims to
     indemnification to which Executive may be entitled under the Company's or
     its Subsidiaries' certificate(s) of incorporation, by-laws or under any of
     the Company's or its Subsidiaries' directors or officers insurance
     policy(ies) or applicable law, or equity claims to contribution from the
     Company or its Subsidiaries or any other Person to which Executive is
     entitled as a matter of law in respect of any claim made against Executive
     for an alleged act or omission in Executive's official capacity and within
     the scope of Executive's duties as an officer, director or employee of the
     Company or its Subsidiaries. Not later than eighteen (18) months following
     the termination of Executive's employment, the Company and its Subsidiaries
     for which the Executive has acted in the capacity of a senior manager,
     shall sign and deliver to Executive a release of claims that the

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<Page>

     Company or its Subsidiaries has against Executive; PROVIDED THAT, such
     release shall not release any claims that the Company or its Subsidiaries
     commenced prior to the date of the release(s), any claims relating to
     matters actively concealed by Executive, any claims to contribution from
     Executive to which the Company or its Subsidiaries are entitled as a matter
     of law or any claims arising out of mistaken indemnification by the Company
     or any of its Subsidiaries. Except as otherwise provided in this SECTION
     8(c) or in the Employer's employee benefit plans or as otherwise required
     by applicable law, Executive shall not be entitled to any other salary,
     compensation or benefits after termination of Executive's employment with
     Employer.

     9.     CONFIDENTIAL INFORMATION.

            (a) OBLIGATION TO MAINTAIN CONFIDENTIALITY. Executive acknowledges
     that the information, observations and data (including trade secrets)
     obtained by him during the course of his performance under this Agreement
     concerning the business or affairs of the Company, Employer and their
     respective Subsidiaries and Affiliates ("CONFIDENTIAL INFORMATION") are the
     property of the Company, Employer or such Subsidiaries and Affiliates,
     including information concerning acquisition opportunities in or reasonably
     related to the Company's and Employer's business or industry of which
     Executive becomes aware during the Employment Period. Therefore, Executive
     agrees that he will not disclose to any unauthorized Person or use for his
     own account (for his commercial advantage or otherwise) any Confidential
     Information without the Board's written consent, unless and to the extent
     that the Confidential Information, (i) becomes generally known to and
     available for use by the public other than as a result of Executive's acts
     or omissions to act, (ii) was known to Executive prior to Executive's
     employment with Employer, the Company or any of their Subsidiaries and
     Affiliates or (iii) is required to be disclosed pursuant to any applicable
     law, court order or other governmental decree. Executive shall deliver to
     the Company at a Separation, or at any other time the Company may request,
     all memoranda, notes, plans, records, reports, computer tapes, printouts
     and software and other documents and data (and copies thereof) relating to
     the Confidential Information, Work Product (as defined below) or the
     business of the Company, Employer and their respective Subsidiaries and
     Affiliates (including, without limitation, all acquisition prospects, lists
     and contact information) which he may then possess or have under his
     control.

            (b) OWNERSHIP OF PROPERTY. Executive acknowledges that all
     discoveries, concepts, ideas, inventions, innovations, improvements,
     developments, methods, processes, programs, designs, analyses, drawings,
     reports, patent applications, copyrightable work and mask work (whether or
     not including any Confidential Information) and all registrations or
     applications related thereto, all other proprietary information and all
     similar or related information (whether or not patentable) that relate to
     the Company's, Employer's or any of their respective Subsidiaries' or
     Affiliates' actual or anticipated business, research and development, or
     existing or future products or services and that are conceived,

                                       17
<Page>

     developed, contributed to, made, or reduced to practice by Executive
     (either solely or jointly with others) while employed by the Company,
     Employer or any of their respective Subsidiaries or Affiliates (including
     any of the foregoing that constitutes any proprietary information or
     records) ("WORK PRODUCT") belong to the Company, Employer or such
     Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign,
     all of the above Work Product to the Company, Employer or to such
     Subsidiary or Affiliate. Any copyrightable work prepared in whole or in
     part by Executive in the course of his work for any of the foregoing
     entities shall be deemed a "work made for hire" under the copyright laws,
     and the Company, Employer or such Subsidiary or Affiliate shall own all
     rights therein. To the extent that any such copyrightable work is not a
     "work made for hire," Executive hereby assigns and agrees to assign to the
     Company, Employer or such Subsidiary or Affiliate all right, title, and
     interest, including without limitation, copyright in and to such
     copyrightable work. Executive shall promptly disclose such Work Product and
     copyrightable work to the Board and perform all actions reasonably
     requested by the Board (whether during or after the Employment Period) to
     establish and confirm the Company's, Employer's or such Subsidiary's or
     Affiliate's ownership (including, without limitation, assignments,
     consents, powers of attorney, and other instruments).

            (c) THIRD PARTY INFORMATION. Executive understands that the Company,
     Employer and their respective Subsidiaries and Affiliates will receive from
     third parties confidential or proprietary information ("THIRD PARTY
     INFORMATION") subject to a duty on the Company's, Employer's and their
     respective Subsidiaries' and Affiliates' part to maintain the
     confidentiality of such information and to use it only for certain limited
     purposes. During the Employment Period and thereafter, and without in any
     way limiting the provisions of SECTION 9(a) above, Executive will hold
     Third Party Information in the strictest confidence and will not disclose
     to anyone (other than personnel and consultants of the Company, Employer or
     their respective Subsidiaries and Affiliates who need to know such
     information in connection with their work for the Company, Employer or any
     of their respective Subsidiaries and Affiliates) or use, except in
     connection with his work for the Company, Employer or any of their
     respective Subsidiaries and Affiliates, Third Party Information unless
     expressly authorized by a member of the Board (other than himself if
     Executive is on the Board) in writing.

            (d) USE OF INFORMATION OF PRIOR EMPLOYERS. During the Employment
     Period and thereafter, Executive will not improperly use or disclose any
     confidential information or trade secrets, if any, of any former employers
     or any other Person to whom Executive has an obligation of confidentiality,
     and will not bring onto the premises of the Company, Employer or any of
     their respective Subsidiaries or Affiliates any unpublished documents or
     any property belonging to any former employer or any other Person to whom
     Executive has an obligation of confidentiality unless consented to in
     writing by the former employer or Person. Executive will use in the
     performance of his duties only information which is (i) generally known and
     used by persons with training and experience comparable to Executive's and
     which is (x) common knowledge in the industry or

                                       18
<Page>

     (y) otherwise legally in the public domain, (ii) otherwise provided or
     developed by the Company, Employer or any of their respective Subsidiaries
     or Affiliates or (iii) in the case of materials, property or information
     belonging to any former employer or other Person to whom Executive has an
     obligation of confidentiality, approved for such use in writing by such
     former employer or Person.

     10.    NONCOMPETITION AND NONSOLICITATION. Executive acknowledges that in
the course of his employment with Employer he will become familiar with the
Company's, Employer's and their respective Subsidiaries' trade secrets and with
other confidential information concerning the Company, Employer and such
Subsidiaries and that his services will be of special, unique and extraordinary
value to the Company, Employer and such Subsidiaries. Therefore, Executive
agrees that:

            (a) NONCOMPETITION. During the Employment Period and also during the
     period commencing on the date of termination of the Employment Period and
     ending on the first anniversary of the date of termination, he shall not
     anywhere in the United States, directly or indirectly, own, manage,
     control, participate in, consult with, render services for, or in any
     manner engage in any business (i) competing with a brand of the Company,
     Employer, Medtech, Denorex, any business acquired by such Persons, or any
     Subsidiaries of such Persons, representing 10% or more of the consolidated
     revenues or EBITDA of the Company and its Subsidiaries for the trailing 12
     months ending on the last day of the last completed calendar month
     immediately preceding the date of termination of the Employment Period or
     (ii) in which the Company, Employer Medtech, Denorex, any business acquired
     by such Persons, or any Subsidiaries of such Persons has conducted
     discussions or has requested and received information relating to the
     acquisition of such business by such Person (x) within one year prior to
     the Separation and (y) during the Severance Period, if any. Nothing herein
     shall prohibit Executive from being a passive owner of not more than 2% of
     the outstanding stock of any class of a corporation that is publicly
     traded, so long as Executive has no active participation in the business of
     such corporation.

            (b) NONSOLICITATION. During the Employment Period and also during
     the period commencing on the date of termination of the Employment Period
     and ending on the first anniversary of the date of termination, Executive
     shall not directly or indirectly through another entity (i) induce or
     attempt to induce any employee of the Company, Employer or any of their
     respective Subsidiaries to leave the employ of the Company, Employer or any
     such Subsidiary, or in any way interfere with the relationship between the
     Company, Employer and any of their respective Subsidiaries and any employee
     thereof, (ii) hire any person who was an employee of the Company, Employer
     or any of their respective Subsidiaries within 180 days after such person
     ceased to be an employee of the Company, Employer or any of their
     respective Subsidiaries (PROVIDED, HOWEVER, THAT such restriction shall not
     apply for a particular employee if the Company has provided its written
     consent to such hire, which consent, in the case of any person who was not
     a key employee of the Company, Employer or any of their respective
     Subsidiaries, shall not be unreasonably withheld), (iii) induce or attempt
     to induce

                                       19
<Page>

     any customer, supplier, licensee or other business relation of the Company,
     Employer or any of their respective Subsidiaries to cease doing business
     with the Company, Employer or any such Subsidiary or in any way interfere
     with the relationship between any such customer, supplier, licensee or
     business relation and the Company, Employer or any Subsidiary or (iv)
     directly or indirectly acquire or attempt to acquire an interest in any
     business relating to the business of the Company, Employer or any of their
     respective Subsidiaries and with which the Company, Employer and any of
     their respective Subsidiaries has conducted discussions or has requested
     and received information relating to the acquisition of such business by
     the Company, Employer or any of their respective Subsidiaries in the two
     year period immediately preceding a Separation.

            (c) ENFORCEMENT. If, at the time of enforcement of SECTION 9 or this
     SECTION 10, a court holds that the restrictions stated herein are
     unreasonable under circumstances then existing, the parties hereto agree
     that the maximum duration, scope or geographical area reasonable under such
     circumstances shall be substituted for the stated period, scope or area and
     that the court shall be allowed to revise the restrictions contained herein
     to cover the maximum duration, scope and area permitted by law. Because
     Executive's services are unique and because Executive has access to
     Confidential Information, the parties hereto agree that money damages would
     be an inadequate remedy for any breach of this Agreement. Therefore, in the
     event of a breach or threatened breach of this Agreement, the Company,
     Employer, their respective Subsidiaries or their successors or assigns may,
     in addition to other rights and remedies existing in their favor, apply to
     any court of competent jurisdiction for specific performance and/or
     injunctive or other relief in order to enforce, or prevent any violations
     of, the provisions hereof (without posting a bond or other security).

            (d) ADDITIONAL ACKNOWLEDGMENTS. Executive acknowledges that the
     provisions of this SECTION 10 are in consideration of: (i) employment with
     the Employer, (ii) the issuance of the Executive Securities by the Company
     and (iii) additional good and valuable consideration as set forth in this
     Agreement. In addition, Executive agrees and acknowledges that the
     restrictions contained in SECTION 9 and this SECTION 10 do not preclude
     Executive from earning a livelihood, nor do they unreasonably impose
     limitations on Executive's ability to earn a living. In addition, Executive
     acknowledges (i) that the business of the Company, Employer and their
     respective Subsidiaries will be conducted throughout the United States,
     (ii) notwithstanding the state of incorporation or principal office of the
     Company, Employer or any of their respective Subsidiaries, or any of their
     respective executives or employees (including the Executive), it is
     expected that the Company and Employer will have business activities and
     have valuable business relationships within its industry throughout the
     United States and (iii) as part of his responsibilities, Executive will be
     traveling throughout the United States in furtherance of Employer's
     business and its relationships. Executive agrees and acknowledges that the
     potential harm to the Company and Employer of the non-enforcement of
     SECTION 9 and this SECTION 10 outweighs any potential harm to Executive of
     its enforcement by injunction or otherwise.

                                       20
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     Executive acknowledges that he has carefully read this Agreement and has
     given careful consideration to the restraints imposed upon Executive by
     this Agreement, and is in full accord as to their necessity for the
     reasonable and proper protection of confidential and proprietary
     information of the Company, Employer and their Subsidiaries now existing or
     to be developed in the future. Executive expressly acknowledges and agrees
     that each and every restraint imposed by this Agreement is reasonable with
     respect to subject matter, time period and geographical area.

                               GENERAL PROVISIONS

     11.    DEFINITIONS.

     "AFFILIATE" means, (i) with respect to any Person, any Person that
controls, is controlled by or is under common control with such Person or an
Affiliate of such Person, and (ii) with respect to any Investor, any general or
limited partner of such Investor, any employee or owner of any such partner, or
any other Person controlling, controlled by or under common control with such
Investor.

     "BOARD" means the Company's board of managers (or its equivalent).

     "CAUSE" means (i) the intentional or knowing commission of a felony or a
crime involving moral turpitude or the commission of any other act or omission
involving dishonesty or fraud with respect to the Company, Employer or any of
their respective Subsidiaries or any of their customers or suppliers, (ii)
substantial and repeated failure to perform duties of the office held by
Executive as reasonably directed by the Board, (iii) gross negligence or willful
misconduct with respect to the Company, Employer or any of their respective
Subsidiaries, (iv) conduct tending to bring the Company, Employer or any of
their respective Subsidiaries into substantial public disgrace or disrepute or
(v) any breach by Executive of SECTIONS 9 or 10 of this Agreement.
Notwithstanding the foregoing, if it is alleged or determined that actions taken
by Executive caused the Company, Employer or any of their respective
Subsidiaries to engage in illegal activities or operations, the taking of such
actions by Executive shall not constitute "Cause" hereunder if Executive had a
reasonable and good faith belief that such actions were not in violation of any
law, rule, regulation or court order, were in the best interests of the Company,
Employer and their respective Subsidiaries and were taken in the ordinary course
of business.

     "CLASS A PREFERRED UNITS" means the Class A Preferred Units, as defined in
the LLC Agreement.

     "CLOSING DATE" has the meaning set forth in the Stock Purchase Agreement.

     "CREDIT AGREEMENT" means that certain Credit Agreement dated as of the date
hereof, by and among Medtech Acquisition, Inc., Denorex Acquisition, Inc.,
Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services
Inc., the financial institutions parties thereto and the other parties named
therein, as the same may be amended, supplemented or otherwise modified from
time to time, at any renewal, extension, refunding, restructuring, replacement
or refinancing thereof (whether with the

                                       21
<Page>

original agent or lenders or another agent or agents or other lenders and
whether provided under the original Credit Agreement or any other credit
agreement).

     "DEBT" has the meaning set forth in the Credit Agreement.

     "DENOREX" means The Denorex Company, a Delaware corporation.

     "DENOREX STOCKHOLDERS AGREEMENT" means the Stockholders Agreement of The
Denorex Company, dated November 6, 2006, among Denorex and its stockholders.

     "DISABILITY" means the disability of Executive caused by any physical or
mental injury, illness or incapacity as a result of which Executive is unable to
effectively perform the essential functions of Executive's duties as determined
by the Board in good faith.

     "EBITDA" has the meaning set forth in the Credit Agreement.

     "EQUITY EQUIVALENTS" means, at any time, without duplication with any other
Equity Securities or Equity Equivalents, any rights, warrants, options,
convertible securities or Debt, exchangeable securities or Debt, or other
rights, exercisable for or convertible or exchangeable into, directly or
indirectly, Equity Securities and securities convertible or exchangeable into
Equity Securities, whether at the time of issuance or upon the passage of time
or the occurrence of a future event.

     "EQUITY SECURITIES" means all shares or units of Common Units, Class A
Preferred Units, Class B Preferred Units and other Units (as defined in the LLC
Agreement) or other equity interests in the Company (including other classes or
series thereof having different rights) as may be authorized for issuance by the
Company from time to time. Equity Securities will also include equity of the
Company (or a corporate successor to the Company or a Subsidiary of the Company)
issued with respect to Equity Securities (i) by way of a unit split, unit
dividend, conversion, or other recapitalization, (ii) by way of reorganization
or recapitalization of the Company in connection with the incorporation of a
corporate successor in accordance with Section 15.7 of the LLC Agreement, or
(iii) by way of a distribution of securities of a Subsidiary of the Company to
the members of the Company following or with respect to a Subsidiary Public
Offering.

     "EXECUTIVE SECURITIES" means all Class B Preferred Units and Common Units
acquired by Executive hereunder. Executive Securities will continue to be
Executive Securities in the hands of any holder other than Executive (except for
the Company, the Investors and transferees in a Public Sale, which transferees,
other than as provided in SECTION 3(b)(ii) above, shall not be subject to the
provisions of this Agreement with respect to such securities), and except as
otherwise provided herein, each such other holder of Executive Securities will
succeed to all rights and obligations attributable to Executive as a holder of
Executive Securities hereunder. Executive Securities (or, individually, any
particular type of equity security included therein) will also include equity
securities of the Company (or a corporate successor to the Company or a
Subsidiary of the Company) issued with respect to Executive Securities (or,
individually, any particular type of equity security included therein) (i) by
way of a unit split, unit

                                       22
<Page>

dividend, conversion, or other recapitalization, (ii) by way of reorganization
or recapitalization of the Company in connection with the incorporation of a
corporate successor in accordance with Section 15.7 of the LLC Agreement or
(iii) by way of a distribution of securities of a Subsidiary of the Company to
the members of the Company following or with respect to a Subsidiary Public
Offering. For the avoidance of doubt, all Unvested Common Units shall remain
Unvested Common Units after a Transfer thereof, unless such Transfer is to the
Company, an Investor or a transferee in a Public Sale.

     "FAIR MARKET VALUE" of each unit of Executive Securities or other Equity
Securities, as the case may be (as applicable, the "APPLICABLE SECURITIES"),
means the average of the closing prices of the sales of such Applicable
Securities on all securities exchanges on which such Applicable Securities may
at the time be listed, or, if there have been no sales on any such exchange on
any day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on any day such Applicable Securities
are not so listed, the average of the representative bid and asked prices quoted
in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day such
Applicable Securities are not quoted in the NASDAQ System, the average of the
highest bid and lowest asked prices on such day in the domestic over-the-counter
market as reported by the National Quotation Bureau Incorporated, or any similar
successor organization, in each such case averaged over a period of 21 days
consisting of the day as of which the Fair Market Value is being determined and
the 20 consecutive business days prior to such day. If at any time such
Applicable Securities are not listed on any securities exchange or quoted in the
NASDAQ System or the over-the-counter market, the Fair Market Value will be the
fair value of such Applicable Securities as determined in good faith by the
Board. If Executive reasonably disagrees with such determination, Executive
shall deliver to the Board a written notice of objection (an "OBJECTION") within
thirty (30) days after delivery of the Separation Repurchase Notice (or if no
Separation Repurchase Notice is delivered, then within thirty (30) days after
delivery of the Supplemental Separation Repurchase Notice), the Dilution
Repurchase Notice, the Company Separation Purchase Price Notice or the Company
Preferred Purchase Price Notice, as applicable. Upon receipt of Executive's
Objection, the Board and Executive will negotiate in good faith to agree on such
Fair Market Value. If such agreement is not reached within 20 days after the
delivery of the Objection, Fair Market Value shall be determined by an appraiser
jointly selected by the Board and Executive, which appraiser shall submit to the
Board and Executive a report within 30 days of its engagement setting forth such
determination. If the parties are unable to agree on an appraiser within 25 days
after delivery of the Objection, within seven days, each party shall submit the
names of four nationally recognized firms that are engaged in the business of
valuing non-public securities, and each party shall be entitled to strike two
names from the other party's list of firms, and the appraiser shall be selected
by lot from the remaining four investment banking firms. The expenses of such
appraiser shall be borne equally by Executive and the Company. The determination
of such appraiser as to Fair Market Value shall be final and binding upon all
parties.

     "FAMILY GROUP" means a Person's spouse and descendants (whether natural or
adopted), and any trust, family limited partnership, limited liability company
or other entity wholly owned, directly or indirectly, by such Person or such
Person's spouse

                                       23
<Page>

and/or descendants that is and remains solely for the benefit of such Person
and/or such Person's spouse and/or descendants and any retirement plan for such
Person.

     "GOOD REASON" means (i) any material diminution in Executive's position,
title, authority, powers, functions, duties or responsibilities with Employer,
(ii) the permanent relocation or transfer of Employer's principal office outside
a 30 mile radius from Irvington, New York or (iii) any failure of Employer to
comply with the Annual Base Salary and bonus provisions of SECTION 8(b) hereof;
PROVIDED, HOWEVER, that either or both of clauses (i) or (ii) above shall be
disregarded for purposes of this definition if, Peter Mann, as the Chief
Executive Officer of the Employer, consents to the circumstances described in
such clause(s).

     "LLC AGREEMENT" means the Amended and Restated Limited Liability Company
Agreement of the Company, dated as of the date hereof, as amended from time to
time pursuant to its terms.

     "MAXIMUM NUMBER OF PUT CLASS B PREFERRED UNITS" means the product of (i)
the number of Class B Preferred Units acquired by Executive hereunder and held
of record and beneficially by Executive as of the date of the Preferred Put
Event, multiplied by (ii) a fraction (A) the numerator of which is the number of
Class B Preferred Units that remain unpurchased by the Equity Investors on the
date of the Preferred Put Event pursuant to Section 1B of the Purchase Agreement
and (B) the denominator of which is the total number of Class B Preferred Units
to be purchased by the Equity Investors pursuant to Section 1B of the Purchase
Agreement.

     "MEDTECH" means Medtech Holdings, Inc., a Delaware corporation.

     "MEDTECH COMMON STOCK" means the Class A-2 Common Stock, par value $0.01
per share, of Medtech.

     "MEDTECH COMMON STOCK VALUE" means the portion of the Medtech Equity
Purchase Price allocable to each share of Medtech Common Stock.

     "MEDTECH EQUITY PURCHASE PRICE" has the meaning set forth in the Stock
Purchase Agreement.

     "MEDTECH STOCKHOLDERS AGREEMENT" means the Stockholders Agreement of
Medtech, dated March 1, 2001, among Medtech and its stockholders.

     "ORIGINAL COST" means, with respect to each Common Unit purchased
hereunder, $0.10, and, with respect to each Class B Preferred Unit purchased
hereunder, $1,000 (each as proportionately adjusted for all subsequent unit
splits, unit dividends and other recapitalizations).

     "PERSON" means an individual, a partnership, a limited liability company, a
corporation, an association, a joint stock company, a trust, a joint venture, an
unincorporated organization, investment fund, any other business entity and a
governmental entity or any department, agency or political subdivision thereof.

                                       24
<Page>

     "PREFERRED PUT EVENT" means the first to occur of the following events: (i)
the receipt by Executive from the Equity Investors of an acknowledgment in
writing that the Equity Investors will not purchase all of the Class B Preferred
Units contemplated to be purchased by the Equity Investors pursuant to Section
1B of the Purchase Agreement, (ii) the execution and delivery of a definitive
agreement to consummate a Sale of the Company if at the time of such occurrence
the Equity Investors have not previously acquired all of the Class B Preferred
Units contemplated to be purchased by the Equity Investors pursuant to Section
1B of the Purchase Agreement or (iii) a Public Offering if at the time of such
occurrence the Equity Investors have not previously acquired all of the Class B
Preferred Units contemplated to be purchased by the Equity Investors pursuant to
Section 1B of the Purchase Agreement.

     "PRO FORMA EBITDA" means, for each month during the applicable period, an
amount equal to (i) with respect to fiscal years 2004 through 2008, the monthly
EBITDA projections set forth on EXHIBIT B attached hereto, and (ii) with respect
to each fiscal year following fiscal year 2008, the monthly EBITDA projections
prepared by or on behalf of management of the Company and approved by the Board
or a committee thereof, as such EBITDA projections under clauses (i) and (ii)
above may subsequently be adjusted, with the approval of the Board, to reflect
subsequent acquisitions or dispositions of businesses or other events,
circumstances or occurrences that affect such projections. If EBITDA projections
are determined on an annual (and not a monthly) basis for any fiscal year, then
monthly EBITDA projections for each month during such fiscal year shall equal
the quotient of the annual EBITDA projection for such fiscal year divided by 12.

     "PUBLIC OFFERING" means the sale in an underwritten public offering
registered under the Securities Act of equity securities of the Company or a
corporate successor to the Company.

     "PUBLIC SALE" means (i) any sale pursuant to a registered public offering
under the Securities Act or (ii) any sale to the public pursuant to Rule 144
promulgated under the Securities Act effected through a broker, dealer or market
maker (other than pursuant to Rule 144(k) prior to a Public Offering).

     "PURCHASER" has the meaning set forth in the Purchase Agreement.

     "PUT ELECTION PERIOD" means the period of time commencing on the date, as
applicable, on which the Preferred Put Event Notice is received by Executive or
on which the Separation Put Event occurs and expiring at 5:00 p.m., Chicago,
Illinois time, on the 20th business day thereafter for all Separation Put Events
other than death and Disability. If the Separation Put Event is triggered by the
Executive's death or Disability, the Put Election Period will be extended to 45
business days.

     "PUT EVENT DATE" means the date on which a Separation Put Event or a
Preferred Put Event, as applicable, occurs.

     "SALE OF THE COMPANY" means any transaction or series of transactions
pursuant to which any Person or group of related Persons other than the
Investors or their Affiliates

                                       25
<Page>

in the aggregate acquire(s) (i) equity securities of the Company possessing the
voting power (other than voting rights accruing only in the event of a default,
breach or event of noncompliance) to elect a majority of the Board (whether by
merger, consolidation, reorganization, combination, sale or transfer of the
Company's equity, securityholder or voting agreement, proxy, power of attorney
or otherwise) or (ii) all or substantially all of the Company's assets
determined on a consolidated basis; PROVIDED that a Public Offering shall not
constitute a Sale of the Company.

     "SECURITIES ACT" means the Securities Act of 1933, as amended from time to
time.

     "SECURITYHOLDERS AGREEMENT" means the Securityholders Agreement, dated as
of even date herewith, among the Company and certain of its securityholders, as
amended from time to time pursuant to its terms.

     "SEPARATION" means the cessation of employment of Executive with the
Company, Employer and their respective Subsidiaries for any reason.

     "STOCK PURCHASE AGREEMENT" means that certain Stock Purchase Agreement,
made as of January 7, 2004, among Medtech, Denorex, each stockholder of Medtech,
each stockholder of Denorex, Medtech Acquisition, Inc., and Denorex Acquisition,
Inc.

     "SUBSIDIARY" means, with respect to any Person, any corporation, limited
liability company, partnership, association, or business entity of which (i) if
a corporation, a majority of the total voting power of shares of stock entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers, or trustees thereof is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person or a combination thereof, or (ii) if a limited liability company,
partnership, association, or other business entity (other than a corporation), a
majority of partnership or other similar ownership interest thereof is at the
time owned or controlled, directly or indirectly, by that Person or one or more
Subsidiaries of that Person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association, or other business entity
(other than a corporation) if such Person or Persons shall be allocated a
majority of limited liability company, partnership, association, or other
business entity gains or losses or shall be or control any managing director or
general partner of such limited liability company, partnership, association, or
other business entity. For purposes hereof, references to a "SUBSIDIARY" of any
Person shall be given effect only at such times that such Person has one or more
Subsidiaries, and, unless otherwise indicated, the term "Subsidiary" refers to a
Subsidiary of the Company.

     "SUBSIDIARY PUBLIC OFFERING" means the sale in an underwritten public
offering registered under the Securities Act of equity securities of Employer or
another Subsidiary of the Company.

     "SUBSTANTIAL UNDERPERFORMANCE" means the occurrence or existence of either
or both of the following: (i) at any time during the 12-month period ending on
and

                                       26
<Page>

including the date of termination of the Employment Period (A) a default,
whether or not cured, caused by the failure to make any Material Payment of any
Debt (unless a clerical error caused such failure and such failure was cured
immediately upon discovery), (B) any other material event of default (after
giving effect to any applicable grace period) relating to any Material Debt the
effect of which default is to cause, or to permit the holder or holders of such
Material Debt (or a trustee or agent on behalf of such holder or holders) to
cause, any such Material Debt to become due prior to its stated maturity
(without regard to any subordination provisions relating thereto) or (C) any
Material Debt shall be declared to be due and payable, or required to be prepaid
other than by a regularly scheduled required prepayment, prior to the stated
maturity thereof or (ii) as of the date of the termination of the Employment
Period, EBITDA for the 12-month period ending on the last day of the last
completed calendar month immediately preceding the date of the termination of
the Employment Period equals an amount less than 85% of aggregate Pro Forma
EBITDA for the same 12-month period. For purposes of this definition, "Debt"
shall mean, as of any date of determination, any Debt of the Company, Employer
or any of their respective Subsidiaries; "Material Payment" shall mean any
payment equal to or greater than $100,000; and "Material Debt" shall mean any
Debt having an outstanding principal balance in excess of $3 million.

     "TCW/CRESCENT LENDERS" means collectively, TCW/Crescent Mezzanine Partners
III, L.P., a Delaware limited partnership, TCW/Crescent Mezzanine Trust III, a
Delaware business trust, and TCW/Crescent Mezzanine Partners III Netherlands,
L.P., a Delaware limited partnership, any of their Affiliates or any investment
fund for whom Trust Company of the West or any Affiliate of Trust Company of the
West acts as an account manager.

     "TCW/CRESCENT PURCHASERS" means collectively, TCW/Crescent Mezzanine
Partners III, L.P., a Delaware limited partnership, TCW/Crescent Mezzanine Trust
III, a Delaware business trust, and TCW/Crescent Mezzanine Partners III
Netherlands, L.P., a Delaware limited partnership, any of their Affiliates or
any investment fund for whom Trust Company of the West or any Affiliate of Trust
Company of the West acts as an account manager.

     "TRANSFER" means to sell, transfer, assign, pledge or otherwise dispose of
(whether with or without consideration and whether voluntarily or involuntarily
or by operation of law).

     "TRANSITION SERVICES AGREEMENT" means that certain Transition Services
Agreement, dated as of even date herewith, by and among The Spic and Span
Company, a Delaware corporation, and Medtech.

     "WELFARE PLANS" mean the welfare benefit plans, practices, policies and
programs provided by Employer to the extent applicable generally to other senior
executives of the Company.

     12.    NOTICES. Any notice provided for in this Agreement must be in
writing and must be either personally delivered, mailed by first class mail
(postage prepaid and

                                       27
<Page>

return receipt requested) or sent by reputable overnight courier service
(charges prepaid) to the recipient at the address below indicated:

            IF TO EMPLOYER:

                    Medtech/Denorex Management, Inc.
                    90 North Broadway
                    Irvington, New York  10533
                    Attention:  Chief Executive Officer
                    WITH COPIES TO:

                    GTCR Golder Rauner II, L.L.C.
                    6100 Sears Tower
                    Chicago, Illinois  60606-6402
                    Attention:  David A. Donnini and Vincent J. Hemmer

                    Kirkland & Ellis LLP
                    200 East Randolph Drive
                    Chicago, Illinois  60601
                    Attention:  Stephen L. Ritchie, P.C.

            IF TO THE COMPANY:

                    Medtech/Denorex, LLC
                    90 North Broadway
                    Irvington, New York  10533
                    Attention:  Chief Executive Officer

                    WITH COPIES TO:

                    GTCR Golder Rauner II, L.L.C.
                    6100 Sears Tower
                    Chicago, Illinois  60606-6402
                    Attention:  David A. Donnini and Vincent J. Hemmer

                    Kirkland & Ellis LLP
                    200 East Randolph Drive
                    Chicago, Illinois  60601
                    Attention:  Stephen L. Ritchie, P.C.

            IF TO EXECUTIVE:

                   Michael A. Fink
                   68 East Sherbrooke
                   Livingston, New Jersey  07039

                                       28
<Page>

                   WITH A COPY TO:

                   Ford Marrin Esposito Witmeyer & Gleser LLP
                   Wall Street Plaza
                   New York, New York  10005-1875
                   Attention:  James M. Adrian

            IF TO THE INVESTORS:

                   See the attached INVESTOR NOTICE SCHEDULE.

or such other address or to the attention of such other Person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement will be deemed to have been given when so delivered
or sent or, if mailed, five days after deposit in the U.S. mail.

     13.    GENERAL PROVISIONS.

            (a) TRANSFERS IN VIOLATION OF AGREEMENT. Any Transfer or attempted
     Transfer of any Executive Securities in violation of any provision of this
     Agreement shall be void, and the Company shall not record such Transfer on
     its books or treat any purported transferee of such Executive Securities as
     the owner of such equity for any purpose.

            (b) SEVERABILITY. Whenever possible, each provision of this
     Agreement will be interpreted in such manner as to be effective and valid
     under applicable law, but if any provision of this Agreement is held to be
     invalid, illegal or unenforceable in any respect under any applicable law
     or rule in any jurisdiction, such invalidity, illegality or
     unenforceability will not affect any other provision or any other
     jurisdiction, but this Agreement will be reformed, construed and enforced
     in such jurisdiction as if such invalid, illegal or unenforceable provision
     had never been contained herein.

            (c) COMPLETE AGREEMENT. This Agreement, those documents expressly
     referred to herein and other documents of even date herewith embody the
     complete agreement and understanding among the parties and supersede and
     preempt any prior understandings, agreements or representations by or among
     the parties, written or oral, which may have related to the subject matter
     hereof in any way.

            (d) NO STRICT CONSTRUCTION. The language used in this Agreement
     shall be deemed to be the language chosen by the parties hereto to express
     their mutual intent, and no rule of strict construction shall be applied
     against any party.

            (e) COUNTERPARTS. This Agreement may be executed and delivered in
     separate counterparts (including by means of facsimile), each of which is
     deemed to be an original and all of which taken together constitute one and
     the same agreement.

                                       29
<Page>

            (f) SUCCESSORS AND ASSIGNS. Except as otherwise provided herein,
     this Agreement shall bind and inure to the benefit of and be enforceable by
     Executive, the Company, the Investors and their respective successors and
     assigns (including subsequent holders of Executive Securities); provided
     that the rights and obligations of Executive under this Agreement shall not
     be assignable except in connection with a permitted transfer of Executive
     Securities hereunder.

            (g) CHOICE OF LAW. The law of the State of Delaware will govern all
     questions concerning the relative rights of the Company, Employer and its
     securityholders. All other questions concerning the construction, validity
     and interpretation of this Agreement and the exhibits hereto will be
     governed by and construed in accordance with the internal laws of the State
     of Delaware, without giving effect to any choice of law or conflict of law
     provision or rule (whether of the State of Delaware or any other
     jurisdiction) that would cause the application of the laws of any
     jurisdiction other than the State of Delaware.

            (h) MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN
     CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY
     RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH
     APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES),
     THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
     APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS
     OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT
     HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
     PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE
     PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING
     OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE
     TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG
     THE PARTIES HEREUNDER.

            (i) EXECUTIVE'S COOPERATION. During the Employment Period and
     thereafter, Executive shall cooperate with the Company, Employer and their
     respective Subsidiaries and Affiliates in any disputes with third parties,
     internal investigation or administrative, regulatory or judicial proceeding
     as reasonably requested by the Company (including, without limitation,
     Executive being available to the Company upon reasonable notice for
     interviews and factual investigations, appearing at the Company's request
     to give testimony without requiring service of a subpoena or other legal
     process, volunteering to the Company all pertinent information and turning
     over to the Company all relevant documents which are or may come into
     Executive's possession, all at times and on schedules that are reasonably
     consistent with Executive's other permitted activities and commitments). In
     the event the Company requires Executive's cooperation in accordance with
     this paragraph after the Employment Period, the

                                       30
<Page>

     Company shall reimburse Executive for reasonable travel expenses (including
     lodging and meals, upon submission of receipts) and compensate Executive
     for his time at a rate that is mutually agreeable to Executive and the
     Company.

            (j) REMEDIES. Each of the parties to this Agreement (and the
     Investors as third-party beneficiaries) will be entitled to enforce its
     rights under this Agreement specifically, to recover damages and costs
     (including attorney's fees) caused by any breach of any provision of this
     Agreement and to exercise all other rights existing in its favor. The
     parties hereto agree and acknowledge that money damages may not be an
     adequate remedy for any breach of the provisions of this Agreement and that
     any party may in its sole discretion apply to any court of law or equity of
     competent jurisdiction (without posting any bond or deposit) for specific
     performance and/or other injunctive relief in order to enforce or prevent
     any violations of the provisions of this Agreement.

            (k) AMENDMENT AND WAIVER. The provisions of this Agreement may be
     amended and waived only with the prior written consent of the Company,
     Employer, Executive and the Majority Holders (as defined in the Purchase
     Agreement).

            (l) INSURANCE. The Company, at its discretion, may apply for and
     procure in its own name and for its own benefit life and/or disability
     insurance on Executive in any amount or amounts considered available.
     Executive agrees to cooperate in any medical or other examination, supply
     any information, and to execute and deliver any applications or other
     instruments in writing as may be reasonably necessary to obtain and
     constitute such insurance. Executive hereby represents that he has no
     reason to believe that his life is not insurable at rates now prevailing
     for healthy men of his age.

            (m) BUSINESS DAYS. If any time period for giving notice or taking
     action hereunder expires on a day which is a Saturday, Sunday or holiday in
     the state in which the Company's chief executive office is located, the
     time period shall be automatically extended to the business day immediately
     following such Saturday, Sunday or holiday.

            (n) INDEMNIFICATION AND REIMBURSEMENT OF PAYMENTS ON BEHALF OF
     EXECUTIVE. The Company and its Subsidiaries shall be entitled to deduct or
     withhold from any amounts owing from the Company or any of its Subsidiaries
     to Executive any federal, state, local or foreign withholding taxes, excise
     taxes, or employment taxes ("TAXES") imposed with respect to Executive's
     compensation or other payments from the Company or any of its Subsidiaries
     or Executive's ownership interest in the Company, including, without
     limitation, wages, bonuses, dividends, the receipt or exercise of equity
     options and/or the receipt or vesting of restricted equity. In the event
     the Company or any of its Subsidiaries does not make such deductions or
     withholdings, Executive shall indemnify the Company and its Subsidiaries
     for any amounts paid with respect to any such Taxes, together with any
     interest, penalties and related expenses thereto.

                                       31
<Page>

            (o) REASONABLE EXPENSES. Employer agrees to pay the reasonable fees
     and expenses of Executive's counsel arising in connection with the
     negotiation and execution of this Agreement and the consummation of the
     transactions contemplated by this Agreement.

            (p) TERMINATION. This Agreement (except for the provisions of
     SECTIONS 8(a) and (b)) shall survive a Separation and shall remain in full
     force and effect after such Separation.

            (q) ADJUSTMENTS OF NUMBERS. All numbers set forth herein that refer
     to unit prices or amounts will be appropriately adjusted to reflect unit
     splits, unit dividends, combinations of units and other recapitalizations
     affecting the subject class of equity.

            (r) DEEMED TRANSFER OF EXECUTIVE SECURITIES. If the Company (and/or
     the Investors and/or any other Person acquiring securities) shall make
     available, at the time and place and in the amount and form provided in
     this Agreement, the consideration for the Executive Securities to be
     repurchased in accordance with the provisions of this Agreement, then from
     and after such time, the Person from whom such units are to be repurchased
     shall no longer have any rights as a holder of such units (other than the
     right to receive payment of such consideration in accordance with this
     Agreement), and such units shall be deemed purchased in accordance with the
     applicable provisions hereof and the Company (and/or the Investors and/or
     any other Person acquiring securities) shall be deemed the owner and holder
     of such units, whether or not the certificates therefor have been delivered
     as required by this Agreement.

            (s) NO PLEDGE OR SECURITY INTEREST. The purpose of the Company's
     retention of Executive's certificates is solely to facilitate the
     repurchase provisions set forth in SECTIONS 3 and 4 herein and Section 4 of
     the Securityholders Agreement and does not constitute a pledge by Executive
     of, or the granting of a security interest in, the underlying equity.

            (t) RIGHTS GRANTED TO GTCR FUND VIII AND ITS AFFILIATES. Any rights
     granted to GTCR Fund VIII, GTCR Fund VIII/B, GTCR Co-Invest and their
     Affiliates hereunder may also be exercised (in whole or in part) by their
     designees.

            (u) SUBSIDIARY PUBLIC OFFERING. If, after consummation of a
     Subsidiary Public Offering, the Company distributes securities of such
     Subsidiary to members of the Company, then such securities will be treated
     in the same manner as (but excluding any "preferred" features of the units
     with respect to which they were distributed) the units with respect to
     which they were distributed for purposes of SECTIONS 1(f), 2, 3, 4, 5, 6
     and 7 hereof and, in connection therewith, such Subsidiary may be treated
     as the Company for purposes of the Company's rights with respect to such
     securities.

                                       32
<Page>

                                    * * * * *

                                       33
<Page>

     IN WITNESS WHEREOF, the parties hereto have executed this Senior Management
Agreement on the date first written above.

                                       MEDTECH/DENOREX, LLC

                                       By:  /S/ AARON S. COHEN
                                          --------------------------------------
                                       Name:    Aaron S. Cohen
                                            ------------------------------------
                                       Title:   Secretary
                                             -----------------------------------

                                       MEDTECH/DENOREX MANAGEMENT,
                                       INC.

                                       By: /S/ PETER J. ANDERSON
                                          --------------------------------------
                                       Name:   Peter J. Anderson
                                            ------------------------------------
                                       Title:  Vice President
                                             -----------------------------------

                                        /S/ MICHAEL A. FINK
                                       -----------------------------------------
                                       MICHAEL A. FINK
Agreed and Accepted:

GTCR FUND VIII, L.P.

By:      GTCR Partners VIII, L.P.
Its:     General Partner

By:      GTCR Golder Rauner II, L.L.C.
Its:     General Partner

By:   /S/ DAVID A. DONNINI
   ------------------------------------
Name:     David A. Donnini
Its:      Principal


GTCR FUND VIII/B, L.P.

By:      GTCR Partners VIII, L.P.
Its:     General Partner

By:      GTCR Golder Rauner II, L.L.C.
Its:     General Partner

By:   /S/ DAVID A. DONNINI
   ------------------------------------
Name:     David A. Donnini
Its:      Principal


   [MEDTECH/DENOREX: SIGNATURE PAGE TO SENIOR MANAGEMENT AGREEMENT (MICHAEL A.
                                     FINK)]

                                       34
<Page>

GTCR CO-INVEST II, L.P.

By:      GTCR Golder Rauner II, L.L.C.
Its:     General Partner

By:   /S/ DAVID A. DONNINI
   ------------------------------------
Name:     David A. Donnini
Its:      Principal


GTCR CAPITAL PARTNERS, L.P.

By:      GTCR Mezzanine Partners, L.P.
Its:     General Partner

By:      GTCR Partners VI, L.P.
Its:     General Partner

By:      GTCR Golder Rauner, L.L.C.
Its:     General Partner

By:   /S/ DAVID A. DONNINI
   ------------------------------------
Name:     David A. Donnini
Its:      Principal


TCW/CRESCENT MEZZANINE PARTNERS III, L.P.
TCW/CRESCENT MEZZANINE TRUST III
TCW/CRESCENT MEZZANINE PARTNERS III
  NETHERLANDS, L.P.

By:      TCW/Crescent Mezzanine
         Management III, L.L.C.,
         its Investment Manager

By:      TCW Asset Management Company,
         its Sub-Advisor


By:   /S/ TIMOTHY P. COSTELLO
   ------------------------------------
Name:     Timothy P. Costello
Its:      Managing Director


   [MEDTECH/DENOREX: SIGNATURE PAGE TO SENIOR MANAGEMENT AGREEMENT (MICHAEL A.
                                     FINK)]

                                       35
<Page>

                                                                       EXHIBIT A

                                                                __________, 2004

                    PROTECTIVE ELECTION TO INCLUDE MEMBERSHIP
                      INTEREST IN GROSS INCOME PURSUANT TO
                   SECTION 83(b) OF THE INTERNAL REVENUE CODE

     On February [__], 2004, the undersigned acquired a limited liability
company membership interest (the "MEMBERSHIP INTEREST") in Medtech/Denorex, LLC,
a Delaware limited liability company (the "COMPANY"), for $[________]. Pursuant
to the Operating Agreement of the Company, the undersigned is entitled to an
interest in Company capital exactly equal to the amount paid therefor and an
interest in Company profits.

     Based on current Treasury Regulation Section 1.721-1(b), Proposed Treasury
Regulation Section 1.721-1(b)(1), and Revenue Procedures 93-27 and 2001-43, the
undersigned does not believe that issuance of the Membership Interest to the
undersigned is subject to the provisions of Section 83 of the Internal Revenue
Code (the "CODE"). In the event that the sale is so treated, however, the
undersigned desires to make an election to have the receipt of the Membership
Interest taxed under the provisions of Code Section 83(b) at the time the
undersigned acquired the Membership Interest.

     Therefore, pursuant to Code Section 83(b) and Treasury Regulation Section
1.83-2 promulgated thereunder, the undersigned hereby makes an election, with
respect to the Membership Interest, to report as taxable income for the calendar
year 2004 the excess (if any) of the value of the Membership Interest on
[_____], 2004 over the purchase price thereof.

     The following information is supplied in accordance with Treasury
Regulation Section 1.83-2(e):

1.   The name, address and social security number of the undersigned:

          [NAME]
          [ADDRESS]
          [SSN]

2.   A description of the property with respect to which the election is being
made: A membership interest in the Company entitling the undersigned to an
interest in the Company's capital exactly equal to the amount paid therefor and
___% of the Company's profits.

3.   The date on which the  Membership  Interest was  transferred:  [_____],
2004. The taxable year for which such election is made: 2004.

4.   The restrictions to which the property is subject: If the undersigned
ceases to be employed by the Company or any of its subsidiaries, the unvested
portion of the units will be subject to repurchase by the Company at the lower
of cost or market value.

                                       A-1
<Page>

5.   The fair market value on [_____], 2004 of the property with respect to
which the election is being made, determined without regard to any lapse
restrictions and in accordance with Revenue Procedure 93-27: $[AMOUNT PAID OR TO
BE PAID].

6.   The amount paid or to be paid for such property: $[AMOUNT PAID OR TO BE
PAID]

                                    * * * * *

     A copy of this election is being furnished to the Company pursuant to
Treasury Regulation Section 1.83-2(e)(7). A copy of this election will be
submitted with the 2003 federal income tax return of the undersigned pursuant to
Treasury Regulation Section 1.83-2(c).

Dated:  [_____], 2004


                                             -----------------------------------
                                             [NAME]

                                       A-2
<Page>

                                                                       EXHIBIT B

                                     EBITDA

<Table>
<Caption>
Fiscal Year                                  Annual EBITDA
-----------                                  -------------
<S>                                          <C>
2004                                         $  30,665,000

2005                                         $  34,722,000

2006                                         $  38,468,000

2007                                         $  42,547,000

2008                                         $  46,626,000
</Table>

                                       B-1
<Page>

                            INVESTOR NOTICE SCHEDULE

IF TO GTCR FUND VIII, L.P., GTCR FUND VIII/B, L.P. OR GTCR CO-INVEST II, L.P.:
c/o GTCR Golder Rauner II, L.L.C.
6100 Sears Tower
Chicago, IL  60606-6402
Attention:  David A. Donnini and Vincent J. Hemmer

WITH A COPY TO:

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, IL  60601
Attention:  Stephen L. Ritchie, P.C.

IF TO GTCR CAPITAL PARTNERS:

GTCR Capital Partners, L.P.
6100 Sears Tower
Chicago, IL  60606-6402
Attention:  Barry Dunn

WITH A COPY TO:

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, IL  60601
Attention:  Stephen L. Ritchie, P.C.

IF TO THE TCW/CRESCENT LENDERS AND/OR TCW/CRESCENT PURCHASERS:

TCW/Crescent Mezzanine Partners III, L.P.
TCW/Crescent Mezzanine Trust III
TCW/Crescent Mezzanine Partners III Netherlands, L.P.
c/o TCW/Crescent Mezzanine, L.L.C.
200 Crescent Court, Suite 1600
Dallas, Texas  75201
Attention:  Timothy P. Costello
Telecopier No.:  (214) 740-7382

WITH A COPY TO:

Gardere Wynne Sewell LLP
3000 Thanksgiving Tower
1601 Elm Street
Dallas, Texas  75201
Attention:  Gary B. Clark
Telecopier No.:  (214) 999-4667