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                                                                 EXHIBIT 10.26.1

           OMNIBUS CONSENT AND AMENDMENT TO SECURITYHOLDERS AGREEMENT,
          REGISTRATION RIGHTS AGREEMENT, SENIOR MANAGEMENT AGREEMENTS
                          AND UNIT PURCHASE AGREEMENT

         This Omnibus Consent and Amendment to Securityholders Agreement,
Registration Rights Agreement, Senior Management Agreements and Unit Purchase
Agreement (this "CONSENT AND AMENDMENT"), dated as of July 6, 2004, is entered
into by and among Prestige Brands International Holdings, LLC (f/k/a
Medtech/Denorex, LLC), a Delaware limited liability company (the "COMPANY"),
Prestige Brands, Inc., a Delaware corporation ("EMPLOYER"), 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 together with GTCR Fund VIII
and GTCR Fund VIII/B, the "GTCR PURCHASERS"), GTCR Capital Partners, L.P., a
Delaware limited partnership ("GTCR CAPITAL PARTNERS" and together with the GTCR
Purchasers, the "GTCR Investors"), each of 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 (collectively, the "TCW/CRESCENT
PURCHASERS"), Prestige Preferred Holdings, LLC, a Delaware limited liability
company ("HOLDINGS"), Peter C. Mann, Peter J. Anderson, Gerard F. Butler,
Michael A. Fink, Eric M. Millar, David Talbert and Steven Kornhauser
(collectively, the "MANAGEMENT INVESTORS").

         WHEREAS, on February 6, 2004, the Company indirectly acquired all of
the outstanding shares of capital stock of Medtech Holdings, Inc., a Delaware
corporation, and The Denorex Company, a Delaware corporation, and on April 6,
2004, the Company indirectly acquired all of the outstanding shares of capital
stock of Bonita Bay Holdings, Inc., a Virginia corporation and ultimate parent
of Prestige Brands International, Inc. (collectively, the "MEDTECH AND PRESTIGE
TRANSACTIONS");

         WHEREAS, pursuant to certain Transaction Documents (as defined below),
in connection with the consummation of the Medtech and Prestige Transactions,
the Company issued Class B Preferred Units of the Company ("COMPANY CLASS B
PREFERRED UNITS") to the GTCR Investors, the TCW/Crescent Purchasers and the
Management Investors (each, a "UNITHOLDER" and, collectively, the "UNITHOLDERS")
and entered into a number of the Transaction Documents for the purpose, among
others, of setting forth certain of the rights and obligations of certain of the
Unitholders in their capacity as a member and securityholder of the Company;

         WHEREAS, each Unitholder desires to contribute (the "CONTRIBUTION") to
Holdings all of such Unitholder's Company Class B Preferred Units in exchange
for Class B Preferred Units of Holdings ("HOLDINGS CLASS B PREFERRED UNITS"), on
the terms and conditions set forth in the Limited Liability Company Agreement of
Holdings, dated as of the date hereof (the "HOLDINGS LLC AGREEMENT");

         WHEREAS, the undersigned, in order to facilitate the Contribution
(among other reasons), have agreed to amend the Transaction Documents in the
manner set forth below; and

         WHEREAS, the undersigned desire to make certain other acknowledgments
with respect to the Transaction Documents and to acknowledge and reaffirm the
other terms and provisions of the Transactions Documents.

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         NOW, THEREFORE, the undersigned, intending to be legally bound, hereby
agree as follows:

1.       Reference is hereby made to the following agreements:

         A.       Each Senior Management Agreement, dated as of February 6, 2004
                  (as amended by a First Amendment and Acknowledgment to Senior
                  Management Agreement, dated as of March 5, 2004, and a Second
                  Amendment and Acknowledgment to Senior Management Agreement,
                  dated as of April 6, 2004), by and among the Company, Employer
                  and, as the case may be, Peter C. Mann, Peter J. Anderson,
                  Gerard F. Butler or Michael A. Fink (collectively, the
                  "INITIAL SENIOR MANAGEMENT AGREEMENTS");

         B.       The Senior Management Agreement, dated as of March 17, 2004
                  (as amended by a First Amendment and Acknowledgment to Senior
                  Management Agreement, dated as of April 6, 2004), by and among
                  the Company, Employer and Eric M. Millar (the "MILLAR SENIOR
                  MANAGEMENT AGREEMENT");

         C.       The Senior Management Agreement (Co-Investment: Cash), dated
                  as of April 6, 2004, by and among the Company and Steven
                  Kornhauser (the "KORNHAUSER CASH SENIOR MANAGEMENT
                  AGREEMENT");

         D.       The Senior Management Agreement (Co-Investment: Rollover),
                  dated as of April 6, 2004, by and among the Company and Steven
                  Kornhauser (the "KORNHAUSER ROLLOVER SENIOR MANAGEMENT
                  AGREEMENT");

         E.       The Senior Management Agreement (Co-Investment: Rollover),
                  dated as of April 6, 2004, by and among the Company and David
                  Talbert (the "TALBERT ROLLOVER SENIOR MANAGEMENT AGREEMENT"
                  and, together with the Initial Senior Management Agreements,
                  the Millar Senior Management Agreement, the Kornhauser Cash
                  Senior Management Agreement and the Kornhauser Rollover Senior
                  Management Agreement, the "SENIOR MANAGEMENT AGREEMENTS");

         F.       The Unit Purchase Agreement, dated as of February 6, 2004 (as
                  amended by a First Amendment, Acknowledgment and Supplement to
                  Unit Purchase Agreement, dated as of April 6, 2004, and a
                  Second Amendment, Acknowledgment and Supplement to Unit
                  Purchase Agreement, dated as of April 6, 2004), among the GTCR
                  Investors, the TCW/Crescent Purchasers and the Company (the
                  "GTCR PURCHASE AGREEMENT");

         G.       The Securityholders Agreement, dated as of February 6, 2004
                  (as amended by a First Amendment and Acknowledgment to
                  Securityholders Agreement, dated as of April 6, 2004), by and
                  among the Company and certain of its securityholders (the
                  "SECURITYHOLDERS AGREEMENT"); and

         H.       The Registration Rights Agreement, dated as of February 6,
                  2004 (as amended by a First Amendment and Acknowledgment to
                  Registration Rights Agreement, dated as of April 6, 2004), by
                  and among the Company and certain of its

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                  securityholders (the "REGISTRATION AGREEMENT" and, together
                  with each of the agreements referenced above, the "TRANSACTION
                  DOCUMENTS").

2.       Each of the undersigned acknowledges and agrees that he, she or it has
         received a copy of each of the Transaction Documents (excluding, with
         respect to any Management Investor, any Senior Management Agreement
         that does not pertain to such Management Investor) and the Holdings LLC
         Agreement and that such party has had ample opportunity to review each
         such document or retain counsel to review each such document and to ask
         questions and receive answers concerning the terms and conditions of
         the Transaction Documents and the Holdings LLC Agreement, as well as
         this Consent and Amendment. Each of the undersigned acknowledges and
         agrees that this Consent and Amendment, the Transaction Documents and
         the Holdings LLC Agreement are interrelated and, when taken together,
         determine significant rights and obligations of the undersigned with
         respect to his, her or its status as a member and securityholder of the
         Company and Holdings (with respect to both the Medtech and Prestige
         Transactions and subsequent transactions).

3.       Each of the undersigned acknowledges that he, she or it understands the
         effects of the amendments to the Transaction Documents implemented by
         this Consent and Amendment and hereby consents to each such amendment
         and the formation of Holdings (including, without limitation, the
         Contribution), and hereby waives any rights he, she or it may otherwise
         have under any of the Transaction Documents with respect to such
         transactions. The foregoing consent and waiver is expressly limited as
         follows: (a) such consent is limited solely to the amendments to the
         Transaction Documents described herein and the formation of Holdings
         (including, without limitation, the Contribution) pursuant to the terms
         and conditions hereof and the Holdings LLC Agreement, as in effect on
         the date hereof, and (b) such consent is a limited one-time consent,
         and nothing contained herein shall obligate any of the undersigned to
         grant any additional or future consent or waiver with respect to any
         term or condition of any Transaction Document.

4.       Each of the undersigned acknowledges and agrees that each of the
         Transaction Documents (other than the GTCR Purchase Agreement) is
         hereby amended such that each reference therein to Company Class B
         Preferred Units shall instead be a reference to Holdings Class B
         Preferred Units issued pursuant to the Holdings LLC Agreement.

5.       Each of the undersigned hereby acknowledges and agrees that, for
         purposes of Sections 3 and 4 only of the GTCR Purchase Agreement, the
         definitions of "Investor Preferred," "Majority Holders," "Restricted
         Securities" and "Securities" are hereby amended such that each
         reference therein to Company Class B Preferred Units shall instead be a
         reference to Holdings Class B Preferred Units issued pursuant to the
         Holdings LLC Agreement.

6.       Each of the undersigned hereby acknowledges and agrees that Section
         3.C. of the GTCR Purchase Agreement (Restrictions) is hereby
         supplemented such that Holdings shall not, without the prior written
         consent of the Majority Holders, take any action with respect to itself
         that the Company is prohibited from taking with respect to itself
         pursuant to the terms of Section 3.C. of the GTCR Purchase Agreement.



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7.       This Consent and Amendment may be executed in any number of
         counterparts (including by means of facsimiled signature pages), which
         shall together constitute one and the same instrument.

                                   * * * * * *


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         IN WITNESS WHEREOF, the parties hereto have executed this Consent and
Amendment on the date first written above.

                                PRESTIGE INTERNATIONAL HOLDINGS, LLC

                                By:      /s/ PETER C. MANN
                                         ----------------------------------
                                Name:    PETER C. MANN
                                Title:   CHIEF EXECUTIVE OFFICER


                                PRESTIGE BRANDS, INC.

                                By:      /s/ PETER C. MANN
                                         ----------------------------------
                                Name:    PETER C. MANN
                                Title:   CHIEF EXECUTIVE OFFICER


                                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


  SIGNATURE PAGE TO OMNIBUS CONSENT AND AMENDMENT TO SECURITYHOLDERS AGREEMENT,
          REGISTRATION RIGHTS AGREEMENT, SENIOR MANAGEMENT AGREEMENTS
                          AND UNIT PURCHASE AGREEMENT

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                                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
                                Title:   Managing Director


  SIGNATURE PAGE TO OMNIBUS CONSENT AND AMENDMENT TO SECURITYHOLDERS AGREEMENT,
          REGISTRATION RIGHTS AGREEMENT, SENIOR MANAGEMENT AGREEMENTS
                          AND UNIT PURCHASE AGREEMENT

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                                PRESTIGE PREFERRED HOLDINGS, LLC

                                By:      /s/ PETER C. MANN
                                         ----------------------------------
                                Name:    PETER C. MANN
                                Title:   CHIEF EXECUTIVE OFFICER


                                         /s/ PETER C. MANN
                                         ----------------------------------
                                         Peter C. Mann


                                         /s/ PETER J. ANDERSON
                                         ----------------------------------
                                         Peter J. Anderson


                                         /s/ MICHAEL A. FINK
                                         ----------------------------------
                                         Michael A. Fink


                                         /s/ GERARD F. BUTLER
                                         ----------------------------------
                                         Gerard F. Butler


                                         /s/ ERIC M. MILLAR
                                         ----------------------------------
                                         Eric M. Millar


                                         /s/ DAVID TALBERT
                                         ----------------------------------
                                         David Talbert


                                         /s/ STEVEN KORNHAUSER
                                         ----------------------------------
                                         Steven Kornhauser


  SIGNATURE PAGE TO OMNIBUS CONSENT AND AMENDMENT TO SECURITYHOLDERS AGREEMENT,
          REGISTRATION RIGHTS AGREEMENT, SENIOR MANAGEMENT AGREEMENTS
                          AND UNIT PURCHASE AGREEMENT