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                                                                   Exhibit 10.33

                                                                  Execution Copy
                                                        Amended and Restated and
                                                         Manufacturing Agreement

Portions of this Exhibit were omitted and filed separately with the Securities
and Exchange Commission pursuant to a request for confidential treatment. Such
portions are marked by a series of asterisks.

                                 AMENDMENT NO. 4
                                       AND
                 RESTATEMENT OF CONTRACT MANUFACTURING AGREEMENT

     WHEREAS, on May 1, 2002 The Procter & Gamble Company, an Ohio corporation
(referred to hereafter as "Supplier" or "P&G") and Prestige Brands
International, Inc., a Virginia corporation (hereinafter together with its
Affiliates, referred to as "Prestige") entered into a Contract Manufacturing
Agreement of even date, (the "Manufacturing Agreement") pursuant to which
Manufacturing Agreement the Supplier agreed to perform certain contract
manufacturing services of Comet products for the benefit of Prestige under
certain conditions; and

     WHEREAS, the parties agreed to amend the Manufacturing Agreement pursuant
to the terms and conditions set forth in the Amendment No. 1 of Manufacturing
Agreement (the "First Amendment") effective as of August 25, 2002; and

     WHEREAS, the parties agreed to amend the Manufacturing Agreement pursuant
to the terms and conditions set forth in the Amendment No. 2 of Manufacturing
Agreement (the "Second Amendment") effective as of November 12, 2002; and

     WHEREAS, the parties agreed to amend the Manufacturing Agreement pursuant
to the terms and conditions set forth in the Amendment No. 3 of Manufacturing
Agreement (the "Third Amendment") effective as of January 7,2003; and

     WHEREAS, the parties now agree to further amend the Manufacturing Agreement
pursuant to the terms and conditions set forth in this Amendment No. 4 and
Restatement of Manufacturing Agreement (the "Amendment Agreement") effective as
of May 1, 2003; and

     WHEREAS, the parties wish to reaffirm and restate the Manufacturing
Agreement, as well as amend it in order to reflect the amendments agreed upon by
both parties;

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter set forth, the parties hereto agree as follows:

                                    SECTION 1

The parties hereby reaffirm and restate the Manufacturing Agreement, as amended
and restated in Section 2 hereunder,

                                    SECTION 2

The text of the Manufacturing Agreement, as amended and restated, will
henceforth read as follows:

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                                                                  Execution Copy
                                                        Amended and Restated and
                                                         Manufacturing Agreement

                        CONTRACT MANUFACTURING AGREEMENT

This is a CONTRACT MANUFACTURING AGREEMENT ("Supply Agreement"), between The
Procter & Gamble Manufacturing Company, an Ohio corporation (collectively with
its affiliates, "Supplier"), and Prestige Brands International, Inc., a Virginia
corporation. ("Buyer"), This Supply Agreement will have an effective date of
May 1, 2002. Supplier and Buyer are sometimes collectively referred to herein as
..parties" and individually as "party."

WHEREAS, Supplier and Buyer have previously entered into an Asset Sale and
Purchase Agreement, dated as of August 27, 2001 ("Sale Agreement"), pursuant to
which Buyer purchased the Acquired Assets (as defined in the Sale Agreement),
and on the same day, Supplier and Buyer simultaneously entered into a
Transitional Services Agreement ("Services Agreement") to expire April 30, 2002
and a Transitional Supply Agreement ("Transitional Supply Agreement") to expire
April 30, 2002.

WHEREAS, upon expiration of the Transitional Supply Agreement and in connection
with the Sale Agreement, Buyer wishes that Supplier, upon Buyer's request and
according to the terms and conditions set forth herein, continue Manufacturing
(as defined hereinafter) Products (as defined hereinafter) or, subject to
Buyer's prior written approval, which will not be unreasonably withheld,
arranging for the Contract Manufacturing (as defined hereinafter) of Products on
Buyer's behalf for the period(s) set forth herein;

NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants, agreements, and conditions contained herein, the parties hereto agree
as follows:

                                    ARTICLE I
                               CERTAIN DEFINITIONS

1.01    GENERAL. Any capitalized term used but not defined herein will have the
        meaning set forth in the Sale Agreement.

1.02    "AFFILIATE" means, with respect to a Person, another Person that
        directly, or indirectly through one or more intermediaries, controls, or
        is controlled by, or is under common control with, such Person.
        "Control," whether or not capitalized, means, with respect to a Person,
        the ownership by another Person of greater than 50% of the income or
        voting interests of such Person or such other Person of greater than 50%
        of the income or voting interests of such Person or such other
        arrangement as constitutes the direct or indirect ability to direct the
        management, affairs or actions of such Person.

1.03    "PACKAGING MATERIALS SUPPLIERS" means those companies who Supply
        packaging materials to Supplier.

1.04    "BUSINESS" means the manufacturing. packaging, distributing, marketing
        and selling of the Products under one or more Trademarks in the United
        States or Canada.

1.05    "CLOSING DATE" means October 2, 2001, the date when Buyer purchased the
        Business from Supplier.

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1.06    "CONTRACT MANUFACTURING" means the sourcing and warehousing of raw and
        packaging materials, compounding, component preparation, production,
        manufacturing, incoming and outgoing quality control, fabrication,
        filling, inspecting, labeling, packing, packaging, or any part thereof,
        as well as associated activities, in accordance with the Specifications
        and the terms and conditions of this Supply Agreement, in each case, by
        any non-Affiliate third party pursuant to Contract Manufacturing
        Agreement(s) with the Supplier or any of Supplier's Affiliates. The
        terms "CONTRACT MANUFACTURE", "CONTRACT MANUFACTURER" and "CONTRACT
        MANUFACTURED" will have the appropriate derivative meanings.

1.07    "CONTRACT MANUFACTURING AGREEMENT" means any purchase order, contract,
        agreement or other obligation, including without limitation, outsourcing
        arrangement, between Supplier or any of Supplier's Affiliates and any
        non-Affiliate third party pursuant to which any non-Affiliate third
        party Contract Manufactures Products.

1.08    "CONTRACT PLANT" means that portion of a Contract Manufacturer's
        facilities used in the Contract Manufacture of Products.

1.09    [RESERVED]

1.10    "DELIVERY DATE" means the date on Supplier's Production Forecast that
        designates the date when Supplier will have Products available for Buyer
        to pick-up.

1.11    "EFFECTIVE DATE" means May 1, 2002.

1.12    "MANUFACTURING" means the sourcing and warehousing of raw and packaging
        materials, compounding, component preparation, production,
        manufacturing, incoming and outgoing quality control, fabrication,
        filling, inspecting, labeling, packing, packaging and/or warehousing of
        any Products, or any part thereof, as well as associated activities, in
        accordance with the Specifications and the terms and conditions of this
        Supply Agreement, in each case, by Supplier or any of Supplier's
        Affiliates. The terms "MANUFACTURE" and "MANUFACTURED" will have the
        appropriate derivative meanings.

1.13    "MATERIALS" means works in progress and raw and packaging materials
        related to the Business.

1.14    "PERSON" means (as the context requires) an individual, a corporation, a
        partnership, an association, a trust, a limited liability company, or
        other entity or organization, including a Governmental Entity.

1.15    "PRODUCTS" means collectively, except where specifically qualified in
        this Supply Agreement, those powder and spray SKU's of the Business
        produced as of the Signing Date of this agreement for sale in the United
        States and Canada, and set forth on Schedule 1.15, whether Manufactured
        or Contract Manufactured as of the effective date of this Supply
        Agreement, together with any Alterations and/or Modifications. Beginning
        when the first purchase order for Comet Orange (as defined herein) is
        submitted. which is

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        anticipated to be on or about May 1, 2003, the term Products will also
        include Comet Orange. For purposes of clarification. the term Products
        does not include special pack products or displays.

1.16    "PRODUCT CATEGORY" means the particular type of Product, as set forth on
        Schedule 1.15. For purposes of this Supply Agreement, a Product may be
        categorized as one of the following: Powder or Spray.

1.17    "SIGNING DATE" means May 1, 2002.

1.18    "SKUS" means Stock Keeping Units.

1.19    "SPECIFICATIONS" means the procedures, requirements, formula(e) and
        standards related to Products employed by or on behalf of Supplier as of
        the Signing Date and provided to Buyer under the Sale Agreement, as
        amended pursuant to this Supply Agreement.

1.20    "SUPPLIER'S PLANT" means that portion of Supplier's and Supplier's
        Affiliates' facilities located in St. Louis, Missouri that is used in
        the Manufacture of Products and/or such other facilities of Supplier or
        Supplier's Affiliates as may be used in the Manufacture of Products.

1.21    "SUPPLY PERIOD" means that period commencing on May 1, 2002 and running
        until this Agreement expires pursuant to Section 14.1 of this Supply
        Agreement or is terminated pursuant to Article XV of this Supply
        Agreement.

1.22    OTHER DEFINITIONS. Other terms defined in this Agreement, and the
        location where they are defined, are:

<Table>
         <S>                                                    <C>
         "Affected Party"..................................     Section 16.04
         "Alterations".....................................     Section 6.01
         "Buyer"...........................................     Preamble
         "Cost and Feasibility Process"....................     Section 6.04
         "Comet Orange "...................................     Section 4.05
         "Defaulting Party"................................     Section 15.01
         "Forecast"........................................     Section 2.03
         "FIFO"............................................     Section 5.02
         "Forecast"........................................     Section 3.01
         "Modifications"...................................     Section 6.02
         "Non-Affected Party"..............................     Section 16.04
         "Non-Defaulting Party"............................     Section 15.01
         "Production Forecast".............................     Section 2.03
         "Sale Agreement"..................................     Preamble
         "Services Agreement"..............................     Preamble
         "Supplier"........................................     Preamble
         "Term"............................................     Section 14.01
         "Termination Date"................................     Section 15.01
</Table>

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<Table>
         <S>                                                    <C>
         "Transitional Supply Agreement"...................     Preamble
</Table>

                                   ARTICLE II
                                BASIC OBLIGATIONS

2.01    SUPPLIER'S OBLIGATIONS. Subject to the limitations and conditions of
        this Supply Agreement, during the applicable Supply Period, Supplier
        will Manufacture, or arrange for the Contract Manufacture of, and sell
        to Buyer Buyer's requirements (up to the maximums set forth in Schedule
        2.02) of Products. Except as set forth in Section 7.01 herein, Supplier
        will be responsible for ensuring that all Product sold to Buyer
        hereunder complies with Specifications.

2.02    BUYER'S OBLIGATIONS. Subject to the limitations and conditions of this
        Supply Agreement, during the applicable Supply Period, Buyer will
        purchase from Supplier Buyer's requirements subject to the maximum and
        minimum requirements set forth in Schedule 2.02 of Products within the
        applicable Product Category, at the prices set forth on Schedule 9.01 or
        at such other prices as may be determined in accordance with this Supply
        Agreement. Buyer will also be responsible for paying certain other
        expenses, as expressly set forth elsewhere in this Supply Agreement.

2.03    FORECAST REQUIREMENT. Subject in all respects to Article III of this
        Supply Agreement, all Manufacturing or Contract Manufacturing under this
        Supply Agreement will be covered by the Production Forecast set forth in
        Section 3.02 below. The terms of this Supply Agreement will govern the
        performance of all firm purchase orders and, in the event of any
        inconsistency between this Supply Agreement and any firm purchase order,
        this Supply Agreement will prevail.

                                   ARTICLE III
                           FORECASTS/ORDERS/LOCATIONS

3.01    BUYER'S FIRM WRITTEN FORECAST. Pursuant to the terms of this Supply
        Agreement, Buyer will be submitting to Supplier an eighteen (18) month
        rolling firm, written forecast (the "Forecast") of its requirements and
        forecasted shipments of Products, by month, for the term of the Supply
        Agreement. The Forecast will be updated biweekly, and Buyer will
        continue this process of providing and updating the Forecast under this
        Supply Agreement for the Supply Period. Such monthly updates will be
        provided to Supplier on the 1st and 15th of each calendar month.

3.02    PRODUCTION FORECAST AND SUBSEQUENT FIRM PURCHASE COMMITMENTS. Buyer will
        also provide to Supplier inventory buffer targets, based on which both
        parties will then mutually agree on and establish inventory buffer
        targets acceptable to both Supplier and Buyer. Pursuant to these
        conditions, Supplier will use Buyer's Forecast, the established
        inventory buffer targets, and the minimums and maximums set forth in
        Schedule 2.02, to determine its production schedule of Products (the
        "Production Forecast"), which Supplier will then submit to Buyer. The
        first four weeks of the Production Forecast will become binding purchase
        commitments on Buyer and will constitute a firm written

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        purchase order, unless Buyer notifies Supplier otherwise in writing no
        more than two (2) days after receipt of such Production Forecast from
        Supplier. Based on the production schedule so established, Supplier will
        manufacture and Buyer will arrange to pickup Products to fulfill such
        Production Forecast.

3.03    REPORTS BY SUPPLIER. If requested by Buyer, Supplier will use
        commercially reasonable efforts to provide Buyer with quarterly reports
        on raw material, packing material and finished Products reflecting
        Manufacturing, Contract. Manufacturing, shipments, inventories, and
        non-binding projections related thereto.

3.04    CHANGE TO PARTIAL OR FULL CONTRACT MANUFACTURING OR RELOCATION OF
        MANUFACTURING. Unless otherwise agreed to by the parties, if Supplier
        shall relocate any Manufacturing or Contract Manufacturing to a
        facility(ies) different from the facility(ies) currently Manufacturing
        or Contract Manufacturing or if Supplier shall decide to switch from
        Manufacturing Products to partial or full Contract Manufacturing of
        Products, Supplier will provide Buyer with six (6) months prior written
        notice of such change for Buyer's approval, which shall not be withheld
        unless such relocation materially increases Buyer's total delivered
        costs of the Products to Buyer's distribution center in the United
        States. Further, in the event of such a switch from Manufacturing
        Products to partial or full Contract Manufacturing of Products, such
        contract manufacturer shall meet Supplier's normal quality requirements,
        including product quality standards and financial stability.
        Notwithstanding the foregoing, no such relocation or change shall affect
        Supplier's agreements or obligations hereunder, including Schedules 2.02
        and 9.01 hereto, unless agreed to by both parties.

                                   ARTICLE IV
                        MATERIALS AND EQUIPMENT; CAPACITY

4.01    SOURCES OF MATERIALS. During the Supply Period, Supplier will source or
        arrange for the sourcing of all raw and packaging materials required for
        Manufacturing or Contract Manufacturing Products from vendors reasonably
        selected by or on behalf of Supplier consistent with Supplier's ordinary
        past business practices and in quantities reasonably calculated to meet
        Buyer's Orders in a cost-effective manner. Supplier agrees to maintain
        adequate inventories of raw materials and componentry reasonably
        calculated to meet the reasonable requirements of Buyer in a timely
        manner. Supplier agrees to use commercially reasonable efforts to obtain
        competitive pricing. Buyer may identify lower cost sources for supply
        materials, which Supplier will evaluate through the Cost and Feasibility
        Process set forth in Section 6.04, which evaluation shall not be
        unreasonably withheld.

4.02    NORMAL REPAIR AND REPLACEMENT OF EQUIPMENT. Supplier will be responsible
        for all repairs and replacement of equipment or facilities used in the
        Manufacture of Products at Supplier's Plant.

4.03    CAPACITY. Supplier is not required to install additional production
        capacity or additional production lines to perform its supply
        obligations hereunder.

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4.04    MATERIAL SUPPLY. In the event that Supplier cannot, or does not,
        pursuant to Sections 2.01, 15.01 or 15.02 of this Supply Agreement,
        continue to produce Buyer's requirements, Supplier will use commercially
        reasonable efforts to separately supply Materials for Buyer's use at
        other contract manufacturers to produce Buyer's requirements.
        Notwithstanding the foregoing, Buyer's use of the Materials at another
        manufacturer is subject to Section 12.01 below.

4.05    START UP CAPITAL COSTS FOR COMET ORANGE. As soon as the Specifications
        for Comet Orange have been defined by Buyer and mutually agreed to
        between Buyer and Supplier after May 1, 2003, Supplier will cover and
        pay for, on a one time basis, any initial capital cost for tooling,
        manufacturing equipment, and any onetime costs related to initial
        stability testing services, initial pilot-batch testing services, and
        any other onetime start-up testing services provided by Supplier, and
        similar related initial start-up costs and expenses required to produce
        an annual volume equivalent to 180,000 physical cases of Comet Orange.
        Buyer will be responsible for and pay all other costs, fees and
        expenses, including without limitation, all manufacturing expenses and
        raw and packaging costs, future capital costs, additional capital or and
        equipment requirements, related to Comet Orange, and Supplier will not
        be responsible for or pay for any costs, fees or expenses other than
        those specifically set forth in the first sentence of this Section 4.05.
        For purposes of this Supply Agreement, the term "Comet Orange" will mean
        a Comet powder line extension product which consists of a chlorine-free
        Comet cleansing powder with an orange scent. The Specifications for
        Comet Orange will be mutually agreed to between Buyer and Supplier prior
        to any capital expenditure for or manufacturing or producing of Comet
        Orange.

                                    ARTICLE V
                          SHIPPING AND USE OF MATERIALS

5.01    PRODUCT SHIPPING. Buyer will arrange for the shipment of Products in
        full truckload quantities (on common carriers selected by Buyer). where
        possible, and at Buyer's expense (including without limitation any
        duties payable in respect of any shipment) and title and risk of loss of
        Products will pass from the Supplier's Plant or Contract Plant (i.e.,
        F.O.B. Supplier's dock at Supplier's Plant or F.O.B. dock at Contract
        Plant). Buyer will be responsible for all actual reasonable costs and
        expenses of month-to-month storage and warehousing of Products, wherever
        stored or warehoused. Buyer must arrange to pick up its ordered
        requirements from the dock at Supplier's Plant or Contract Plant on the
        Delivery Date(s) specified in the Production Forecast.

5.02    ORDER OF USE FOR RAW AND PACKAGING MATERIALS AND INVENTORY BY SUPPLIER.
        Supplier will, and will cause any Contract Manufacturer to, use raw and
        packaging materials on a first-in, first-out basis ("FIFO") consistent
        with past ordinary business practices. Any Products Materials as of the
        Effective Date will likewise be used first to satisfy Buyer's
        requirements.

5.03    COMMON CARRIER CLAIMS. All claims by or to common carriers in connection
        with Products will be the responsibility of Buyer, except to the extent
        any such claim by a

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        common carrier is the proximate result of the negligence, gross
        negligence or intentional misconduct of, or breach of this Supply
        Agreement by, Supplier.

5.04    PALLETS. Products will be shipped to Buyer on CHEP pallets. Buyer will
        be responsible to establish a lease contract for such pallets directly
        with the applicable third party and Buyer will pay all costs, fees and
        expenses relating to CHEP pallets, upon transfer of such pallets to
        Buyer.

                                   ARTICLE VI
                            CHANGES TO SPECIFICATIONS

6.01    ALTERATIONS. During the Supply Period, Buyer may alter the
        Specifications for artwork and label copy of Products ("Alterations") by
        utilizing the Cost and Feasibility Process set forth below in Section
        6.04 in order to seek the necessary prior written consent of Supplier,
        which consent will not be unreasonably withheld. Once an Alteration has
        been approved, Buyer will provide a finished artwork directly to the
        Packaging Materials Suppliers designated by Supplier. Once the artwork
        has been received by the Packaging Materials Suppliers, the process to
        order the materials and have the materials in the plant requires
        approximately nine (9) weeks. Buyer will be responsible at the time of
        consent for:

        (a)   providing materials required or prudent for implementation of such
              Alterations, including, without limitation, artwork and print
              tooling;

        (b)   having secured from any Governmental Entity any approvals that may
              be necessary in connection with any Alteration;

        (c)   any resulting increases in costs;

        (d)   all liabilities, costs or expenses, including, without limitation,
              those of third parties, arising out of or related to Alterations,
              including, without limitation, those related to the failure or
              alleged failure of the Alterations to comply with applicable laws
              and regulations, provided the alterations are implemented by
              Supplier in accordance with the new specifications; and

        (e)   all scrapping costs associated with any Alterations. However
              Supplier will use reasonable efforts to use all Materials on a
              "first in, first out basis".

6.02    BUYER'S MODIFICATIONS. All changes to Specifications, including, but not
        limited to, new product SKU introductions (collectively
        "Modifications"), require the prior written consent of Supplier, such
        consent not to be unreasonably withheld. Buyer will utilize the Cost and
        Feasibility Process set forth below in Section 6.04 in order to seek the
        necessary prior written consent of Supplier. Buyer will be responsible
        for any costs and expenses associated with such Modifications,
        including, but not limited to any testing required for such
        Modifications and any costs and expenses thereof.

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6.03    SUPPLIER MODIFICATIONS. If Supplier initiates a change in packaging and
        Buyer agrees to such change in writing and in advance, Supplier will
        bear the cost of any change parts and any cost increase or decrease in
        the production of the Product(s) will be passed through to Buyer.

6.04    COST AND FEASIBILITY PROCESS. Any Modifications or Alterations requests
        from Buyer are subject to Supplier's cost and feasibility determination
        as to whether such modification can be accomplished ("Cost and
        Feasibility Process.). Supplier will provide Buyer with the cost and
        feasibility form set forth on Schedule 6.04 for submitting requests for
        such Modifications or Alterations to Supplier's Cost and Feasibility
        Process. Supplier will respond to Buyer's cost and feasibility request
        within three (3) weeks of receipt of the cost and feasibility form.

                                   ARTICLE VII
                                QUALITY ASSURANCE

7.01    QUALITY CONTROL TESTS. Supplier will perform or cause to be performed
        quality control tests and assays on raw and packaging materials and on
        Products in accordance with Specifications. Buyer will perform or cause
        to be performed quality control tests associated with any sampling uses
        of the Products.

7.02    STABILITY TESTS. Based on the stability testing requirements and
        appropriate documentation, test methodologies and specification which
        Buyer will provide to Supplier, Supplier will maintain a stability
        testing program for the products; provided, however, that Buyer will be
        solely responsible for conducting stability tests for the Products in
        the event Buyer modifies, alters or changes the product formulas or
        formulations for the Products.

7.03    BUYER INSPECTIONS. Supplier will permit Buyer's designated
        representatives to inspect and visit the Comet-related portion of
        Supplier's Plant from time to time for the purpose of determining
        compliance with this Supply Agreement. Such inspections will occur
        during regular business hours after at least twenty-four (24) hours
        written notice to Supplier. Buyer will not disrupt Supplier's
        operations. Buyer's designated representatives will be permitted to
        inspect and visit from time to time any Contract Plant for the purpose
        of determining Supplier's compliance with this Supply Agreement, if, and
        only to the extent, Supplier obtains the applicable Contract
        Manufacturer's consent. In the event Supplier will not be able to secure
        the consent of such Contract Manufacturer, Supplier shall allow Buyer to
        contact such Contract Manufacturer for the sole and only purpose of
        requesting such Contract Manufacturer's consent to Buyer's inspection.

7.04    BUYER TESTS. At Buyer's request, Supplier will cause to be sent, at
        Buyer's expense, a reasonable number of Product samples to Buyer for
        examination and testing, at Buyer's expense, to assure conformity with
        Specifications.

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                                  ARTICLE VIII
                              COMPLIANCE WITH LAWS

8.01    LAWS RELATED TO MANUFACTURING. Supplier will maintain and require all
        Contract Manufacturers to maintain all necessary permits, licenses and
        certifications necessary for the Manufacturing of the Product. Supplier
        will comply and will require all Contract Manufacturers to comply with
        laws and regulations relating to environmental matters, wages and hours,
        equal employment opportunity, tax withholding on payrolls, working and
        sanitary conditions and workers' compensation. in each case, as well as
        all other applicable laws, regulations, ordinances and other rules of
        the federal, state or local authorities, with respect to maintenance and
        operation of Supplier's Plant or Contract Plant (as the case may be),
        except where not material.

8.02    RELATED TO PRODUCTS. Notwithstanding Section 8.01, Buyer will be
        responsible for complying in all material respects with all other laws
        and regulations relating to Products (without regard to whether such
        Products have been the subject of any Alteration or Additional
        Modification), including, without limitation, laws relating to the
        registration, identification, formulation, transportation, labeling,
        sale. marketing or distribution of Products. Buyer will be responsible
        for conducting product recalls and for other duties and obligations
        imposed by law, rule or regulation arising from or related to Product
        purchased by Buyer from Supplier during the Term hereof, Buyer will also
        be responsible for documentation, investigation and action regarding
        drug adverse events, reports and records. and the like, arising from or
        related to Buyer's sales of the Products during the Term hereof.

                                   ARTICLE IX
                                      PRICE

9.01    PRICING AND COST ASSUMPTIONS. Schedule 9.01 sets forth, by SKU, the
        price Buyer will pay Supplier for Products. Schedule 9.01 also sets
        forth major assumptions concerning the costs of Products (collectively
        "Manufacturing Costs"). Supplier will adjust any raw materials and
        packaging costs (due to normal market fluctuations, leading to price
        changes that are typical in the industry) on a quarterly basis and will
        adjust any other manufacturing costs on an annual basis, on or before
        January 1st of each calendar year. In the event of any decrease of
        material costs from Supplier initiating design changes or negotiating
        lower pricing (requiring effort above the normal negotiation process),
        Supplier and Buyer will share any such decrease on an equal basis after
        the Supplier has recovered its expenses directly related to the
        obtaining of that lower price. There will be no circumstance under which
        the expenses will exceed the savings and result in additional charges to
        Buyer.

        In accordance with Supplier's adjustment of these costs, Supplier will
        notify Buyer in writing of any such increase or decrease in raw
        materials and packaging costs on a quarterly basis, and will notify
        Buyer in writing of any such increase or decrease in other manufacturing
        costs on an annual basis, on or before January 1st of each calendar
        year. The notice will include:

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        (a)   the reason for the increase or decrease;

        (b)   the date when the increase or decrease will take effect; and

        (c)   the amount of the increase or decrease.

        (d)   reference to any documentation in support of any increase. Such
              documentation shall be available, after Buyer's request, for
              inspection by Buyer at Supplier's offices during regular office
              hours.

        Supplier will use its reasonable efforts to minimize cost increases
        consistent with its ordinary past business practices; provided, however,
        that this requirement will not limit Supplier's ability to switch from
        Manufacturing Products to partial or full Contract Manufacturing of
        Products.

9.02    FUTURE COST REDUCTIONS. Starting with the twelve-month period
        beginning on May 1, 2003, Supplier will reduce manufacturing and/or
        raw materials and packaging costs for Products by a fixed *** United
        States Dollars ($*** USD) for each twelve-month period until the
        earlier of (x) the twelve-month period beginning on May 1, 2009, or
        (ii) the expiration or termination of this Supply Agreement. Supplier
        will pay Buyer such fixed $*** USD annual costs reductions each year
        within thirty (30) days after the beginning of such twelve months
        period, via wire transfer to an account designated by Buyer, provided
        Buyer has not given Supplier notice, in accordance with Section 15.02.
        in the prior twelve-month period to terminate this Supply Agreement.
        For clarification purposes only. the first twelve-month period will
        start on May 1, 2003 and end on April 30, 2004 and the payment for
        such period will occur within thirty (30) days after May 1, 2003. All
        subsequent payments will occur in the same manner. The parties agree
        that the annual cost reduction payments under this Section 9.02 are
        exclusive of and independent from the provisions of Section 9.01
        hereof.


                                    ARTICLE X
                                     PAYMENT

10.01   INVOICING AND PAYMENT. Supplier will send Buyer an invoice for each
        shipment of Products. All invoices will be based upon the bill of lading
        describing the Products and quantity of Products shipped to Buyer. Buyer
        will be responsible for promptly paying each invoice in a manner for
        Supplier to receive such payments in its bank accounts within thirty
        (30) calendar days after the receipt of such invoice. and payment will
        not be delayed pending delivery of Products by any common carrier or
        resolution of any disputes between Buyer and any common carrier
        regarding the shipment. Buyer will pay Supplier a late payment charge of
        twelve percent (12%) per annum on any payment not received within thirty
        (30) calendar days after the receipt of the relevant invoice; provided.
        however. that Buyer will not owe any late payment charge with respect to
        any disputed payment amount pending resolution of such dispute. Payment
        will be made by wire transfer of immediately available funds in United
        States dollars and will be sent to the location designated in advance by
        Supplier.

                                   ARTICLE XI
              SUPPLIER'S REPRESENTATIONS, WARRANTIES AND DISCLAIMER

11.01   TITLE TO PRODUCTS. Supplier represents and warrants it will pass to
        Buyer good and. marketable title to Products, free and clear of all
        material liens, claims, security interests and encumbrances of any kind.

11.02   COMPLIANCE WITH SPECIFICATIONS. Supplier represents and warrants the
        Products will be in compliance with Specifications within normal
        variation at the time such Products are delivered to the common carrier
        for shipment to Buyer.

11.03   LIMITATION OF WARRANTIES. SUPPLIER MAKES NO WARRANTY, OTHER THAN THE
        WARRANTIES SET FORTH HEREIN OR IN THE SALE AGREEMENT. THE

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        WARRANTIES SET FORTH HEREIN AND THEREIN ARE IN LIEU OF ALL OTHER
        WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION THE
        WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

                                   ARTICLE XII
                              INTELLECTUAL PROPERTY

12.01   OWNERSHIP OF INTELLECTUAL PROPERTY. All intellectual property
        constituting the Acquired Assets or constituting the Excluded Assets
        shall be owned by and will at all times be and remain the exclusive
        property of Buyer or Supplier (or Supplier's Affiliates), respectively,
        and this Supply Agreement will not constitute a license, except to the
        extent required to fulfill each party's obligations hereunder.

12.02   OWNERSHIP OF COMET ORANGE, MARK AND INTELLECTUAL PROPERTY. In addition
        to. and not in limitation of. the provisions of Section 12.01 hereof,
        the parties hereto acknowledge and agree that, to the extent not covered
        by any intellectual property, trade dress. trademark. patent rights,
        know how or trade secrets of Supplier, whether or not covered under the
        Patent and Technology License Agreement between Buyer and Supplier dated
        October 2, 2001 and/or the Sale Agreement, Buyer shall own all right,
        title and interest in and to (i) the COMET ORANGE name and mark, (ii)
        the Specifications related to Comet Orange, (iii) the formulae. know how
        and patents used to create, produce or manufacture Comet Orange, (iv)
        all trademarks, trade dress. copyrights, logos. trade names and other
        identifying marks used with Comet Orange, including the name and mark
        COMET ORANGE, and (v) all other proprietary rights and intellectual
        property related to Comet Orange.

                                  ARTICLE XIII
                     SUPPLIER'S AND CONTRACT MANUFACTURER'S
                             USE OF BUYER'S PROPERTY

13.01   BOOKS AND RECORDS. During the Supply Period with respect to any Product
        Category, Supplier will be permitted, at no cost to Supplier, to retain
        and use any Books and Records transferred to the Buyer pursuant to the
        Sale Agreement to the extent reasonably necessary for Supplier to
        fulfill its obligations under this Supply Agreement with respect to such
        Product Category.

                                   ARTICLE XIV
                                      TERM

14.01   TERM. This Supply Agreement will be in effect from the Effective Date
        until May 1, 2010 (the "Term"), unless earlier terminated by either
        party pursuant to Section 15.01 or Section 15.02.

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                                   ARTICLE XV
                                   TERMINATION

15.01   NOTICE OF DEFAULT. In addition to any other rights or remedies Buyer or
        Supplier may have under the Sale Agreement or at law or in equity, a
        party not in default under this Supply Agreement (the "Non-Defaulting
        Party") may terminate this Supply Agreement or any Supply Period by
        giving written notice to the other party (the "Defaulting Party") of the
        Non-Defaulting Party's intention to terminate this Supply Agreement or
        any Supply Period upon the occurrence of either or both of the following
        events:

        (a)   a material breach by the Defaulting Party of any of its
              obligations hereunder, or

        (b)   the filing by or against the Defaulting Party of a petition in
              bankruptcy, or any appointment of a receiver for the Defaulting
              Party or any substantial part of its assets, or any assignment for
              the benefit of the Defaulting Party's creditors,

        Such notice will identify a date for termination of this Supply
        Agreement or any Supply Period, which date will not be sooner than five
        (5) Business Days after receipt of such notice by the Defaulting Party
        ("Termination Date"). If the event on which the notice is based is not
        cured prior to the Termination Date, then this Supply Agreement or any
        Supply Period will terminate on the Termination Date pursuant to such
        notice.

15.02   TERMINATION WITHOUT CAUSE. After May 1, 2008, Buyer or Supplier may
        terminate early this Supply Agreement or any Supply Period at any time
        without cause by giving twelve (12) months prior written notice to the
        other party, subject to the terms set forth below. Without limiting the
        foregoing and for avoidance of any doubt, the earliest possible
        effective date of any termination without cause pursuant to this Section
        15.02, would be May 1, 2009.

        (a)   If either (x) Buyer terminates this Supply Agreement without cause
              in accordance with this Section 15.02, or (y) if this Supply
              Agreement is terminated pursuant to the terms of Section 16.11,
              then Buyer, its respective successor and/or permitted assignee,
              will be liable to Supplier for all costs, and expenses related to
              the then existing Inventory and Materials.

        (b)   If Supplier terminates this Supply Agreement for a default by
              Buyer under Section 15.01, or without cause in the manner
              described in this Section 15.02, Supplier shall in no event be
              liable to Buyer for any termination fee or penalty.

15.03   EFFECT ON OTHER AGREEMENTS/SURVIVAL OF CERTAIN PROVISIONS. Termination
        of this Supply Agreement or any Supply Period will have no effect on any
        other agreements between Buyer and Supplier, unless an effect is
        mutually and specifically agreed in writing between the parties, and
        such termination will not relieve either party of any liability to the
        other based on acts or omissions prior to such termination. The
        following Articles and Sections will survive any such termination:
        Article XI, Article XII, and Sections 15.03, 15.04, 16.03, 16.05, 16.06,
        16.07, 16.08, 16.09 and 16.10.

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15.04   UNSHIPPED PRODUCTS AND MATERIALS.

        (a)   Upon any termination of this Supply Agreement or any Supply Period
              with respect to any Product Category, Supplier will arrange for
              the prompt shipment to Buyer at the addressees) designated by
              Buyer pursuant to Section 5.01, and Buyer will purchase:

              (i)     any unshipped Products within such Product Categor(ies) as
                      of the Termination Date at the price(s) set forth in
                      Schedule 9.01 as modified pursuant to Section 9.01; and

              (ii)    any unused but usable works in progress or Materials
                      exclusively related to Products within such Product
                      Categor(ies), at actual cost.

        Buyer will be responsible for paying for the shipment of, and will bear
        the risk of loss for, usable Materials and Products to the designated
        location(s).

        (b)   In the event this Supply Agreement or any Supply Period is
              terminated by reason of an uncured default of Buyer (including,
              without limitation, non-payment of any costs, fees and" expenses
              due to Supplier hereunder), Supplier shall, in addition and
              notwithstanding any other rights, actions or remedies available to
              Supplier, have the unrestricted rights, which Buyer hereby
              irrevocably grants to Supplier, to sell, transfer, or otherwise
              dispose of any inventory, unfinished products, raw materials,
              finished Products and/or works in progress, as the case may be, as
              Supplier may see fit.

                                   ARTICLE XVI
                                  MISCELLANEOUS

16.01   ENTIRE AGREEMENT. This Supply Agreement constitutes the entire agreement
        between Supplier and Buyer with respect to, among other things, the
        Manufacture and Contract Manufacture of Products. In the event of any
        inconsistency between this Supply Agreement and any subsequently-issued
        document, including without limitation, an Order, this Supply Agreement
        will prevail, unless such subsequently-issued document expressly and
        specifically supercedes the terms of this Supply Agreement.

16.02   TAXES. Buyer and Supplier agree to pay all Taxes assessed on all
        materials, excluding Products, to which each of them has title. Buyer
        will be responsible for paying all taxes assessed on Products.

16.03   SUPPLIER'S EMPLOYEES AND INDEPENDENT CONTRACTOR STATUS. During the term
        hereof, and for a period of two (2) years after the termination of this
        Supply Agreement, Buyer will not. and will cause its Affiliates not to,
        without Supplier's prior written agreement, directly or indirectly
        solicit for employment or hire any employees of Supplier or Supplier's
        Affiliates who have worked in connection with the performance of this
        Supply

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        Agreement. Supplier is acting pursuant to this Supply Agreement as an
        independent contractor.

16.04   FORCE MAJEURE. Neither party (the "Affected Party") will be liable to
        the other (the "Non-Affected Party") for failure to perform any part of
        this Supply Agreement if such failure results from an act of God, war,
        revolt, revolution, sabotage, actions of a Governmental Entity, laws,
        regulations, embargo, fire, strike, other labor trouble, insolvency or
        other financial difficulty of any Contract Manufacturer or any cause
        beyond the Affected Party's control. Upon the occurrence of any such
        event which results in, or will result in, delay or failure to perform
        according to the terms of this Supply Agreement, the Affected Party will
        promptly give notice to the Non-Affected Party of such occurrence and
        the effect and/or anticipated effect of such occurrence. The Affected
        Party will use its reasonable efforts to minimize disruptions in its
        performance and to resume performance of its obligations under this
        Supply Agreement as soon as practicable, provided, however, the
        resolution of any strike or labor trouble will be within the sole
        discretion of the Affected Party.

16.05   NO RIGHT OF SET-OFF. Notwithstanding any other provisions of this Supply
        Agreement or any other agreement between the parties, all payments to be
        made by either party under this Supply Agreement will be made free of
        any set-off and will be promptly remitted to the party entitled to
        receive payment hereunder.

16.06   LIMITATION. Any Action pursuant to this Supply Agreement, including,
        without limitation, any Action with respect to any indemnity obligation,
        must be commenced within two (2) years after the termination of this
        Supply Agreement.

16.07   INDEMNIFICATION BY SUPPLIER.

        (a)   Subject to the terms and conditions of this Supply Agreement,
              Supplier will jointly and severally defend, indemnify and hold
              harmless Buyer and its affiliates and each of their respective
              officers, directors, employees, shareholders, agents and
              representatives, and their successors and assigns (collectively
              the "Buyer Indemnities") from and against all claims, losses,
              liabilities, damages, costs and expenses (including without
              limitation reasonable fees and expenses of attorneys incurred in
              investigation or defense of any Action) (collectively "Claims")
              arising out of or related to: (I) Excluded Liabilities as set
              forth in the Sale Agreement, (Ii) any breach of any covenant or
              agreement of Supplier contained in this Supply Agreement; (iii)
              any negligence, gross negligence, or willful or intentional
              misconduct by Supplier or any of its personnel; and (iv) any
              breach of any representation or warranty of Supplier contained in
              this Supply Agreement;

        (b)   Promptly after receipt by Buyer of notice of any third-party
              Action in respect of which indemnity may be sought against
              Supplier hereunder (for purposes of this Section 16.01, a "Buyer's
              Assertion"), Buyer will notify Supplier in writing of the Buyer's
              Assertion, but the failure to so notify Supplier will not relieve
              Supplier of any liability it may have to Buyer, except to the
              extent Supplier has suffered

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              actual prejudice thereby. Supplier will be entitled to participate
              in and, to the extent Supplier elects by written notice to Buyer
              within thirty (30) days after receipt by Supplier of notice of
              such Buyer's Assertion, to assume the defense of such Buyer's
              Assertion, at Supplier's own expense, with counsel chosen by it
              which will be reasonably satisfactory to Buyer. With respect to
              any such Buyer's Assertion, Buyer will promptly provide Supplier
              with: (i) notice and copies of any documents served upon Buyer;
              and (ii) all reasonable cooperation which Supplier deems necessary
              to defend such Buyer's Assertion, including, without limitation,
              providing Supplier and its outside attorneys access to any
              potentially relevant documents, information, or individuals within
              the control of Buyer, other than any privileged documents. If
              business information of Buyer other than that pertaining to the
              Business is contained in such documents or information, Supplier
              and Buyer will enter into appropriate secrecy commitments to
              protect such documents or information. Notwithstanding that
              Supplier may have elected by written notice to assume the defense
              of any Buyer's Assertion, Buyer will have the right to participate
              in the investigation and defense thereof, with separate counsel
              chosen by Buyer, but in such event the fees and expenses of Buyer
              (above those which would otherwise have been incurred) and such
              separate counsel will be paid by Buyer.

        (c)   Notwithstanding anything in this Section 16,07 to the contrary:
              (i) Supplier will have no obligation with respect to any Buyer's
              Assertion if, in connection therewith, Buyer, without the written
              consent of Supplier, which consent will not be unreasonably
              withheld, settles or compromises any Action or consents to the
              entry of any judgment; and (ii) Supplier will not without the
              written consent of Buyer with respect to any Buyers Assertion: (A)
              settle or compromise any Action or consent to the entry of any
              judgment which does not include as an unconditional term thereof
              the delivery by the claimant or plaintiff to Buyer of a duly
              executed written release of Buyer from all liability in respect of
              such Action, which release will be reasonably satisfactory in form
              and substance to counsel for Buyer, or (B) settle or compromise
              any Action in any manner that, in the reasonable judgment of Buyer
              or its counsel, will adversely affect Buyer other than as a result
              of money damages or other money payments.

        (d)   Upon the payment of any settlement or judgment pursuant to this
              Section 16.07 with respect to any Buyer's Assertion, Supplier will
              be subrogated to all rights and remedies of Buyer against any
              third party in respect of such Buyer's Assertion to the extent of
              the amount so paid by Supplier.

        (e)   The indemnity provided for by this Section 16.07 will be Buyer's
              exclusive source of recovery against Supplier with respect to
              matters covered hereby.

16.08   INDEMNIFICATION BY BUYER.

        (a)   Subject to the terms and conditions of this Agreement, Buyer will
              defend, indemnify and hold harmless Supplier and its affiliates
              and each of their

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              respective officers, directors, employees, shareholders, agents
              and representatives, and their successors and assigns
              (collectively the "Supplier Indemnities") from and against all
              Claims arising out of or related to: (i) Assumed Liabilities as
              defined in the Sale Agreement, (ii) any breach of any covenant or
              agreement of Buyer contained in this Supply Agreement; and (iii)
              any breach of any representation or warranty of Buyer contained in
              this Supply Agreement.

        (b)   Promptly after receipt by Supplier of notice of any Action in
              respect of which indemnity may be sought against Buyer hereunder
              (for purposes of this Section 16.08, a "Supplier's Assertion"),
              Supplier will notify Buyer in writing of the Supplier's Assertion,
              but the failure to so notify Buyer will not relieve Buyer of any
              liability it may have to Supplier, except to the extent Buyer has
              suffered actual prejudice thereby, Buyer will be entitled to
              participate in and, to the extent Buyer elects by written notice
              to Supplier within thirty (30) days after receipt by Buyer of
              notice of such Supplier's Assertion, to assume the defense of such
              Supplier's Assertion, at its own expense, with counsel chosen by
              it, which will be reasonably satisfactory to Supplier. With
              respect to any such Supplier's Assertion, Supplier will promptly
              provide Buyer with: (i) notice and copies of any documents served
              upon Supplier; and (ii) all reasonable cooperation which Buyer
              deems necessary to defend such Supplier's Assertion, including
              without limitation providing Buyer and its outside attorneys
              access to any potentially-relevant documents, information, or
              individuals within the control of Supplier, other than any
              privileged documents. If business information of Supplier other
              than that pertaining to the Business is contained in such
              documents or information, Supplier and Buyer will enter into
              appropriate secrecy commitments to protect such documents or
              information. Notwithstanding that Buyer may have elected by
              written notice to assume the defense of any Supplier's Assertion,
              Supplier will have the right to participate in the investigation
              and defense thereof, with separate counsel chosen by Supplier, but
              in such event the fees and expenses. of Supplier (above those
              which would otherwise have been incurred) and such separate
              counsel will be paid by Supplier.

        (c)   Notwithstanding anything in this Section 16.08 to the contrary:
              (i) Buyer will have no obligation with respect to any Supplier's
              Assertion if, in connection therewith, Supplier, without the
              written consent of Buyer, settles or compromises any Action or
              consents to the entry of any judgment; and (ii) Buyer will not,
              without the written consent of Supplier, which consent will not be
              unreasonably withheld, with respect to any Supplier's Assertion:
              (A) settle or compromise any Action or consent to the entry of any
              judgment which does not include as an unconditional term thereof
              the delivery by the claimant or plaintiff to Supplier of a duly
              executed written release of Supplier from all liability in respect
              of such Action, which release will be reasonably satisfactory in
              form and substance to counsel for Supplier, or (B) settle or
              compromise any Action in any manner that. in the reasonable
              judgment of Supplier or their counsel, will materially adversely
              affect Supplier other than as a result of money damages or other
              money payments.

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        (d)   Upon the payment of any settlement or judgment pursuant to this
              Section 16.08 with respect to any Supplier's Assertion, Buyer will
              be subrogated to all rights and remedies of Supplier against any
              third party in respect of such Supplier's Assertion to the extent
              of the amount so paid by Buyer.

        (e)   The indemnity provided for by this Section 16.08 will be
              Supplier's exclusive source of recovery against Buyer with respect
              to matters covered hereby.

16.09   DISPUTE RESOLUTION.

        (a)   Any Action asserted by Supplier against Buyer or by Buyer against
              Supplier (a "Claim") arising out of or related to this Supply
              Agreement, including without limitation any Claim for
              indemnification pursuant to Sections 16.07 and 16.08 above, hereof
              or any issue as to whether or not a Claim is arbitrable, will be
              resolved pursuant to the procedures described in this Section
              16.09.

        (b)   Should any Claim arise, Supplier and Buyer will first attempt to
              resolve such Claim by entering into good faith negotiations by or
              among their appropriate employees or officers. Such negotiations
              will commence as soon as practicable after either Supplier or
              Buyer has received notice from the other party of such Claim, but
              no later than ten (10) days after such receipt, and will terminate
              thirty (30) calendar days after such commencement. During
              negotiations, Supplier and Buyer will not have the right to any
              discovery, unless agreed by each of Supplier and Buyer.

        (c)   Any Claim which has not been resolved pursuant to Section 16.09(b)
              of this Agreement will be referred to good faith negotiations by
              or among one or more officers of Supplier and Buyer. Such
              negotiations will commence as soon as practicable after
              termination of the negotiations described in Section 16.09(b), but
              not later than ten (10) business days thereafter, and will
              terminate thirty (30) calendar days after such commencement.
              During the negotiations, Supplier and Buyer will not have the
              right to any discovery, unless agreed by Supplier and Buyer.

        (d)   Any Claim which has not been resolved pursuant to Section 16.09(c)
              of this Agreement will be determined by arbitration. The
              arbitration will be conducted by one arbitrator, who will be
              appointed pursuant to the Commercial Arbitration Rules of the
              American Arbitration Association (AAA). The arbitration will be
              held in Cincinnati, Ohio and will be conducted in accordance with
              the Commercial Arbitration Rules of the AAA, except that the rules
              set forth in this Section 16.09(d) will govern such arbitration to
              the extent they conflict with the rules of the AAA. Supplier and
              Buyer will use their best efforts to cause the arbitration to be
              conducted in an expeditious manner. Supplier and Buyer will use
              their best efforts to cause the arbitration to be completed within
              sixty (50) days after selection of the arbitrator. In the
              arbitration, Delaware law will govern, except to the extent that
              those laws conflict with the Commercial Arbitration

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              Rules of the AAA and the provisions of this Section 16.09(d).
              There will be no discovery, except as the arbitrator will permit
              following a determination by the arbitrator that the person
              seeking such discovery has a substantial, demonstrable need. All
              other procedural matters will be within the discretion of the
              arbitrator. In the event a Person fails to comply with the
              procedures in any arbitration in a manner deemed material by the
              arbitrator, the arbitrator will fix a reasonable period of time
              for compliance and, if the Person does not comply within said
              period, a remedy deemed just by the arbitrator, including an award
              of default, may be imposed. The determination of the arbitrator
              will be final and binding on the Supplier and Buyer. Judgment upon
              the award rendered by the arbitrator may be entered in any court
              having jurisdiction thereof.

16.10   DAMAGE LIMITATIONS. Notwithstanding anything to the contrary in the this
        Agreement, none of Supplier's Indemnified Parties nor Buyer's
        Indemnified Parties will be permitted to recover any consequential,
        indirect, special or punitive damages arising out of or related to this
        Agreement, regardless of the form of the Claim or Action, including
        without limitation Claims or Actions for indemnification, tort, breach
        of contract, warranty, representation or covenant. Any provision herein
        to the contrary notwithstanding, the maximum liability of Supplier to
        any person, firm or corporation whatsoever arising out of or in the
        connection with the purpose of this Agreement, the services provided
        hereunder by Supplier, or the Products delivered to Buyer hereunder,
        whether such liability arises from any claim based on breach or
        repudiation of contract, warranty, tort or otherwise, shall in no case
        exceed the actual price paid to Supplier by Buyer hereunder for the
        Products.

16.11   SUCCESSORS AND ASSIGNS. This Supply Agreement will be binding upon and
        will inure to the benefit of the signatories hereto and their respective
        successors and permitted assigns. Buyer may not assign this Supply
        Agreement, or any of its rights or liabilities hereunder, without the
        prior written consent of Supplier. In the event Supplier withholds its
        consent to any such assignment, Buyer shall have the option to purchase
        up to six (6) months of inventory of Products, subject to the minimum
        and maximum requirements set forth in Schedule 2.02. Notwithstanding the
        foregoing, Buyer may assign this Supply Agreement, without Supplier's
        consent, only in the event of a sale, disposition, merger or
        consolidation that involves substantially all of the assets of the
        Business or capital stock of Buyer, provided that Buyer may in no event
        assign this Agreement, in whole or in part, to anyone or more of the
        entities, companies and their respective Affiliates, listed on Schedule
        16.11. Notwithstanding the foregoing, if, in the event of a sale,
        disposition, merger or consolidation that involves substantially all of
        the assets of the Business or capital stock of Buyer, Buyer assigns this
        Supply Agreement to The Dial Corporation, this Supply Agreement shall
        terminate six (6) months from the date of such assignment, subject to
        the terms of Section 15.02(a). Any assignment will however not relieve
        the party making the assignment from any liability under this Supply
        Agreement. Notwithstanding the foregoing, in no event shall this Supply
        Agreement or any rights granted hereunder inure to the benefit of any
        trustee in bankruptcy, receiver or other successor of buyer whether by
        operation of law or otherwise, without the written consent

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        of Supplier and any assignment or transfer without such consent and
        approval shall be null and void.

16.12   NOTICES. All notices required or permitted to be given under this Supply
        Agreement will be in writing and will be deemed to be properly given
        when actually received by the Person entitled to receive the notice at
        the address stated below, or at such other address as Supplier or Buyer
        may provide by notice to the other:

        SUPPLIER:

              The Procter & Gamble Manufacturing Company
              169 East Grand Avenue
              Saint Louis, MO 63147
              Attention: John Long
              Telephone: 314-622-8473
              Fax: 314-622-8278

              With a copy to:

              The Procter & Gamble Company
              Legal Division
              One Procter & Gamble Plaza
              Cincinnati, Ohio 45202
              Attention: Marco R. Kerschen
              Telephone: (513) 983-7572
              Fax: (513) 983-4274

        BUYER:

              Prestige Brands International, Inc.
              26811 South Bay Drive
              Suite 300
              Bonita Springs, FL 34134
              Attention: Ted Host
              Telephone: (941) 948-8545
              Fax: (941) 948-8551

              With a copy to:

              Hunton & Williams
              Riverfront Plaza, East Tower
              951 East Byrd Street
              Richmond, VA 23219
              Attention: T. Justin Moore III Esq.
              Telephone: (804) 788-8200
              Fax: (804) 788-8218

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IN WITNESS WHEREOF, the parties have signed this Supply Agreement on the date
set forth below.

<Table>
<S>                                               <C>
SUPPLIER:                                         BUYER:

THE PROCTER & GAMBLE                              PRESTIGE BRANDS INTERNATIONAL,
MANUFACTURING COMPANY                             INC.

By:    /s/ R.A. MCDONALD                          By:    /s/ CYNTHIA B. SATTERWHITE
   ------------------------------------------        ------------------------------------

Name printed:  R.A. McDonald                      Name printed: Cynthia B. Satterwhite
             --------------------------------                  --------------------------

Title:  President, Fabrics & Home Care G.B.U.     Title:  CFO & VP
      ---------------------------------------           ---------------------------------
</Table>

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Portions of this Exhibit were omitted and filed separately with the Securities
and Exchange Commission pursuant to a request for confidential treatment. Such
portions are marked by a series of asterisks.

                                  SCHEDULE 1.15
                                    PRODUCTS

<Table>
<Caption>
        PRODUCTS                 PRODUCT CATEGORY    BRAND CODE            SIZE
---------------------------------------------------------------------------------------
<S>                                   <C>             <C>          <C>
Comet Powder Cleanser Regular         Powder          00003362        25 Oz. (4 cans)

Comet Power Cleanser Regular          Powder          84900079        25 Oz. (4 cans)
                                                                   Pallet Display Units

Comet Powder Cleanser Regular         Powder          84901390          11 Oz. AVDP

Comet Powder Cleanser Regular         Powder          00003697          14 Oz. AVDP

Comet Powder Cleanser Regular         Powder          00003529          21 Oz. AVDP

Comet Bathroom Spray                   Spray          00006588         17 Oz. Fluid

Comet Bathroom Spray                   Spray          00031110         32 Oz. Fluid

Comet Lemon Powder cleanser           Powder          00003732          17 Oz. AVDP

Comet Powder Canada                   Powder          00002535            400 gr

Comet Powder Lemon Canada             Powder          00002577            400 gr

Comet Powder Canada                   Powder          00002615            600 gr

Comet Powder Canada                   Powder          00017629        750 gr (6 pack)

Comet Powder Canada                   Powder          00017643        750 gr (6 pack)
                                                                   Pallet Display Units

Comet Powder Cleanser Regular         Powder          84914165            25 Oz.
(US - Dollar General SKU)

Comet Orange [**]                     Powder            [**]             [**] Oz.
</Table>

**                                           Once the Comet Orange product
Specifications have been agreed to by Buyer and Supplier, Buyer and Supplier
will mutually agree to a Comet Orange product size, brand code, the minimum and
maximum production requirements, and the price per physical case of Comet
Orange.

<Page>

                                  SCHEDULE 2.02

                        MAXIMUM AND MINIMUM REQUIREMENTS

1.  MAXIMUM REQUIREMENTS

The following sets forth the maximum number of Statistical Units Supplier can be
produced in any calendar month during this Supply Agreement.

<Table>
<Caption>
                              PRODUCT                   THOUSANDS OF    THOUSANDS OF
PRODUCT                      CATEGORY    BRAND CODE     STAT. UNITS*     PHYS. UNITS
------------------------------------------------------------------------------------
<S>                           <C>         <C>              <C>             <C>
Comet Powder                  Powder      84914165          7.79            8.69
Cleanser Regular
24/25 oz

Comet Powder Cleanser         Powder      00003362          7.79            8.69
Regular 6/4x25 oz

Comet Powder Cleanser         Powder      84900079          39.61           1.11
Regular 60/4x25 oz

Comet Powder Cleanser         Powder      84901390          7.00            8.88
Regular 48/11 oz

Comet Powder Cleanser         Powder      00003697          51.96           51.80
Regular 48/14 oz

Comet Powder Cleanser         Powder      00003529         106.10          141.10
Regular 24/21 oz

Comet Bathroom Spray           Spray      00006588          27.75           46.10
12/17 oz

Comet Bathroom Spray           Spray      00031110          48.79           57.40
9/32 oz

Comet Lemon Powder            Powder      00003732          18.13           35.76
Cleanser 20/17 oz

Comet Powder Canada           Powder      00002535          7.48            7.48
48/400 gm

Comet Powder Lemon Canada     Powder      00002577          3.74            7.48
24/400 gm

Comet Powder Canada           Powder      00002615          8.23            10.97
24/600 gm

Comet Powder Canada           Powder      00017629          8.23            8.69
4/6x750 gm

Comet Powder Canada           Powder      00017643          8.23             .22
40/6x750 gm

Comet Orange                  Powder        [**]            [**]            [**]
[**] oz
</Table>

Supplier will be open to consider deviations beyond this on a case-by-case basis
and will use commercially reasonable efforts to accommodate such deviations. If
Buyer's annual requirements are forecasted to increase more than 10% versus
previous year, Buyer and Supplier agree to develop a mutually agreeable plan to
meet the demand.

*                                            Statistical Unit Equals:

                                             Comet spray


                                             10 Liters

                                             Comet powder

<Page>

                                             19 Kilograms

**                                           Once the Comet Orange product
Specifications have been agreed to by Buyer and Supplier, Buyer and Supplier
will mutually agree to a Comet Orange product size, brand code, the minimum and
maximum production requirements, and the price per physical case of Comet
Orange.

<Page>

2.  MINIMUM REQUIREMENTS

The following sets forth the minimum number of Statistical Units (or Cases) for
any consecutive production run during the term of this Supply Agreement.

<Table>
<Caption>
                              PRODUCT                   THOUSANDS OF    THOUSANDS OF
PRODUCT                      CATEGORY    BRAND CODE     STAT. UNITS*     PHYS. UNITS
------------------------------------------------------------------------------------
<S>                           <C>         <C>               <C>             <C>
Comet Powder                  Powder      84914165          2.06            2.30
Cleanser Regular
24/25 oz

Comet Powder Cleanser         Powder      00003362          2.06            2.30
Regular 6/4x25 oz

Comet Powder Cleanser         Powder      84900079          2.06             .06
Regular 60/4x25 oz

Comet Powder Cleanser         Powder      84901390          1.63            2.07
Regular 48/11 oz

Comet Powder Cleanser         Powder      00003697          1.73            1.74
Regular 48/14 oz

Comet Powder Cleanser         Powder      00003529          1.90            2.54
Regular 24/21 oz

Comet Bathroom Spray           Spray      00006588          2.31            3.84
12/17 oz

Comet Bathroom Spray           Spray      00031110          2.12            2.49
9/32 oz

Comet Lemon Powder            Powder      00003732          1.41            2.78
Cleanser 20/17 oz

Comet Powder Canada           Powder      00002535          1.74            1.74
48/400 gm

Comet Powder Lemon Canada     Powder      00002577          0.87            1.74
24/400 gm

Comet Powder Canada           Powder      00002615          1.91            2.54
24/600 gm

Comet Powder Canada           Powder      00017629          2.17            2.30
4/6x750 gm

Comet Powder Canada           Powder      00017643          2.17             .06
40/6x750 gm

Comet Orange                  Powder        [**]            [**]            [**]
[**] oz
</Table>

*                                            Statistical Unit Equals:

                                             Comet spray

                                             10 Liters

                                             Comet powder


                                             19 Kilograms

**                                           Once the Comet Orange product
Specifications have been agreed to by Buyer and Supplier, Buyer and Supplier
will mutually agree to a Comet Orange product size, brand code, the minimum and
maximum production requirements, and the price per physical case of Comet
Orange.

<Page>

                                  SCHEDULE 3.02

                                FORM OF FORECAST

                          PRESTIGE BRANDS INTERNATIONAL

TO:   PROCTER & GAMBLE                                    SHIP TO:
      tbd

<Table>
<Caption>
DATE         PICK UP DATE       SHIP VIA               PURCHASE ORDER NO.
----         ------------       --------               ------------------
<S>          <C>                <C>                    <C>


</Table>

                                                              SHIPMENTS BY WEEK*

<Table>
<Caption>
QUANTITY       BRAND
(PHYS CS.)     CODE     DESCRIPTION    WEEK 1    WEEK 2    WEEK 3    WEEK 4
---------------------------------------------------------------------------
<S>            <C>      <C>            <C>       <C>       <C>       <C>


</Table>


---------------------------------------------
Authorization Signature

<Page>

                                  SCHEDULE 6.04

                            COST AND FEASIBILITY FORM

                           COST & FEASIBILITY REQUEST

Date:                                                        C&F No.:
SKU:
Country:

ASSUMPTIONS:


VOLUME:


TIMING:


REQUIREMENTS:


---------------------------------------------
Signature

<Page>

                                  SCHEDULE 9.01
                          PRICING AND COST ASSUMPTIONS

<Table>
<Caption>
     PRODUCT                      BRAND CODE         SIZE
--------------------------------------------------------------
<S>                                <C>          <C>
Comet Powder Lemon                   3732           17 Oz.

Comet Powder Lemon-Fiber           84914780         17 Oz.
Dollar General

Comet Powder Regular               84901390         11 Oz.

Comet Powder Regular                 3697           14 Oz.

Comet Powder Regular                 3529           21 Oz.

Comet Powder Regular-              84914165         25 Oz.
Dollar General

Comet Powder Regular                 3362           25 Oz.

Comet Powder Regular               84916618     21 Oz. Pallet
                                                   Display
                                                    Units

Comet Powder Regular               84900079     25 Oz. Pallet
                                                   Display
                                                    Units

Comet Powder Lemon Canada            2577          400 Gr.

Comet Powder Reg. Canada             2535          400 Gr.

Comet Powder Reg. Canada             2615          600 Gr.

Comet Powder Reg. Canada            17629          750 Gr.

Comet Powder Reg. Canada            17643       750 Gr. Pallet
                                                 Display Units

Comet Powder Reg. Canada-Bonus     84916981        720 Gr.

Comet Bathroom Spray                 6588           17 Oz.

Comet Powder 21 oz Bonus            13529          25.2 Oz.

Comet Bathroom Spray                31110           32 Oz.

Comet Bathroom Spray-              84914486         17 Oz.
Bonus Dollar General

Comet Bathroom Spray               84914485         64 Oz.

Comet Bathroom Spray               84916979         650 ml

Comet Orange Powder                  [**]            [**]
</Table>

***


*                                            Once the Comet Orange product
Specifications have been agreed to by Buyer and Supplier, Buyer and Supplier
will mutually agree to a Comet Orange product size, brand code, the minimum and
maximum production requirements, and the price per physical case of Comet
Orange.

<Page>

                                 SCHEDULE 16.11

                        RESTRICTED COMPETITOR ASSIGNMENTS

SC Johnson & Son, Inc.
Colgate Palmolive Inc.
Clorox
Uniliver
Reckitt Benckiser
Orange Glo International
And any trade customers of Supplier.