EXHIBIT 10.03

                      SUMMARY OF MATRIXX INITIATIVES, INC.
                            DIRECTOR RESTRICTED STOCK
                                PURCHASE PROGRAM


PURPOSE AND DESCRIPTION OF PROGRAM

     The Board of Directors of Matrixx Initiatives,  Inc. has determined that it
is in Matrixx's best interest for its  non-employee  directors  ("Directors") to
own shares of Matrixx common stock. To assist in this  objective,  the Board has
amended the manner in which Matrixx  compensates its Directors for their service
on the Board and  committees  of the Board.  Each  Director  is now  offered the
option to purchase, at a discount to prevailing market prices, shares of Matrixx
common stock in exchange  for such  Director  receiving a lesser  amount of cash
consideration  in respect of quarterly  retainers  and/or meeting fees,  and, as
applicable,  for serving as Chairman of the Board or any committee  thereof (the
"Program").  The shares of Matrixx  common stock issuable under the Program will
be issued under the Matrixx Initiatives, Inc. 2001 Long-Term Incentive Plan (the
"2001 Incentive Plan").

     Matrixx  intends to file a  registration  statement in 2002 to register its
issuance of common stock under the 2001  Incentive Plan under the Securities Act
of 1933. Accordingly, upon the effectiveness of such registration statement, but
subject to the restrictions on sale, transfer or other disposition  described in
this  Summary,  Matrixx  common stock issued under the Program will be issued as
freely tradable stock.

PROCEDURE

     Each  Director  who wishes to  participate  in the Program must execute and
deliver to Matrixx a Restricted  Stock  Program  Agreement in the form  attached
hereto as Appendix A. Each Director who executes this  Agreement may then elect,
by delivery  of a completed  election  form to  Matrixx,  to purchase  shares of
Matrixx's common stock in lieu of all or some portion of the cash  consideration
that would  otherwise  be payable to the  Director  for his service on the Board
and/or any committee thereof. The number of shares to which the Director will be
entitled  will  equal the  portion  of the cash  compensation  payable to him by
Matrixx  that he wishes to apply to the  purchase of shares  under the  Program,
divided  by the  product of 80% times the  closing  market  price for  Matrixx's
common stock on the date such portion of cash  consideration  would otherwise be
payable by Matrixx.

          EXAMPLE: ASSUME THAT THE DIRECTOR ELECTS TO APPLY HIS ENTIRE
          QUARTERLY  BOARD  RETAINER  TO  PURCHASE  SHARES OF  MATRIXX
          COMMON STOCK,  AND THE CLOSING PRICE OF SUCH STOCK ON NASDAQ
          ON THE DAY OF MATRIXX'S  SCHEDULED FIRST QUARTERLY  RETAINER
          PAYMENT  IS  $10.00  PER  SHARE.  THE  DIRECTOR  IS  ABLE TO
          PURCHASE  SHARES PURSUANT TO THE FOLLOWING  FORMULA:  $3,000
          (80% X $10.00) OR  $3,000/$8.00  = 375 SHARES.  THIS FORMULA
          WOULD BE RECALCULATED ON EACH  SUBSEQUENT  RETAINER  PAYMENT
          DATE TO DETERMINE THE NUMBER OF SHARES ISSUABLE ON EACH SUCH
          DATE.
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     The  election  made  by  the  Director  will  remain  in  effect  and  will
automatically  renew each year  without  notice  unless  and until the  Director
delivers to Matrixx a revised election form setting forth a different proportion
of  compensation  to be paid in shares of common  stock.  The  Director may also
elect by delivering a revised  election form to cease  receiving any such shares
in lieu of cash compensation.

RESTRICTION PERIOD

     Notwithstanding  that the issuance by Matrixx of the shares of common stock
issuable under the 2001  Incentive Plan will be registered  under the Securities
Act of 1933,  shares  issued under the Program to a Director  will be restricted
until  the  first to occur of (i) the  expiration  of  three  years  from  their
respective dates of issuance,  (ii) a Change of Control of Matrixx, or (iii) the
Director's death or Disability.  During this period of restriction,  such shares
may  not  be  sold,  transferred,  pledged,  encumbered  or  disposed  of by the
Director.  Any  attempt by a Director  to sell,  transfer,  pledge,  encumber or
otherwise dispose of any such shares during the restriction period will be void,
and Matrixx will neither give effect to such sale, transfer or disposition on is
books or records nor  recognize  any  transferee  of such shares as the legal or
beneficial owner thereof.

TAX CONSEQUENCES

     Because  shares of common stock issued under the Program are issued in lieu
of the cash  consideration  that the Director  would  otherwise  receive for his
Board and/or committee  services,  the Director is immediately subject to tax on
the shares as  income.  OF  SPECIAL  NOTE,  while the shares are issued at a 20%
discount to their market  price,  the  Director  will be taxed based on the full
market  price of the  shares  at the time of  issuance.  Hence,  using the above
example,  the Director  who receives 375 shares in lieu of $3,000 cash,  will be
taxed not on the $3,000,  but rather on $3,750 - the  aggregate  market price of
the common shares acquired before applying the 20% discount.  Calculation of the
12-month  hold period for  obtaining  capital  gains tax  treatment on any gains
received on disposition of shares  acquired under the Program will commence,  as
to each issuance of such shares, on the date of issuance of such shares.

DEFINED TERMS; SUMMARY ONLY

     Capitalized terms used in this Summary,  unless otherwise expressly defined
herein, have the respective meanings given to them in the 2001 Incentive Plan.

     The foregoing is a summary only,  and does not contain all of the terms and
conditions  applicable to  participation  in the Program.  You are encouraged to
review  the  2001  Incentive  Plan  and the  form of  Restricted  Stock  Program
Agreement in detail.

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                                   APPENDIX A

                            MATRIXX INITIATIVES, INC.
                          2001 LONG-TERM INCENTIVE PLAN
                       RESTRICTED STOCK PROGRAM AGREEMENT


     This Restricted Stock Program Agreement (this  "AGREEMENT") is entered into
between Matrixx Initiatives,  Inc., a Delaware corporation (the "COMPANY"),  and
__________________ (the "DIRECTOR"), as of ______________, 2002

                                    RECITALS

     A. The Company has adopted the Matrixx  Initiatives,  Inc.  2001  Long-Term
Incentive Plan, as amended (the "Plan") to allow the Company to make grants that
will  provide an  incentive  to attract and retain  eligible  individuals  whose
services are considered  unusually  valuable by providing them an opportunity to
have a proprietary interest in the success of the Company.

     B. The Company believes that entering into this Agreement with the Director
is consistent with the above stated purposes.

     NOW, THEREFORE,  in consideration of the mutual covenants and conditions in
this  Agreement and for other good and valuable  consideration,  the Company and
the Director agree as follows:

     1.   ELECTION TO RECEIVE COMMON STOCK.

     Subject to the terms of this  Agreement,  for the balance of the  Company's
2002  fiscal  year  running  after  the  date of this  Agreement,  and for  each
subsequent  fiscal year of the Company,  the Director  may, by written  election
submitted to the Company in the form attached hereto as Exhibit 1 (the "ELECTION
FORM"),  elect to receive all or any portion of the fees  payable by the Company
to him for his  service  on the Board of  Directors  or any  committee  thereof,
including,  without  limitation,  retainer fees, meeting fees and, if applicable
Board or committee chairman fees  (collectively,  "FEES"), in the form of shares
of common stock of the Company  ("COMMON STOCK") in lieu of cash. The Director's
election to subscribe for and purchase  Common Stock  pursuant to this Section 1
will be subject to the following procedures:

          A. For the  balance of the  Company's  2002  fiscal  year and for each
subsequent  fiscal  year,  the  Director may at any time on or after the date of
this Agreement, complete, execute and deliver an Election Form setting forth the
portion of Fees  payable by the  Company for such  applicable  fiscal year to be
paid by issuance of Common Stock in lieu of cash.  Any such  election will apply
only to Fees that become payable by the Company after the date of its receipt of
such Election Form.

          B. The  Director may at any time amend its election to receive some or
all of its Fees in the form of shares of Common  Stock  issued  pursuant to this
Agreement by delivering  to the Company a completed  and duly  executed  revised
Election Form. Until such time as the Director  delivers a revised Election Form
to the Company, the Director's election to receive shares of Common Stock as set
forth is the  Election  Form last  executed  and  delivered  to the Company will

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automatically  renew  each  year  without  notice  to or by the  Company  or the
Director.  Any amendment to the Director's election to receive Common Stock made
by way of delivery of a revised  Election  Form will be  effective  to Fees that
become payable by the Company after the date of delivery of the revised Election
Form.

     2.   ISSUANCE OF COMMON STOCK; ISSUE PRICE

     The  Company  will issue the  applicable  shares of Common  Stock as of the
dates on which the Fees in respect of which such  Common  Stock is issued  would
otherwise  be  payable.  The issue price for such shares will be equal to eighty
percent  (80%) of the closing  price of the Common Stock on the Nasdaq  National
Market System (or any other national stock exchange or automated stock quotation
system on which the Common Stock is listed or quoted for trading).

     The  Company  will cause its  transfer  agent to issue  stock  certificates
representing  the Common Stock issued  pursuant to this  Agreement.  The Company
will retain possession of all such stock certificates pending the termination of
the Restriction Period applicable to such Common Stock.

     3.   RIGHTS OF DIRECTOR.

     Upon the  issuance  by the  Company to the  Director  of any  Common  Stock
pursuant to this Agreement,  the Director will become a shareholder with respect
to such  Common  Stock and will have all of the rights of a  shareholder  in the
Company with respect to such Common Stock,  including,  without limitation,  the
right to  receive  notice  of,  attend  and vote at  meetings  of the  Company's
shareholders  and to receive any  dividend on such Common Stock that the Company
may declare and pay from time to time; provided, however, that such Common Stock
will be subject to the restrictions set forth in this Agreement.

     4.   RESTRICTIONS ON STOCK SUBJECT TO THIS AGREEMENT.

          A.   LIMITATIONS ON TRANSFER.

          The  Director  agrees  not  to  sell,  transfer,   pledge,   exchange,
hypothecate, grant any security interest in, or otherwise dispose of, any shares
of Common  Stock  issued to him  pursuant to this  Agreement  before the date on
which the  restrictions  on those shares lapse in accordance  with Section 4, or
enter into any agreement to do so. Any such attempted  sale,  transfer,  pledge,
exchange,  hypothecation  or disposition of any such shares of Common Stock will
be null and void,  and the  Company  will not  recognize  or give effect to such
transaction  on its books and  records  (including  the books and records of the
Company's  transfer agent) or recognize the person or persons to whom such sale,
transfer,  pledge,  exchange,  hypothecation or disposition has been made as the
legal or beneficial owner of such shares.

          B.   TERM OF RESTRICTION PERIOD.

          Subject to the other conditions in this Section 4, the restrictions on
disposition of the shares of Common Stock issued  hereunder will expire upon the
first to occur of (i) the third anniversary of the issuance of such shares, (ii)
the effective date of a Change of Control (as that term is defined in the Plan),

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and  (iii)  the date on  which  the  Director  ceases  to serve on the  Board of
Directors or any  committee  thereof on account of his death or  Disability  (as
that term is defined in the Plan).

     5.   SECURITIES ACT.

          A.   REGISTRATION.

          The Company  has the right,  but not the  obligation,  to cause any of
shares of Common Stock issued or issuable  hereunder to be registered  under the
appropriate rules and regulations of the Securities and Exchange Commission.

          B.   CONDITION ON DELIVERY OF STOCK.

          The Company will not be required to deliver any shares of Common Stock
issuable  hereunder if, in the opinion of counsel for the Company,  the issuance
would  violate the  Securities  Act of 1933 or any other  applicable  federal or
state  securities  laws or  regulations.  The Company may require the  Director,
prior to or after the issuance of any shares of Common Stock hereunder,  to sign
and deliver to the Company a written  statement,  in form and content acceptable
to the Company in its sole  discretion,  that the Director (i) is acquiring  the
shares for investment and not with a view to the sale or  distribution  thereof,
(ii) will not sell any of such shares or any other  Common  Stock of the Company
that the  Director  may then own or  hereafter  acquire  except  with the  prior
written  approval of the Company,  and (iii) will comply with the Securities Act
of 1933, the Securities  Exchange Act of 1934 and all other  applicable  federal
and state securities laws and regulations.

          C.   LEGEND.

          Share certificates representing any Common Stock issued hereunder will
bear a legend restricting the transferability of such Stock in substantially the
following form:

          "The securities  represented by this  certificate may not be
          sold,   pledged,   or   otherwise   disposed  of  until  the
          restrictions  set forth in the  Restricted  Stock  Agreement
          dated ____________,  between Matrixx  Initiatives,  Inc. and
          _______________ are satisfied."


     6.   NONTRANSFERABILITY OF AGREEMENT.

     The Director  may not assign or transfer  his rights under this  Agreement,
nor may he  subject  such  rights  (or any of  them) to  execution,  attachment,
garnishment  or  similar  process.  In the  event of any such  occurrence,  this
Agreement,  and all of the Director's  rights hereunder,  will  automatically be
terminated and will thereafter be null and void.

     7.   FEDERAL AND STATE TAXES.

     The  Director may incur  certain  liabilities  for federal,  state or local
taxes in connection with the issuance of shares of Common Stock  hereunder,  and
the Company may be required by law to withhold such taxes. Upon determination of
the year in which such taxes are due and the determination by the Company of the

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amount of taxes required to be withheld,  the Director shall pay an amount equal
to the amount of federal,  state or local  taxes  required to be withheld to the
Company.  If the  Director  fails to make such payment in a timely  manner,  the
Company may withhold and set-off against Fees payable to the Director the amount
of such required payment.

     8.   ADJUSTMENT OF SHARES.

     The number of shares of Common  Stock  issued to the  Director  pursuant to
this Agreement will be adjusted in accordance with Article 12 of the Plan in the
event of a change in the Company's capital structure.  Such number of shares may
also be adjusted based on any  withholding of Fees by the Company as provided in
the last sentence of Section 7 hereof.

     9.   AMENDMENT OF THIS AGREEMENT; TERMINATION.

     This  Agreement  may only be  amended  with  the  written  approval  of the
Director and the Company.  Notwithstanding the foregoing  sentence,  the Company
may at any time, upon written notice to the Director, (i) amend or terminate the
Plan, or (ii) terminate this Agreement;  provided,  however, that termination of
this Agreement by the Company will be with respect to future issuances of Common
Stock only,  and will have no effect on the  Director's or the Company's  rights
and  obligations  hereunder,  including,  outstanding  restrictions on the sale,
transfer,  pledge,  exchange,  hypothecation  or disposition of shares of Common
Stock  issued  to the  Director  hereunder  before  the  effective  date of such
termination.

     10.  GOVERNING LAW.

     This Agreement  shall be governed in all respects,  whether as to validity,
construction,  capacity,  performance, or otherwise, by the laws of the State of
Arizona, without giving effect to choice of law rules.

     11.  SEVERABILITY.

     If any  provision  of  this  Agreement,  or  the  application  of any  such
provision to any person or circumstance,  is held to be unenforceable or invalid
by any court of competent  jurisdiction or under any applicable law, the parties
hereto  will  negotiate  an  equitable  adjustment  to the  provisions  of  this
Agreement  with the view to  effecting,  to the greatest  extent  possible,  the
original  purpose and intent of this Agreement,  and in any event,  the validity
and  enforceability  of the remaining  provisions of this  Agreement will not be
affected thereby.

     12.  ENTIRE AGREEMENT.

     This Agreement and the provision of the Plan applicable  hereto  constitute
the entire, final and complete agreement between the parties hereto with respect
to the subject  matter hereof and  supersedes  all prior  agreements,  promises,
understandings,  negotiations, representations and commitments, both written and
oral,  between the parties  hereto with  respect to the subject  matter  hereof.
Neither   party   hereto  will  be  bound  by  or  liable  for  any   statement,
representation,  promise,  inducement,  commitment or  understanding of any kind
whatsoever not expressly set forth in this Agreement or in the Plan.

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<PAGE>
     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized representative and the Director has signed this Agreement as
of the day and year first written above.

                                        MATRIXX INITIATIVES, INC.


                                        By:
                                            ------------------------------------
                                            William J. Hemelt
                                            Executive Vice President, Chief
                                            Financial Officer, Treasurer &
                                            Secretary



                                        DIRECTOR


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

                                        ----------------------------------------
                                        Name

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                                    EXHIBIT 1

                            MATRIXX INITIATIVES, INC.
                          2001 LONG-TERM INCENTIVE PLAN
                       RESTRICTED STOCK PROGRAM AGREEMENT

                                  ELECTION FORM


     In  accordance  with  the  provisions  of  that  Restricted  Stock  Program
Agreement  dated  ______________,  20__  between  the  undersigned  and  Matrixx
Initiatives,  Inc. (the "Company"), the undersigned hereby elects to receive the
following  portion of his/her board of directors  fees and board  committee fees
(if any)  hereinafter  payable by the Company to the  undersigned in the form of
shares of Common Stock of the Company ("Shares") (CHECK ONE ONLY AND COMPLETE AS
APPROPRIATE):


     [ ]  _____ % of each payment of fees.

     [ ]  Of each:

          [ ]  Retainer fee payable, $_________ of such fees;
          [ ]  Meeting fee payable, $_________ of such fees; and
          [ ]  Other fee payable, $_________ of such fees.

     [ ]  No fees.

     The undersigned  acknowledges  that the issuance of Shares pursuant to this
Election  Form will be  calculated  in the manner and  otherwise  subject to the
terms and conditions of the  aforementioned  Restricted Stock Program  Agreement
and the  Company's  2001  Long-Term  Incentive  Plan.  The  undersigned  further
acknowledges that the Company will not issue fractional shares and, accordingly,
will pay to the undersigned,  in lieu thereof,  the cash value of any fractional
Share  that would  otherwise  be  issuable  from time to time as a result of the
undersigned's election hereunder.

     The  undersigned  represents  and  warrants  to the  Company as of the date
hereof,  and the undersigned  will be deemed to repeat each such  representation
and warranty as of the date on which each issuance of Shares is made pursuant to
this Election Form, as follows:

     *    The undersigned  acknowledges  that he/she is prohibited from selling,
          transferring,  pledging,  exchanging,   hypothecating,   granting  any
          security interest in, or otherwise  disposing of, any Shares issued to
          him/her pursuant to this Election Form until the first to occur of (i)
          the third  anniversary of the date of issuance of such Shares,  (ii) a
          Change of Control of the Company  (as the term  "Change of Control" is
          defined in the Company's 2001 Long-Term Incentive Plan), and (iii) the
          undersigned's  ceasing  to be a  member  of  the  Company's  board  of
          directors  or any  committee  thereof as a result of his/her  death or
          Disability (as the term  "Disability" is defined in the Company's 2001
          Long-Term Incentive Plan).
<PAGE>
     *    The  undersigned  is purchasing the Shares for the  undersigned's  own
          account,  and not as principal,  agent or nominee for any other person
          or entity,  for  investment  purposes  only and not with a view to the
          resale or  distribution  of any part thereof.  The  undersigned has no
          present intention of selling,  transferring or otherwise  disposing of
          the  Shares  or any part  thereof,  and  does  not have any  contract,
          undertaking,  agreement  or  arrangement  with any person or entity to
          sell, transfer or dispose of any of the Shares.

     *    The  undersigned  is  aware of the  Company's  business,  affairs  and
          financial  condition,   has  received  and  reviewed  all  information
          (including all reports,  registrations  and other  documents) filed by
          the Company with the United States Securities and Exchange  Commission
          (the  "Commission")  up to the  date  hereof)  that  he/she  considers
          necessary  or  appropriate  for making an informed  and  knowledgeable
          decision as to whether to  purchase  shares of the  Company's  commons
          stock,  and  further  represents  that  he/she,  as a director  of the
          Company,  has had sufficient  opportunity to ask questions and receive
          answers  from the  Company  regarding  the nature  and  affairs of the
          Company, including its business,  properties,  prospects and financial
          condition.

     *    The  undersigned  is  an  investor  in  securities  of  companies  and
          acknowledges  that he/she is capable of bearing the  economic  risk of
          his/her investment in the Shares,  including the risk of total loss of
          such  investment,  and has such  knowledge and experience in financial
          and business  matters that he/she is capable of evaluating  the merits
          and risks of such investment.

     *    The  undersigned  is an  "accredited  investor"  within the meaning of
          Securities  and  Exchange  Commission  Rule  501 of  Regulation  D, as
          presently in effect.


     Dated this ____ day of ______________, 20___.


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     Signature

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     Print Name