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EXHIBIT 10.01
 AMENDED AND RESTATED
 MATRIXX INITIATIVES, INC.
 EMPLOYMENT AGREEMENT
 Agreement Company Executive
 ARTICLE 1
DUTIES AND TERM
 Employment
 Position and Responsibilities
   Term
 ARTICLE 2
COMPENSATION
  Base Salary Base Salary




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Bonus Payments Annual Incentive Bonus
 Stock Options
 Additional Benefits
 Simple IRA
 Reimbursement of Business Expenses
 Vacations pro rata
 2




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Life Insurance and Disability Insurance
 (i)
    
    The Company or Executive shall terminate Executives employment under this
Agreement for any reason after December 31, 2008; or(ii)
    
    Executives employment with the Company shall terminate on account of Total
Disability; or(iii)
    
    The Company shall terminate Executives employment under this Agreement
without Cause on or prior to December 31, 2008; or(iv)
    
    Executive shall terminate his employment under this Agreement with Good
Reason on or prior to December 31, 2008; or(v)
    
    Company shall give notice prior to July 2008 under Section 1.3 of
this Agreement that it elects not to renew the Agreement;
 Section 6.1
  3




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HI
 Relocation Expenses
 ARTICLE 3
TERMINATION OF EMPLOYMENT
 Death or Retirement of Executive Section 6.1
 By Executive Section 6.1
 Section 6.1
  By Company
 Section 6.1
 Section 6.1
  ARTICLE 4
COMPENSATION UPON TERMINATION OF EMPLOYMENT
 Section 5.12
 4




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Upon Termination for Death or Disability
 Accrued Base
Salary
 Accrued Vacation Payment
 Accrued Reimbursable Expenses
 Accrued Benefits
 Accrued Annual Incentive Bonus pro rata provided however Pro RataBonus
  Upon Termination by Company for Cause or by Executive Without Good Reason
     5




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Upon Termination by the Company Without Cause or by Executive for Good
Reason
      Section 6.1 Section 4.3(f)
 6




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Section 2.4 Continued Benefits
 Section 4.1(f)
 Upon Termination by the Company Without Cause Following a Change of Control or by
Executive for Good Reason Following a Change of Control
 Section 4.3 Section 4.3(f)
 Section
6.1
 ARTICLE 5
RESTRICTIVE COVENANTS
 Confidential Information and Materials
 7




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Confidential Information
 Hardware
 Software
 Business Procedures
 Legal Rights
 Marketing Plans and Customer Lists
 Not Generally Known
 8




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General Knowledge Section 5.9(a)
 Executive Obligations as to Confidential Information and Materials
 Non-Disclosure
 Prevent Disclosure
 Abide by the Companys Restrictions
 Return All Materials
 Inform Subsequent Employers
 9




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Ideas and Inventions Inventions
 Inventions and Patents; Assertion of Rights
 Copyrights
 Conflicting Obligations and Rights
 10




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Non-Competition/Non-Solicitation
 Business Territory
 Section 5.9 Non-Competition Period
 Section 5.9 Compete Competing provided however
 Section 5.9
 Business
 Non-Solicitation of Employees Section 5.9(e)
 11




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Section 5.9 Employee Non-Solicitation Period Customer Non-Solicitation Period
 Non-Solicitation of Customers and Prospective Customers
       Non-Disparagement
 12




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Remedies Sections 5.1 Section 5.10 Section 6.3
 Severability of Article 5 Provisions
 Other Agreements
 Scope of Article
 ARTICLE 6
MISCELLANEOUS
 Definitions
 Section 4.1(a)
 Section 4.1(d)
 Section 4.1(e)
 Section 4.1(c)
 Section 4.1(b)
 13




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Section 2.2
 Section 2.1
  Section 5.9(e)
 Section 5.9(a)
      Section 1.2(b)
  Section 5.9(c)
   14




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provided however
  Incumbent
Board
  Section 5.1
 Section 4.3(g)
 Section 5.9(f)
 15




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Section 5.9(f)
      Section 5.5
 Section 5.9(b)
   Section 2.4(d)
    16




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Key Man Insurance
 Dispute Resolution Rules AAA IT IS EXPRESSLY UNDERSTOOD THAT BY SIGNING THIS AGREEMENT,
WHICH INCORPORATES BINDING ARBITRATION, THE COMPANY AND EXECUTIVE AGREE, EXCEPT AS
SPECIFICALLY PROVIDED OTHERWISE IN SECTION 5.11 AND THIS SECTION 6.3 , TO
WAIVE COURT OR JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY LAW AND TO WAIVE PUNITIVE,
STATUTORY, CONSEQUENTIAL, AND ANY DAMAGES, OTHER THAN COMPENSATORY DAMAGES.
 Successors; Binding Agreement
 Modification; No Waiver
 17




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Severability
 Notices
 Assignment
 Entire Understanding
 Executives Representations
 Governing Law
 18




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Section 409A of the Code
  MATRIXX INITIATIVES, INC.By: William J. HemeltIts: Chief Financial OfficerEXECUTIVECarl J. Johnson
 19