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Exhibit 10.01
 SUMMARY OF MATRIXX INITIATIVES, INC.
DIRECTOR RESTRICTED STOCK
PURCHASE PROGRAM
 PURPOSE AND DESCRIPTION OF PROGRAM
 Directors Program 2001 Incentive Plan
 PROCEDURE
 Agreement
 Example: Assume that the Director elects to apply the Directors
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 $15.00 per
share. The Director is able to purchase shares pursuant to the
following formula: $5,000/(80% x $15.00) or $5,000/$12.00 = 416
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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RESTRICTION PERIOD
  TAX CONSEQUENCES
 Of special
note
 DEFINED TERMS; SUMMARY ONLY
   2




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MATRIXX INITIATIVES, INC.
2001 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK PROGRAM AGREEMENT
 Agreement Company   Director
 RECITALS
 Plan
  NOW, THEREFORE
 1. ELECTION TO RECEIVE COMMON STOCK
 Exhibit 1 Election Form Fees Common Stock Section 1
 A.
 B.




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2. ISSUANCE OF COMMON STOCK; ISSUE PRICE
 Fee
Payment Date
  3. RIGHTS OF DIRECTOR
  4. RESTRICTIONS ON STOCK SUBJECT TO THIS AGREEMENT
 A. Limitations on Transfer
 Section 4
 B. Term of Restriction Period
 Section 4
 2




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Change of Control
   Incumbent Board
  3




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5. SECURITIES ACT
 A. Condition on Delivery of Stock
  B. Legend
  
 6. NONTRANSFERABILITY OF AGREEMENT
  7. FEDERAL AND STATE TAXES
  4




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8. ADJUSTMENT OF SHARES
 Article 11 Section 7
 9. AMENDMENT OF THIS AGREEMENT; TERMINATION
  10. GOVERNING LAW
  11. SEVERABILITY
  12. ENTIRE AGREEMENT
  5




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MATRIXX INITIATIVES, INC.By:William J. Hemelt
Executive Vice President, Chief


Financial Officer, Treasurer & SecretaryDIRECTORSignatureName 6




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MATRIXX INITIATIVES, INC.
2001 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK PROGRAM AGREEMENT
 ELECTION FORM
 Agreement Company Shares (check one only and complete as appropriate)
 o     _____% of each payment of fees.o     Of each:
 o     Retainer fee payable, $ of such fees;o     Meeting fee payable, $ of such fees; ando     Other fee payable, $ of such fees.
 o     No fees.
 2001 Incentive Plan
  
    
    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 Agreement), 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 2001 Incentive Plan).




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
    
    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 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 common 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.
 th
 SignaturePrint Name
 2