lwatson@bakerdonelson.com


    [PRESTIGE
      BRANDS INC. LOGO]

    


    Mark
      Pettie

    Chairman
      and CEO


    


    April
      9,
      2007

    


    


    Mr.
      James
      E. Kelly

    34
      Edgewood Road

    Edison,
      New Jersey 08820

    


    Dear
      Jim,

    


    We
      are
      very pleased that you will be joining Prestige Brands Inc. as Senior
      Vice President, Marketing
      effective April 17th, 2007. In this important leadership role you will report
      directly to me and be a key member of the Prestige Brands leadership
      team.

    


    The
      terms
      and conditions of your employment as SVP, Marketing consists of the
      following:

    


    
      	·  	
              Annual
                salary of $250,000 paid twice
                monthly.

            


    

    
      	·  	
              Participation
                in the Management Bonus Plan for the fiscal year ending March 31,
                2008.
                Payments will be made in May of every year for the preceding year,
                which
                ends on 3/31. You must be an employee at the end of the year to qualify.
                Your target eligibility (which is dependant on the Company achieving
                budget objectives) is 45% of annual salary. The actual bonus may
                be
                higher, lower or non-existent dependant on financial performance
                of the
                Company.

            


    

    
      	·  	
              Eligibility
                for the Long Term Incentive Plan (LTIP) with an initial 2008 grant
                of
                $346,875.

            


    

    
      	·  	
              A
                sign on/retention bonus of $75,000 payable in two equal installments
                of
                $37,500 on April 30th
                ,
                2007 and $37,500 on April 30th,
                2008. In order to earn this retention bonus you must be employed
                in good
                standing with the company through the payout
                dates.

            


    

    
      	·  	
              Severance
                Benefit of one year’s salary and target bonus if terminated for reasons
                other than “cause”, conditioned on the execution of a severance
                agreement.

            


    

    


    


    


    


    


    


    90
      North
      Broadway Irvington, New York 10533

    phone:
      (914) 524-6882 fax:
      (914) 524-7401 email: mpettie@prestigebrandsinc.com


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    



    
      	·  	
              Medical
                Insurance (eligible immediately)

            


    

    
      	·  	
              Dental
                Insurance (eligible after 1 month)

            


    

    
      	·  	
              Employee
                Life Insurance (eligible after 1 month, Company
                paid)

            


    

    
      	·  	
              Long-term
                Disability Insurance (eligible after 1 month, Company
                paid)

            


    

    
      	·  	
              Long-term
                Care Insurance (eligible after 3 months, Company
                paid)

            


    

    
      	·  	
              Flexible
                Spending Account (eligible after 3
                months)

            


    

    
      	·  	
              401k
                Plan (eligible after 6 months)

            


    

    
      	·  	
              4
                weeks vacation

            


    

    


    Jim,
      everyone you have met with was impressed with your background and track record
      of accomplishments and we believe you will make a very strong contribution
      to
      the Prestige organization. Personally, I very much look forward to the
      opportunity to work with you.

    


    


    Sincerely,

    


    /s/
      Mark Pettie              


    Mark
      Pettie

    Chairman
      and Chief Executive Officer

    


    Cc:    P.
      Anderson

      
      S. O’Brien

      
      C. Jolly

    


    /s/
      James E. Kelly                 4/11/07              

    James
      E.
      Kelly               Date