Letter Agreement dated April 13, 2007 by and among Prestige Brands Holdings,
      Inc., Prestige Brands, Inc. and Michael A. Fink


    January
      18, 2007

    CONFIDENTIAL

    Mr.
      Michael Fink

    68
      E.
      Sherbrooke Parkway

    Livingston
      NJ 07039

    


    Dear
      Mr.
      Fink:

    


    The
      purpose of this letter is to confirm the terms of an offer to you that has
      been
      authorized by the Boards of Directors of Prestige Brands Holdings, Inc., and
      Prestige Brands, Inc. (collectively, “Prestige” or “Company”). After you have
      read this offer, the Board suggests that you obtain counsel to review the terms
      of this offer and then discuss the matter with your spouse prior to formally
      responding. It is the intention of the Company that this offer be irrevocable
      for a period of three months, or until April 17, 2007. If you should decide
      to
      accept the following offer, upon your signature and pursuant to the terms set
      forth below, this offer shall become a binding Agreement between you and the
      Company (hereinafter, the “Agreement”).

    


    This
      offer is in recognition of the unique and valuable contribution made by you
      to
      the public company that Prestige has become and your willingness to cooperate
      in
      transitioning your responsibilities to your successor.

    


    As
      you
      know, to date, your employment with Prestige has been governed by an Amended
      and
      Restated Senior Management Agreement (“SMA”) dated February 4, 2005. From time
      to time, you may be referred to as “you” or “Employee” in the following
      offer.

    


    The
      components of the offer, which will become the Agreement in the event that
      you
      accept it, are as follows:

    


    
      	1.  	
              Incorporation
                by Reference.
                Except as modified by the terms of this Agreement, Sections 1, 2,
                3, 5, 6,
                7(b), 8, 9, 10, 11, and 12 (but not Section
                12(g)
                thereof, concerning choice of law) of the Amended and Restated Senior
                Management Agreement between and among Prestige International Holdings,
                LLC; Prestige Brands Holdings, Inc.; Prestige Brands, Inc.; and Michael
                A.
                Fink, dated February 4, 2005 (the “SMA”), as they may heretofore from time
                to time have been amended by the Board of Directors of the Company
                and the
                Compensation Committee thereof, are reaffirmed and are incorporated
                herein
                by reference.

            


    

    


    
      	2.  	
               Work
                at Home.
                Effective on a date to be chosen by the Company, but in any event
                prior to
                June 30, 2007, you will resign as an officer of Prestige by means
                of a
                written instrument that is substantially similar to the model letter
                of
                resignation that is annexed hereto as Exhibit A. Once you accept
                this
                offer and execute this Agreement, the Company will thereafter set
                your
                resignation date (the “Resignation Date”) which will be prior to June 30,
                2007. Prior to the Resignation Date your efforts will be primarily
                in
                

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	the area of transitioning your responsibilities to your replacement.
              For a period of 1 year following your resignation date you will become
              a
              “Work At Home” employee with no specific daily responsibilities that would
              require your presence at Prestige’s offices for a period of one year.
              During this “Work At Home” period, you will be called upon from time to
              time to provide advice, information or guidance to Prestige, but only
              with
              ample advance notice and response time built in. You may be invited
              to
              come to the Prestige offices, from time to time, at the Company’s
              initiation. Notwithstanding the foregoing, you will be under no obligation
              to travel or provide services according to a predetermined schedule.
              All
              company property, including but not limited to your blackberry, your
              mobile phone, company files and other property will be returned to
              the
              Company prior to the “Work At Home” period. Notwithstanding the foregoing,
              you will have the option of purchasing your laptop at its net book
              value
              at the commencement of your “Work At Home” period.



    

    
      	 	 


    

    
      	3.  	
              Salary
                Continuation.
                After your resignation as an officer of the Company your current
                salary
                and benefits, including bonus eligibility, will continue. During
                the year
                beginning on April 1, 2007 and continuing through the Work at Home
                period,
                your annual salary rate shall be $211,000 and shall be paid twice
                monthly,
                consistent with the Company’s normal payroll practices. During the “Work
                At Home” period, your health, dental, death and disability insurance
                benefits shall continue; but your 401(k), vacation and cafeteria
                plans
                will not continue. Your salary shall be paid notwithstanding any
                consulting or other non-company employment you may choose to undertake,
                so
                long as you are not in breach of the terms set forth in this offer.
                Notwithstanding the foregoing, to the extent that the salary payments
                required by this Section
                3
                may be deemed part of a nonqualified deferred compensation plan described
                in Section 409A of the Internal Revenue Code (the “Code”), see
                26
                U.S.C. § 409A (2006), those payments may be deferred as may be required to
                avoid adverse tax consequences to the Employee; if any such deferral
                is
                made, however, the payment of all accrued unpaid salary shall be
                made in
                one lump sum not more than two weeks after the earliest date permitted
                for
                that purpose by Section 409A(a)(2)(B)(i) of the Code; and all further
                payments shall be made bi-weekly, consistent with the Company’s normal
                payroll practices.

            


    

    


    
      	4.  	
              Continued
                Vesting of Carried Shares.
                For the balance of the fiscal year ending March 31, 2007, during
                the
                fiscal year beginning April 1, 2007 and during the “Work At Home” period,
                the Carried Shares (as defined in the SMA) held by you will continue
                to
                vest pursuant to the time schedule set forth in Section 2 of the
                SMA.
                Provided that you are not in breach of this Agreement on the last
                day of
                the “Work At Home” period, any remaining Unvested Carried Shares shall be
                repurchased by the Company on the last day of said period pursuant
                to
                Section 3 of the SMA. Your sale of any


            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	Vested
              Carried or Co-invest shares will continue to be subject to the terms
              and
              conditions set forth in Sections 5 and 6 of the
              SMA.


    

    
      	 	 


    

    
      	5.  	
              Bonus
                Eligibility.
                During the fiscal year ending on March 31, 2007, you will be eligible
                for
                an annual bonus, as determined by the Compensation Committee and
                the Board
                of Directors and also subject to the performance of the Company against
                the established bonus objectives. You will not
                be
                eligible to receive a bonus for the fiscal year beginning on April
                1,
                2007. Notwithstanding the foregoing, on or about May 1, 2008, you
                will
                receive a payment equivalent to the greater of (i) the bonus paid
                to you
                for the fiscal year ending on March 31, 2007 (if any), or (ii) a
                target
                bonus of 45% of your entire day-to-day salary set forth in Section
                3
                of
                this Agreement. 

            


    

    


    
      	6.  	
              Vacation.
                Any accrued but unused vacation time for calendar years 2006 and
                2007 will
                be paid to you, subject to applicable withholdings, promptly after
                beginning your “Work At Home” period. You will not accrue vacation during
                your “Work At Home” period.

            


    

    


    
      	7.  	
              Accelerated
                Vesting.
                Effective immediately and throughout the term of this Agreement,
                if there
                should be a Sale of the Company (defined at Section 10 of the SMA)
                or if
                you should you die or become disabled, all of your Carried Shares
                shall
                become fully vested immediately upon the closing of the Sale of the
                Company or upon your death or the commencement of your
                disability.

            


    

    


    
      	8.  	
              Non-Disparagement.
                Effective immediately, and throughout the term of this Agreement,
                you
                agree not to disparage, criticize, defame, or make critical comment
                regarding Prestige or any of the directors, officers, or employees
                of
                Prestige in any writing, statement, or other written or oral
                communication. During the same period of time, the Company and its
                directors, officers and employees agree not to disparage, criticize,
                defame or make critical comment regarding you in any writing, statement,
                or other written or oral communication.


            


    

    


    
      	9.  	
              Confidentiality.
                You agree to maintain confidentiality of all non-public, trade secret
                or
                commercially sensitive information that has been revealed to you
                during
                the course of your employment, whether such information was first
                obtained
                during your “Work At Home” period or at any time prior thereto. You agree
                that you will not disclose to any third parties, directly or indirectly
                (except to the extent required by law, or if requested by the Company),
                any such confidential or proprietary information (a) which has not
                been
                disclosed publicly by the Company, (b) which is otherwise not a matter
                of
                public knowledge or your personal knowledge from sources unrelated
                to the
                Company, or (c) which is a matter of public knowledge but you know
                that
                such information became a matter of public


            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	knowledge through an unauthorized disclosure. You further agree
              to
              treat this Agreement as confidential and will disclose its terms to
              no one
              other than your family members and your personal legal and financial
              advisors, with the understanding that such disclosures will be treated
              as
              confidential. Notwithstanding the foregoing, you will be permitted
              to
              disclose that this Agreement imposes upon you the duties set forth
              in
              Sections 8, 9 and 14 hereof.


    

    
      	 	 


    

    
      	10.  	
              Agreed
                Communication.
                You and Prestige mutually agree and consent to the text of the
                communication attached hereto as Exhibit A, which may not and shall
                not be
                used for any purposes prior to the date upon which Employee resigns
                as an
                officer of the Company.

            


    

    


    
      	11.  	
              Termination
                of Employment.
                One year from your Resignation Date, your employment with Prestige
                shall
                cease altogether. As of that date, you will be afforded all customary
                and
                usual termination benefits, including but not limited to the option
                to
                purchase COBRA health insurance. In the event that any compensation
                to be
                paid to Employee pursuant to the terms of Section
                3
                above is deemed to be a part of a nonqualified deferred compensation
                plan
                under Section 409A of the Code, and if such treatment for tax purposes
                causes Employee to become ineligible for COBRA benefits for anything
                less
                than the full term of such benefits to which he would otherwise be
                entitled, then the Company shall continue to provide full health
                benefits
                to Employee, at the Company’s sole expense, for eighteen
                months.

            


    

    


    
      	12.  	
              Release
                of Claims.
                As
                a condition precedent to this Agreement, you agree to execute a release
                in
                the form of Exhibit C hereto. You further acknowledge by your initials
                appearing at the end of this Section
                12
                that Prestige has encouraged you to obtain counsel and to review
                this
                Agreement prior to execution. MF 

            


    

    


    
      	13.  	
              Restriction
                on Sale of Restricted Stock.
                You acknowledge that you have been advised of the possibility that
                the
                Company will participate in a registered offering of the Company’s common
                stock (the “Offering”). In the event that such a registered offering is
                consummated, and as a condition of this Agreement, you agree that
                you will
                limit your participation in said offering to not more than the lesser
                of
                (a) the sum of the number of Vested Shares and Co-Invest Common Shares
                that you own on the date that such offering is consummated, or (b)
                twenty-five percent (25%) of the total number of Common Shares that
                you
                own on the date that such offering in consummated. Notwithstanding
                anything to the contrary herein or in the SMA, including Section
                5(b)
                thereof, you will retain the right to Transfer, at any future date,
                the
                difference between the number of shares (i) that, but for the limitations
                set forth in the immediately preceding sentence, you would otherwise
                be
                entitled to sell 

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	and (ii) the amount that you actually do sell, provided that
              you may Transfer up to that entire difference in a single transaction
              or a
              series of transactions, occurring either on a single date or on several
              dates, at your sole election. Otherwise, the sale restrictions imposed
              by
              the SMA will remain in full force and effect. You also agree to cooperate
              in this or other similar Company activities, as requested, to the extent
              that it is reasonably possible to do so.


    

    
      	 	 


    

    
      	14.  	
              Non-Compete.
                So
                long as the Company is not in breach of its obligations under this
                Agreement and the release that is annexed hereto as Exhibit C, during
                the
                two-year period beginning on your Resignation Date, you agree not
                to
                compete with the Company in the areas of: (a) OTC cryogenic wart
                treatment
                products, (b) Devices for treatment or management of bruxism, (c)
                Liquid
                OTC sore throat treatment products and lozenges, (d) Inter-proximal
                devices, (e) Copper scrubbers, (f) powdered cleansers and (g) pediatric
                OTC medicinal products, except with the express written consent of
                the
                Company (which consent shall not be unreasonably withheld).
                

            


    

    


    
      	15.  	
              Lawful
                Process.
                Nothing set forth herein shall preclude you from responding to any
                subpoena or other lawful process or order, nor shall anything herein
                preclude you from discussing the terms of this Agreement or the release
                that is annexed hereto as Exhibit C with your spouse, your attorney,
                your
                tax advisor, or your accountant. You may also disclose the terms
                of this
                Agreement as necessary to enforce your rights under this
                Agreement.

            


    

    


    
      	16.  	
              Death.
                In
                the event of your death or disability, all amounts payable to you
                hereunder shall be paid to your estate or, if you are still living,
                to
                you, as though you had fully performed all of your obligations hereunder
                through July 1, 2008. 

            


    

    


    
      	17.  	
              Indemnity.
                The Company agrees to indemnify, defend and hold you harmless against
                any
                judgments, expenses, costs, attorneys’ fees, fines, or other amounts that
                you may incur for liabilities that arise out of any proceedings,
                class
                action suits, lawsuits, mediations, arbitrations, depositions, or
                litigation of any kind or nature whatsoever, now pending or that
                may later
                be brought or threatened against you by reason of the fact that you
                were
                an employee of the Company, in accordance with the Company’s
                indemnification provisions existing on the date of execution of this
                Agreement. These rights are in addition to any other rights that
                you may
                have under the Company’s bylaws, the laws of the State of New York, the
                Delaware General Corporation Law, and any other applicable laws or
                regulations.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	18.  	
              No
                Future Long Term Incentive Awards.
                In consideration of the benefits conferred herein, you acknowledge
                that
                you will receive no additional Long Term Incentive Awards, either
                in
                calendar year 2007 or 2008, or at any time subsequent
                thereto.

            


    

    


    
      	19.  	
               Attorney’s
                Fees.
                The Company will reimburse any reasonable attorney’s fees incurred by you
                in connection with the review and negotiation of this document in
                an
                amount not to exceed $2,500. 

            


    

    


    
      	20.  	
              Amendment
                and Waiver. Nothing in this Agreement abrogates or otherwise amends
                Section
                12(k)
                of
                the SMA.

            


    

     

    If
      the
      terms of this offer are acceptable to you, please supply the appropriate date
      and then execute this offer in the presence of a witness, who must also sign
      this offer. Then return two copies of the signed offer to us so that it may
      be
      countersigned by Peter C. Mann. Upon Mr. Mann’s signature, this offer will
      become the Agreement retroactive to the date on which you executed it.


    


    Agreed
      to
      and accepted this 17th
      day of
      January, 2007.

    


    


    /s/
      Michael A. Fink                                                 /s/
      Peter
      C. Mann        

    Michael
      A. Fink                                    By:  Peter
      C.
      Mann

                           Chief
      Executive Officer of
      the Company

    


    


    /s/
      Charles N. Jolly             

    Witness