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As Filed with the Securities and Exchange Commission on August 19, 2004.

Registration No. 333-117152

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PRESTIGE BRANDS, INC.*
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
2834
(Primary Standard Industrial
Classification Number)
80-0091750
(I.R.S. Employer
Identification No.)

90 North Broadway
Irvington, New York 10533
Telephone: (914) 524-6810
(Address, including zip code, and telephone number, including area code, of registrants' principal executive offices)

Peter C. Mann
President and Chief Executive Officer
90 North Broadway
Irvington, New York 10533
Telephone: (914) 524-6810
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
   
Dennis M. Myers, P.C.
Kirkland & Ellis LLP
200 E. Randolph Drive
Chicago, Illinois 60601
Telephone: (312) 861-2000

*    The Co-Registrants listed on the next page are also included in this Form S-4 Registration Statement as additional Registrants.

Approximate date of commencement of proposed sale of the securities to the public:The exchange will occur as soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Exact Name of Additional Registrants*	Primary Standard Industrial Classification Number	Jurisdiction of Formation	I.R.S. Employer Identification No.
Prestige Brands International, LLC	2834	Delaware	20-0941337
Prestige Household Holdings, Inc.	2834	Delaware	20-0815251
Prestige Household Brands, Inc.	2834	Delaware	20-0815219
The Comet Products Corporation	2834	Delaware	20-0940808
The Spic and Span Company	2834	Delaware	06-1605546
Prestige Products Holdings, Inc.	2834	Delaware	80-0091750
Prestige Acquisition Holdings, LLC	2834	Delaware	20-0940783
Bonita Bay Holdings, Inc.	2834	Virginia	01-0619813
Prestige Brands Holdings, Inc.	2834	Virginia	65-1026844
Prestige Brands International, Inc.	2834	Virginia	59-3606733
Prestige Brands Financial Corporation	2834	Delaware	04-3728980
Medtech Holdings, Inc.	2834	Delaware	94-3335024
Medtech Products Inc.	2834	Delaware	83-0318374
Pecos Pharmaceutical, Inc.	2834	California	33-0124594
The Cutex Company	2834	Delaware	74-2899000
Prestige Personal Care Holdings, Inc.	2834	Delaware	80-0091757
Prestige Personal Care, Inc.	2834	Delaware	80-0091755
The Denorex Company	2834	Delaware	75-2993424

*

The address for each of the Additional Registrants is c/o Prestige Brands, Inc., 90 North Broadway, Irvington, New York 10533, telephone: (914) 524-6810. The name, address, including zip code of the agent for service for each Additional Registrant is Peter C. Mann, President and Chief Executive Officer of Prestige Brands, Inc., 90 North Broadway, Irvington, New York 10533, telephone: (914) 524-6810.

PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20: Indemnification of Directors and Officers.

        Delaware General Corporation Law

        Section 145(a) of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful.

        Section 145(b) of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

        Section 145(c) of the Delaware General Corporation Law provides that to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 145(a) and (b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

        Section 145(d) of the Delaware General Corporation Law provides that any indemnification under Section 145(a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 145(a) and (b). Such determination shall be made (1) by a majority vote of the directors who were not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders.

        Section 145(e) of the Delaware General Corporation Law provides that expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not

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entitled to be indemnified by the corporation as authorized in Section 145. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

        Section 145(f) of the Delaware General Corporation Law provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

        Section 145(g) of the Delaware General Corporation Law provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's capacity as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.

        Delaware Registrants' Certificates of Incorporation

        The certificates of incorporation of the Delaware registrants include a provision that eliminates the personal liability of directors for monetary damages for actions taken as a director, except for liability for breach of duty of loyalty; for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law; under Section 174 of the Delaware General Corporation Law (unlawful dividends and stock repurchases); or for transactions from which the director derived improper personal benefit.

        The certificates of incorporation of the Delaware registrants provide that these registrants must indemnify their directors and officers to the fullest extent authorized by the Delaware General Corporation Law and must also pay expenses incurred in defending any such proceeding in advance of its final disposition upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified under this section or otherwise.

        The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our certificate of incorporation, our by laws, agreement, vote of stockholders or disinterested directors or otherwise.

        The registrants maintain insurance to protect themselves and their respective directors and officers against any such expense, liability or loss, whether or not it would have the power to indemnify them against such expense, liability or loss under applicable law.

        The other registrants are organized in Virginia and California. Indemnification of such registrants' directors and officers provided by applicable law, by the registrants organizational documents, by contract or otherwise are substantially similar to that afforded by the directors and officers of the Delaware registrants.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)

The attached Exhibit Index is incorporated herein by reference.



(b)

No financial statement schedules are required to be filed herewith pursuant to this Item.

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ITEM 22. UNDERTAKINGS.

(a)

The undersigned hereby undertake:



(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:



(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;



(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;



(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.



(b)

The undersigned hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.



(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its

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counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d)

The undersigned hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the date of the registration statement through the date of responding to the request.



(e)

The undersigned hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Prestige Brands, Inc., a Delaware corporation, has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvington, State of New York, on the 19th day of August, 2004.

PRESTIGE BRANDS, INC.
By:	/s/  PETER C. MANN Peter C. Mann Director and President

        Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the 19th day of August, 2004.

Signature	Title
/s/  PETER C. MANN Peter C. Mann	Director and President (Principal Executive Officer)
* Peter J. Anderson	Director, Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)

*By:
/s/  PETER C. MANN Peter C. Mann
ATTORNEY-IN-FACT

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Prestige Brands International, LLC, a Delaware limited liability company, has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvington, State of New York, on the 19th day of August, 2004.

PRESTIGE BRANDS INTERNATIONAL, LLC
By:	/s/  PETER C. MANN Peter C. Mann Manager, President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the 19th day of August, 2004.

Signature	Title
/s/  PETER C. MANN Peter C. Mann	Manager, President and Chief Executive Officer (PrincipalExecutive Officer)
* Peter J. Anderson	Manager, Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer)
* David A. Donnini	Manager
* Vincent J. Hemmer	Manager

*By:
/s/  PETER C. MANN Peter C. Mann
ATTORNEY-IN-FACT

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Prestige Household Holdings, Inc., a Delaware corporation, has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvington, State of New York, on the 19th day of August, 2004.

PRESTIGE HOUSEHOLD HOLDINGS, INC.
By:	/s/  PETER C. MANN Peter C. Mann Director and President

        Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the 19th day of August, 2004.

Signature	Title
/s/  PETER C. MANN Peter C. Mann	Director and President (Principal Executive Officer)
* Peter J. Anderson	Director, Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)

*By:
/s/  PETER C. MANN Peter C. Mann
ATTORNEY-IN-FACT

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Prestige Household Brands, Inc., a Delaware corporation, has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvington, State of New York, on the 19th day of August, 2004.

PRESTIGE HOUSEHOLD BRANDS, INC.
By:	/s/  PETER C. MANN Peter C. Mann Director and President

        Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the 19th day of August, 2004.

Signature	Title
/s/  PETER C. MANN Peter C. Mann	Director and President (Principal Executive Officer)
* Peter J. Anderson	Director, Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)

*By:
/s/  PETER C. MANN Peter C. Mann
ATTORNEY-IN-FACT

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, The Comet Products Corporation, a Delaware corporation, has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvington, State of New York, on the 19th day of August, 2004.

THE COMET PRODUCTS CORPORATION
By:	/s/  PETER C. MANN Peter C. Mann Director and President

        Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the 19th day of August, 2004.

Signature	Title
/s/  PETER C. MANN Peter C. Mann	Director and President (Principal Executive Officer)
* Peter J. Anderson	Director, Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)

*By:
/s/  PETER C. MANN Peter C. Mann
ATTORNEY-IN-FACT

II-9

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, The Spic and Span Company, a Delaware corporation, has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvington, State of New York, on the 19th day of August, 2004.

THE SPIC AND SPAN COMPANY
By:	/s/  PETER C. MANN Peter C. Mann Director and President

        Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the 19th day of August, 2004.

Signature	Title
/s/  PETER C. MANN Peter C. Mann	Director and President (Principal Executive Officer)
* Peter J. Anderson	Director, Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)

*By:
/s/  PETER C. MANN Peter C. Mann
ATTORNEY-IN-FACT

II-10

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Prestige Products Holdings, Inc., a Delaware corporation, has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvington, State of New York, on the 19th day of August, 2004.

PRESTIGE PRODUCTS HOLDINGS, INC.
By:	/s/  PETER C. MANN Peter C. Mann Director and President

        Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the 19th day of August, 2004.

Signature	Title
/s/  PETER C. MANN Peter C. Mann	Director and President (Principal Executive Officer)
* Peter J. Anderson	Director, Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)

*By:
/s/  PETER C. MANN Peter C. Mann
ATTORNEY-IN-FACT

II-11

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Prestige Acquisition Holdings, LLC, a Delaware limited liability company, has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvington, State of New York, on the 19th day of August, 2004.

PRESTIGE ACQUISITION HOLDINGS, LLC
By:	/s/  PETER C. MANN Peter C. Mann Director and President

        Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the 19th day of August, 2004.

Signature	Title
/s/  PETER C. MANN Peter C. Mann	Manager and President (Principal Executive Officer)
* Peter J. Anderson	Manager, Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)

*By:
/s/  PETER C. MANN Peter C. Mann
ATTORNEY-IN-FACT

II-12

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Bonita Bay Holdings, Inc., a Virginia corporation, has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvington, State of New York, on the 19th day of August, 2004.

BONITA BAY HOLDINGS, INC.
By:	/s/  PETER C. MANN Peter C. Mann Director and President

        Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the 19th day of August, 2004.

Signature	Title
/s/  PETER C. MANN Peter C. Mann	Director and President (Principal Executive Officer)
* Peter J. Anderson	Director, Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)

*By:
/s/  PETER C. MANN Peter C. Mann
ATTORNEY-IN-FACT

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Prestige Brands Holdings, Inc., a Virginia corporation, has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvington, State of New York, on the 19th day of August, 2004.

PRESTIGE BRANDS HOLDINGS, INC.
By:	/s/  PETER C. MANN Peter C. Mann Director and President

        Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the 19th day of August, 2004.

Signature	Title
/s/  PETER C. MANN Peter C. Mann	Director and President (Principal Executive Officer)
* Peter J. Anderson	Director, Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)

*By:
/s/  PETER C. MANN Peter C. Mann
ATTORNEY-IN-FACT

II-14

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Prestige Brands International, Inc., a Virginia corporation, has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvington, State of New York, on the 19th day of August, 2004.

PRESTIGE BRANDS INTERNATIONAL, INC.
By:	/s/  PETER C. MANN Peter C. Mann Director and President

        Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the 19th day of August, 2004.

Signature	Title
/s/  PETER C. MANN Peter C. Mann	Director and President (Principal Executive Officer)
* Peter J. Anderson	Director, Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)

*By:
/s/  PETER C. MANN Peter C. Mann
ATTORNEY-IN-FACT

II-15

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Prestige Brands Financial Corporation, a Delaware corporation, has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvington, State of New York, on the 19th day of August, 2004.

PRESTIGE BRANDS FINANCIAL CORPORATION
By:	/s/  PETER C. MANN Peter C. Mann Director and President

        Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the 19th day of August, 2004.

Signature	Title
/s/  PETER C. MANN Peter C. Mann	Director and President (Principal Executive Officer)
* Peter J. Anderson	Director, Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)

*By:
/s/  PETER C. MANN Peter C. Mann
ATTORNEY-IN-FACT

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Medtech Holdings, Inc., a Delaware corporation, has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvington, State of New York, on the 19th day of August, 2004.

MEDTECH HOLDINGS, INC.
By:	/s/  PETER C. MANN Peter C. Mann Director and President

        Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the 19th day of August, 2004.

Signature	Title
/s/  PETER C. MANN Peter C. Mann	Director and President (Principal Executive Officer)
* Peter J. Anderson	Director, Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)

*By:
/s/  PETER C. MANN Peter C. Mann
ATTORNEY-IN-FACT

II-17

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Medtech Products Inc., a Delaware corporation, has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvington, State of New York, on the 19th day of August, 2004.

MEDTECH PRODUCTS INC.
By:	/s/  PETER C. MANN Peter C. Mann Director and President

        Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the 19th day of August, 2004.

Signature	Title
/s/  PETER C. MANN Peter C. Mann	Director and President (Principal Executive Officer)
* Peter J. Anderson	Director, Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)

*By:
/s/  PETER C. MANN Peter C. Mann
ATTORNEY-IN-FACT

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Pecos Pharmaceutical, Inc., a California corporation, has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvington, State of New York, on the 19th day of August, 2004.

PECOS PHARMACEUTICAL, INC.
By:	/s/  PETER C. MANN Peter C. Mann Director and President

        Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the 19th day of August, 2004.

Signature	Title
/s/  PETER C. MANN Peter C. Mann	Director and President (Principal Executive Officer)
* Peter J. Anderson	Director, Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)

*By:
/s/  PETER C. MANN Peter C. Mann
ATTORNEY-IN-FACT

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, The Cutex Company, a Delaware corporation, has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvington, State of New York, on the 19th day of August, 2004.

THE CUTEX COMPANY
By:	/s/  PETER C. MANN Peter C. Mann Director and President

        Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the 19th day of August, 2004.

Signature	Title
/s/  PETER C. MANN Peter C. Mann	Director and President (Principal Executive Officer)
* Peter J. Anderson	Director, Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)

*By:
/s/  PETER C. MANN Peter C. Mann
ATTORNEY-IN-FACT

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Prestige Personal Care Holdings, Inc., a Delaware corporation, has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvington, State of New York, on the 19th day of August, 2004.

PRESTIGE PERSONAL CARE HOLDINGS, INC.
By:	/s/  PETER C. MANN Peter C. Mann Director and President

        Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the 19th day of August, 2004.

Signature	Title
/s/  PETER C. MANN Peter C. Mann	Director and President (Principal Executive Officer)
* Peter J. Anderson	Director, Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)

*By:
/s/  PETER C. MANN Peter C. Mann
ATTORNEY-IN-FACT

II-21

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Prestige Personal Care, Inc., a Delaware corporation, has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvington, State of New York, on the 19th day of August, 2004.

PRESTIGE PERSONAL CARE, INC.
By:	/s/  PETER C. MANN Peter C. Mann Director and President

        Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the 19th day of August, 2004.

Signature	Title
/s/  PETER C. MANN Peter C. Mann	Director and President (Principal Executive Officer)
* Peter J. Anderson	Director, Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)

*By:
/s/  PETER C. MANN Peter C. Mann
ATTORNEY-IN-FACT

II-22

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, The Denorex Company, a Delaware corporation, has duly caused this Pre-Effective Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvington, State of New York, on the 19th day of August, 2004.

THE DENOREX COMPANY
By:	/s/  PETER C. MANN Peter C. Mann Director and President

        Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the 19th day of August, 2004.

Signature	Title
/s/  PETER C. MANN Peter C. Mann	Director and President (Principal Executive Officer)
* Peter J. Anderson	Director, Vice President, Secretary and Treasurer (PrincipalFinancial and Accounting Officer)

*By:
/s/  PETER C. MANN Peter C. Mann
ATTORNEY-IN-FACT

II-23

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
1.1	Purchase Agreement, dated March 30, 2004, among Prestige Brands, Inc., each Guarantor thereto and Citicorp North America, Inc. as Representative of the Initial Purchasers.*
3.1	Certificate of Incorporation of Prestige Brands, Inc.*
3.2	Bylaws of Prestige Brands, Inc.*
3.3	Certificate of Formation of Prestige Brands International, LLC.*
3.4	Limited Liability Company Agreement of Prestige Brands International, LLC.*
3.5	Certificate of Incorporation of Prestige Household Holdings, Inc.*
3.6	Bylaws of Prestige Household Holdings, Inc.*
3.7	Certificate of Incorporation of Prestige Household Brands, Inc.*
3.8	Bylaws of Prestige Household Brands, Inc.*
3.9	Certificate of Incorporation of The Comet Products Corporation.*
3.10	Bylaws of The Comet Products Corporation.*
3.11	Certificate of Incorporation of The Spic and Span Company.*
3.12	Bylaws of The Spic and Span Company.*
3.13	Certificate of Incorporation of Prestige Products Holdings, Inc.*
3.14	Bylaws of Prestige Products Holdings, Inc.*
3.15	Certificate of Formation of Prestige Acquisition Holdings, LLC.*
3.16	Limited Liability Company Agreement of Prestige Acquisition Holdings, LLC.*
3.17	Articles of Incorporation of Bonita Bay Holdings, Inc.*
3.18	Bylaws of Bonita Bay Holdings, Inc.*
3.19	Articles of Incorporation of Prestige Brands Holdings, Inc.*
3.20	Bylaws of Prestige Brands Holdings, Inc.*
3.21	Articles of Incorporation of Prestige Brands International, Inc.*
3.22	Bylaws of Prestige Brands International, Inc.*
3.23	Certificate of Incorporation of Prestige Brands Financial Corporation.*
3.24	Bylaws of Prestige Brands Financial Corporation.*
3.25	Certificate of Incorporation of Medtech Holdings, Inc.*
3.26	Bylaws of Medtech Holdings, Inc. (f/k/a Pecos Acquisition Company).*
3.27	Certificate of Incorporation of Medtech Products Inc.*
3.28	Bylaws of Medtech Products Inc.*
3.29	Articles of Incorporation of Pecos Pharmaceutical, Inc.*
3.30	Bylaws of Pecos Pharmaceutical, Inc. (f/k/a Stuart Millheiser Incorporated).*

II-24

3.31	Certificate of Incorporation of The Cutex Company.*
3.32	Bylaws of The Cutex Company.*
3.33	Certificate of Incorporation of Prestige Personal Care Holdings, Inc.*
3.34	Bylaws of Prestige Personal Care Holdings, Inc.*
3.35	Certificate of Incorporation of Prestige Personal Care, Inc.*
3.36	Bylaws of Prestige Personal Care, Inc.*
3.37	Certificate of Incorporation of The Denorex Company.*
3.38	Bylaws of The Denorex Company.*
4.1	Indenture, dated April 6, 2004, among Prestige Brands, Inc., each Guarantor thereto and U.S. Bank National Association, as Trustee.*
4.2	Registration Rights Agreement, dated April 6, 2004, among Prestige Brands, Inc., each Guarantor thereto, Citigroup Global Markets Inc., Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.*
4.3	Form of Senior Subordinated Note (attached as an exhibit to Exhibit 4.1).*
5.1	Opinion of Kirkland & Ellis LLP.***
5.2	Opinion of Kelley Drye & Warren LLP.***
8.1	Opinion of Kirkland & Ellis LLP.***
10.1	Credit Agreement, dated April 6, 2004, among Prestige Brands, Inc., Prestige Brands International, LLC, the Lenders thereto, the Issuers thereto, Citicorp North America, Inc. as Administrative Agent and as Tranche C Agent, Bank of America, N.A. as Syndication Agent and Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as Documentation Agent.*
10.2	Pledge and Security Agreement, dated April 6, 2004, by Prestige Brands, Inc. and each of the Grantors party thereto, in favor of Citicorp North America, Inc. as Administrative Agent and Tranche C Agent.*
10.3	Intercreditor Agreement, dated April 6, 2004, between Citicorp North America, Inc. as Administrative Agent and as Tranche C Agent, Prestige Brands, Inc., Prestige Brands International, LLC and each of the Subsidiary Guarantors thereto.*
10.4	Third Amended and Restated Limited Liability Company Agreement of Prestige International Holdings, LLC, dated April 6, 2004.*
10.5	Unit Purchase Agreement, dated February 6, 2004, by and among Medtech/Denorex, LLC, GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P., GTCR Co-Invest II, L.P. and the TCW/Crescent Purchasers thereto.*
10.6	First Amendment, Acknowledgment and Supplement to Unit Purchase Agreement, dated April 6, 2004, to the Unit Purchase Agreement, dated February 6, 2004, by and among Medtech/Denorex, LLC, GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P., GTCR Co-Invest II, L.P. and the TCW/Crescent Purchasers thereto.*

II-25

10.7	Second Amendment, Acknowledgement and Supplement to Unit Purchase Agreement, dated April 6, 2004, to the Unit Purchase Agreement, dated February 6, 2004, by and among Medtech/Denorex, LLC, GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P., GTCR Co-Invest II, L.P. and the TCW/Crescent Purchasers thereto as amended by the First Amendment, Acknowledgement and Supplement to Unit Purchase Agreement, dated April 6, 2004.*
10.8	Securityholders Agreement, dated February 6, 2004, among Medtech/Denorex, LLC, GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P., GTCR Co-Invest II, L.P., GTCR Capital Partners, L.P., the TCW/Crescent Purchasers and the TCW/Crescent Lenders thereto, each Executive thereto and each of the Other Securityholders thereto.*
10.9	First Amendment and Acknowledgement to Securityholders Agreement, dated April 6, 2004, to the Securityholders Agreement, dated February 6, 2004, among Medtech/Denorex, LLC, GTCR Fund VIII, L.P., GTCR Fund VIII/B,  L.P., GTCR Co-Invest II, L.P., GTCR Capital Partners, L.P., the TCW/Crescent Purchasers and the TCW/Crescent Lenders thereto, each Executive thereto and each of the Other Securityholders thereto.*
10.10	Registration Rights Agreement, dated February 6, 2004, among Medtech/Denorex, LLC, GTCR Fund VIII, L.P., GTCR Fund VIII/B, L.P., GTCR Co-Invest II, L.P., GTCR Capital Partners, L.P., the TCW/Crescent Purchasers and the TCW/Crescent Lenders thereto, each Executive thereto and each of the Other Securityholders thereto.*
10.11	First Amendment and Acknowledgement to Registration Rights Agreement, dated April 6, 2004, to the Registration Rights Agreement, dated February 6, 2004, among Medtech/Denorex, LLC, GTCR Fund VIII, L.P., GTCR Fund VIII/B,  L.P., GTCR Co-Invest II, L.P., GTCR Capital Partners, L.P., the TCW/Crescent Purchasers and the TCW/Crescent Lenders thereto, each Executive thereto and each of the Other Securityholders thereto.*
10.12	Senior Preferred Investor Rights Agreement, dated March 5, 2004, among Medtech/Denorex, LLC, GTCR Fund VIII, L.P., TSG3 L.P., J. Gary Shansby, Charles H. Esserman, Michael L. Mauze, James L. O'Hara and each Subsequent Securityholder thereto.*
10.13	Amended and Restated Professional Services Agreement, dated April 6, 2004, by and between GTCR Golder Rauner II, L.L.C. and Prestige Brands, Inc.*
10.14	Amended and Restated Management Company Services Agreement, dated April 6, 2004, among Prestige Brands, Inc., Prestige Brands International, Inc., Medtech Products, Inc., The Spic and Span Company, The Comet Products Corporation and The Denorex Company.*
10.15	Senior Management Agreement, dated February 6, 2004, by and among Medtech/Denorex, LLC, Medtech/Denorex Management, Inc. and Peter C. Mann.*
10.16	First Amendment and Acknowledgement to Senior Management Agreement, dated March 5, 2004, to the Senior Management Agreement, dated February 6, 2004, by and among Medtech/Denorex, LLC, Medtech/Denorex Management, Inc. and Peter C. Mann.*

II-26

10.17	Second Amendment and Acknowledgement to Senior Management Agreement, dated April 6, 2004, to the Senior Management Agreement, dated February 6, 2004, by and among Medtech/Denorex, LLC, Medtech/Denorex Management, Inc. and Peter C. Mann and amended by the First Amendment and Acknowledgement to Senior Management Agreement, dated March 5, 2004.*
10.18	Senior Management Agreement, dated February 6, 2004, by and among Medtech/Denorex, LLC, Medtech/Denorex Management, Inc. and Peter J. Anderson.*
10.19	First Amendment and Acknowledgement to Senior Management Agreement, dated March 5, 2004, to the Senior Management Agreement, dated February 6, 2004, by and among Medtech/Denorex, LLC, Medtech/Denorex Management, Inc. and Peter J. Anderson.*
10.20	Second Amendment and Acknowledgement to Senior Management Agreement, dated April 6, 2004, to the Senior Management Agreement, dated February 6, 2004, by and among Medtech/Denorex, LLC, Medtech/Denorex Management, Inc. and Peter J. Anderson and amended by the First Amendment and Acknowledgement to Senior Management Agreement, dated March 5, 2004.*
10.21	Senior Management Agreement, dated February 6, 2004, by and among Medtech/Denorex, LLC, Medtech/Denorex Management, Inc. and Gerard F. Butler.*
10.22	First Amendment and Acknowledgement to Senior Management Agreement, dated March 5, 2004, to the Senior Management Agreement, dated February 6, 2004, by and among Medtech/Denorex, LLC, Medtech/Denorex Management, Inc. and Gerard F. Butler.*
10.23	Second Amendment and Acknowledgement to Senior Management Agreement, dated April 6, 2004, to the Senior Management Agreement, dated February 6, 2004, by and among Medtech/Denorex, LLC, Medtech/Denorex Management, Inc. and Gerard F. Butler and amended by the First Amendment and Acknowledgement to Senior Management Agreement, dated March 5, 2004.*
10.24	Senior Management Agreement, dated February 6, 2004, by and among Medtech/Denorex, LLC, Medtech/Denorex Management, Inc. and Michael A. Fink.*
10.25	First Amendment and Acknowledgement to Senior Management Agreement, dated March 5, 2004, to the Senior Management Agreement, dated February 6, 2004, by and among Medtech/Denorex, LLC, Medtech/Denorex Management, Inc. and Michael A. Fink.*
10.26	Second Amendment and Acknowledgement to Senior Management Agreement, dated April 6, 2004, to the Senior Management Agreement, dated February 6, 2004, by and among Medtech/Denorex, LLC, Medtech/Denorex Management, Inc. and Michael A. Fink and amended by the First Amendment and Acknowledgement to Senior Management Agreement, dated March 5, 2004.*
10.27	Distribution Agreement, dated April 24, 2003, by and between Medtech Holdings, Inc. and OraSure Technologies, Inc.*
10.28	License Agreement, dated June 2, 2003, between Zengen, Inc. and Prestige Brands International, Inc.*
10.29	Patent and Technology License Agreement, dated October 2, 2001, between The Procter & Gamble Company and Prestige Brands International, Inc.**

II-27

10.30	Amendment, dated April 30, 2003, to the Patent and Technology License Agreement, dated October 2, 2001, between The Procter & Gamble Company and Prestige Brands International, Inc.
10.31	Contract Manufacturing Agreement, dated February 1, 2001, among The Procter & Gamble Manufacturing Company, P&G International Operations SA, Prestige Brands International, Inc. and Prestige Brands International (Canada) Corp.*
10.32	Manufacturing Agreement, dated December 30, 2002, by and between Prestige Brands International, Inc. and Abbott Laboratories.*
10.33	Amendment No. 4 and Restatement of Contract Manufacturing Agreement, dated May 1, 2002, by and between The Procter & Gamble Company and Prestige Brands International, Inc.*
10.34	Letter Agreement, dated April 15, 2004, between Prestige Brands, Inc. and Carrafiello Diehl & Associates, Inc.*
12.1	Ratio of Earnings to Fixed Charges.*
21.1	Subsidiaries of the Registrant.*
23.1	Consent of PricewaterhouseCoopers LLP.*
23.2	Consent of Ernst & Young LLP.*
23.3	Consent of Kirkland & Ellis LLP (included in Exhibits 5.1 and 8.1).***
23.4	Consent of Kelley Drye & Warren LLP (included in Exhibit 5.2).***
24.1	Powers of Attorney (included on signature page).*
25.1	Form T-1 Statement of Eligibility under Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as Trustee.***

*

Previously filed.

**

Certain confidential portions have been omitted pursuant to a confidential treatment request which has been separately filed with the Securities and Exchange Commission.

***

To be filed by amendment.

II-28

QuickLinks

PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS
SIGNATURES
EXHIBIT INDEX

EX-10.29

                                                                   EXHIBIT 10.29

Portions of this Exhibit were omitted and filed separately with the Securities
and Exchange Commission pursuant to a request for confidential treatment. Such
portions are marked by a series of asterisks.

                                                                  PATENT LICENSE

                   PATENT AND TECHNOLOGY LICENSE AGREEMENT

This is a PATENT AND TECHNOLOGY LICENSE AGREEMENT (hereinafter referred to as
"License Agreement"), dated October 2, 2001, between The Procter & Gamble
Company, a corporation of the State of Ohio having a principal place of business
at One Procter & Gamble Plaza, Cincinnati, OH 45202, U.S.A. (hereinafter
together with its Affiliates known as "Licensor"), and Prestige Brands
International, Inc., a corporation of the State of Virginia having a principal
place of business at 26811 South Bay Drive, Suite 300, Bonita Springs, Florida
34134 (hereinafter together with its Affiliates known as "Licensee").

     WHEREAS, Licensor and Licensee have entered simultaneously into an Asset
Sale and Purchase Agreement, dated as of August 27, 2001 ("Sale Agreement"), as
"Seller" and "Buyer," respectively therein, pursuant to which Buyer purchased
the Acquired Assets (as defined in the Sale Agreement); and

     WHEREAS, in connection with the Sale Agreement, Licensor wishes to grant,
and Licensee wishes to accept, a license to manufacture certain household
cleaning products under certain Licensor Patents and Technology within the
Geography and in the Field of Use; and

     WHEREAS, in connection with the Sale Agreement, Licensor's Affiliate and
Licensee entered into a Transitional Services Agreement, and a Transitional
Supply Agreement ("TS Agreement") as "Supplier" and "Buyer", respectively
therein, pursuant to which, among other provisions, Supplier agreed to provide
Buyer with certain technical assistance;

     NOW, THEREFORE, as a condition of the sale and in consideration of the
mutual promises hereinafter set forth, and other good and valuable
consideration, the parties agree as follows:

                                  ARTICLE I
                                 DEFINITIONS

     1.01 GENERAL. Any capitalized term used but not defined herein will have
the meaning set forth in the Sale Agreement or the Transitional Services
Agreement or the TS Agreement, as the case may be.

     1.02 "FIELD OF USE" means cleaning products which are marketed or
positioned for use only in the household and which are sold in the Retail
Business.

     1.03 "LICENSED PATENT RIGHTS AND TECHNOLOGY" means the Licensor Patents and
Technology to be licensed under this Agreement.

     1.04 "LICENSOR PATENTS" means the patents set forth in Schedule A of this
License Agreement and any continuation, continuation-in-part, divisional,
reissue or reexamination applications or patent granted therefrom in the
Geography.



                                                                  PATENT LICENSE

     1.05 "TECHNOLOGY" means know-how and trade secrets relating to, but not
limited to, Current Formulations, manufacturing processes therefore, equivalents
thereof, and Perfume Technology.

     1.06 "PERFUME TECHNOLOGY" means the formulations for perfumes which are
used in Products.

     1.07 "TRANSITIONAL PERIOD" means the Transitional Period as defined in the
Transitional Supply Agreement attached as Exhibit 1.37 of the Sale Agreement.

     1.08 "GEOGRAPHY" means:

          (a)  during the Transitional Period and continuing until October 2,
               2006, only:

               (i)  world-wide, except for CEEMEA, for COMET(R) powder products
                    in the Retail Business;

               (ii) the United States of America and Canada for COMET(R) liquid
                    spray products in the Retail Business; and

               (iii) the United States of America and Canada for COMET(R) liquid
                    gel products in the Retail Business; and

          (b)  After the Transitional Period, all areas set forth in (a) and
               additionally:

               (i)  CEEMEA for COMET(R) powder products in the Retail Business;
                    and

               (ii) world-wide for COMET(R) powder products in the CPG Business.

     1.09 "PRODUCTS" means Current Formulations of COMET(R) powder cleanser,
COMET(R) bathroom liquid spray cleaner, and COMET(R) liquid gel bleach cleaner
products, which are sold, marketed, and/or distributed under the Trademarks.

     1.10 "CURRENT FORMULATIONS" means those product formulations which are
currently used in the Products and which are described on Schedule B of this
License Agreement.

                                   ARTICLE II
                                     LICENSE

     2.01 LICENSE GRANT. Licensor hereby grants Licensee, solely in the Field of
Use, an exclusive, transferable (except to the entities, companies and their
respective Affiliates, listed on Schedule 2.01 ***), fully paid-up license
without the right to sublicense (except to an Affiliate or a contract
manufacturer of the Products directly for Licensee), under the Licensed Patent
Rights and Technology to make, have made, use, sell, and off to sell the
Products and the packaging therefore in the Geography for the Term set forth in
Section 6.01 of this Agreement. Perfume Technology is licensed for use only in
the Products, in the Field of Use within the Geography, and only in connection
with the product forms in which they are sold as of the date of this Agreement.
The Perfume Technology is not licensed for use in Asia in the Products or for
any other use in Asia.

     2.02 IMPROVEMENTS AND MODIFICATIONS. No rights are granted under the
Licensed Patent Rights and Technology to any improvements of the Licensor or in
fields outside the Field


                                       2


                                                                  PATENT LICENSE

of Use. Notwithstanding any of the above, no rights are or shall be granted
under any patents of Licensor other than the Licensor Patents.

                                   ARTICLE III
                  PATENT MARKING/PATENT FEES/USE OF TRADE NAMES

     3.01 PATENT MARKING. Licensee covenants to mark all products sold or
distributed in the United States within the scope of the licenses granted under
this License Agreement with any and all patent markings pertaining to Licensor
Patents that may be applicable to Products. Licensee shall mark all COMET(R)
Bathroom Liquid Spray Cleaner products manufactured under this License Agreement
with the statement "Made under one or more of U.S. Patents: ***" as of the
Closing Date and until the expiration date of Licensor Patents, or until
Licensee ceases practicing the subject matter described in these patents.
Licensee shall mark all COMET(R) Liquid Gel Bleach Cleaner products manufactured
under this Licenses Agreement with the statement "Made under U.S. Patent ***."
as of the Closing Date and until the expiration date of Licensor Patents, or
until Licensee ceases practicing the subject matter described in this patent.

     3.02 PATENT FILING AND MAINTENANCE. Licensor shall have no obligation to
file any patent application, secure any patent, or maintain any patent in force.
The failure to do on Licensor's behalf shall not result in a refund of any
consideration paid under the Sale Agreement. In the event that Licensor decides
not to pay the maintenance fees in any country, or not to continue the
prosecution of any pending patent application relating to the Licensor Patents
in any country, Licensor will attempt in good faith to provide Licensee with
sufficient prior notice to allow Licensee to elect to continue the prosecution
or pay any applicable maintenance fees.

                                   ARTICLE IV
                     INFRINGEMENT, ENFORCEMENT, INVALIDITY -
                               LICENSOR PATENT(S)

     4.01 INFRINGEMENT, ENFORCEMENT. Licensee undertakes the obligation to
notify Licensor of infringement of Licensor Patents by third parties of which it
becomes aware. Licensor has the sole right to enforce Licensor Patents against
infringers. In no event will Licensor be obligated to exercise such right. In
the event Licensor elects to enforce Licensor Patents, Licensee will provide
reasonable cooperation to Licensor, at Licensor's expense, to assist Licensor in
the enforcement of Licensor Patents including without limitation providing
necessary witnesses, materials and documents. Licensee does not receive rights
to enforce the Licensed Patent Rights under this License Agreement.

     4.02 Licensor represents and warrants to Licensee that with respect to each
Licensor Patent in the Geography (a) Licensor is the owner of the Licensor
Patents required to grant the licenses granted herein, (b) to Licensor's
Knowledge (Knowledge being defined in the Sale Agreement), the Licensor Patents
are in good standing, (c) to Licensor's Knowledge, there are no current third
party claims in infringement in the Field of Use against Licensor based on any
Licensor Patents.

     4.03 DISCLAIMER. LICENSOR AND LICENSEE MAKE NO REPRESENTATIONS OR
WARRANTIES, WHETHER EXPRESS OR IMPLIED,


                                       3


                                                                  PATENT LICENSE

OTHER THAN THOSE SPECIFICALLY SET FORTH IN SECTION 4.01 AND 4.02 HERE ABOVE AND
IN THE SALE AGREEMENT.

     4.04 INVALIDITY OF LICENSOR PATENTS. In the event that any of Licensor
Patents is held by a court of competent jurisdiction to be invalid or
unenforceable, the license herein granted with respect to the invalidated
Licensor Patents will terminate. All other terms and conditions of this
Agreement will remain unchanged including, without limitation, the license
granted herein under any remaining Licensor Patents. Such a holding of
invalidity shall not result in a refund of any consideration paid under the Sale
Agreement.

                                    ARTICLE V
                                 CONFIDENTIALITY

     5.01 In addition to the Confidential Disclosure Agreement entered into
between Licensor and Licensee on July 12, 2001, Licensee will regard as
confidential and proprietary all of the information communicated to it by the
Licensor in connection with this License Agreement and all such information
communicated will at all times continue to be the property of the Licensor.
Except as permitted by this Agreement, Licensee will not, without the prior
written consent of the Licensor, at any time (a) use such information for any
purpose other than as specifically permitted by the terms of this License
Agreement; or (b) disclose any portion of such information to any third parties,
other than contractors of Licensee who have agreed to be bound by such
confidentiality obligations. Should this License Agreement be terminated
pursuant to Article VI hereof, Licensee will return to Licensor all such
information which is in written or tangible form (including all copies,
summaries, notes, and files).

     5.02 Notwithstanding the foregoing, the provisions of 5.01 hereof will not
apply to the knowledge, information, documents or materials which Licensee can
conclusively establish: (i) have entered the public domain without Licensee's
breach of any obligation owed to the Licensor; (ii) have been disclosed to the
Licensee on a non-confidential basis by a third party having a bona-fide right
to do so; (iii) are permitted to be disclosed by the prior written consent of
the Licensor; (iv) are disclosed by the Licensor to a third party without
restrictions on its disclosure; or (v) are independently developed by Licensee
without breach of this License Agreement.

                                   ARTICLE VI
                        TERM, EXPIRATION AND TERMINATION

     6.01 TERM AND EFFECTIVENESS OF AGREEMENT. Except as otherwise set forth in
this License Agreement, this License Agreement will become effective when
executed in conjunction with the Sale Agreement by both Parties and will endure
and remain in full force until lapse, termination or expiration of Licensor
Patents. Lapse or expiration of all of said Licensor patents shall occur at such
time as no Licensor patents remain legally enforceable as determined by a court
decision for which all appeals have been exhausted. For avoidance of doubt, it
is understood that the term of this License Agreement shall be perpetual subject
to the expiration and termination provisions expressly set forth herein.


                                       4


                                                                  PATENT LICENSE

     6.02 TERMINATION BY LICENSOR. This License Agreement and the licenses
herein granted may be terminated by Licensor upon 30 days written notice, if:
(a) Licensee materially breaches any term of this License Agreement and such
breach is not rectified within said 30 day period; or (b) Licensee attempts to
assign this License Agreement or the license herein granted in breach of this
License Agreement.

     6.03 EFFECT OF EXPIRATION OR TERMINATION OF LICENSE AGREEMENT. Upon
termination of this License Agreement under 5.02, Licensee shall have no further
rights to Licensor Patents, except Licensee may sell any products that it has in
production, packed or distributed prior to such expiration or termination. The
obligations of confidentiality set forth in Article V shall survive termination
of this License Agreement. In the event of termination, upon notification of
Licensor's request, Licensee will return to Licensor all written materials that
were provided to Licensee by Licensor in furtherance of this Agreement,
including copies, portions, compilations, and derivations thereof. Licensee
shall retain non-exclusive rights to use the Technology. The expiration,
termination or lapse of the License Agreement shall not result in the refund of
any consideration paid under this Sale Agreement.

                                   ARTICLE VII
                             ASSIGNMENT OF AGREEMENT

     7.01 Except as otherwise expressly provided herein, neither this License
Agreement nor any right granted hereunder may be assigned, extended or otherwise
transferred by Licensee, without Licensor's prior written consent (which shall
not be unreasonably withheld), nor shall this License Agreement or any rights
granted hereunder inure to the benefit of any trustee in bankruptcy, receiver or
other successor of Licensee whether by operation of law or otherwise, without
the written consent of Licensor and any assignment or transfer without such
consent and approval shall be null and void. Licensee may assign this License
Agreement in whole or part to one or more of its Affiliates. Notwithstanding the
foregoing, Licensee may assign this License Agreement without Licensor's consent
in the event of a sale disposition, merger or consolidation that involves
substantially all of the assets of the Retail Business or capital stock of
Licensee.

                                  ARTICLE VIII
                                     NOTICES

     8.01 ADDRESSES OF NOTICES. All correspondence relating to this Agreement
will be sent as follows:

          LICENSOR:      The Procter & Gamble Company
                         Acquisitions and Divestitures
                         One Procter & Gamble Plaza
                         Cincinnati, Ohio 45202
                         Attention: Stan Boric - Director
                         Fax: (513) 634-6108

          with copy to:  The Procter & Gamble Company
                         Legal Division
                         One Procter & Gamble Plaza


                                       5


                                                                  PATENT LICENSE

                         Cincinnati, Ohio 45202
                         Attention: Secretary
                         Fax: (513) 983-2611

          LICENSEE:      Prestige Brands International, Inc.
                         26811 South Bay Drive, Suite 300
                         Bonita Springs, Florida 34134
                         Attention: Theodore J. Host
                         Fax: (914) 948-8551

          with copy to:  Hunton & Williams
                         Riverfront Plaza, East Tower
                         951 East Byrd Street
                         Richmond, Virginia 23219
                         Attention: T. Justin Moore, III, Esq.
                         Fax: (804) 788-8218

     8.02 PROVIDING NOTICE. All notices required or permitted under this License
Agreement will be in writing and will be deemed to be properly given when
actually received by the Person entitled to receive the notice at the addresses
stated above, or at such other addresses as Licensor or Licensee may provide by
notice to the other.

                                   ARTICLE IX
                                     GENERAL

     9.01 WAIVER. Any waiver by either party of any rights arising under this
License Agreement, including but not limited to any waiver arising from any
breach by the other party, will not be construed as a waiver of other rights,
including but not limited to rights arising from any breach, of the same or
similar nature or other terms of this License Agreement. No waiver shall be
effective unless said waiver is provided in writing.

     9.02 ENTIRE AGREEMENT. The Transaction Documents constitute the entire
agreement among the Licensor and Licensee with respect to the subject matter
hereof. In the event of any inconsistency with respect to the subject matter of
this License Agreement and other of the Transaction Documents, the Sale
Agreement will prevail.

     9.03 SEVERABILITY. The illegality or partial illegality of any or all of
the License Agreement, or any provision thereof, will not affect the validity of
the remainder of such agreement, or any provision thereof, and the illegality or
partial illegality of the License Agreement or portion thereof in any
jurisdiction in which such determination of illegality or partial illegality has
not been made. In the event of invalidity or partial invalidity of this License
Agreement or a portion thereof, the parties agree to conduct good faith
negotiations directed toward mutually agreeable modifications which come as
close as legally acceptable to the original intent of the parties at the date of
Closing.

     9.04 APPLICABLE LAW. This License Agreement shall be construed and governed
in accordance with the laws of the State of Ohio.


                                       6


                                                                  PATENT LICENSE

IN WITNESS WHEREOF, each of the signatories hereto has caused this License
Agreement to be signed by their respective duly authorized officers as of the
date first written above.

THE PROCTER & GAMBLE COMPANY            PRESTIGE BRANDS INTERNATIONAL, INC.

BY: /s/ CLAYTON C. DALEY                BY: /s/ CYNTHIA B. SATTERWHITE
    --------------------                    --------------------------

NAME PRINTED: Clayton C. Daley          NAME PRINTED: Cynthia B. Satterwhite

TITLE: Chief Financial Officer &        TITLE: Vice President & Chief Financial
       Comptroller                             Officer



                                                                  PATENT LICENSE

                                   SCHEDULE A

                             PATENTS TO BE LICENSED

COMET(R) BATHROOM LIQUID SPRAY CLEANER

***

COMET(R) LIQUID GEL BLEACH CLEANER

***



                                                                  PATENT LICENSE

                                   SCHEDULE B

                              CURRENT FORMULATIONS

COMET(R) POWDER CLEANSER

Formula Card Nos. *** or equivalent thereof.

COMET(R) BATHROOM LIQUID SPRAY CLEANER

Formula Card No. *** or equivalent thereof.

COMET(R) Liquid Gel Bleach Cleaner

Formula Card No. *** or equivalent thereof.



                                                                  PATENT LICENSE

                                  SCHEDULE 2.01

***

EX-10.30

                                                                   EXHIBIT 10.30

                                                                  Execution Copy

                             AMENDMENT NO. 1 TO THE
                     PATENT AND TECHNOLOGY LICENSE AGREEMENT

     THIS AMENDMENT NO. 1 dated as of April 30, 2003 (this "Amendment") is to
the Patent and Technology License Agreement (the "Patent License Agreement")
dated October 2, 2001 by and between The Procter & Gamble Company, an Ohio
corporation ("Licensor"), and Prestige Brands International, Inc., a Virginia
corporation ("Licensee"). The Licensor and Licensee are sometimes collectively
referred to herein as "Parties" and individually as "Party."

                                    RECITALS

WHEREAS, Licensor and Licensee have entered into the Patent License Agreement;
and

WHEREAS, Licensor and Licensee each desire to amend certain terms relating to
the term of the Patent License Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Licensor and Licensee hereby agree as follows:

I.   DEFINITIONS. Terms defined in the Patent License Agreement and not
     otherwise defined herein are used herein as defined in the Patent License
     Agreement.

II.  AMENDMENT TO LICENSE AGREEMENT.

     2.1  DEFINITION OF GEOGRAPHY. Section 1.08 (Geography) of the Patent
     License Agreement is hereby amended by deleting the entire Section 1.08 and
     replacing it in its entirety with the following:

     1.08 "GEOGRAPHY" means:

          (a)  during the Transitional Period and continuing until October 2,
               2006, only:

               (i)  world-wide, except for CEEMEA, for COMET(R) powder products
                    in the Retail Business;

               (ii) the United States of America and Canada for COMET(R) liquid
                    spray products in the Retail Business; and

               (iii) the United States of America and Canada for COMET(R) liquid
                    gel products in the Retail Business; and

          (b)  on and after October 3, 2006 only, all areas set forth in (a) and
               additionally:

               (i)  CEEMA for COMET(R) powder products in the Retail Business;
                    and

          (c)  on and after May 1, 2010 only, all areas set forth in (a) and (b)
               and additionally:

               (i)  world-wide for COMET(R) powder products in the CPG Business.



     The remainder of Article 1 the Patent License Agreement is not amended and
     remains in full force and effect.

III. EFFECT OF AMENDMENTS TO PATENT LICENSE AGREEMENT. To the extent the terms
     and conditions of the Patent License Agreement conflict with the terms and
     conditions of this Amendment, the terms and conditions of this Amendment
     shall control and supersede those of the Patent License Agreement.

IV.  REMAINING TERMS AND CONDITIONS OF PATENT LICENSE AGREEMENT. Unless amended
     herein, all other terms and conditions of the Patent License Agreement
     shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
as of the date above written.

THE PROCTER & GAMBLE COMPANY

By: /s/ R.A. MCDONALD
    ----------------------------------------

Name Printed: R.A. McDonald
              ------------------------------

Title: President, Fabric & Home Care GBU
       -------------------------------------

PRESTIGE BRANDS INTERNATIONAL, INC.

By: /s/ CYNTHIA B. SATTERWHITE
    ----------------------------------------

Name Printed: Cynthia B. Satterwhite
              ------------------------------

Title: CFO & VP
       -------------------------------------


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