0000950153-06-002739 Sample Contracts

FIRST AMENDMENT TO THE MATRIXX INITIATIVES, INC. 2001 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK PROGRAM AGREEMENTS
Restricted Stock Program Agreements • November 8th, 2006 • Matrixx Initiatives Inc • Pharmaceutical preparations

This Amendment to the Restricted Stock Program Agreements (this “Amendment”), is entered into between Matrixx Initiatives, Inc., a Delaware corporation (the “Company”), and Edward Walsh (the “Director”), as of October 18, 2006 (the “Effective Date”).

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AGREEMENT
Agreement • November 8th, 2006 • Matrixx Initiatives Inc • Pharmaceutical preparations

This Agreement is entered into between Matrixx Initiatives, Inc., a Delaware corporation (“Company”), and William J. Hemelt (“Executive”), as of the 18th day of October, 2006.

MATRIXX INITIATIVES, INC.
Restricted Stock Program Agreement • November 8th, 2006 • Matrixx Initiatives Inc • Pharmaceutical preparations • Arizona

This Restricted Stock Program Agreement (this “Agreement”) is entered into between Matrixx Initiatives, Inc., a Delaware corporation (the “Company”), and (the “Director”), as of , 200 (the “Date of Grant”).

AMENDED AND RESTATED MATRIXX INITIATIVES, INC. EMPLOYMENT AGREEMENT
Employment Agreement • November 8th, 2006 • Matrixx Initiatives Inc • Pharmaceutical preparations • Arizona

This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into as of October 18, 2006, by and between Matrixx Initiatives, Inc., a Delaware corporation (the “Company”), and Carl J. Johnson (“Executive”), and amends and restates the Employment Agreement dated as of July 1, 2001, as amended by the First Amendment thereto dated as of February 7, 2002.

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