AMENDED AND RESTATED SECURED PROMISSORY NOTE

Exhibit 10.2

AMENDED AND RESTATED SECURED PROMISSORY NOTE

     1. FOR VALUE RECEIVED, MATRIXX INITIATIVES, INC. , a Delaware corporation (“ Matrixx ”), and ZICAM, LLC , an Arizona limited liability company (“ Zicam ”, together with Matrixx, the “ Makers ”), jointly and severally promise to pay to the order of COMERICA BANK, a Michigan banking corporation (“ Payee ”), on or before the Revolving Loans Maturity Date, the principal sum of FOUR MILLION AND NO/100 DOLLARS ($4,000,000.00), or such lesser sum as shall equal the aggregate outstanding principal amount of the Revolving Loans made by Payee to Makers pursuant to the Agreement (as defined below).

     2. Makers have previously entered that certain Revolving Promissory Note, dated as of May 29, 2002 (the “ Prior Note ”), and Makers and Payee have previously entered into that certain Credit Agreement, dated as of May 29, 2002 (as amended to date, the “ Prior Agreement ”). Makers and Payee desire to amend and restate the Prior Note in its entirety in accordance with the terms and conditions of this Amended and Restated Secured Promissory Note (this “ Note ”).

     3. Makers promise to make principal reduction payments on the outstanding principal balance hereof in the amounts and on the dates specified in the Agreement. Makers further promise to pay interest from the date of this Note, in like money, on the aggregate outstanding principal amount hereof at the rates and on the dates provided in the Agreement. All computations of interest shall be in accordance with the provisions of the Agreement.

     4. Makers hereby authorize Payee to record in its books and records the date and amount of each Loan, and of each payment of principal made by Makers, and Makers agree that all such notations shall, in the absence of manifest error, be conclusive as to the matters so noted; provided, however , any failure by Payee to make such notation with respect to any Loan or payment thereof shall not limit or otherwise affect Makers’ obligations under the Agreement or this Note.

     5. Upon the occurrence and during the continuance of an Event of Default, in addition to and not in substitution of any of Payee’s other rights and remedies with respect to such Event of Default, the entire unpaid principal balance of the Loans shall bear interest at the Base Lending Rate plus three hundred (300) basis points. In addition, interest, Expenses, the Fees, and other amounts due hereunder not paid when due shall bear interest at the Base Lending Rate plus three hundred (300) basis points until such overdue payment is paid in full.

     6. If any payment due hereunder, whether for principal, interest, or otherwise, is not paid on or before the tenth (10 ^th ) day after the date such payment is due, in addition to and not in substitution of any of Payee’s other rights and remedies with respect to such nonpayment, Makers shall pay to Payee, a late payment fee (“ Late Payment Fee ”) equal to five percent (5%) of the amount of such overdue payment. The Late Payment Fee shall be due and payable on the eleventh (11 ^th ) day after the due date of the overdue payment with respect thereto.

     7. Makers shall make all payments hereunder in lawful money