AMENDED AND RESTATED SECURITY AGREEMENT

Exhibit 10.3

AMENDED AND RESTATED SECURITY AGREEMENT

     This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of September 27, 2005, is entered into among MATRIXX INITIATIVES, INC. , a Delaware corporation (“ Matrixx ”), and ZICAM, LLC , an Arizona limited liability company (“ Zicam ”) (Matrixx and Zicam are sometimes individually referred to herein as a “Borrower” and collectively referred to herein as “Borrowers” ) and COMERICA BANK, a Michigan banking corporation (“ Secured Party ”), with reference to the following facts:

R E C I T A L S

          A. Borrowers and Secured Party have previously entered into that certain Credit Agreement, dated as of May 29, 2002 (as amended to date, the “ Prior Agreement ”).

          B. Borrowers and Secured Party are contemporaneously herewith entering into the Loan Agreement (as hereinafter defined), which shall amend and restate the Prior Agreement in its entirety.

          C. Borrowers have previously entered into those certain Security Agreements dated as of May 29, 2002 and July 10, 2002 (as amended to date, collectively, the “ Prior Security Agreements ”).

          D. Borrowers and Secured Party desire to amend and restate the Prior Security Agreements in their entirety in accordance with the terms and conditions of this Security Agreement.

          In order to induce Secured Party to enter into the Loan Agreement, Borrower has agreed to enter into this Security Agreement in order to grant to Secured Party a first priority security interest in the Collateral to secure prompt payment and performance of the Secured Obligations.

A G R E E M E N T

     NOW, THEREFORE, in consideration of the mutual promises, covenants, conditions, representations, and warranties hereinafter set forth, and for other good and valuable consideration, the parties hereto agree as follows:

     1.  Definitions . All initially capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Loan Agreement. In addition, as used herein, the following terms shall have the following meanings:

          “ Account Debtor ” means any Person who is or who may become obligated with respect to, or on account of, an Account, Chattel Paper or General Intangible.

          “ Accounts ” means any and all of each Borrowers’ presently existing and hereafter arising accounts (including health-care-insurance receivables, contract rights, and all other forms of monetary obligations owing to any Borrower, and all credit insurance, guaranties, or security therefor), irrespective of whether earned by performance.

          “ Borrower’s Books ” means any and all presently existing and hereafter acquired or created books and records of any Borrower, including all records (including maintenance and warranty records), ledgers, computer programs, disc or tape files, printouts, runs, and other computer prepared information indicating, summarizing, or evidencing the Collateral.

          “ Chattel Paper ” means all of each Borrowers’ presently existing and hereafter acquired or created chattel paper (including tangible chattel paper and electronic chattel paper).

          “ Code ” means the Arizona Uniform Commercial Code, as amended or supplemented from time to time. Any and all terms used in this Security Agreement which are defined in the Code shall be construed and defined in accordance with the meaning and definition ascribed to such terms under the Code, unless otherwise defined herein.

          “ Collateral ” means the following, collectively: any and all of the Accounts, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Equipment, Instruments, Inventory, Investment Property, General Intangibles, Letter of Credit Rights, Negotiable Collateral, Supporting Obligations, each Borrower’s Books, in each case whether now existing or hereafter acquired or created, any money or other assets of any Borrower that now or hereafter come into the possession, custody, or control of Secured Party and any Proceeds or products of any of the foregoing, or any portion thereof.

          “ Collateral Access Agreement ” means a landlord waiver, mortgagee waiver, bailee letter, or acknowledgement agreement of any warehouseman, processor, lessor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in the Equipment or Inventory, in each case, in form and substance satisfactory to Secured Party.

          “ Commercial Tort Claims ” means all of each Borrower’s presently existing and hereafter acquired or arising commercial tort claims (as such term is defined in the Code).

          “ Deposit Account ” means any demand, time, savings, passbook or similar account now or hereafter maintained by or for the benefit of any Borrower with an organization that is engaged in the business of banking including a bank, savings bank, savings and loan association, credit union and trust companies, and all funds and amounts therein, whether or not restricted or designated for a particular purpose.

          “ Documents ” means any and all documents and documents of title, including documents of title, bills of lading, dock warrants, dock receipts, warehouse receipts and other documents of any Borrower, whether or not negotiable, and including all other documents which purport to be issued by a bailee or agent and purport to cover goods in any bailee’s or agent’s possession which are either identified or are fungible portions of an identified mass, including such documents of title made available to any Borrower for the purpose of ultimate sale or exchange of goods or for the purpose of loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing with goods in a manner preliminary to their sale or exchange, in each case whether now existing or hereafter acquired.

          “ Equipment ” means any and all of each Borrowers’ presently existing and hereafter acquired equipment, wherever located, including machinery, furniture, furnishings, fixtures, computer and other electronic data processing equipment and other office equipment

and supplies, computer programs and related data processing software, spare parts, tools, motors, automobiles, trucks, tractors and other motor vehicles, rolling stock, jigs, and other goods (other than Inventory, farm products, and consumer goods), including software embedded in such goods, together with any and all parts, improvements, additions, attachments, replacements, accessories, and substitutions thereto or therefor, and all other rights of any Borrower relating thereto, whether in the possession and control of any Borrower, or in the possession and control of a third party for the account of any Borrower.

          “ Expenses ” has the meaning of “ Expenses ” under the Loan Agreement and shall also mean: any and all costs or expenses required to be paid by Borrowers under this Security Agreement which are paid or advanced by Secured Party; all costs and expenses of Secured Party, including its reasonable attorneys’ fees and expenses (including reasonable attorneys’ fees incurred pursuant to proceedings arising under the Bankruptcy Code to the extent permitted by law), incurred or expended to correct any default or enforce any provision of this Security Agreement, or in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, irrespective of whether a sale is consummated; and all costs and expenses of suit incurred or expended by Secured Party, including its reasonable attorneys’ fees and expenses (including reasonable attorneys’ fees incurred pursuant to proceedings arising under the Bankruptcy Code) in enforcing or defending this Security Agreement, irrespective of whether suit is brought.

          “ FEIN ” means Federal Employer Identification Number.

          “ General Intangibles ” means any and all of each Borrowers’ presently existing and hereafter acquired or arising general intangibles and any other intangible personal property of every kind and description, including:

               (a) contracts and contract rights, noncompetition covenants, licensing and distribution agreements, indemnity agreements, guaranties, insurance policies, franchise agreements and lease agreements;

               (b) uncertificated certificates of deposit, and interests in any joint ventures, partnerships or limited liability companies;

               (c) choses in action and causes of action (whether legal or equitable, whether in contract or tort or otherwise, and however arising);

               (d) licenses, approvals, permits or any other authorizations issued by any Governmental Authority;

               (e) Intellectual Property Collateral;

               (f) computer software (including without limitation any computer program that is embedded in goods that consist solely of the medium in which the program is embedded), magnetic media, electronic data processing files, systems, programs, and information contained on computer disks or tapes;

               (g) rights of stoppage in transit, replevin and reclamation, rebates (including without limitation insurance premium rebates) or credits of every kind and nature to which Borrowers may be entitled;

               (h) purchase orders, customer lists, subscriber lists and goodwill;

               (i) monies due or recoverable from pension funds, refunds and claims for tax or other refunds against any Governmental Authority;

               (j) payment intangibles; and

               (k) other contractual, equitable and legal rights of whatever kind and nature.

          “ Instruments ” means any and all negotiable instruments, and every other writing which evidences a right to the payment of a monetary obligation, in each case whether now existing or hereafter acquired.

          “ Intellectual Property Collateral ” means the following Assets owned or held by each Borrower or in which each Borrower otherwise have any interest, now existing or hereafter acquired or arising:

               (a) all patents and patent applications, domestic or foreign, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses, all rights to sue for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations in-part thereof;

               (b) all copyrights and applications for copyright, domestic or foreign, together with the underlying works of authorship (including titles), whether or not the underlying works of authorship have been published and whether said copyrights are statutory or arise under the common law, and all other rights and works of authorship, all rights, claims and demands in any way relating to any such copyrights or works, including royalties and rights to sue for past, present or future infringement, and all rights of renewal and extension of copyright;

               (c) all state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses, whether registered or unregistered and wherever registered, all rights to sue for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof;

               (d) all trade secrets, confidential information, customer lists, license rights, advertising materials, operating manuals, methods, processes, know-how, sales literature, sales and operating plans, drawings, diagrams, schematics, specifications, blue prints, descriptions, inventions, name plates, reports and catalogs;

               (e) the entire goodwill of or associated with the businesses now or hereafter conducted by each Borrower connected with and symbolized by any of the aforementioned properties and assets; and

               (f) Intellectual Property Collateral shall include, without limitation, rights and interests pursuant to licensing or other contracts in favor of each Borrower pertaining to patents, trademarks, copyrights and other intellectual property presently or in the future owned or used by third Persons.

          “ Inventory ” means any and all of each Borrowers’ presently existing and hereafter acquired goods (including software embedded in such goods) of every kind and description (including goods in transit) which are held for sale or lease, or to be furnished under a contract of service or which have been so leased or furnished, or other disposition, wherever located, including those held for display or demonstration or out on lease or consignment or are raw materials, work in process, finished materials, or materials used or consumed, or to be used or consumed, in each Borrowers’ business, and the resulting product or mass, and all repossessed, returned, rejected, reclaimed and replevied goods, together with all materials, parts, supplies, packing and shipping materials used or usable in connection with the manufacture, packing, shipping, advertising, selling or furnishing of such goods; and all other items hereafter acquired by each Borrower by way of substitution, replacement, return, repossession or otherwise, and all additions and accessions thereto, and any Document representing or relating to any of the foregoing at any time.

          “ Investment Property ” means any and all of each Borrowers’ presently existing and hereafter acquired investment property (including without limitation securities and securities entitlements).

          “ Letter of Credit Rights ” means any and all of each Borrowers’ presently existing and hereafter acquired letter of credit rights.

          “ Loan Agreement ” means that certain Amended and Restated Credit Agreement, dated as of even date herewith, among Borrowers and Secured Party, as may be at any time hereafter supplemented, modified, amended or restated.

          “ Negotiable Collateral ” means any and all of each Borrowers’ presently existing and hereafter acquired or arising letters of credit, letter of credit rights, advises of credit, certificates of deposit, notes, drafts, money, Instruments, Documents and tangible Chattel Paper.

          “ Proceeds ” means whatever is receivable or received from or upon the sale, lease, license, collection, use, exchange or other disposition, whether voluntary or involuntary, of any Collateral, including “proceeds” as defined in the Code, any and all proceeds of any insurance, indemnity, warranty or guaranty payable to or for the account of Borrowers from time to time with respect to any of the Collateral, any and all payments (in any form whatsoever) made or due and payable to Borrowers from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any Governmental Authority (or any Person acting under color of Governmental Authority), any and all other amounts from time to time paid or payable under or in connection with any of the Collateral or

for or on account of any damage or injury to or conversion of any Collateral by any Person, any and all other tangible or intangible property received upon the sale or disposition of Collateral, and all proceeds of proceeds.

          “ Rights to Payment ” means all Accounts and any and all rights and claims to the payment or receipt of money or other forms of consideration of any kind in, to and under all electronic Chattel Paper, General Intangibles, Letter of Credit Rights, Negotiable Collateral and Proceeds thereof.

          “ Secured Obligations ” shall have the meaning of “Obligations” under the Loan Agreement and shall also mean any and all debts, liabilities, obligations, or undertakings owing by any Borrower to Secured Party arising under, advanced pursuant to, or evidenced by this Security Agreement, whether direct or indirect, absolute or contingent, matured or unmatured, due or to become due, voluntary or involuntary, whether now existing or hereafter arising, and including all interest not paid when due and all Expenses which any Borrower is required to pay or reimburse pursuant to this Security Agreement, the Loan Agreement, the other Loan Documents or by law.

          “ Security Agreement” means this Security Agreement, as amended or restated from time to time.

          “ Supporting Obligations” has the meaning given to such term in the Code.

     2.  Construction. Unless the context of this Security Agreement clearly requires otherwise, references to the plural include the singular and to the singular include the plural, references to any gender include any other gender, the part includes the whole, the term including is not limiting, and the term or has, except where otherwise indicated, the inclusive meaning represented by the phrase and/or. References in this Security Agreement to determination by Secured Party include good faith estimates by Secured Party (in the case of quantitative determinations), and good faith beliefs by Secured Party (in the case of qualitative determinations). The words hereof, herein, hereby, hereunder, and similar terms in this Security Agreement refer to this Security Agreement as a whole and not to any particular provision of this Agreement. Article, section, subsection, clause, exhibit and schedule references are to this Security Agreement, unless otherwise specified. Any reference in this Security Agreement or any of the Loan Documents to this Security Agreement or any of the Loan Documents includes any and all permitted alterations, amendments, changes, extensions, modifications, renewals, or supplements thereto or thereof, as applicable.

     3.  Creation of Security Interest. Borrowers hereby grant to Secured Party a continuing security interest in all presently existing and hereafter acquired or arising Collateral in order to secure the prompt payment and performance of all of the Secured Obligations. Borrowers acknowledge and affirm that such security interest in the Collateral has attached to all Collateral without further act on the part of Secured Party or Borrowers except as contemplated in Section 4.6.

     4.  Further Assurances.

          4.1 Borrowers shall execute and deliver to Secured Party concurrently with Borrowers’ execution of this Security Agreement, and from time to time at the request of Secured Party, and Borrowers hereby authorize Secured Party to file, all financing statements, continuation financing statements, fixture filings, security agreements, chattel mortgages, assignments, and all other documents that Secured Party may require, in form satisfactory to Secured Party, to perfect and maintain perfected Secured Party’s security interests in the Collateral, and in order to consummate fully all of the transactions contemplated by this Security Agreement and the Loan Agreement. Borrowers hereby irrevocably make, constitute, and appoint Secured Party (and Secured Party’s officers, employees, or agents) as Borrowers’ true and lawful attorney with power to sign the name of each Borrower on any of the above-described documents or on any other similar documents which need to be executed, recorded, or filed, and to do any and all things necessary in the name and on behalf of Borrowers in order to perfect, or continue the perfection of, Secured Party’s security interests in the Collateral. Borrowers agree that neither Secured Party, nor any of its designees or attorneys-in-fact, will be liable for any act of commission or omission, or for any error of judgment or mistake of fact or law with respect to the exercise of the power of attorney granted under this Section 4.1, other than as a result of its or their gross negligence or willful misconduct. THE POWER OF ATTORNEY GRANTED UNDER THIS SECTION 4.1 IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL ALL OF THE SECURED OBLIGATIONS HAVE BEEN INDEFEASIBLY PAID IN FULL, THE LOAN AGREEMENT TERMINATED, AND ALL BORROWERS’ DUTIES HEREUNDER AND THEREUNDER HAVE BEEN DISCHARGED IN FULL.

          4.2 Without limiting the generality of the foregoing Section 4.1 or any of the provisions of the Loan Agreement, Borrowers shall: (i) at the request of Secured Party, mark conspicuously each Borrower’s Books with a legend, in form and substance satisfactory to Secured Party, indicating that the Collateral is subject to the security interest granted hereby; (ii) immediately mark all Chattel Paper with a conspicuous legend indicating Secured Party’s security interest therein and otherwise in form and substance satisfactory to Secured Party; and (iii) at the request of Secured Party, appear in and defend any action or proceeding which may affect Borrowers’ title to, or the security interest of Secured Party in, any of the Collateral.

          4.3 With respect to the Negotiable Collateral (other than checks and drafts received in the ordinary course of business so long as no Event of Default is continuing), Borrowers shall, immediately upon request by Secured Party, endorse (where appropriate) and assign the Negotiable Collateral over to Secured Party, and deliver to Secured Party actual physical possession of the Negotiable Collateral together with any instruments of transfer or assignment, all in form and substance satisfactory to Secured Party, in order to fully perfect the security interest therein of Secured Party.

          4.4 In the event that any Collateral is in the possession of a third party, Borrowers shall join with Secured Party in notifying such third party of Secured Party’s security interest and obtaining an acknowledgement from such third party that it is holding such Collateral for the benefit of Secured Party.

          4.5 Borrowers shall cooperate with Secured Party and use its commercially reasonable efforts in obtaining a control agreement in form and substance satisfactory to Secured

Party with respect to all Deposit Accounts, electronic Chattel Paper, Investment Property, and Letter of Credit Rights.

          4.6 Borrowers shall promptly notify Secured Party of any Commercial Tort Claims any of them may bring against any Person, including the name and address of each defendant, a summary of the facts, an estimate of such Borrower’s damages, copies of any complaint or demand letter submitted by Borrowers, and such other information as Secured Party may request, and in connection therewith, at Secured Party’s request, Borrowers and Secured Party shall enter into an amendment to this Security Agreement granting a security interest to Secured Party in each such Commercial Tort Claim to secured the Secured Obligations.

     5.  Representations and Warranties . In order to induce Secured Party to enter into the Loan Agreement and to make Loans to Borrowers or issue any Letter of Credit, in addition to the representations and warranties of Borrowers set forth in the Loan Agreement which are incorporated herein by this reference, each Borrower represents and warrants to Secured Party that on the Closing Date and thereafter on the date of each and every Borrowing or issuance of a Letter of Credit:

          5.1 Legal Name; State of Organization; Location of Chief Executive Office and Collateral; FEIN. Each Borrower’s exact legal name, state of incorporation and/or organization (as applicable), FEIN and charter or organizational identification number is accurately set forth in Schedule 1. Each Borrower’s chief executive office is located at the address set forth in Schedule 1 , and all other locations where Borrowers conduct business or Collateral is kept is set forth in Schedule 1 .

          5.2 Locations of Each Borrower’s Books . All locations where each Borrower’s Books are kept, including all equipment necessary for accessing any Borrower’s Books and the names and addresses of all service bureaus, computer or data processing companies and other Persons keeping any Borrower’s Books or collecting Rights to Payment for Borrower, are set forth in Schedule 1 .

          5.3 Trade Names and Trade S