SECURITY AGREEMENT

Exhibit 10.03

SECURITY AGREEMENT

(Guarantor)

     This SECURITY AGREEMENT, dated as of July 5, 2007, is entered into between MATRIXX ORAL CARE, LLC, a Delaware limited liability company (“ Guarantor ”), and COMERICA BANK, a Michigan banking corporation (“ Bank ”), with reference to the following facts:

     A. Matrixx Initiatives, Inc., a Delaware corporation (“ Parent ”), and Zicam, LLC, an Arizona limited liability company (“ Zicam ”) (Parent and Zicam are sometimes collectively referred to herein as “ Borrowers ” and individually as a “ Borrower ”), and Comerica Bank, a Michigan banking corporation (“ Bank ”), have previously entered into that certain Amended and Restated Credit Agreement, dated as of September 27, 2005, that certain Amendment Number One to Amended and Restated Credit Agreement and Waiver, dated as of March 6, 2006, and that certain Amendment Number Two to Amended and Restated Credit Agreement, dated as of June 27, 2007 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “ Loan Agreement ”);

     B. Guarantor has executed that certain Continuing Guaranty, dated as of even date herewith (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Guaranty ”), pursuant to which Guarantor guarantees the full payment and performance of all obligations owing to Bank by Borrowers under the Loan Agreement and the Loan Documents, as defined in the Loan Agreement; and

     C. Guarantor acknowledges that pursuant to the terms of the Loan Agreement, in order to induce Bank to make Loans to Borrower, Guarantor is required to enter into this Security Agreement granting to Bank a first priority security interest in the Collateral to secure prompt payment and performance of the Guarantor’s obligations owing to Bank under the Guaranty and the other Secured Obligations.

     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 Guarantor’s presently existing and hereafter arising accounts (including health-care-insurance receivables, contract rights, and all other forms of monetary obligations owing to Guarantor, and all credit insurance, guaranties, or security therefor), irrespective of whether earned by performance.

          “ Bank Expenses ” has the meaning of “Expenses” under the Loan Agreement and also means any and all costs or expenses required to be paid by Guarantor under this Security Agreement which are paid or advanced by Bank; all costs and expenses of Bank, including its attorneys’ fees and expenses (including attorneys’ fees incurred pursuant to proceedings arising under the Bankruptcy Code), 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 Bank, including its attorneys’ fees and expenses (including attorneys’ fees incurred pursuant to proceedings arising under the Bankruptcy Code) in enforcing or defending this Security Agreement, irrespective of whether suit is brought.

          “ Chattel Paper ” means all of Guarantor’s presently existing and hereafter acquired or created chattel paper (including tangible chattel paper and intangible 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, and Guarantor’s Books, in each case whether now existing or hereafter acquired or created, any money or other assets of Guarantor that now or hereafter come into the possession, custody, or control of Bank 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 Bank.

          “ Commercial Tort Claims ” means all of Guarantor’s presently existing and hereafter acquired commercial tort claims.

          “ Deposit Account ” means any demand, time, savings, passbook or similar account now or hereafter maintained by or for the benefit of Guarantor 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 (as such terms are defined in the Code), including documents of title, bills of lading, dock warrants, dock receipts, warehouse receipts and other documents of Guarantor, whether or not negotiable, and includes 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 Guarantor 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 Guarantor’s 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 Guarantor relating thereto, whether in the possession and control of Guarantor, or in the possession and control of a third party for the account of Guarantor.

          “ FEIN ” means Federal Employer Identification Number.

          “ General Intangibles ” means any and all of Guarantor’s 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, magnetic media, electronic data processing files, systems and programs;

          (g) rights of stoppage in transit, replevin and reclamation, rebates or credits of every kind and nature to which Guarantor 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.

          “ Guarantor ” has the meaning set forth in the preamble to this Security Agreement.

          “ Guarantor’s Books ” means any and all presently existing and hereafter acquired or created books and records of Guarantor, 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.

          “ Guaranty ” has the meaning set forth in recital B hereto.

          “ 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 Guarantor or in which Guarantor otherwise has 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, specifications, blue prints, descriptions, inventions, name plates and catalogs; and

          (e) the entire goodwill of or associated with the businesses now or hereafter conducted by Guarantor 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 Guarantor 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 Guarantor’s 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 Guarantor’s 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 Guarantor 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 Guarantor’s presently existing and hereafter acquired investment property.

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

          “ Negotiable Collateral ” means any and all of Guarantor’s 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 Guarantor 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 Guarantor 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 “Guaranteed Obligations” under the Guaranty and shall also mean any and all debts, liabilities, obligations, or undertakings owing by Guarantor to Bank 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 Guarantors are required to pay or reimburse pursuant to this Security Agreement, the Guaranty, the other Loan Documents or by law.

          “ Security Agreement ” shall mean 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, references to the singular include the plural, the part includes the whole, “including” is not limiting, and “or” has the inclusive meaning represented by the phrase “and/or.” References in this Security Agreement to “determination” by Bank include reasonable estimates (absent manifest error) by Bank, as applicable (in the case of quantitative determinations) and reasonable beliefs (absent manifest error) by Bank, as applicable (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 Security Agreement. Article, section, subsection, exhibit, and schedule references are to this Security Agreement unless otherwise specified.

     3.  Creation of Security Interest . Guarantor hereby grants to Bank 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. Guarantor acknowledges and affirms that such security interest in the Collateral has attached to all Collateral without further act on the part of Bank, Lenders or Guarantor.

     4.  Further Assurances .

          4.1 Guarantor shall execute and deliver to Bank concurrently with Guarantor’s execution of this Security Agreement, and from time to time at the request of Bank, and Guarantor hereby authorizes Bank to file, all financing statements, continuation financing

statements, fixture filings, security agreements, chattel mortgages, assignments, and all other documents that Bank may request, in form satisfactory to Bank, to perfect and maintain perfected Bank’s security interests in the Collateral, and in order to consummate fully all of the transactions contemplated by this Security Agreement, Guaranty and the Loan Agreement. Guarantor hereby irrevocably makes, constitutes, and appoints Bank (and Bank’s officers, employees, or agents) as Guarantor’s true and lawful attorney with power to sign the name of Guarantor 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 Guarantor in order to perfect, or continue the perfection of, Bank’s security interests in the Collateral. Guarantor agrees that neither Bank, 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 wilful 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 GUARANTY TERMINATED, AND ALL GUARANTOR’S 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, Guarantor will: (i) at the request of Bank, mark conspicuously all of its records pertaining to the Collateral with a legend, in form and substance satisfactory to Bank, indicating that the Collateral is subject to the security interest granted hereby; (ii) immediately mark all Chattel Paper with a conspicuous legend indicating Bank’s security interest therein and otherwise in form and substance satisfactory to Bank; and (iii) upon demand of Bank, allow inspection of Collateral by Bank or Persons designated by Bank at any time during normal business hours.

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

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

          4.5 Guarantor shall use its commercially reasonable efforts in obtaining a control agreement in form and substance satisfactory to Bank with respect to all Deposit Accounts, electronic Chattel Paper, Investment Property, and Letter of Credit Rights.

          4.6 Guarantor shall promptly notify Bank of any Commercial Tort Claims it may bring against any Person, including the name and address of each defendant, a summary of

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the facts, an estimate of Guarantor’s damages, copies of any complaint or demand letter submitted by Guarantor, and such other information as Bank may request, and in connection therewith, at Bank’s request, Guarantor and Bank shall enter into an amendment to this Security Agreement granting a security interest to Bank in each such Commercial Tort Claim to secure the Secured Obligations.

     5.  Representations