AMENDMENT NO. 3
                                       TO
                           CREDIT FACILITIES AGREEMENT
                       (THAT WAS EFFECTIVE MARCH 20, 2001)
                                 BY AND BETWEEN
                              BANK OF AMERICA, N.A.
                      AS ADMINISTRATIVE AGENT AND A LENDER
                                       AND
                       THE OTHER LENDERS SIGNATORY THERETO
                                       AND
                             YOUNG INNOVATIONS, INC.
                                   AS BORROWER


In  consideration  of their mutual  agreements  herein and for other  sufficient
consideration,  the receipt of which is hereby acknowledged,  YOUNG INNOVATIONS,
INC.  ("Borrower"),  BANK OF AMERICA,  N.A. (as "Administrative  Agent") and the
undersigned Lenders who signed the Original Loan Agreement, agree as follows:

1. DEFINITIONS; SECTION REFERENCES. The term "Original Loan Agreement" means the
Credit Facilities  Agreement  effective as of March 20, 2001,  between Borrower,
Administrative  Agent and the Lenders signatory thereto,  as amended,  including
without limitation, as amended by that certain Amendment No. 1 thereto effective
April 20, 2001 and that certain Amendment No. 2 thereto effective  September 28,
2001. The term "this Amendment" means this Amendment. Capitalized terms used and
not  otherwise  defined  herein have the meanings  defined in the Original  Loan
Agreement,  except that the term "this Agreement" in the Original Loan Agreement
shall  be  deemed  to mean  the  Original  Loan  Agreement  as  amended  by this
Amendment.  Section  references  are to sections of the Original Loan  Agreement
unless otherwise indicated.

2.  EFFECTIVE DATE OF THIS  AMENDMENT.  Provided that  Administrative  Agent has
received this  Amendment  fully  executed by all parties  hereto and each of the
documents  and other  items  listed or  described  on  Exhibit A hereto as being
required to be obtained,  delivered or satisfied on or before the Effective Date
(as hereinafter  defined),  with each being satisfactory to Administrative Agent
and (as  applicable)  duly executed and (also as applicable)  sealed,  attested,
acknowledged,  certified,  or  authenticated,  this Amendment shall be effective
September 19, 2002 (the  "Effective  Date").  If this  Amendment does not become
effective,  the Original Loan Agreement  shall continue in full force and effect
as it existed in the absence of this Amendment.

3. AMENDMENTS TO ORIGINAL LOAN AGREEMENT. The Original Loan Agreement is amended
as follows,  all such  amendments to be effective on the  Effective  Date unless
otherwise indicated:

     3.1. REVISED DEFINITIONS.  The definition of "Permitted Redemptions" in the
     Glossary  attached to the Original Loan  Agreement as Exhibit 2.1 is hereby
     deleted and replaced with the following:

               PERMITTED  REDEMPTIONS -- the redemption by Borrower from time to
               time during the term of this  Agreement  pursuant  to  Redemption
               Documents, in one or more transactions,  of such of its shares as
               may be  purchased  for  consideration  in an amount not to exceed
               $27,000,000;  such  repurchases may be made using the proceeds of
               this Agreement,  however the total amount of  consideration to be
               paid for all such  repurchases  (including  funds  which  are not

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               proceeds of this  Agreement)  may not exceed  $27,000,000  unless
               otherwise approved by the Required Lenders.

4. EFFECT OF  AMENDMENT.  The  execution,  delivery  and  effectiveness  of this
Amendment  shall  not  operate  as a waiver  of any  right,  power or  remedy of
Administrative  Agent or any Lender under the Original Loan  Agreement or any of
the other  Loan  Documents,  nor  constitute  a waiver of any  provision  of the
Original Loan Agreement,  or any of the other Loan Documents.  Each reference in
the Original Loan Agreement to "the Agreement", "hereunder", "hereof", "herein",
or words  of like  import,  shall  be read as  referring  to the  Original  Loan
Agreement as amended hereby.

5.  REPRESENTATIONS  AND WARRANTIES OF BORROWER.  Borrower hereby represents and
warrants  to  Lenders  that (i)  execution,  delivery  and  performance  of this
Amendment,  and all transactions  contemplated by the Amendment,  have been duly
authorized by all requisite  action of Borrower;  (ii) no consents are necessary
from any third parties for Borrower's execution, delivery or performance of this
Amendment or in connection with any transaction  contemplated by this Amendment,
(iii) this Amendment and the Original Loan Agreement constitute the legal, valid
and binding  obligations of Borrower  enforceable against Borrower in accordance
with their terms,  except to the extent that the enforceability  thereof against
Borrower may be limited by  bankruptcy,  insolvency or other laws  affecting the
enforceability  of creditors rights generally or by equity principles of general
application,  (iv) except as disclosed on the supplemental  disclosure  schedule
attached  hereto  as  Exhibit  B and the  disclosure  schedule  attached  to the
Original Loan Agreement,  all of the representations and warranties contained in
Section 11 of the  Original  Loan  Agreement,  as amended  hereby,  are true and
correct  with the same  force and  effect as if made on and as of the  Effective
Date,  and (v) there is no  Existing  Default and no Default or Event or Default
will  occur  immediately  or with the  passage  of time or giving of notice as a
consequence of this Amendment becoming effective.

6.  REAFFIRMATION.  Borrower hereby acknowledges and confirms that (i) except as
expressly  amended hereby,  the Original Loan Agreement and other Loan Documents
remain in full force and effect,  (ii) the Original Loan  Agreement,  as amended
hereby,  is in full force and  effect,  (iii)  Borrower  has no  defenses to its
obligations under the Original Loan Agreement and the other Loan Documents,  and
(iv)  Borrower has no claim of any nature  against  Administrative  Agent or any
Lender  arising from or in connection  with the Original  Loan  Agreement or the
other Loan Documents.

7.  COUNTERPARTS.  This  Amendment may be executed by the parties  hereto on any
number of separate counterparts,  and all such counterparts taken together shall
constitute  one and the same  instrument.  It shall not be  necessary  in making
proof of this  Amendment  to produce or  account  for more than one  counterpart
signed by the party to be charged.

8. COUNTERPART FACSIMILE EXECUTION.  This Amendment, or a signature page thereto
intended to be attached to a copy of this  Amendment,  signed and transmitted by
facsimile  machine  or  telecopier  shall be deemed and  treated as an  original
document.  The signature of any Person thereon,  for purposes  hereof,  is to be
considered  as an original  signature,  and the  document  transmitted  is to be
considered  to have the same  binding  effect  as an  original  signature  on an
original document. At the request of any party hereto, any facsimile or telecopy
document is to be  re-executed  in original form by the Persons who executed the
facsimile or telecopy document. No party hereto may raise the use of a facsimile
machine or telecopier or the fact that any signature was transmitted through the
use of a facsimile or telecopier machine as a defense to the enforcement of this
Amendment.

9. GOVERNING  LAW. This Amendment and the rights and  obligations of the parties
hereunder  shall be governed by and construed and interpreted in accordance with
the internal laws of the State of Missouri  applicable to contracts  made and to

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be performed  wholly within such state,  without regard to choice or conflict of
laws provisions.

10. FINAL  EXPRESSION;  NO COURSE OF DEALING.  This Amendment is intended by the
parties  as a final  expression  of  their  agreement  evidenced  hereby  and is
intended  as a complete  and  exclusive  statement  of the terms and  conditions
thereof.

11.  INCORPORATION BY REFERENCE.  Administrative  Agent, the undersigned Lenders
and  Borrower  hereby  agree  that all of the  terms of the Loan  Documents  are
incorporated in and made a part of this Amendment by this reference.

12. STATUTORY NOTICE.  The following notice is given pursuant to Section 432.045
of the  Missouri  Revised  Statutes;  nothing  contained  in such notice will be
deemed to limit or modify the terms of the Loan Documents or this Amendment:

         ORAL  AGREEMENTS  OR  COMMITMENTS  TO LOAN MONEY,  EXTEND  CREDIT OR TO
         FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND
         OR RENEW SUCH DEBT ARE NOT  ENFORCEABLE.  TO PROTECT YOU  (BORROWER(S))
         AND  US  (CREDITOR)  FROM   MISUNDERSTANDING  OR  DISAPPOINTMENT,   ANY
         AGREEMENTS  WE  REACH  COVERING  SUCH  MATTERS  ARE  CONTAINED  IN THIS
         WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
         BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

         BORROWER  AND LENDER  HEREBY  AFFIRM  THAT THERE IS NO  UNWRITTEN  ORAL
         CREDIT  AGREEMENT  BETWEEN  BORROWER  AND  LENDER  WITH  RESPECT TO THE
         SUBJECT MATTER OF THIS AMENDMENT.

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         IN WITNESS  WHEREOF,  the  parties  have caused  this  Amendment  to be
executed by appropriate duly authorized officers as of the Effective Date.


YOUNG INNOVATIONS, INC.                 BANK OF AMERICA, N.A., as Administrative
by its Executive Vice President         Agent
and  Chief  Financial Officer           by its Vice President

                                        /s/ David A. Johanson
/s/ Arthur L. Herbst, Jr.               ----------------------------------------
-----------------------------           Name:  David A. Johanson
Name: Arthur L. Herbst, Jr.
                                        BANK OF AMERICA, N.A., as a Lender
                                        by its Senior Vice President

                                        /s/ Gregory Mojica
                                        ----------------------------------------
                                        Name: Gregory Mojica

THE NORTHERN TRUST COMPANY,             HARRIS TRUST AND SAVINGS BANK,
AS A LENDER                             AS A LENDER
by its Vice President                   by its Vice President

/s/ Fredric McClendon                   /s/ Helen Dimitriou
-----------------------------           ----------------------------------------
Name: Fredric McClendon                 Name: Helen Dimitriou