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                                                                 EXHIBIT 10(n)







                              THE FIRST YEARS INC.
                           A MASSACHUSETTS CORPORATION
                                 AND AFFILIATES



                           1997 ANNUAL INCENTIVE PLAN



                                PLAN DESCRIPTION





                        Effective Date: January 1, 1997
                             Adopted: July 31, 1997




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                              THE FIRST YEARS INC.
                          A MASSACHUSETTS CORPORATION,
                                 AND AFFILIATES

                           1997 ANNUAL INCENTIVE PLAN

PLAN OBJECTIVES

*    The objectives of the plan are to:

     --   Encourage salaried employees of the First Years Inc. and its
          Affiliates (the "Company") to help improve the Company's performance;

     --   Focus the attention of senior management and other executive officers
          of the Company on the Company's operating results.

ELIGIBILITY

*    Eligibility will initially include all full-time salaried employees of the
     Company, if any, who are not covered by any other incentive compensation
     plan (e.g., Incentive Plans for Sales-Americas and Sales-Europe Employees).


*    Any employee joining the Company during the fiscal calendar year will be
     eligible to participate in the incentive plan for that year.

*    The President of the Company will be responsible for recommending changes
     in eligibility to the Compensation Committee of the Board of Directors of
     the Company (the "Compensation Committee") for review and approval.

PERFORMANCE MEASURES

*    Performance under the Plan will be based on Company operating results.

*    The Compensation Committee will establish performance targets based on the
     Company's profitability for each fiscal year for various participants in
     the Plan.

*    Company performance will be measured on a fiscal calendar year basis.
     However, quarterly or semi-annual performance targets may be established by
     the Compensation Committee in its discretion as a basis for tracking
     performance against the annual performance targets.




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*    Quarterly or semi-annual targets will be arrived at from Company
     projections for the applicable period.

*    Any significant, unusual and/or non-recurring items, as determined by
     Generally Accepted Accounting Principles, will be excluded from the profit
     calculation in determining the Company's actual performance.

INCENTIVE AWARD POTENTIAL

*    Each year, based upon the recommendations of senior management of the
     Company, the Compensation Committee will establish the annual potential
     awards for all senior and non-senior management and other salaried
     employees.

*    The Compensation Committee will also establish the annual potential
     incentive awards for the Chief Executive Officer.

INCENTIVE AWARD OF PAYMENT

*    The Compensation Committee in its discretion may determine to make payment
     of advance awards on a quarterly or semi-annual basis to all participants
     following the completion of such quarterly or semi-annual period and the
     achievement of the performance goal for such quarterly or semi-annual
     period ("advance awards").

*    In the event that the Company does not meet its performance targets
     established by the Compensation Committee for any fiscal year period,
     employees will not be required to pay back to the Company any advance
     awards which have been paid.

*    Any portion of an annual award for a fiscal year period that has not been
     paid by the Company via advance awards will be paid by the Company to
     each participant by the end of the first quarter of the subsequent fiscal
     year.

*    For new employees joining the Company during the plan year, the annual
     award will be prorated based on the number of days service with the
     Company.

*    Award payments to employees will be treated as ordinary income.

*    Appropriate payroll deductions for taxes, Social Security, and so forth,
     will be made as required.

*    In the event an employee's employment is terminated (either voluntarily or
     involuntarily), for any reason, prior to the end of a fiscal year period,
     and the Compensation Committee has determined to make advance awards on a
     quarterly or semi-

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     annual basis, the employee will receive the advance awards for the prior
     completed quarter or semi-annual period, if the Company has achieved the
     performance goal for such quarterly or semi-annual period.

*    The Compensation Committee, in its discretion, may determine to terminate
     advance awards of annual awards at any time. In the event advance awards
     are not made during a fiscal year, the Compensation Committee will have
     complete discretion to determine if any portion of the annual award will be
     paid to any employee whose employment is terminated for any reason prior to
     the end of the fiscal year period.

PLAN ADMINISTRATION

*    The Effective Date of the Restated Plan is January 1, 1997.

*    The Plan will be administered by the Compensation Committee of the Board of
     Directors.

*    The Company and the Board of Directors reserve the right to amend or
     terminate the Plan.

*    Nothing contained in this document constitutes a contract for payment nor
     does it constitute an employment contract between the Company and the
     employee. The Company reserves the right to terminate an employee at any
     time.




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