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                                                                 Exhibit (10)(n)

                           CHANGE OF CONTROL AGREEMENT

This CHANGE OF CONTROL AGREEMENT (the "Agreement") dated August 29, 2000 (the
"Effective Date") sets forth the mutual and binding understanding of the
undersigned regarding the special incentives to be afforded to Richard Schaub,
Jr. (the "Executive") by The First Years Inc., a Massachusetts corporation and
its subsidiaries (together called the "Company") in order to ensure that the
Company will have the dedication of the Executive, notwithstanding a Change of
Control of the Company (as defined herein).

The Company recognizes that as is the case with many publicly-held corporations,
the possibility of a Change of Control of the Company may occur and that such
possibility, and the uncertainty and questions which it may raise, may result in
the distraction of the Executive to the detriment of the Company and to its
stockholders.

The Board of Directors of the Company has determined that appropriate steps
should be taken to have and encourage the attention and dedication of the
Executive to his assigned duties without distraction in the face of potentially
disturbing circumstances arising from the possibility of a Change of Control of
the Company.

In consideration of the Executive's accepting employment with the Company, the
Company agrees to provide the Executive with the payments and benefits set forth
in this Agreement in the event the Executive's employment is terminated under
the circumstances described below, subsequent to a Change of Control of the
Company.

The Executive wishes to accept employment with the Company on the terms herein
provided.

NOW, THEREFORE, in consideration of the mutual premises and the respective
covenants and agreements of the parties herein contained, the parties hereto
agree as follows:

1.       DEFINITIONS.

         The terms "Cause," "Change of Control," "Date of Termination,"
         "Disability," "Good Reason," and "Notice of Termination" are defined in
         Exhibit A attached hereto and incorporated herein by reference.


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2.       TERM OF AGREEMENT.

         The term of this Agreement shall commence on the Effective Date and
         shall continue until the second anniversary of the Effective Date;
         provided, however, that this Agreement shall continue in full force and
         effect for further successive terms of one (1) year on the same terms
         and conditions as are set forth herein; and provided further that, if a
         Change of Control shall have occurred during the original or any
         extended term, this Agreement shall continue in effect for a period of
         not less than twenty-four (24) months beyond the month in which such
         Change of Control occurs (the "Term").

3.       EMPLOYMENT STATUS.

         The parties acknowledge that this Agreement does not constitute an
         employment contract or impose on the Company any obligation to retain
         the Executive as an employee; that such relationship is on an at-will
         basis; and that this Agreement also does not prevent the Executive from
         terminating his employment at any time.

4.       COMPENSATION UPON TERMINATION, DEATH OR DISABILITY FOLLOWING A CHANGE
         OF CONTROL.


         (a)      ENTITLEMENT TO PAYMENTS AND BENEFITS.

                  In the event a Change of Control shall have occurred during
                  the Term and the Executive's employment with the Company is
                  subsequently terminated by the Company for any reason other
                  than for Cause or Disability, or by the Executive for Good
                  Reason, within twenty-four (24) months after such Change of
                  Control, the Executive shall be entitled to the payments and
                  benefits provided below in Section 4(c). In the event the
                  Executive's termination of employment is due to the
                  Executive's death or Disability after the occurrence of a
                  Change of Control, the Executive will only be entitled to the
                  payments and benefits provided below in Section 4(b).

         (b)      DISABILITY OR DEATH. If the Executive's employment terminates
                  by reason of Disability or death during the Term, following a
                  Change of Control, the

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                  Executive shall be entitled to the following benefits:

                  (i)      ACCRUED OBLIGATION. The Company shall pay to the
                           Executive (or in the event of his death, his legal
                           representative) a lump sum amount in cash equal to
                           the sum of (A) the Executive's Base Salary through
                           the Date of Termination to the extent not theretofore
                           paid; and (B), any accrued vacation pay and any other
                           amounts due the Executive as of the Date of
                           Termination, in each case to the extent not
                           theretofore paid. (The amounts specified in Clauses
                           (A) and (B) shall be hereinafter referred to as the
                           "Accrued Obligation".) The amounts specified in this
                           Section 4(b)(i) shall be paid within ten (10) days
                           after the Date of Termination;

                  (ii)     BASE SALARY. The Company shall continue to pay the
                           Executive (or, in the event of his death, his legal
                           representative) (A) for a period of one hundred and
                           twenty (120) days following the Date of Termination
                           the Executive's annual base salary in effect
                           immediately prior to the Date of Termination, in
                           accordance with the Company's general payroll
                           practices; provided, however, that in the event of
                           termination of Executive's employment by reason of
                           Disability, such base salary payments shall be
                           reduced by the amount of any disability insurance
                           proceeds paid to the Executive under any individual
                           or group policies, the premiums of which had been
                           paid by the Company or by the Executive and
                           reimbursed by the Company; and (B), a pro-rata
                           portion of any awards or payments earned by the
                           Executive under any annual cash-based incentive
                           compensation or bonus plans in respect of the fiscal
                           year in which occurs the Date of Termination, payable
                           in accordance with the Company's practices with
                           respect to the payment of bonuses;


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                  (iii)    STOCK OPTIONS. With respect to any vested options to
                           purchase the common stock of the Company, including
                           incentive stock options ("ISOs"), held by the
                           Executive on the Date of Termination, the Executive
                           (or, in the event of his death, his legal
                           representative) may exercise such options until the
                           earlier of one (1) year from the Date of Termination
                           or the expiration date of such option; and,

                  (iv)     BENEFITS. In the event of termination by reasons of
                           Disability, the Executive shall, for a period of one
                           hundred and twenty (120) days from the Date of
                           Termination, continue to participate in all savings,
                           retirement, pension, profit-sharing, 401-k, and
                           welfare plans, (including without limitation, group
                           medical, dental, hospitalization, disability, life
                           insurance plans), and fringe benefit plans
                           (collectively "the Benefits") that the Executive was
                           participating in and receiving on the Date of
                           Termination.

         (c)      TERMINATION BY THE EXECUTIVE OR THE COMPANY. If the Company
                  shall terminate the Executive's employment other than for
                  Cause during the Term following the occurrence of a Change of
                  Control, or if the Executive shall terminate his employment
                  for Good Reason during the Term following the occurrence of a
                  Change of Control, the Executive shall be entitled to the
                  following benefits:

                  (i)      ACCRUED OBLIGATION. The Company shall pay to the
                           Executive the Accrued Obligation within ten (10) days
                           after the Date of Termination.

                  (ii)     PAYMENTS. The Company shall pay to the Executive a
                           lump sum amount in cash, within ten (10) days
                           following the Date of Termination, equal to two (2)
                           times the sum of (A) the Executive's base salary then
                           in effect on the Date of Termination, and (B) the
                           highest amount of awards or compensation paid to the
                           Executive under any and all of the Company's annual
                           cash-based incentive


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                           compensation or bonus plans in respect of the three
                           most recent fiscal years of the Company ended prior
                           to the Date of Termination (the two most recent
                           fiscal years in the event the Executive has been
                           employed by the Company for less than three full
                           fiscal years or the prior fiscal year in the event
                           the Executive has been employed by the Company for
                           less than two years). If, however, on the Date of
                           Termination the Executive has been employed by the
                           Company for less than one full fiscal year, the
                           Company will pay the Executive a lump-sum amount in
                           cash, within ten (10) days following the Date of
                           Termination, equal to two (2) times the sum of (A)
                           the Executive's base salary then in effect on the
                           Date of Termination, and (B), the estimated amount of
                           the awards or the compensation that would have been
                           payable to the Executive under any and all of the
                           Company's annual cash-based incentive compensation or
                           bonus plans with respect to the fiscal year in which
                           the Date of Termination occurs. The amount of such
                           estimated annual incentive compensation or awards
                           will be determined by the Board of Directors either
                           by annualizing the amount of such annual incentive
                           compensation or awards actually paid to the Executive
                           during the fiscal year in which the Date of
                           Termination occurs or by making a reasonable estimate
                           of such compensation or awards, and such
                           determination of the Board shall be conclusive and
                           final.

                  (iii)    BENEFITS. The Executive will continue to participate
                           in the Benefits set forth in Sections 4(b)(iv) of
                           this Agreement, in effect on the Date of Termination,
                           for a period of two (2) years from the Date of
                           Termination;

                  (iv)     STOCK OPTIONS. With respect to each option to
                           purchase common stock of the Company held by the
                           Executive on the Date of Termination, all such
                           options shall become immediately exercisable in full,
                           and each option may be exercised by the Executive
                           until the earlier of (A) the two (2) year anniversary
                           date of


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                           the Date of Termination or (B) the expiration date of
                           such option. Notwithstanding the foregoing, any ISOs
                           held by the Executive on the Date of Termination may
                           not be exercised more than three (3) months after the
                           Date of Termination.

         (d)      TERMINATION FOR OTHER REASON. If the Executive's employment
                  shall be terminated by the Company for cause during the Term
                  following the occurrence of a Change of Control, or by the
                  Executive other than for Good Reason during the Term following
                  the occurrence of a Change of Control, the Company shall not
                  have any further obligations to the Executive under this
                  Agreement other than the obligation to pay to the Executive
                  the Accrued Obligation within ten (10) days of the Date of
                  Termination and any post-employment benefits to which the
                  Executive is entitled under the terms of the Company's
                  employee benefit plans.

         (e)      CERTAIN RESTRICTIONS ON PAYMENT OF COMPENSATION AND BENEFITS.
                  Notwithstanding any other provision of this Agreement to the
                  contrary, if the Company or the Executive determines (on the
                  basis of advice from the Company's independent public
                  accountants) that part or all of the consideration,
                  compensation, or benefits to be paid to the Executive under
                  this Agreement or any other arrangement, plan or policy,
                  constitutes a "parachute payment" under Section 280G(b)(2) of
                  the Internal Revenue Code of 1986, as amended, then the
                  amounts constituting a "parachute payment" which would
                  otherwise be payable to or for the benefit of the Executive
                  shall be reduced to the extent necessary so that the reduced
                  payments do not constitute a "parachute payment".

5.       ASSIGNMENT BY EXECUTIVE.

         This Agreement is personal to the Executive and, without the prior
         written consent of the Company, shall not be assignable by the
         Executive otherwise than by will or the laws of descent and
         distribution. This Agreement shall inure to the benefit of and be
         enforceable by the Executive's legal representatives.

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6.       SUCCESSORS AND ASSIGNS OF THE COMPANY.

         The rights and obligations of the Company under this Agreement shall
         inure to the benefit of and shall be binding upon the successors and
         assigns of the Company, including without limitation, any corporation,
         individual or other person or entity which may acquire all or
         substantially all of the assets and business of the Company, or with or
         into which the Company may be consolidated or merged, or any surviving
         corporation in any merger involving the Company. All references in this
         Agreement to the Company shall be deemed to include all such successors
         and assigns.

7.       ARBITRATION OF DISPUTES.

         (a)      All controversies, claims, or disputes arising out of or
                  relating to this Agreement, or the breach thereof ("disputes")
                  shall be resolved by mutual agreement of the Executive and the
                  Board, acting by majority vote. In the event the Executive and
                  the Board fail to resolve a dispute by mutual consent within
                  thirty (30) days after a notice of dispute has been received
                  by one party from the other, then such dispute shall be
                  settled by arbitration administered by the American
                  Arbitration Association ("AAA") in accordance with its
                  Commercial Arbitration Rules.

         (b)      The arbitration shall be conducted in Boston, Massachusetts,
                  by a panel of three arbitrators with one arbitrator to be
                  selected by each party (the "appointed arbitrators"), and the
                  third arbitrator to be selected by mutual agreement of the two
                  appointed arbitrators from a list provided by the AAA, or
                  otherwise (the "third arbitrator"). If the parties fail to
                  agree on the third arbitrator within thirty (30) days of their
                  appointment, then the two appointed arbitrators shall request
                  the AAA to appoint the third arbitrator. All disputes shall be
                  resolved by a majority vote of such three arbitrators.

         (c)      Each party shall pay and be responsible for (i) its own
                  attorney's fees and costs; (ii) the expenses of the arbitrator
                  selected by such party; and (iii) the expenses of its own
                  witnesses. The expenses of


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                  the third arbitrator and all other expenses of arbitration
                  shall be borne equally the parties unless a majority of the
                  three arbitrators agree that the position of either party with
                  respect to a particular dispute was without a substantial
                  basis, in which event such expenses shall be assessed
                  entirely against such party, and each party shall bear the
                  expenses of its own respective arbitrator. The parties agree
                  that the arbitrators shall not be permitted to award punitive
                  damages.

         (d)      Any judgment upon the award rendered by the arbitrators shall
                  be final and binding on the parties and may be entered in any
                  court having jurisdiction thereof.

8.       MISCELLANEOUS.

         (a)      GOVERNING LAW. This Agreement shall be governed by and
                  construed in accordance with the laws of the Commonwealth of
                  Massachusetts, without reference to its principles of
                  conflicts of law. The captions of this Agreement are not part
                  of the provisions hereof and shall have no force or effect.
                  This Agreement may not be amended, modified, repealed, waived,
                  extended or discharged except by an agreement in writing
                  signed by the party against whom enforcement of such
                  amendment, modification, repeal, waiver, extension or
                  discharge is sought. No person, other than pursuant to a
                  resolution of the Board of Directors, shall have authority on
                  behalf of the Company to agree to amend, modify, repeal,
                  waive, extend or discharge any provision of this Agreement or
                  take any other action in respect thereto.

         (b)      NOTICES. All notices and other communications hereunder shall
                  be in writing and shall be given by hand delivery to the other
                  party or by registered or certified mail, return receipt
                  requested, postage prepaid, addressed to the Company's
                  headquarters and, in the case of the Executive, to the address
                  on the signature page of this Agreement or, in either case, to
                  such other address as any party shall have subsequently
                  furnished to the other parties in writing. Notice and
                  communications

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                  shall be effective when actually received by the addressee.

         (c)      SEVERABILITY. The invalidity or unenforceability of any
                  provision of this Agreement shall not affect the validity or
                  enforceability of any other provision of this Agreement.

         (d)      TAXES. The Company may withhold from any amounts due and
                  payable under this Agreement such federal, state or local
                  taxes as shall be required to be withheld pursuant to any
                  applicable law or regulation.

         (e)      NO WAIVER. Any party's failure to insist upon strict
                  compliance with any provision hereof or the failure to assert
                  any right such party may have hereunder shall not be deemed to
                  be a waiver of such provision or right or any other provision
                  or right of this Agreement.

         (f)      ENTIRE AGREEMENT; SURVIVAL. This Agreement entered into as of
                  the date hereof between the Company and the Executive contains
                  the entire agreement of the Executive and the Company with
                  respect to the subject matter of the Agreement, and all
                  promises, representations, understandings, arrangements and
                  prior agreements, are merged into, and superseded by, this
                  Agreement. Any provision hereof which by its terms applies in
                  whole or part after a termination of the Executive's
                  employment hereunder shall survive such termination.

IN WITNESS WHEREOF, the Executive has executed this Agreement and, pursuant to
due authorization from its Board of Directors, the Company has caused this
Agreement to be executed as of the day and year first above written.


                                            THE FIRST YEARS INC.


/s/ Richard F. Schaub, Jr.                  By: /s/ Ronald J. Sidman
-------------------------------                ---------------------------------
Richard Schaub, Jr.                         Name:   Ronald J. Sidman
                                                  ------------------------------
                                            Title:  President and CEO
                                                  ------------------------------


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                                   EXHIBIT A.

                                   DEFINITIONS


1.       CAUSE.

         "Cause" shall mean (i) the willful and continued failure by the
         Executive to substantially perform the Executive's duties with the
         Company (other than any such failure resulting from the Executive's
         incapacity due to physical or mental illness) after a written demand
         for substantial performance is delivered to the Executive by the Chief
         Executive Officer of the Company ("CEO"), which demand specifically
         identifies the manner in which the CEO believes that the Executive has
         not substantially performed the Executive's duties; (ii) the willful
         commission of any fraud, misappropriation, or any other misconduct
         which is demonstrably and materially injurious to the Company,
         monetarily or otherwise, including a breach of Sections 4 or 6 of the
         Non-compete Agreement between the Company and the Executive dated
         August 29, 2000; or (iii) conviction of a felony. For purposes of
         clauses (i) and (ii) of this definition, no act, or failure to act, on
         the Executive's part, shall be deemed "willful" unless done, or omitted
         to be done, by the Executive not in good faith and without reasonable
         belief that the Executive's act, or failure to act, was in the best
         interest of the Company.

2.       CHANGE OF CONTROL.

         A "Change of Control" shall be deemed to have occurred if the event set
         forth in any one of the following paragraphs shall have occurred:

         (a)      any Person is or becomes the Beneficial Owner, directly or
                  indirectly, of securities of the Company (not including in the
                  securities beneficially owned by such Person any securities
                  acquired directly from the Company) representing 25% or more
                  of the combined voting power of the Company's then outstanding
                  securities, excluding any Person who becomes such a Beneficial
                  Owner in

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                  connection with a transaction described in clause (i) of
                  paragraph (c) below; or

         (b)      the following individuals cease for any reason to constitute a
                  majority of the number of directors then serving: individuals
                  who, on the date hereof, constitute the Board of Directors and
                  any new director (other than a director whose initial
                  assumption of office is in connection with an actual or
                  threatened election contest), whose appointment or election by
                  the Board was approved or recommended by a vote of at least
                  two-thirds (2/3) of the directors then still in office who
                  either were directors on the date hereof or whose appointment,
                  election or nomination for election was previously so approved
                  or recommended; or

         (c)      there is consummated a merger or consolidation of the Company
                  with any other corporation, other than (i) a merger or
                  consolidation which would result in the voting securities of
                  the Company outstanding immediately prior to such merger or
                  consolidation continuing to represent (either by remaining
                  outstanding or by being converted into voting securities of
                  the surviving entity or any parent thereof) at least 60% of
                  the combined voting power of the securities of the Company or
                  such surviving entity or any parent thereof outstanding
                  immediately after such merger or consolidation; or (ii) a
                  merger or consolidation effected to implement a
                  recapitalization of the Company (or similar transaction) in
                  which no Person is or becomes the Beneficial Owner, directly
                  or indirectly, of securities of the Company (not including in
                  the securities beneficially owned by such Person any
                  securities acquired directly from the Company) representing
                  25% or more of the combined voting power of the Company's then
                  outstanding securities; or

         (d)      the stockholders of the Company approve a plan of complete
                  liquidation or dissolution of the Company or there is
                  consummated an agreement for the sale or disposition of the
                  Company of all or substantially all of the Company's assets,
                  other than a sale or disposition by the Company of all or
                  substantially all of the Company's assets to an

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                  entity, at least 60% of the combined voting power of the
                  voting securities of which are owned by stockholders of the
                  Company in substantially the same proportions as their
                  ownership of the Company immediately prior to such sale.

         For purposes of this definition, "Beneficial Owner" shall have the
         meaning set forth in Rule 13d-3 under the Exchange Act; "Exchange Act"
         shall mean the Securities Exchange Act of 1934, as amended from time to
         time; and "Person" shall have the meaning given in Section 3(a)(9) of
         the Exchange Act, as modified and used in Sections 13(d) and 14(d)
         thereof, except that such term shall not include (i) the Company or any
         of its subsidiaries; (ii) a trustee or other fiduciary holding
         securities under an employee benefit plan of the Company or any of its
         "affiliates" within the meaning set forth in Rule 12b-2 promulgated
         under Section 12 of the Exchange Act; (iii) an underwriter temporarily
         holding securities pursuant to an offering of such securities; or (iv)
         a corporation owned, directly or indirectly, by the stockholders of the
         Company in substantially the same proportions as their ownership of
         stock of the Company.


3.       DATE OF TERMINATION.

         "Date of Termination" means (i) if the Executive's employment is
         terminated by the Executive for Good Reason, the date of receipt of the
         Notice of Termination or any later date specified therein, as the case
         may be; (ii) if the Executive's employment is terminated by the
         Executive for any reason (other than for Good Reason) thirty (30) days
         after Notice of Termination is given; (iii) if the Executive's
         employment is terminated by the Company, the date on which the Company
         notifies the Executive of such termination (except in the event of a
         termination for Cause); (iv) if the Executive's employment is
         terminated for Disability, the date of receipt of the Notice of
         Termination; and (v) if the Executive's employment is terminated by
         reason of death, the date of death.

4.       DISABILITY.

         "Disability" shall be deemed to occur if, as a result of the
         Executive's incapacity due to physical or mental illness, (i) the
         Executive shall have been absent from


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         the full-time performance of his duties with the Company for a period
         of one hundred and twenty (120) consecutive calendar days; and (ii) the
         Company shall have given the Executive a Notice of Termination for
         Disability.

5.       GOOD REASON.

         "Good Reason" shall mean the occurrence without the written consent of
         the Executive of any of the following events that has not been fully
         cured within thirty (30) days after written notice thereof has been
         given by the Executive to the Company:

                  (i)      Any significant diminution in the Executive's
                           position, duties, responsibilities, power, title or
                           office as in effect immediately prior to a Change
                           of Control;

                  (ii)     Any reduction in Executive's annual base salary as in
                           effect on the date hereof or as the same may be
                           increased from time to time during the Term.

                  (iii)    The failure of the Company to continue in effect any
                           material annual incentive compensation or bonus plan
                           in which the Executive participates immediately prior
                           to the Change of Control, unless an equitable
                           arrangement (embodied in an ongoing substitute or
                           alternative plan) has been made with respect to such
                           plan, or the failure by the Company to continue
                           Executive's participation therein (or in such
                           substitute or alternative plan) on a basis not
                           materially less favorable, both in terms of the
                           amount of benefits provided and the level of
                           Executive's participation relative to other
                           participants, as existed at the time of the change of
                           Control, or the failure by the Company to award cash
                           bonuses to its executives in amounts substantially
                           consistent with past practice in light of the
                           Company's financial performance;

                  (iv)     The failure by the Company to continue to provide
                           Executive with benefits substantially similar to
                           those enjoyed by


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                           him under any of the Company's retirement, pension,
                           401-k, profit sharing plans or group life insurance,
                           medical, dental, hospitalization, or disability plans
                           in which Executive was participating at the time of
                           the Change of Control, or the taking of any action by
                           the Company which would directly or indirectly
                           materially reduce any of such benefits; or,

                  (v)      Any requirement by the Company or of any person in
                           control of the Company that the location at which
                           Executive performs his principal duties for the
                           Company be changed to a new location outside a radius
                           of fifty (50) miles from the Company's current
                           headquarters in Avon, Massachusetts.

6.       NOTICE OF TERMINATION.

         Any termination by the Company or by the Executive shall be
         communicated by Notice of Termination to the other party hereto given
         in accordance with Section 8(b) of this Agreement. For purposes of this
         Agreement, a "Notice of Termination" means a written notice which (i)
         indicates the specific termination provision in this Agreement, relied
         upon; (ii) to the extent applicable, sets forth in reasonable detail
         the facts and circumstances claimed to provide a basis for termination
         of the Executive's employment under the provision so indicated; and
         (iii) if the Date of Termination is other than the date of receipt of
         such notice, specifies the termination date which date shall be not
         more than thirty (30) days after the giving of such notice. A Notice of
         Termination for Cause is required to include a good faith opinion of
         the CEO that the Executive was guilty of conduct set forth in clauses
         (i) or (ii) of the definition of Cause herein, and specifying the
         particulars thereof in detail.


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