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                                                                 Exhibit (10)(m)


                              NON-COMPETE AGREEMENT

This AGREEMENT (the "Agreement") dated August 29, 2000 (the "Effective Date") by
and between Richard Schaub, Jr. (the "Executive") and The First Years Inc., a
Massachusetts corporation and its subsidiaries (together called the "Company").

In consideration of the employment of the Executive by the Company and the
payments and benefits to be provided by the Company to the Executive under this
agreement, as well as the Executive's entering into a Change of Control
Agreement with the Company on this date and the mutual promises and the
respective covenants and agreements of the parties herein contained, the parties
hereto agree as follows:

1.       DEFINITIONS.

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

2.       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.


3.       TERMINATION BY THE EXECUTIVE.

         If the Executive terminates his employment for any reason, he agrees to
         give Notice of Termination to the Chief Executive Officer of the
         Company at least sixty (60) days prior to the Date of Termination.

4.       NON-COMPETITION AND NON-SOLICITATION.

         (a)      The Executive agrees that if his employment is terminated
                  prior to the occurrence of a Change of Control by the Company
                  for any reason other than


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                  for Cause or Disability, or by the Executive for any reason,
                  then for a period of one (1) year following the Date of
                  Termination he shall not (i) directly or indirectly, whether
                  as owner, partner, shareholder, agent, consultant,
                  co-venturer, employee or otherwise, or through any person as
                  hereafter defined, engage in the business of developing or
                  selling products which are competitive with the products that
                  on the Date of Termination of his employment are being sold or
                  under development by the Company in any of the countries in
                  which the Company is doing business on the Date of
                  Termination; or (ii) employ, recruit, or otherwise solicit or
                  induce any employee, agent, distributor, supplier, customer,
                  or consultant of the Company to terminate their employment or
                  otherwise cease their relationship with the Company.

         (b)      Section 4(a) shall not bind the Executive following the
                  termination of the Executive's employment if a Change of
                  Control occurs after the Date of Termination of his employment
                  during the one (1) - year period referenced in Section 4(a).


         (c)      For purposes of Section 4(a), the term "Person" shall mean an
                  individual, a corporation, an association, a partnership, an
                  estate, a trust, and any other entity or organization.

         (d)      In the event that any provision of this Section 4 is
                  determined by any court of competent jurisdiction to be
                  unenforceable by reason of its extending for too great a
                  period of time, or over too great a range of activities, it
                  shall be interpreted to extend only over the maximum period of
                  time, or range of activities, as to which it may be
                  enforceable.

         (e)      If the Executive's employment is terminated by the Executive
                  for any reason prior to the occurrence of a Change of Control,
                  the Company may, in its sole discretion, choose to enforce or
                  not enforce the non-compete provision in Section 4(a); and in
                  the event the Company chooses to enforce such non-compete
                  provision, the Company will provide the Termination Benefits
                  set forth in Section 5(a).


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5.       TERMINATION OF EXECUTIVE'S EMPLOYMENT AND SEVERANCE PAYMENTS PRIOR TO
         A CHANGE OF CONTROL.

         (a)      TERMINATION BENEFITS.

                  In consideration of the Executive's agreement not to compete,
                  not to solicit or hire, to maintain the Confidential
                  Information in confidence, to cooperate, and such other
                  agreements set forth in Sections 4 and 6, the Company agrees
                  that in the event the Executive's employment is terminated
                  prior to the occurrence of a Change of Control by the Company
                  for any reason other than for Cause or Disability, then the
                  Company will provide the Executive, in addition to the Accrued
                  Obligation as defined in Exhibit A, the following payments and
                  benefits ("Termination Benefits"):

                  (i)      The Executive's base salary then in effect for a one
                           (1)-year period following the Date of Termination (to
                           be paid in twelve (12) equal monthly installments),
                           reduced by the amount, if any, that the Executive
                           earns from any other new employment or
                           self-employment during such one (1) year period (the
                           "Severance Payments"); and

                  (ii)     For a one (1)-year period following the Date of
                           Termination (the "Termination Benefits Period") the
                           benefits then in effect for executive officers of the
                           Company other than any cash-based or equity-based
                           incentive compensation or bonus plans (the "Employee
                           Benefits"); provided, however, that such Employee
                           Benefits shall cease within five (5) business days of
                           the commencement of any new employment or
                           self-employment during the Termination Benefits
                           Period; and provided further that the Executive
                           continues to comply with his obligations under
                           Sections 4 and 6 set forth herein.


         (b)      COMPANY' DISCRETION TO ENFORCE NON-COMPETE.

                  If the Executive's employment is terminated by the Executive
                  for any reason prior to the occurrence of


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                  a Change of Control, the Company may, in its sole discretion,
                  choose to enforce or not to enforce the non-compete provision
                  set forth in Section 4(a) for a period of twelve (12) months
                  after the Executive's employment is terminated. If the Company
                  chooses to enforce Section 4(a) after the Executive
                  terminates his employment with the Company prior to a Change
                  of Control, the Company shall continue to pay and provide to
                  the Executive the Severance Payments for a one (1) year period
                  following the Date of Termination, reduced by the amount, if
                  any, that the Executive earns from any other new employment or
                  self-employment during such one (1) year period, and the
                  Employee Benefits; provided, however, that the Employee
                  Benefits shall cease within five (5) business days of the
                  commencement of any new employment or self-employment during
                  such one (1) year period and provided further that the
                  Executive continues to comply with his obligations under
                  Section 4(a) set forth above. Nothing in this Section 5(b)
                  shall limit the provisions of Section 7.

         (c)      EXECUTIVE'S OBLIGATION TO GIVE NOTICE OF NEW EMPLOYMENT.

                  The Executive shall be obligated to give prompt notice, within
                  five (5) business days of the date of commencement of any
                  employment or self-employment during the Termination Benefits
                  Period, and shall respond promptly to any reasonable inquiries
                  concerning any employment or self-employment in which the
                  Executive engages during the Termination Benefits Period,
                  including the compensation and benefits payable to the
                  Executive from any new employment or self-employment.

         (d)      TERMINATION FOR CAUSE, DISABILITY, OR BY THE EXECUTIVE PRIOR
                  TO A CHANGE OF CONTROL.

                  In the event the Company terminates the Executive's employment
                  for Cause or Disability or the Executive terminates his
                  employment for any reason prior to the occurrence of a Change
                  of Control, and the Company chooses not to enforce the
                  non-competition provision in Section 4(a), the Company shall
                  not have any further obligations under this Agreement


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                  other than the obligation to pay the Accrued Obligation as
                  defined in Exhibit A 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 benefits plan.

6.       CONFIDENTIAL INFORMATION.

         (a)      CONFIDENTIAL INFORMATION. As used in this Agreement,
                  "Confidential Information" means information belonging to the
                  Company which is of value to the Company in the course of
                  conducting its business and the disclosure of which could
                  result in a competitive or other disadvantage to the Company.
                  Confidential Information includes, without limitation,
                  financial information, reports and forecasts, inventions,
                  improvements, and other intellectual property; trade secrets,
                  know-how, designs, processes or formulae; software, market or
                  sales information or plans; customer lists and business plans,
                  prospects and opportunities (such as possible acquisitions or
                  dispositions of businesses or facilities) which have been
                  discussed or considered by the management of the Company.
                  Confidential Information includes information developed by the
                  Executive in the course of the Executive's employment by the
                  Company; as well as other information to which the Executive
                  may have access in connection with the Executive's employment.
                  Confidential Information also includes the Confidential
                  Information of others with whom the Company has a business
                  relationship. Notwithstanding the foregoing, Confidential
                  Information does not include information in the public domain,
                  unless due to breach of the Executive's duties under this
                  Section 6(a).

         (b)      CONFIDENTIALITY. The Executive understands and agrees that the
                  Executive's employment creates a relationship of confidence
                  and trust between the Executive and the Company with respect
                  to all Confidential Information. At all times, both during the
                  Executive's employment with the Company and for a period of
                  one (1) year after termination of the Executive's employment,
                  the Executive will keep in confidence and trust all such
                  Confidential


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                  Information and will not use or disclose any such Confidential
                  Information without the written consent of the Company, except
                  as may be necessary in the ordinary course of performing the
                  Executive's duties to the Company.

         (c)      INVENTIONS. The Executive agrees that he will communicate to
                  the Company promptly and fully all discoveries, improvements,
                  and inventions (hereinafter called "inventions") and all
                  writings, drawings, and other works of authorship (hereinafter
                  called "works of authorship") made or conceived or created or
                  authored by him (either solely or jointly with others) during
                  his employment and, as to inventions, for six months
                  thereafter, which are along the lines of the actual or
                  anticipated business, work, or investigations of the Company
                  or which result from or are suggested by any work he may do
                  for the Company; and such inventions, whether patented or not,
                  and works of authorship and any copyrights therein, arising
                  from his employment shall be and remain the sole and exclusive
                  property of the Company or its nominees. The Executive agrees
                  to keep and maintain adequate and current written records of
                  all such inventions and works of authorship, in the form of
                  notes, drafts, layouts, sketches, drawings, reports and the
                  like relating thereto, which records shall be and remain the
                  property of and available to the Company at all times. The
                  Executive agrees that he will, during and after his employment
                  with the Company, without charge to the Company, but at its
                  request and expense, assist the Company and its nominees in
                  every proper way to obtain and vest in it or them title to,
                  and to maintain and support the validity of, patents and
                  copyrights on the inventions and works of authorship referred
                  to above, in all countries, by executing all necessary or
                  desirable documents, including applications for patents and
                  copyrights, assignments thereof, assignments of priority
                  rights thereof and such other lawful documents as may be
                  requested.

         (d)      REASONABLE IN SCOPE. The Executive understands that the
                  restrictions set forth in this Section 6 are intended to
                  protect the Company's interest in the Confidential Information
                  and established employee,

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                  customer, and supplier relationships and goodwill, and agrees
                  that such restrictions are reasonable and appropriate for this
                  purpose.

         (e)      DOCUMENTS, RECORDS, ETC. All documents, records, data,
                  apparatus, equipment and other physical property whether or
                  not pertaining to Confidential Information, which are
                  furnished to the Executive by the Company, or are produced by
                  the Executive in connection with the Executive's employment,
                  will be and remain the sole property of the Company. The
                  Executive will return to the Company all such materials and
                  property as and when requested by the Company; in any event,
                  the Executive will return all such materials and property
                  immediately upon termination of the Executive's employment for
                  any reason. The Executive will not retain with the Executive
                  any such material or property or any copies thereof after such
                  termination.

         (f)      LITIGATION AND REGULATORY COOPERATION.

                  During and after the Executive's employment, the Executive
                  shall cooperate fully with the Company in the defense or
                  prosecution of any claims or actions now in existence or which
                  may be brought in the future against or on behalf of the
                  Company which relate to events or occurrences that transpired
                  while the Executive was employed by the Company. The
                  Executive's full cooperation in connection with such claims or
                  actions shall include, but not be limited to, being available
                  to meet with counsel to prepare for discovery or trial and to
                  act as a witness on behalf of the Company at mutually
                  convenient times. During and after the Executive's employment,
                  the Executive also shall cooperate fully with the Company in
                  connection with any investigation or review of any federal,
                  state, or local regulatory authority as any such investigation
                  or review relates to events or occurrences that transpired
                  while the Executive was employed by the Company. The Company
                  shall reimburse the Executive for any reasonable out-of-pocket
                  expenses incurred after the Executive's Employment; the
                  Company shall reimburse the Executive for any reasonable
                  out-of-pocket expenses and at a rate of $700 per half day of
                  the time spent in


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                  the performance of the Executive's obligations under this
                  Section 6(f).

7.       INJUNCTIONS.

         The Executive agrees that it would be difficult to measure any damages
         caused to the Company which might result from any breach by the
         Executive of the promises set forth in Sections 4 and 6, and that in
         any event, money damages would be an inadequate remedy for any such
         breach. Accordingly, subject to Sections 4 and 6 of this Agreement, the
         Executive agrees that if the Executive breaches, or proposes to breach,
         any portion of this Agreement, the Company shall be entitled, in
         addition to all other remedies that it may have, to an injunction or
         other appropriate equitable relief to restrain any such breach without
         showing or proving any actual damages to the Company.

8.       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.

9.       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.

10.      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


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                  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 the third arbitrator and all other
                  expenses of arbitration shall be borne equally by 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.


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11.      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 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


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                  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, whether in writing or otherwise, 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.       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.

2.       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 Section 4 or 6 of this
         Non-compete Agreement; 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.

3.       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:


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         (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 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


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                  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 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.

4.       DATE OF TERMINATION.

         "Date of Termination" means (i) if the Executive's employment is
         terminated by the Executive for any reason, sixty (60) days after
         Notice of Termination is given; (ii) 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); (iii) if the Executive's employment is terminated for
         Disability, the date of receipt of the Notice of Termination; and (iv)
         if the Executive's employment is terminated by reason of death, the
         date of death.


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5.       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 the full-time performance of his
         duties with the Company for a period of ninety (90) consecutive
         calendar days; and (ii) the Company shall have given the Executive a
         Notice of Termination for Disability.

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 11(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
         (but at least sixty (60) days in the case of termination of employment
         by the Executive for any reason.) A Notice of Termination for Cause is
         required to include a good faith opinion of the Chief Executive Officer
         of the Company (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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