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                                                                 EXHIBIT 10(o)


This Agreement is made as of the 12th day of August, 1997 (the "Effective Date")
by and between Wayne Shea ("I") and THE FIRST YEARS INC. (the "Company").

In consideration of my employment with the Company, its subsidiaries,
affiliates, successors, or assigns, and the compensation hereafter paid to me by
the Company, I agree as follows:

1.   I recognize that during my employment with the Company I will receive,
     develop, or otherwise acquire information which is of a confidential or
     secret nature. Except as authorized in writing by the Company, I will not
     disclose or use, directly or indirectly, during or after my employment with
     the Company, any information of the Company which I obtain during the
     course of my employment, including information relating to inventions,
     products, product specifications, processes, procedures, machinery,
     apparatus, prices, discounts, manufacturing costs, business affairs, future
     business or product plans, ideas, technical data, the Company's customers,
     sources of supply, planned advertising, promotion or marketing, or other
     information which is of a secret or confidential nature, whether or not
     acquired or developed by me. My obligation under this paragraph shall not
     apply to information known by me prior to my employment with the Company,
     information generally known in the Company's field of business, information
     known to others hereafter without fault by me, or information disclosed to
     me by a third party without restriction and without breach of obligation to
     the Company.

2.   I 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 me
     (either solely or jointly with others) during my 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 I may do for the Company;
     and such inventions, whether patented or not, and works of authorship and
     any copyrights therein, arising from my employment shall be and remain the
     sole and exclusive property of the Company or its nominees.

3.   I will, during my employment, 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


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     relating thereto, which records shall be and remain the property of and
     available to the Company at all times.

4.   I will, during and after my 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 in paragraph 2, 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, and I agree to do such other lawful acts as may be requested for
     said purposes.

5.   Upon the termination of my employment by the Company, I agree to deliver to
     the Company all property of the Company, including all documents and things
     evidencing or relating to the subject matter of this Agreement, and
     including without limitation, the documents referred to in Paragraph 3
     above.

6.   During the course of my employment by the Company, and for a period of 18
     months after the termination of my employment by the Company for any reason
     whatsoever, I shall not engage or become interested, directly or
     indirectly, as an employee, owner, consultant, officer, director or
     partner, through stock ownership, investment of capital, lending of money
     or property, rendering of services or otherwise, either alone or in
     association with others, in the operation of any type of business or
     enterprise competitive with the Company's business of developing,
     marketing, and distributing products for infants, toddlers, and young
     children (a "competitor company,") regardless of where such competitor
     company sells its products or where such competitor company is located.

7.   My holding (individually or otherwise) of any investment in any business or
     enterprise other than the Company shall not be deemed to be a violation of
     Paragraph 6 if such investment does not constitute over 5% of the
     outstanding issue of such security, and I do not otherwise accept
     employment with, act as a consultant to, become an officer, director, or
     partner of, or otherwise become actively associated with the issuer of such
     security.

8.   I recognize, acknowledge and agree that the foregoing limitations of
     Paragraphs 6 and 7 are reasonable and


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     properly required for the adequate protection of the Company's business and
     do not preclude me from pursuing my livelihood. However, if any such
     limitation is found by any court of competent jurisdiction to be
     unenforceable because it extends for too long a period of time or over too
     great a range of activities or in too broad a geographic area, it shall be
     interpreted to extend only over the maximum period of time, range of
     activities or geographic area as to which it may be enforceable.

9.   In further consideration of my services and the agreement not to compete
     set forth in Paragraph 6, the Company agrees that in the event the Company
     terminates my employment for any reason (other than in the event of my
     death, Disability, or for Cause as defined in Paragraph 10 below) , then
     the Company (1) will continue to pay me my base salary (then in effect) for
     a twelve (12) month period (to be paid in twelve (12) equal monthly
     installments), reduced by the amount, if any, that I earn from other
     employment during such 12-month period; and (2) continue to provide the
     benefits (then in effect for executive officers), provided I continue to
     comply with my obligations under Paragraphs 1 through 7 during such
     12-month period. Notwithstanding the foregoing, I will not participate in
     the Company's Annual Incentive Plan, 1993 Equity Incentive Plan (or similar
     cash-based or equity-based bonus plans then in effect for executive
     officers), or Pension/401K Plans during such 12-month post-employment
     period. Although I am not under any obligation to seek new employment, in
     the event I do obtain new employment during such 12- month period, the
     Company will cease providing the benefits on the day I obtain new
     employment. In the event I leave the employ of the Company voluntarily, no
     severance payments and/or benefits will be paid to me by the Company.

10.  Termination for Cause for purposes of this Agreement shall be limited to
     termination for: (i) My gross, willful, and deliberate failure to perform a
     substantial portion of my duties hereunder for reasons other than
     disability, which failure continues for more than sixty (60) days after the
     Company gives written notice to me, setting forth in reasonable detail the
     nature of such failure; or (ii) conviction of a felony by a court of
     competent jurisdiction which is upheld upon appeal to a higher court, or
     upon the lapse of an appeal period if no appeal is taken from such
     conviction. Any termination for Cause shall be approved by the majority
     vote of the members of the Company's Board of Directors.

     Disability, for purposes of this Agreement, shall be limited to the
     following situations: (1) If I suffer any illness, disability, or
     incapacity which prevents me


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     from substantially performing my duties, and such illness, disability or
     incapacity shall be deemed by a duly-licensed physician (who may be my
     personal physician) to be permanent; or (2) I am unable to substantially
     perform my duties for a period of twelve (12) consecutive months by reason
     of illness, disability, or incapacity, and the Board, by majority vote of
     its members, determines that I am permanently disabled.

11.  If I violate any provisions of this Agreement, then the time limitations
     set forth in this Agreement shall be extended for a period of time equal to
     the period of time during which such breach occurs and, in the event the
     Company is required to seek relief from such breach before any court,
     board, or other tribunal, then the time limitation shall be extended for a
     period of time equal to the pendency of such proceedings, including all
     appeals.

12.  I acknowledge that any breach of this Agreement by me may give rise to
     irreparable injury to the Company, which may not be adequately compensated
     by damages. Moreover, I acknowledge that to the extent that any breach of
     this Agreement by me may give rise to injury to the Company, which may be
     adequately compensated by damages, such damages are difficult or impossible
     to calculate. Accordingly, in the event of a breach or threatened breach of
     Paragraphs 1 through 7 of this Agreement by me, the Company shall have, in
     addition to any remedies it may have at law, the right to an injunction or
     other equitable relief to prevent the violation of its rights hereunder.

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

     (b) This Agreement supersedes all previous agreements, written or oral,
     between the Company and me relating to the subject matter of this
     Agreement. This Agreement may not be modified, changed or discharged in
     whole or in part, except by an agreement in writing signed by the Company
     and me. This Agreement shall be binding upon me and my heirs and personal
     representatives, and shall inure to the benefit of the Company and its
     successors, assigns and nominees, provided that Paragraph 1 above shall be
     binding upon such heirs and personal representatives only to the extent
     that they obtain from me confidential information of the Company.

     (c) No delay or omission by the Company in exercising any right under this
     Agreement shall operate as a waiver of that or any other right. A waiver or
     consent given


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     by the Company on any one occasion is effective only in that instance and
     shall not be construed as a bar to or waiver of any right on any other
     occasion.

     (d) I expressly consent to be bound by the provisions of this Agreement for
     the benefit of the Company or any parent, subsidiary, or affiliate thereof,
     without the necessity for any separate execution of this Agreement in favor
     of such parent, subsidiary, or affiliate.

     (e) This Agreement is governed by the laws of the Commonwealth of
     Massachusetts, without giving effect to conflict of laws provisions
     thereof.


                                                   By: /s/ Wayne Shea
                                                      --------------------------
                                                           Wayne Shea


                                                   Agreed to and accepted by

                                                   THE FIRST YEAR INC.


                                                   By: /s/ Rona1d J. Sidman
                                                      --------------------------
                                                           Rona1d J. Sidman

                                                   Title:  President
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