Exhibit 10.14.1  EIGHTH
AMENDMENT AGREEMENT AND ALLONGE  THIS EIGHTH
AMENDMENT AGREEMENT  AND ALLONGE
is made effective as of the 30th day of January, 2008, by and among Bank of America, N.A., a national banking association, with
an office located at 111 Westminster Street, Providence, Rhode Island (the Lender),
andSummer Infant (USA), Inc.,a Rhode Island corporation, formerly known as
SII Acquisition, Inc., as successor by merger with Summer Infant, Inc.(SII), Summer Infant Europe Limited,a private
company limited by shares organized under the laws of England and Wales with
registered number 04322137 (SIE), and Summer
Infant Asia Limited,a Hong Kong corporation (SIA), all with a
principal place of business located at1275 Park East Drive, Woonsocket, Rhode Island
(SII, SIE, and SIA herein individually referred to as a Borrower and
collectively referred to as the Borrowers).  PURPOSE A.  The Lender and the Borrowers entered into
that certain Revolving Credit Agreement dated July 19, 2005 (the Loan
Agreement) with respect to a revolving line of credit (the Revolving Loan)
from the Lender to the Borrowers providing borrowing availability up to
$7,500,000, which Loan Agreement was heretofore amended pursuant to that
certain Amendment Agreement and Allonge between the Lender and the Borrowers
dated as of December 29, 2005 (the First Amendment), which First
Amendment increased the borrowing availability under the Revolving Loan to
$11,000,000, that certain Second Amendment Agreement and Allonge between the


Lender and the Borrowers
dated as of April, 2006 (the Second Amendment), which Second Amendment
extended the maturity of the Revolving Loan, that certain Third Amendment
Agreement and Allonge between the Lender and the Borrowers dated as of July 31,
2006 (the Third Amendment), which Third Amendment increased the borrowing
availability under the Revolving Loan to $13,000,000 and further extended the
maturity of the Revolving Loan, that certain Fourth Amendment Agreement and
Allonge between the Lender and the Borrowers dated as of December 21, 2006
(the Fourth Amendment), which Fourth Amendment increased the borrowing
availability under the Revolving Loan to $17,000,000, that certain Assumption
and Modification Agreement  Revolving Debt dated March 6, 2007 among
Summer Infant, Inc., SII, and the Lender (the Fifth Amendment), by which
SII, as successor by merger with Summer Infant, Inc., assumed the
obligations of Summer Infant, Inc. under the Loan Agreement, the Note, and
the Security Documents, and the Lender consented to the merger between Summer
Infant, Inc. and SII, that certain Sixth Amendment Agreement and Allonge
between the Lender and the Borrowers dated as of June 27, 2007 (the Sixth
Amendment), which Sixth Amendment increased the borrowing availability under
the Revolving Loan to $18,500,000 and further extended the maturity of the
Revolving Loan, and that certain Seventh Amendment Agreement and Allonge
between the Lender and the Borrowers dated as of                         
      , 2007 (the Seventh Amendment), which
Seventh Amendment increased the borrowing availability under the Revolving Loan
to $22,000,000 and further extended the maturity of the Revolving Loan.  All capitalized terms not otherwise defined
herein shall have the meanings set forth in the Loan  2


Agreement.  B.  The Revolving Loan Advances made under the
Revolving Loan and the Borrowers obligations thereunder are evidenced by that
certain Secured Promissory Note of the Borrowers payable to the order of the
Lender in the principal amount of $7,500,000 dated July 19, 2005, which
principal amount was (i) increased to $11,000,000 pursuant to the terms of
the First Amendment, (ii) further increased to $13,000,000 pursuant to the
terms of the Third Amendment, (iii) further increased to $17,000,000
pursuant to the terms of the Fourth Amendment, (iv) further increased to
$18,500,000 pursuant to the terms of the Sixth Amendment, and (v) further
increased to $22,000,000 pursuant to the terms of the Seventh Amendment (said
Secured Promissory Note, as amended by the First Amendment, the Second
Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the
Sixth Amendment, and the Seventh Amendment herein collectively the Note).  C.  Borrowers and Lender desire to further
increase the borrowing availability under the Revolving Loan.  NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:  1.The definition
of Borrowing Limit in Section 1.01 of the Loan Agreement, as heretofore
amended, is hereby further amended in its entirety to read as follows:  Borrowing Limit means an amount
which shall not exceed the lesser of (a) Twenty-Five Million Dollars
($25,000,000) or (b) the aggregate Dollar Equivalent of (i) eighty-five
percent (85%) of Total Eligible Toys R Us Receivables outstanding from time to
time, plus (ii) eighty-five percent (85%) of   3


Total
Eligible Target Receivables outstanding from time to time, plus (iii) eighty
percent (80%) of Eligible Domestic Receivables outstanding from time to time, plus
(iv) sixty percent (60%) of the value of Eligible Domestic Inventory, plus
(v) fifty percent (50%) of the value of Eligible Foreign Inventory, plus
(vi) fifty-five percent (55%) of the value of Intransit Inventory, plus
(vii) sixty percent (60%) of Eligible Foreign Receivables outstanding from
time to time; provided, however, the amount available for advances against
Eligible Domestic Inventory, Intransit Inventory, and Eligible Foreign
Inventory shall not exceed the lesser of 
(A) Twelve Million Dollars ($12,000,000) or (B) one-half of
the borrowing availability under (b) (i) through (vii) above; less
one hundred percent (100%) of the undrawn amount of outstanding Letters of
Credit.  2.The reference
to the dollar symbol and amount $22,000,000 in the upper right hand corner on
page 1 of the Note is hereby deleted and the symbol and number $25,000,000
is substituted therefor and inserted in place thereof. The reference to the
principal amount of Twenty-Two Million Dollars ($22,000,000) in the eighth
and ninth lines of the first paragraph on page 1 of the Note is hereby
deleted and Twenty-Five Million Dollars ($25,000,000) is substituted therefor
and inserted in place thereof.  3.An original of
this Agreement shall be attached to and made a part of the Note.  4.SII
acknowledges and agrees that the increase in the borrowing availability under
the Revolving Loan evidenced by this Agreement constitutes Obligations, as
such term is defined in the Security Agreement, and thus shall be secured
thereby. Section 1.23 of the Security Agreement is hereby amended in its
entirety to read as follows:  1.23.  Promissory Note
shall mean that certain Secured Promissory Note of the Debtor, Summer Infant
Europe Limited, and Summer Infant Asia Limited payable to the order of the
Secured Party, dated July 19, 2005 and in the face amount of Seven Million
Five Hundred Thousand Dollars ($7,500,000), as increased in amount to Eleven
Million Dollars ($11,000,000) pursuant to that certain Amendment Agreement and
Allonge among the Debtor, Summer Infant   4


Europe
Limited, Summer Infant Asia Limited and the Secured Party dated December 29,
2005, as further increased in amount to Thirteen Million Dollars ($13,000,000)
pursuant to that certain Third Amendment Agreement and Allonge among the
Debtor, Summer Infant Europe Limited, Summer Infant Asia Limited and the
Secured Party dated July 31, 2006, as further increased in amount to
Seventeen Million Dollars ($17,000,000) pursuant to that certain Fourth
Amendment Agreement and Allonge among the Debtor, Summer Infant Europe Limited,
Summer Infant Asia Limited and the Secured Party dated December 21, 2006,
as further increased in amount to Eighteen Million Five Hundred Thousand
Dollars ($18,500,000) pursuant to that certain Sixth Amendment Agreement and
Allonge among the Debtor, Summer Infant Europe Limited, Summer Infant Asia
Limited and the Secured Party dated June 27, 2007, as further increased in
amount to Twenty-Two Million Dollars ($22,000,000) pursuant to that certain
Seventh Amendment Agreement and Allonge among the Debtor, Summer Infant Europe
Limited, Summer Infant Asia Limited and the Secured Party dated
                      
      , 2007, and as further increased in amount
to Twenty-Five Million Dollars ($25,000,000) pursuant to that certain Eighth
Amendment Agreement and Allonge among the Debtor, Summer Infant Europe Limited,
Summer Infant Asia Limited and the Secured Party dated January       ,
2008 .  5.All security for the
Revolving Loan and the Note now existing or hereafter granted to Lender,
including without limitation all security evidenced, granted or governed by the
Security Documents shall be security for the Revolving Loan and the Note as
amended by this Agreement.  6.All references
to the Loan Agreement, wherever, whenever or however made or contained, are
hereby deemed to be references to the Loan Agreement, as modified by this
Agreement.  All references to the Note,
wherever, whenever or however made or contained, are hereby deemed to be references
to the Note, as modified by the First Amendment and this Agreement.  7.By executing
this Agreement on behalf of Borrower in the space designated below, the
individual so signing represents and warrants to Lender that he or she has full
power and authority to execute this Agreement and to bind Borrower, and   5


that all corporate actions necessary to authorize and approve execution
of this Agreement, and by such individual, have been taken prior to the
execution hereof.  8.This Agreement
shall be binding upon and shall inure to the benefit of Borrower and Lender,
and their respective heirs, administrators, executors, successors, and
assigns.  This Agreement has been made in
the State of Rhode Island and shall be governed, construed, applied, and
enforced in accordance with the laws of such state without resort to its
conflict of laws rules.  Whenever
possible, each provision of this Agreement shall be interpreted in such a
manner as to be effective and valid under applicable law; should any provision
of this Agreement be declared invalid for any reason in any jurisdiction, such
declaration shall have no effect upon the remaining portions of this
Agreement.  In addition, the entirety of
this Agreement shall continue in full force and effect in all jurisdictions and
said remaining portions of this Agreement shall continue in full force and
effect in the subject jurisdiction as if this Agreement had been executed with
the invalid portions thereof deleted.  9.Except as
amended hereby, all other terms and provisions of the Loan Agreement, the Note,
and the Security Agreement are hereby ratified and confirmed.  10.The Borrowers
hereby warrant that all of the representations and warranties contained in the
Loan Agreement are true and correct as of the date hereof and that no Event of
Default (as defined in the Loan Agreement) has occurred and is continuing.  REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK  6


IN WITNESS WHEREOF, the parties hereto have caused this
Eighth Amendment Agreement and Allonge to be executed as of the date first
above written.  Bank
  of America, N.A.By:
  /s/ David J. AngellDavid
  J. Angell, Senior Vice PresidentSummer
  Infant (USA), Inc.By:
  /s/
  Jason MacariName:
  Jason
  MacariTitle:
  Chief
  Executive OfficerSummer
  Infant Europe LimitedBy:
  /s/
  Jason MacariName:
  Jason
  MacariTitle:
  Chief
  Executive OfficerSummer
  Infant Asia LimitedBy:
  /s/
  Jason MacariName:
  Jason MacariTitle:
  Chief
  Executive Officer  7