<PAGE>   1

                      EMPLOYMENT AND CONSULTING AGREEMENT

         This Employment and Consulting Agreement (the "Agreement") is entered
into between Michael S. Bernstein and Safety 1st, Inc. (the "Company"),
effective as of the Effective Date, as defined below.

                                  WITNESSETH:

         WHEREAS, Mr. Bernstein is employed by the Company as its Executive Vice
President; and

         WHEREAS, the Company and Mr. Bernstein were parties to an expired
Employment Agreement made as of April 8, 1993 (the "Employment Agreement");

         WHEREAS, the Company and Mr. Bernstein seek to continue Mr. Bernstein's
employment as Executive Vice President for a further period and thereafter
modify their employment relationship to employment as a Consultant for a
specified term;

         WHEREAS, after the end of his employment as Executive Vice President,
Mr. Bernstein intends to engage in the business of developing and selling
product ideas; and

         WHEREAS, Mr. Bernstein and the Company desire to resolve fully and
finally any possible differences between them;

         NOW, THEREFORE, in consideration of the mutual promises contained in
this Agreement, Mr. Bernstein and the Company agree as follows:

         1.       CONTINUED EMPLOYMENT AS EXECUTIVE VICE PRESIDENT

         The Company agrees to continue to employ Mr. Bernstein and Mr.
Bernstein accepts continued employment with the Company as its Executive Vice
President for a term beginning on the Effective Date and ending on December 31,
1999.

                  (a)      SALARY. Effective for the period of such employment
         as Executive Vice President, the Company shall continue Mr. Bernstein's
         base salary at the current annual rate of One Hundred Ninety Thousand
         Dollars ($190,000.00), payable in accordance with the Company's
         standard schedule for salary payments to its executives.



<PAGE>   2


                  (b)      INCORPORATED PROVISIONS OF EMPLOYMENT AGREEMENT.
         Except as set forth in Section 1(c), the following provisions of the
         Employment Agreement are incorporated into this Agreement and shall be
         fully effective as if fully set forth in this Agreement: Section 2
         ("Duty to Perform Services"), Section 5 ("Expenses"), Section 6
         ("Vacation; Holidays; Sick Time; Benefits"), Section 7 ("Writings,
         Inventions, Discoveries, Etc."), Section 8 ("Assignments of Writings
         and Inventions"), Section 9 ("Confidential Information"), Section 10
         ("Non-Competition"), Section 11 ("Termination [of] Employment"),
         Section 12 ("Injunctive Relief"), Section 13 ("Notices"), Section 14
         ("Survival"), Section 18 ("Binding Upon Successors"), and Section 19
         ("Waivers and Amendments"). All other provisions of the Employment
         Agreement shall be of no further force or effect.

                  (c)      MODIFICATIONS OF INCORPORATED PROVISIONS OF
         EMPLOYMENT AGREEMENT. Notwithstanding Section l(b) above, the following
         incorporated provisions of the Employment Agreement shall be modified
         as follows:

                           (i)      SECTIONS 2 AND 6. Sections 2 and 6 of the
                  Employment Agreement shall apply only to that portion of Mr.
                  Bernstein's continued employment in which he serves the
                  Company as its Executive Vice President and shall not apply to
                  that portion of his employment in which he serves the Company
                  as a Consultant.

                           (ii)     SECTION 7. In Section 7 of the Employment
                  Agreement as incorporated into this Agreement, the reference
                  to "during the term of his employment by the Company, or
                  during the one-year period following such employment,..."
                  shall be replaced by the following: "during the period from
                  the Effective Date to and including December 31, 1999,..."

                           (iii)    SECTION 10. In Section 10(a) of the
                  Employment Agreement as incorporated into this Agreement, the
                  reference to "During his employment by the Company hereunder
                  and for a period of three years thereafter,..." shall be


                                       3
<PAGE>   3


                  replaced by the following: "During the period to and including
                  December 31, 1999,...."

                           (iv)     SECTION 11. For purposes of Section 11 of
                  the Employment Agreement, all references to the "Base Salary"
                  shall mean the base salary payable to Mr. Bernstein at the
                  time of termination of employment, provided that in the event
                  of the occurrence of either a notice of resignation or a
                  termination without cause during 1999, any Base Salary payable
                  pursuant to Section 11 for periods after 1999 shall be the
                  base salary set forth in Section 2(a) below.

         2.       CONSULTING PERIOD

         Provided that his employment has not previously terminated pursuant to
Section 11 of the Employment Agreement as incorporated into this Agreement, Mr.
Bernstein shall be considered to have resigned from his position as Executive
Vice President and any other offices that he may hold with the Company effective
December 31, 1999. Notwithstanding such resignation (and provided that his
employment has not previously terminated pursuant to Section 11 of the
Employment Agreement as incorporated into this Agreement), Mr. Bernstein's
employment with the Company shall continue after December 31, 1999 pursuant to
this Section 2. Specifically, and subject to the foregoing, the Company agrees
to employ Mr. Bernstein and Mr. Bernstein accepts employment with the Company as
a Consultant for a term beginning on January 1, 2000 and ending on December 31,
2000, subject to the following terms:

                  (a)      SALARY. Effective for the period of such employment
         as a Consultant (the "Consulting Period"), the Company shall pay Mr.
         Bernstein a base salary at the annual rate of Two Hundred Thousand
         Dollars ($200,000.00), payable in accordance with the Company's
         standard schedule for payments to its executives.

                  (b)      SERVICES. During the Consulting Period, Mr. Bernstein
         shall perform services as a Consultant as requested by the Company for
         up to twenty (20) hours per


                                       4
<PAGE>   4


         week. Any services requested by the Company shall be consistent with
         Mr. Bernstein's education, experience and expertise.

                  (c)      BENEFITS.

                           (i)      MEDICAL AND DENTAL BENEFITS. Due to the
                  reduction in Mr. Bernstein's hours of work during the
                  Consulting Period, he will be ineligible for participation in
                  the Company's group medical and dental insurance programs. Mr.
                  Bernstein elects to continue such coverages pursuant to COBRA
                  beginning effective January 1, 2000. Provided that Mr.
                  Bernstein remains eligible for COBRA continuation, the Company
                  shall pay the premium cost for continuation of group medical
                  and dental insurance coverages under COBRA to the extent that
                  it would pay such premiums for eligible employees to and
                  including December 31, 2000 or, if the Consulting Period
                  continues thereafter, until the earlier of the end of the
                  Consulting Period or the end of Mr. Bernstein's COBRA
                  eligibility.

                           (ii)     OTHER BENEFITS. Mr. Bernstein shall be
                  permitted to participate in the Company's Section 401(k) plan
                  during the Consulting Period if and to the extent that he
                  satisfies the eligibility standards for participation
                  including, without implication of limitation, any minimum
                  hours of work requirements for eligibility. Mr. Bernstein's
                  right to participate in any other benefit program of the
                  Company shall cease effective on December 31, 1999, except as
                  otherwise provided in this Agreement.

                  (d)      OFFICE AND SUPPORT. During the Consulting Period, the
         Company shall make an office, secretarial services, an office telephone
         and voicemail available to Mr. Bernstein for his use in connection with
         his performance of services for the Company and, subject to the
         Company's discretion, for other business purposes including, without
         implication of limitation, Mr. Bernstein's search for non-competition
         employment.


                                       5
<PAGE>   5


                  (e)      RESIGNATION AND TERMINATION WITHOUT CAUSE.

                           (i)      Provided that the Consulting Period does not
                                    terminate earlier pursuant to Section 11 of
                                    the Employment Agreement as incorporated
                                    into this Agreement, Mr. Bernstein shall be
                                    considered to have resigned from employment
                                    effective as of December 31, 2000 (the
                                    "Resignation Date"), provided that the
                                    parties may, by mutual written agreement,
                                    agree to extend the Resignation Date until
                                    December 31, 2001 or any earlier agreed
                                    date. In the event of such an extension, the
                                    "Consulting Period" shall be considered
                                    extended to such agreed Resignation Date.
                                    Nothing in this Agreement shall be construed
                                    to obligate either party to agree to any
                                    such extension. Mr. Bernstein shall not be
                                    eligible for further employment with the
                                    Company after the Resignation Date.

                           (ii)     Notwithstanding anything in Section 11 of
                                    the Employment Agreement to the contrary, if
                                    Mr. Bernstein resigns from employment as a
                                    Consultant effective before December 31,
                                    2000 pursuant to Section 1l(e) of the
                                    Employment Agreement or if the Company
                                    terminates Mr. Bernstein's employment as a
                                    Consultant without cause pursuant to Section
                                    11(b) of the Employment Agreement, the
                                    Company shall continue Mr. Bernstein's base
                                    salary pursuant to Section 2(a), effective
                                    to and including, but not after, December
                                    31, 2000.

         3.       NON-COMPETITION

         As set forth in Section 10 of the Employment Agreement as incorporated
into this Agreement pursuant to Section 1(c)(iii), the term of the
non-competition restriction set forth in


                                       6
<PAGE>   6


such Section 10 shall end on December 31, 1999. During the Consulting Period and
for the two year period immediately following the later of December 31, 2000 or
the end of the Consulting Period (together the "Non-Competition Period"), Mr.
Bernstein agrees that he shall not perform any services for any of the
businesses (or any affiliate or division of any such business) identified in
Exhibit A ("Listed Competitors"), whether as an employee or as an independent
contractor. Notwithstanding the foregoing, Mr. Bernstein shall not be considered
to have violated the restrictions of the previous sentence if he makes a New
Product Sale (as defined in Section 4 below) to any Listed Competitor after
satisfying his obligation to provide the Company with a Right of First Refusal
(as defined in Section 4 below). Mr. Bernstein understands and agrees that the
restrictions in this Section 3 and in Section 10 of the Employment Agreement as
incorporated into this Agreement are intended to protect the Company's interest
in its confidential information and established employee, customer and supplier
relationships and goodwill, and agrees that such restrictions are appropriate
for such purpose.

         4.       THE COMPANY'S RIGHT OF REFUSAL

                  (a)      DEFINITION OF NEW PRODUCTS. For purposes of this
         Agreement, "New Products" are any and all computer software, writings
         (including reports, source and object codes, manuals and other
         documentation), discoveries, inventions, improvements, ideas, names,
         models, trademarks, innovations and contributions (including all data
         and records pertaining thereto) relating to infant, baby or juvenile
         products; regardless of what form they may take, and whether or not
         patentable or copyrightable, and whether or not reduced to writing (or
         other copyrightable form), drawings, practice, or recordation in any
         form readable or accessible by any person or machine (all
         "Developments"), (i) that Mr. Bernstein may produce, develop, write,
         invent, discover, originate, make or conceive during the
         Non-Competition Period, either alone or in collaboration with others
         and whether or not during working or business hours or by or with the
         use of facilities, materials or proprietary information or rights of
         the Company, and (ii) that relate to, or


                                       7
<PAGE>   7


         are or may likely be useful in connection with, any of the Company's
         businesses or products. Notwithstanding the foregoing, any "Writings
         and Inventions" as defined in Section 7 of the Employment Agreement as
         modified by Section 1(c)(ii) of this Agreement shall not be considered
         to be New Products and shall be governed by Sections 7 and 8 of the
         Employment Agreement as incorporated into this Agreement and modified
         pursuant to Section 1 of this Agreement. Further notwithstanding the
         foregoing, in the event that Mr. Bernstein produces, develops, writes,
         invents, discovers, originates, makes or conceives any Development in
         collaboration with any person who is employed by the Company during any
         portion of the period of such collaboration, Mr. Bernstein acknowledges
         that the Company retains the exclusive ownership rights to any such
         Development.



                                       8
<PAGE>   8


                  (b)      MR. BERNSTEIN'S OBLIGATIONS CONCERNING NEW PRODUCTS.

                           (i)      Mr. Bernstein may not participate in the
                  sale, licensing, investment in or other disposition or
                  transfer of any interest in any New Product ("New Product
                  Sale") to any Third Party unless he first offers to make such
                  New Product Sale exclusively to the Company. To make such an
                  offer to the Company, Mr. Bernstein shall first give the
                  Company twenty-one (21) days' notice of all terms of such
                  proposed New Product Sale to consider whether to accept such
                  New Product Sale or negotiate alternative New Product Sale
                  terms in accordance with Section 4(c) ("Right of First
                  Offer"). The Company may accept such terms or agree to
                  negotiate alternative New Product Sale terms in accordance
                  with Section 4(c) by notice to Mr. Bernstein. In the event
                  that the Company accepts the terms proposed by Mr. Bernstein,
                  Mr. Bernstein must make any such New Product Sale to the
                  Company. In the event that the Company elects to negotiate
                  alternative New Product Sale terms, Mr. Bernstein and the
                  Company shall engage in good faith negotiations. Either party
                  may cease such negotiations upon reaching an impasse or upon
                  reaching the end of the twenty-one (21) day period, provided
                  that the party ceasing the negotiations has pursued the
                  negotiations expeditiously and in good faith. If good faith
                  negotiations do not result in a New Product Sale to the
                  Company, Mr. Bernstein may offer to make a New Product Sale to
                  a Third Party; provided that Mr. Bernstein may not make a New
                  Product Sale to a Third Party on any terms less favorable to
                  Mr. Bernstein and/or those he represents than terms that he
                  previously proposed to the Company unless Mr. Bernstein first
                  gives the Company notice of all terms on which he understands
                  that the Third Party is prepared to agree to a New Product
                  Sale ("Third Party Sale Terms") and the opportunity to accept
                  the Third Party Sale Terms ("Right of Refusal"). If the
                  Company gives notice of acceptance of the Third Party Sale
                  Terms to Mr.


                                       9
<PAGE>   9


                  Bemstein within three (3) business days of the effective date
                  of notice, Mr. Bernstein shall make such New Product Sale to
                  the Company. If the Company does not give notice of acceptance
                  of the Third Party Sale Terms within such period, Mr.
                  Bernstein may make a New Product Sale to a Third Party,
                  provided that such sale is made on the basis of the Third
                  Party Sale Terms that Mr. Bernstein proposed to the Company.

                           (ii)     Mr. Bemstein's notice of terms of a proposed
                  New Product Sale shall specify all such proposed terms in
                  reasonable detail and shall further provide reasonable detail
                  concerning the nature, characteristics, and features of the
                  New Product; provided that Mr. Bernstein may condition the
                  disclosure of information concerning the New Product on the
                  Company's execution of its standard form of confidentiality
                  agreement with respect to the New Product and provided further
                  that the twenty-one (21) day notice period shall commence
                  upon the execution of said confidentiality agreement. Subject
                  to any such obligation of the Company to execute such a
                  confidentiality agreement, Mr. Bernstein shall respond
                  promptly and fully to any reasonable inquiries by the Company
                  concerning any New Product.

                           (iii)    For purposes of this Agreement, a "Third
                  Party" is any individual or other entity including, without
                  implication of limitation, a Listed Competitor or any person
                  or entity with whom or which Mr. Bernstein may collaborate in
                  developing a New Product. Notwithstanding the foregoing, this
                  Section 4 shall not be construed to prevent Mr. Bernstein from
                  developing any New Product in collaboration with others,
                  provided that Mr. Bernstein shall be considered to have
                  participated in a New Product Sale if any Third Party receives
                  any right through any form of transaction to obtain any
                  revenue, directly or indirectly, from any development,
                  production, or marketing of such New Product, unless Mr.


                                       10
<PAGE>   10


                  Bernstein has first provided the Company with its Right of
                  First Offer and, if applicable, its Right of Refusal pursuant
                  to this Section 4.

                  (c)      TERMS OF NEW PRODUCT SALE. Except as otherwise agreed
         by the Company and Mr. Bernstein, the terms of the New Product Sale
         shall include the following elements:

                           (i)      an up-front payment by the Company to Mr.
                  Bernstein's designee in an amount agreed by the Company and
                  Mr. Bernstein;

                           (ii)     a monthly royalty payment by the Company to
                  Mr. Bernstein's designee based on gross sales of the New
                  Product, at the rate agreed by the Company and Mr. Bernstein,
                  such royalties to be payable within thirty (30) days after the
                  Company's determination of each month's gross sales of the New
                  Product;

                           (iii)    the Company's commitment to undertake its
                  best efforts, subject to the complexity of production and
                  development requirements and other legitimate factors, to
                  begin retail distribution in accordance with the following
                  scheduling goals: (A) for New Products accepted by the Company
                  during the first quarter of a calendar year, to distribute not
                  later than the second calendar quarter of the following year;
                  and (B) for New Products accepted by the Company during any
                  other quarter of a calendar year, to distribute by the fourth
                  calendar quarter of the following calendar year; and

                           (iv)     if any of the scheduling goals set forth in
                  (iii) above is not satisfied and (A) Mr. Bernstein gives
                  notice of such failure to the Company; and (B) the Company
                  fails to give Mr. Bernstein a notice setting forth a
                  reasonably satisfactory explanation for such failure within
                  thirty (30) days of the date of notice, Mr. Bernstein shall be
                  relieved of his obligations under this Agreement with respect
                  to such New Product, including any obligation to return any
                  deposit


                                       11
<PAGE>   11


                  paid by the Company with respect to such New Product and any
                  further obligations to offer the New Product to the Company.

         5.       SALE OF STOCK

         Effective through December, 2000, Mr. Bernstein shall not sell any more
than Twenty Thousand (20,000) shares of the Company's common stock in any
calendar month. This limitation shall not be construed to affect any further
limitations on Mr. Bernstein's sale of common stock pursuant to applicable
securities laws.


                                       12


<PAGE>   12


         6.       INDEMNIFICATION

         The Company shall, to the fullest extent permitted by its by-laws,
indemnify Mr. Bernstein against any legal liability and/or reasonable attorney's
fees incurred in his defense of any legal claims or actions against him based on
any actions or omissions that he undertook in good faith in his performance of
services for the Company during his employment. The Company may condition its
indemnification of legal fees on Mr. Bernstein's acceptance of joint legal
representation with the Company, provided that such joint representation is
permissible.

         7.       LITIGATION COOPERATION

         At any time in the future, Mr. Bernstein shall cooperate fully with the
Company as reasonably requested in the defense or prosecution of any legal
claims or actions that already have been brought or that may be brought in the
future against or on behalf of the Company that relate to events or occurrences
that transpired during Mr. Bernstein's employment with the Company. Mr.
Bernstein's full cooperation in connection with such claims, actions or disputes
shall include, without limitation, being available to meet with counsel to
prepare for discovery or trial and to testify truthfully as a witness when
reasonably requested by the Company at reasonable times, provided that such
cooperation does not unreasonably interfere with Mr. Bernstein's search for
employment or performance of full-time employment responsibilities. Litigation
cooperation during the Consulting Period would not be treated as consulting
services for purposes of the limitation on hours of consulting services set
forth in Section 2(b). The Company shall reimburse Mr. Bernstein for any
reasonable out-of-pocket expenses (which shall not be construed to include Mr.
Bernstein's personal attorney's fees) that he incurs in connection with such
cooperation, provided that Mr. Bernstein provides the Company reasonable
documentation of such out-of-pocket expenses. The Company shall also compensate
Mr. Bernstein at the rate of Ninety Dollars ($90.00) per hour for all time spent
after the Resignation Date complying with this Section 7, except that the
Company shall not be required to compensate


                                       13
<PAGE>   13


Mr. Bernstein for any time spent providing testimony or assistance that could be
compelled by a subpoena.

         8.       GENERAL RELEASES OF CLAIMS

                  (a)      RELEASE BY MR. BERNSTEIN. Mr. Bernstein hereby
         irrevocably and unconditionally releases, acquits and forever
         discharges the Company and each of its current and former owners,
         stockholders, predecessors, successors, assigns, agents, directors,
         officers, employees, representatives, attorneys, divisions,
         subsidiaries, whether wholly or partially owned, and affiliates, and
         all persons acting by, through, under or in concert with any of them,
         from any and all charges, complaints, claims, liabilities, obligations,
         promises, agreements, controversies, damages, actions, causes of
         action, suits, rights, demands, costs, losses, debts and expenses
         (including attorney's fees and costs actually incurred), of any nature
         whatsoever, known or unknown (collectively, "Claims"), that Mr.
         Bernstein now has, owns, or holds, or claims to have, own, or hold, or
         at any time had, owned, or held, or claimed to have had, owned, or held
         against the Company. This general release of Claims includes, without
         express or implied limitation, the release of all Claims of breach of
         express or implied contract; all Claims related to Mr. Bernstein's
         employment and his agreement to resign from employment; all Claims of
         wrongful termination of employment whether in contract or tort; all
         Claims of intentional, reckless, or negligent infliction of emotional
         distress; all Claims of breach of any express or implied covenant of
         employment, including the covenant of good faith and fair dealing; all
         Claims of interference with contractual or advantageous relations,
         whether prospective or existing; all Claims of deceit or
         misrepresentation; all Claims of discrimination under state or federal
         law, including, without limitation, Title VII of the Civil Rights Act
         of 1964, as amended, the Age Discrimination in Employment Act, as
         amended, and Chapter 151B of the Massachusetts General Laws; all Claims
         of defamation or damage to reputation; all Claims for reinstatement;
         all Claims for punitive


                                       14


<PAGE>   14


         or emotional distress damages; all Claims for wages, bonuses,
         severance, back or front pay or other forms of compensation; all Claims
         for stock or stock options; and all Claims for attorney's fees and
         costs. This general release of Claims does not include a release of any
         claims that arise from the Company's obligations under this Agreement.

                  (b)      RELEASE BY THE COMPANY. The Company hereby
         irrevocably and unconditionally releases, acquits and forever
         discharges Mr. Bernstein from any and all Claims that the Company now
         has, owns, or holds, or claims to have, own or hold, or at any time
         had, owned, or held, or claimed to have had, owned or held against Mr.
         Bernstein. This general release of Claims includes, without express or
         implied limitation, all Claims related to Mr. Bernstein's acts or
         omissions as an employee or officer of the Company. This general
         release of Claims does not include a release of any claims that arise
         from Mr. Bernstein's obligations under this Agreement. Notwithstanding
         the foregoing, this release of Claims shall not include a release of
         any civil Claims based on conduct that would satisfy the elements of a
         criminal offense ("Excepted Claims"). The Company represents that it
         has no knowledge or reason to believe that it has any Excepted Claims
         against Mr. Bernstein.

         9.       ADVICE OF COUNSEL

         Mr. Bernstein acknowledges that he has been advised to discuss all
aspects of this Agreement with his attorney, that he has carefully read and
fully understands all of the provisions of this Agreement and that he is
voluntarily entering into this Agreement.

         10.      RIGHT TO CONSIDER AND REVOKE AGREEMENT

         Mr. Bernstein acknowledges that he has been given the opportunity to
consider this Agreement for a period of at least twenty-one (21) days. In the
event that Mr. Bernstein has executed this Agreement within less than twenty-one
(21) days of the date of its delivery to him, Mr. Bernstein acknowledges that
such decision was entirely voluntary and that he had the opportunity to consider
this Agreement for the entire twenty-one (21) day period. Mr. Bernstein


                                       15
<PAGE>   15


and the Company acknowledge that for a period of seven (7) days from the date
that Mr. Bernstein executes this Agreement (the "Revocation Period"), he shall
retain the right to revoke this Agreement by notice to the Company. Provided
this Agreement is not revoked pursuant to the preceding sentence, this Agreement
shall become effective and enforceable on the date immediately following the
last day of the Revocation Period (the "Effective Date").

         11.      TAX TREATMENT

         All payments pursuant to this Agreement shall be subject to such tax
deductions, withholdings and reporting as the Company determines in good faith
to be required by law.


                                       16
<PAGE>   16


         12.      NOTICES

         Any notices provided for by this Agreement shall be provided in writing
and delivered in person or sent by a nationally recognized overnight courier
service or by registered or certified mail, postage prepaid, return receipt
requested, to Mr. Bernstein at the last address that Mr. Bernstein has filed in
writing with the Company or, in the case of the Company, at its main offices,
attention of the Chairman, and shall be effective on the date of receipt if
delivered in person or by overnight courier or three (3) days after the date
mailed.

         13.      ATTORNEY'S FEES

         Each party shall bear his or its own costs and attorney's fees in
connection with the negotiation and drafting of this Agreement.

         14.      NO TRANSFER

         Mr. Bernstein represents that he has not heretofore assigned or
transferred, or purported to assign or transfer, to any person or entity, any
Claim or any portion thereof or interest therein.

         15.      NO RELIANCE

         Mr. Bernstein represents and acknowledges that in executing this
Agreement he does not rely and has not relied upon any representation or
statement made by the Company with regard to the subject matter, basis or effect
of this Agreement, other than the promises and representations made in this
Agreement.

         16.      GOVERNING LAW AND INTERPRETATION

         This Agreement shall be deemed to be made and entered into in the
Commonwealth of Massachusetts, and shall in all respects be interpreted,
enforced and governed under the laws of Massachusetts, without giving effect to
the conflict of laws provisions of Massachusetts law. The language of all parts
of this Agreement shall in all cases be construed as a whole, according to its
fair meaning, and not strictly for or against either of the parties.

         17.      SEVERABILITY



                                       17
<PAGE>   17


         In the event that at any future time it is determined by a court of
competent jurisdiction that any covenant, clause, provision or term herein is
illegal, invalid or unenforceable, the remaining provisions and terms of this
Agreement shall not be affected thereby and the illegal, invalid or
unenforceable term or provision shall be severed from the remainder of this
Agreement. In the event of such severance, the remaining covenants shall be
binding and enforceable. Notwithstanding the foregoing, this Agreement shall be
voidable by either party if any aspect of the release of that party or related
persons or entities in Section 8 ("General Release of Claims") is determined to
be invalid or unenforceable.

         18.      ENTIRE AGREEMENT

         This Agreement, including, without implication of limitation, those
portions of the Employment Agreement that are incorporated into this Agreement,
sets forth the entire agreement between Mr. Bernstein and the Company and fully
supersedes any and all prior agreements or understandings between them.

         19.      COUNTERPARTS

         This Agreement may be executed in counterparts, and each counterpart,
when executed, shall have the efficacy of a signed original.

         [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]



                                       18


<PAGE>   18


         IN WITNESS WHEREOF, this Agreement has been executed as a sealed
instrument by Michael S. Bernstein and the Company.


-------------------------------------        -------------------
Michael S. Bernstein                         Date


         Signed before me this ____ day of ______________ ,1999 and stated by
Mr. Bernstein to be his free act and deed.



                                             ----------------------------
                                             Notary Public
                                             My commission expires:

SAFETY 1ST, INC.


By:
    ---------------------------------        -------------------
    Michael I. Lerner                        Date
    Chief Executive Officer


         Signed before me this ____ day of _______________ ,1999 and stated by
Mr. Lerner to be his free act and deed.



                                             ----------------------------
                                             Notary Public
                                             My commission expires:




                                       19


<PAGE>   19


                                   EXHIBIT A


       BUSINESSES IDENTIFIED FOR PURPOSES OF NON-COMPETITION RESTRICTION
                FROM JANUARY 1, 2000 TO THE ONE YEAR ANNIVERSARY
                OF THE END OF THE CONSULTING PERIOD (SECTION 3)


                                    Hasbro
                                    Mattel
                                    Graco
                                    Evenflo
                                    First Years
                                    Cosco
                                    Kids II
                                    Sassy





                                       20