December 21, 2003

Mr. Ronald J. Sidman
Chairman of the Board, Chief Executive Officer,
and President
The First Years Inc.
One Kiddie Drive
Avon, MA  02322-1171

Letter Agreement

Dear Mr. Sidman:

The following letter agreement is presented to you
with the understanding that the only obligation is
for both parties to carry out discussions in good
faith.  We believe it is important for the management
of The First Years, Inc. to participate in this
proposal and it is a condition of our proposal that
management support the transaction.

1)	Consideration.  Based on the available public
information and our discussions with management,
the consideration per share payable for each share
of common stock of The First Years, Inc. acquired
in the acquisition would be $15 per share payable
in cash at the closing (the "Consideration").
Whether the Consideration can be higher than this
will depend on the outcome of our due diligence
review of non-public information on the Company.
The transaction would be structured as a tender
offer with a back-end merger.

2)	Due Diligence Investigation.  From the date this
letter is executed through a date forty-five days
thereafter (the "Due Diligence Period") your
management team will work with representatives of
Santa Monica Partners, L.P. and its in conducting
our due diligence investigation.  During the Due
Diligence Period, the Company will permit Santa
Monica Partners, L.P. and its representatives to
have access during business hours to the Company's
premises, books and records, and key management
employees.  The purpose of the Due Diligence
Period is to build an accurate financial model
with management to ascertain whether there is any
room to increase the Consideration and to confirm
that the business prospects are consistent with
the publicly available information.

3)	Exclusivity Period.  During the Due Diligence
Period, Santa Monica Partners, L.P. and its
associates will be committing considerable time
and expense to completing the work necessary to
sign a definitive agreement.  As an incentive to
Santa Monica Partners, L.P to spend the time and
resources on this investment opportunity, the
Company hereby agrees that during the Due
Diligence period it shall refrain from soliciting
any offers from third parties for the acquisition
of all or any part of the assets, securities or
business of the Company.  Notwithstanding the
foregoing, in the event that the Company receives
an unsolicited inquiry from a third party
regarding the purchase of the Company, the Company
may respond to such inquiry consistent with its
fiduciary duty, provided that the Company inform
Santa Monica Partners, L.P. of the receipt and
nature (including all substantive terms of any
such proposal) of such unsolicited inquiry.

4)	Confidentiality.  Santa Monica Partners, L.P. will
agree to enter into a Confidentiality Agreement
that will prohibit disclosure of information
provided by the Company as part of the due
diligence Investigation.  Santa Monica Partners,
L.P. will agree to a Standstill Agreement that
will prohibit Santa Monica Partners, L.P. from
acquiring additional The First Years, Inc. common
stock during the Due Diligence Period.  Santa
Monica Partners, L.P. will not be restricted under
these agreements from making an offer to acquire
The First Years, Inc. or a lock-up agreement
beyond the Due Diligence Period.  Notwithstanding
this paragraph 5, the parties may disclose
information as may be required by law.

5)	Termination.  In the event that a definitive
acquisition agreement has not been entered into by
the end of the Due Diligence Period, either party
may terminate this letter agreement without
liability to the other party.

If the foregoing terms and conditions are acceptable,
please sign where indicated below.  We very much look
forward to working with you and your team on this
transaction and are confident that not only can we
create significant short term shareholder value, but
also create the right environment within which the
Company can flourish in the future.


Yours sincerely,




Lawrence J. Goldstein
Santa Monica Partners, L.P.




Agreed:




__________________________________________________
Ronald J. Sidman
Chairman of the Board, Chief Executive Officer, and
President
The First Years, Inc.



Letter Agreement
December 21, 2003
Page 2 of 3




SANTA MONICA PARTNERS, L.P.
1865 PALMER AVENUE, LARCHMONT, NY 10538

(914) 833-0875 ~ FAX: (914) 833-1068
WWW.SMPLP.COM

LAWRENCE J. GOLDSTEIN


EMAIL: ljgoldstein@bloomberg.net