10-Q/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A
AMENDMENT NO. 1

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarter Ended September 30, 2002

Commission file number: 0-7024

THE FIRST YEARS INC.

(Exact name of registrant as specified in its charter)

Massachusetts	04-2149581
(State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)
One Kiddie Drive, Avon, Massachusetts	02322-1171
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (508) 588-1220

n/a

(Former name, former address and former fiscal year, if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  [X] No  [  ]

         As of October 31, 2002, the registrant had 8,214,547 shares of common stock outstanding.

         The purpose of this Form 10-Q/A Amendment No. 1 is to amend the previously filed Form 10-Q of The First Years Inc. for the quarter ended September 30, 2002 by augmenting Item 6(a) of Part II thereto to include revised Exhibit 4.5, which is herewith resubmitted and redacted pursuant to that certain Confidential Treatment Request of The First Years Inc. filed with the Securities and Exchange Commission on April 1, 2002, as amended by letter dated October 16, 2002. Such item is set forth in this Form 10-Q/A Amendment No. 1.

TABLE OF CONTENTS

	Item 6. Exhibits and Reports on Form 8-K.
SIGNATURES
CERTIFICATION OF CEO
CERTIFICATION OF CFO
THE FIRST YEARS INC. EXHIBIT INDEX
Ex-4.5 License Agreement - Sesame Workshop
Ex-99.1 Certification of Officers

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits

         The following is a list of exhibits filed as part of the Quarterly Report, on Form 10-Q, as hereby amended.

Exhibit
Number	Description
3.1	Restated Articles of Organization of the Company. Filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 on October 5, 1995 (File No. 33-62673) and incorporated herein by reference.
3.2	By-laws of the Company. Filed as Exhibit (3)(ii) to the Company’s annual report on Form 10-K for the period ended December 31, 1999 and incorporated herein by reference.
4.1	Specimen certificate for shares of Common Stock of the Company. Filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 33-62673) and incorporated herein by reference.
4.2	Rights Agreement, dated as of November 19, 2001, between the Company and EquiServe Trust Company, N.A. Filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A on November 20, 2001 and incorporated herein by reference.
4.3*	Consumer Products License – Disney Properties, dated as of June 4, 2002, between the Company and Disney Enterprises, Inc.
4.4*	Employee Contract, dated as of September 30, 2002, between the Company and John R. Beals.
4.5	License Agreement – Sesame Workshop, dated as of July 1, 2001, between the Company and Sesame Workshop.
99.1	Certification of officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Previously filed.

(b) No reports on Form 8-K have been filed during the quarter covered by this report.

2

SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	THE FIRST YEARS INC. Registrant
Date: November 15, 2002	By:  /s/  Ronald J. Sidman
	Ronald J. Sidman, Chairman, President, and Chief Executive Officer, (Duly Authorized Officer)
	By:  /s/  John R. Beals
	John R. Beals, Senior Vice President and Treasurer, (Duly Authorized Officer and Principal Financial Officer)

3

CERTIFICATIONS

         I, Ronald J. Sidman, certify that:

1.	I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q of The First Years Inc.;
2.	Based on my knowledge, the quarterly report, as hereby amended by Amendment No. 1 (the “Amended Report”), does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Amended Report;
3.	Based on my knowledge, the financial statements, and other financial information included in the Amended Report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the Amended Report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the Amended Report, is being prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of the Amended Report (the “Evaluation Date”); and
c)	presented in the Amended Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in the Amended Report, whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date 11/15/02
	By:  /s/  Ronald J. Sidman
	Ronald J. Sidman, Chairman, President, and Chief Executive Officer

4

CERTIFICATIONS

         I, John R. Beals, certify that:

1.	I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q of The First Years Inc.;
2.	Based on my knowledge, the quarterly report, as hereby amended by Amendment No. 1 (the “Amended Report”), does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Amended Report;
3.	Based on my knowledge, the financial statements, and other financial information included in the Amended Report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the Amended Report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the Amended Report, is being prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of the Amended Report (the “Evaluation Date”); and
c)	presented in the Amended Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in the Amended Report, whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date 11/15/02
	By:  /s/  John R. Beals
	John R. Beals, Senior Vice President – Finance and Treasurer, (Chief Financial Officer and Chief Accounting Officer)

5

THE FIRST YEARS INC.

EXHIBIT INDEX

Exhibit
Number	Description
3.1	Restated Articles of Organization of the Company. Filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 on October 5, 1995 (File No. 33-62673) and incorporated herein by reference.
3.2	By-laws of the Company. Filed as Exhibit (3)(ii) to the Company’s annual report on Form 10-K for the period ended December 31, 1999 and incorporated herein by reference.
4.1	Specimen certificate for shares of Common Stock of the Company. Filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 33-62673) and incorporated herein by reference.
4.2	Rights Agreement, dated as of November 19, 2001, between the Company and EquiServe Trust Company, N.A. Filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A on November 20, 2001 and incorporated herein by reference.
4.3*	Consumer Products License – Disney Properties, dated as of June 4, 2002, between the Company and Disney Enterprises, Inc.
4.4*	Employee Contract, dated as of September 30, 2002, between the Company and John R. Beals
4.5	License Agreement – Sesame Workshop, dated as of July 1, 2001, between the Company and Sesame Workshop.
99.1	Certification of officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Previously filed.

EX-4.5 3 b44497qaexv4w5.txt EX-4.5 LICENSE AGREEMENT - SESAME WORKSHOP CONFIDENTIAL TREATMENT CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. BRACKETS DENOTE OMISSIONS. EXHIBIT 4.5 (G) Modfn. (1) 070501ps SESAMEWORKSHOP(TM) One Lincoln Plaza New York NY 10023 Dated as of July 1, 2001 tel 212 595 3456 www.sesameworkshop.org The First Years, Inc. One Kiddie Drive Avon, Massachusetts 02322 Ladies and Gentlemen: The following, when signed by you ("The First Years") and by us ("Sesame Workshop"), will constitute a renewal of the agreement between Sesame Workshop and The First Years dated as of the 1st day July, 1996, as the same may have heretofore been amended and/or extended (hereinafter referred to as the "Agreement"): The Term of the Agreement, solely with respect to the distribution and sale of Products in the United States including its Territories and Possessions, is hereby renewed for an additional period of two (2) years commencing July 1, 2001 and ending June 30, 2003, upon all the terms and conditions therein contained, except as herein otherwise specified: 1. During the Term of this renewal, The First Years shall have the right to manufacture, distribute and sell the Products listed in Appendix A annexed hereto and hereby made a part hereof. It is further understood and agreed that if The First Years fails to achieve at least [ ] ([ ]) [ ] of its projected sales for Bibs during the first contract year of the Term of this renewal (July 1, 2001 - June 30, 2002), then Sesame Workshop shall have the right, at its election, to delete "Bibs" as a Product hereunder for the second contract year of the Term hereof. The current sales forecast for Bibs is $[ ] for the period ending June 30, 2002. 2. The First Years' Authorized Channels of Distribution, during the Term of this renewal, shall be as follows: "MASS MARKET CHANNELS" means those channels of distribution through wholesalers, distributors and retailers which result in the Products being offered for sale in value-oriented retail stores, which in the normal course of business usually sell product items in the same category as the Products and catalog operations conducted by major retailers; "MID-TIER DEPARTMENT STORE CHANNELS" means those channels of distribution through wholesalers, distributors and retailers which result in the Products being offered for sale in moderately priced department stores such as J.C. Penny, Sears, Kohl's, etc; CONFIDENTIAL TREATMENT CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. BRACKETS DENOTE OMISSIONS. "SPECIALTY STORES" means those channels of distribution through wholesalers, distributors and retailers which result in the Products being offered for sale primarily to specialty stores, gift stores, card stores and gift and card departments of department stores; DRUG STORES AND GROCERY STORES; REGIONAL DISCOUNTERS; E-TAILERS (I.E. AMAZON.COM); AND INTERNET SITES OF RETAILERS THAT ARE IN THE ABOVE CHANNELS OF DISTRIBUTION. 3. The Royalty that is payable by The First Years to Sesame Workshop, during the Term of this renewal, pursuant to subparagraph 5(a) hereof with respect to each Product hereunder is as follows: [ ]% of Gross Proceeds with respect to Bed Rails, Booster Seats, Toilet Training Potty and Step Stools. [ ]% of Gross Proceeds with respect to Vinyl Bibs. [ ]% with respect to all other Products. [ ]% F.O.B. Price with respect to Bed Rails, Booster Seats, Toilet Training Potty and Step Stools. [ ]% F.O.B. Price with respect to with respect to Vinyl Bibs. [ ]% F.O.B. Price with respect to all other Products. 4. The First Years guarantees that Sesame Workshop's minimum earnings, during the Term of this renewal, shall be as follows: $[ ] for the Guaranteed Period July 1, 2001 - June 30, 2002 $[ ] for the Guaranteed Period July 1, 2002 - June 30, 2003 5. Effective December 29, 2000, all rights and interest in, and title to, the Licensed Elements which were owned by JHP and controlled by Sesame Workshop were acquired by Sesame Workshop, and consequently, subsequent to such date, {i} any right of JHP under the Agreement shall insure to Sesame Workshop and {ii} any obligation owed to JHP by The First Years hereunder shall be owed to Sesame Workshop. 6. Division {iii} of subparagraph 9(a) of the Agreement is hereby modified by deleting the term "CTWs Quality Control Department" and substituting in its place and stead "Sesame Workshop's and/or its representative." 7. All notices to Sesame Workshop should be sent to: Sesame Workshop One Lincoln Plaza CONFIDENTIAL TREATMENT CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. BRACKETS DENOTE OMISSIONS. New York, New York 10023 Attention: Group President, Products and to David Chan, Vice President, Deputy General Counsel Legal and Business Affairs. Except as herein expressed modified and/or amended, the Agreement shall remain in full force and effect according to the terms thereof and, as herein modified, amended and/or extended, is hereby expressly ratified and confirmed. This modification, its construction and effect shall be determined in accordance with the laws of the State of New York with respect to agreements to be fully performed therein. If the foregoing accords with your understanding, please sign this renewal at the place set forth below. Very truly yours, SESAME WORKSHOP ACCEPTED AND AGREED TO: By: Not legible THE FIRST YEARS, INC. ------------------------- By: /s/ Ronald J. Sidman ------------------------ Ronald J. Sidman CONFIDENTIAL TREATMENT CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. BRACKETS DENOTE OMISSIONS. I. APPENDIX A Products hereunder for which THE FIRST YEARS has been granted the non-exclusive right to distribute and sell in the Territory shall consist solely of the following Infant Care Items: Reusable & Disposable Bottles Pacifiers and Attachers Splat Mats Cups: trainer cups, spout cups, straw cups, and spill proof cups Sport Bottles *#Teethers (with or without sound) 100% Vinyl Bibs (specifically excluding fabric and vinyl coated fabric bibs) Melamine Set (two-section dish with sippy cup and sculpted spoon) Feeding and Soothing Gift Set combinations consisting of the above Products *#Rattles (with and without sound) Baby Bather Baby Bath Tubs Car Sunshades Bed Rails Boo Boo Cold Packs Harness and Handstrap Medicine Feeders Thermometers Plastic Step Stools Toilet Training Potty Booster Seats Bathtub Toy Bags #Crib Pull Downs #Chime Balls #Squeaky Playbook for bath use (with sound and visual-no text or story) Comb and Brush Set Spout Guards *#High Chair Suction Toys *Combination Plastic and Plush elements shall be of equal proportion. Specifically excluded are plush only designs. #These Products shall be sold solely to Juvenile Product Buyers of the Authorized Distribution Channels specified in Paragraph 2 of the renewal and must be packaged on blister cards and merchandised on racks. Peggable boxed items will be approved on a case-by-case basis. EX-99.1 4 b44497qaexv99w1.txt EX-99.1 CERTIFICATION OF OFFICERS EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with to the Quarterly Report of The First Years Inc. (the "Company") on Form 10-Q for the period ended September 30, 2002 as filed with the Securities and Exchange Commission on November 14, 2002 and as hereby amended by Amendment No. 1 as filed with the Securities and Exchange Commission on the date hereof (the "Amended Report"), I, Ronald J. Sidman, Chairman, President, and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: 1. The Amended Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Amended Report fairly presents, in all material respects, the financial condition and results of operations of the Company. By: /s/ Ronald J. Sidman, ------------------------------- Ronald J. Sidman, Chairman, President, and Chief Executive Officer In connection with to the Quarterly Report of The First Years Inc. (the "Company") on Form 10-Q for the period ended September 30, 2002 as filed with the Securities and Exchange Commission on November 14, 2002 and as hereby amended by Amendment No. 1 as filed with the Securities and Exchange Commission on the date hereof (the "Amended Report"), I, John R. Beals, Senior Vice President - Finance and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: 1. The Amended Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Amended Report fairly presents, in all material respects, the financial condition and results of operations of the Company. By: /s/ John R. Beals, ------------------------------- John R. Beals, Senior Vice President - Finance and Treasurer, (Chief Financial Officer and Chief Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.5

                             CONFIDENTIAL TREATMENT
   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                EXCHANGE COMMISSION. BRACKETS DENOTE OMISSIONS.

                                                                     EXHIBIT 4.5

                                                         (G) Modfn. (1) 070501ps

SESAMEWORKSHOP(TM)
                                             One Lincoln Plaza New York NY 10023
Dated as of July 1, 2001                 tel 212 595 3456 www.sesameworkshop.org


The First Years, Inc.
One Kiddie Drive
Avon, Massachusetts  02322

Ladies and Gentlemen:

The following, when signed by you ("The First Years") and by us ("Sesame
Workshop"), will constitute a renewal of the agreement between Sesame Workshop
and The First Years dated as of the 1st day July, 1996, as the same may have
heretofore been amended and/or extended (hereinafter referred to as the
"Agreement"):

The Term of the Agreement, solely with respect to the distribution and sale of
Products in the United States including its Territories and Possessions, is
hereby renewed for an additional period of two (2) years commencing July 1, 2001
and ending June 30, 2003, upon all the terms and conditions therein contained,
except as herein otherwise specified:

     1. During the Term of this renewal, The First Years shall have the right to
manufacture, distribute and sell the Products listed in Appendix A annexed
hereto and hereby made a part hereof. It is further understood and agreed that
if The First Years fails to achieve at least [ ] ([ ]) [ ] of its projected
sales for Bibs during the first contract year of the Term of this renewal (July
1, 2001 - June 30, 2002), then Sesame Workshop shall have the right, at its
election, to delete "Bibs" as a Product hereunder for the second contract year
of the Term hereof. The current sales forecast for Bibs is $[ ] for the period
ending June 30, 2002.

     2. The First Years' Authorized Channels of Distribution, during the Term of
this renewal, shall be as follows:

          "MASS MARKET CHANNELS" means those channels of distribution through
          wholesalers, distributors and retailers which result in the Products
          being offered for sale in value-oriented retail stores, which in the
          normal course of business usually sell product items in the same
          category as the Products and catalog operations conducted by major
          retailers;

          "MID-TIER DEPARTMENT STORE CHANNELS" means those channels of
          distribution through wholesalers, distributors and retailers which
          result in the Products being offered for sale in moderately priced
          department stores such as J.C. Penny, Sears, Kohl's, etc;

                             CONFIDENTIAL TREATMENT
   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                EXCHANGE COMMISSION. BRACKETS DENOTE OMISSIONS.


          "SPECIALTY STORES" means those channels of distribution through
          wholesalers, distributors and retailers which result in the Products
          being offered for sale primarily to specialty stores, gift stores,
          card stores and gift and card departments of department stores;

          DRUG STORES AND GROCERY STORES;

          REGIONAL DISCOUNTERS;

          E-TAILERS (I.E. AMAZON.COM); AND

          INTERNET SITES OF RETAILERS THAT ARE IN THE ABOVE CHANNELS OF
          DISTRIBUTION.

     3. The Royalty that is payable by The First Years to Sesame Workshop,
during the Term of this renewal, pursuant to subparagraph 5(a) hereof with
respect to each Product hereunder is as follows:

                  [  ]% of Gross Proceeds with respect to Bed Rails, Booster
                         Seats, Toilet Training Potty and Step Stools.
                  [  ]%  of Gross Proceeds with respect to Vinyl Bibs.
                  [  ]%  with respect to all other Products.

                  [  ]% F.O.B. Price with respect to Bed Rails, Booster
                         Seats, Toilet Training Potty and Step Stools.
                  [  ]% F.O.B. Price with respect to with respect to Vinyl Bibs.
                  [  ]%  F.O.B. Price with respect to all other Products.

     4. The First Years guarantees that Sesame Workshop's minimum earnings,
during the Term of this renewal, shall be as follows:

                  $[ ] for the Guaranteed Period July 1, 2001 - June 30,
                       2002

                  $[ ] for the Guaranteed Period July 1, 2002 - June 30, 2003

     5. Effective December 29, 2000, all rights and interest in, and title to,
the Licensed Elements which were owned by JHP and controlled by Sesame Workshop
were acquired by Sesame Workshop, and consequently, subsequent to such date, {i}
any right of JHP under the Agreement shall insure to Sesame Workshop and {ii}
any obligation owed to JHP by The First Years hereunder shall be owed to Sesame
Workshop.

     6. Division {iii} of subparagraph 9(a) of the Agreement is hereby modified
by deleting the term "CTWs Quality Control Department" and substituting in its
place and stead "Sesame Workshop's and/or its representative."

     7. All notices to Sesame Workshop should be sent to:

                           Sesame Workshop
                           One Lincoln Plaza

                             CONFIDENTIAL TREATMENT
   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                EXCHANGE COMMISSION. BRACKETS DENOTE OMISSIONS.

                    New York, New York 10023

                    Attention: Group President, Products and to David Chan,
                               Vice President, Deputy General Counsel Legal
                               and Business Affairs.

Except as herein expressed modified and/or amended, the Agreement shall remain
in full force and effect according to the terms thereof and, as herein modified,
amended and/or extended, is hereby expressly ratified and confirmed. This
modification, its construction and effect shall be determined in accordance with
the laws of the State of New York with respect to agreements to be fully
performed therein.

If the foregoing accords with your understanding, please sign this renewal at
the place set forth below.

Very truly yours,

SESAME WORKSHOP                                      ACCEPTED AND AGREED TO:

By: Not legible                                      THE FIRST YEARS, INC.
   -------------------------
                                                     By: /s/ Ronald J. Sidman
                                                        ------------------------
                                                         Ronald J. Sidman

                             CONFIDENTIAL TREATMENT
                    CONFIDENTIAL MATERIAL OMITTED AND FILED
        SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. BRACKETS
                                DENOTE OMISSIONS.

I.       APPENDIX A

Products hereunder for which THE FIRST YEARS has been granted the non-exclusive
right to distribute and sell in the Territory shall consist solely of the
following Infant Care Items:

             Reusable & Disposable Bottles
             Pacifiers and Attachers
             Splat Mats
             Cups: trainer cups, spout cups, straw cups, and spill proof cups
             Sport Bottles
             *#Teethers (with or without sound)
             100% Vinyl Bibs (specifically excluding fabric and vinyl coated
             fabric bibs)
             Melamine Set (two-section dish with sippy cup and
             sculpted spoon)
             Feeding and Soothing Gift Set combinations
             consisting of the above Products

             *#Rattles (with and without sound)
             Baby Bather
             Baby Bath Tubs
             Car Sunshades
             Bed Rails
             Boo Boo Cold Packs
             Harness and Handstrap
             Medicine Feeders
             Thermometers
             Plastic Step Stools
             Toilet Training Potty
             Booster Seats
             Bathtub Toy Bags
             #Crib Pull Downs
             #Chime Balls
             #Squeaky Playbook for bath use (with sound and visual-no text or
             story)
             Comb and Brush Set
             Spout Guards
             *#High Chair Suction Toys

     *Combination Plastic and Plush elements shall be of equal proportion.
     Specifically excluded are plush only designs.

     #These Products shall be sold solely to Juvenile Product Buyers of the
     Authorized Distribution Channels specified in Paragraph 2 of the renewal
     and must be packaged on blister cards and merchandised on racks. Peggable
     boxed items will be approved on a case-by-case basis.

EX-99.1

                                                                    EXHIBIT 99.1

                            CERTIFICATION PURSUANT TO
                 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with to the Quarterly Report of The First Years Inc. (the
"Company") on Form 10-Q for the period ended September 30, 2002 as filed with
the Securities and Exchange Commission on November 14, 2002 and as hereby
amended by Amendment No. 1 as filed with the Securities and Exchange Commission
on the date hereof (the "Amended Report"), I, Ronald J. Sidman, Chairman,
President, and Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to my knowledge:

     1.   The Amended Report fully complies with the requirements of section
          13(a) or 15(d) of the Securities Exchange Act of 1934; and

     2.   The information contained in the Amended Report fairly presents, in
          all material respects, the financial condition and results of
          operations of the Company.

                                             By: /s/ Ronald J. Sidman,
                                                 -------------------------------
                                             Ronald J. Sidman,
                                             Chairman, President, and Chief
                                             Executive Officer

In connection with to the Quarterly Report of The First Years Inc. (the
"Company") on Form 10-Q for the period ended September 30, 2002 as filed with
the Securities and Exchange Commission on November 14, 2002 and as hereby
amended by Amendment No. 1 as filed with the Securities and Exchange Commission
on the date hereof (the "Amended Report"), I, John R. Beals, Senior Vice
President - Finance and Treasurer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that, to my knowledge:

     1.   The Amended Report fully complies with the requirements of section
          13(a) or 15(d) of the Securities Exchange Act of 1934; and

     2.   The information contained in the Amended Report fairly presents, in
          all material respects, the financial condition and results of
          operations of the Company.

                                        By: /s/ John R. Beals,
                                            -------------------------------
                                        John R. Beals,
                                        Senior Vice President - Finance
                                        and Treasurer,
                                        (Chief Financial Officer and Chief
                                        Accounting Officer)