1 EXHIBIT 10(d) NOTE: THE OMITTED PORTIONS OF THIS DOCUMENT MARKED WITH AN ASTERISK ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CHILDREN'S TELEVISION WORKSHOP Dated as of July 1, 1999 The First Years, Inc. One Kiddie Drive Avon, Massachusetts 02322 Dear Sirs: The following, when signed by you ("Licensee") and by us ("CTW"), will constitute a renewal of the agreement between Licensee and CTW dated as of the 1st day of July, 1996, as the same may have heretofore been amended and/or extended (hereinafter referred to as the "Agreement"), effective as of the date hereof: The Term of the Agreement, with respect to the distribution and sale of Products in the United States, is hereby renewed for an additional period of * years commencing July 1, 1999 and ending *, upon all the terms and conditions therein contained, except as herein otherwise specified: 1. Effective as of the date hereof, the term of the letter of extension, dated as of July 1, 1999, shall be deemed null and void. 2. During the Term of this renewal, Licensee shall have the right to continue to manufacture, distribute and sell the following product items specified below: FEEDING & SOOTHING ITEMS ------------------------ Reuseable & Disposable Bottles Pacifiers and Pacifier Attachers Teethers (the packaging of which shall be carded) Suction Bowls Melamine Set consisting of Section Dish Bowl and Cup Stainless Flatware with Plastic Handles Plastic Snack Containers Splat Mat (for under high chair) Snack Totes (soft fabric, shaped tote to hold snacks) Cups: Trainer Cups, Spout Cups, Straw Cups, Spill Proof Cups Giftset Combinations consisting of the above Products Bibs (The Marketing Date for such Products shall be January 1, 2000) 2 The First Years Inc. Page -2- Dated as of July 1, 1999 PLAY & DISCOVER ITEMS --------------------- Rattles - the packaging of which shall be carded: Plastic Rattles (with or without sound) Soft Fabric Rattles: Rattling Ring Pals, Ring Rattles, Foot Rattles Chewy Buddy Rattles Wrist Rattles CARE & SAFETY ITEMS: -------------------- Hooded Towels Wash Mitts Baby Bather Comb & Brush sets Nightlights (cordless plug-ins) Car Sunshades Bed Rails (The Marketing Date for such Products shall be October 31, 1999) Harness & Handstrap Boo Boo Cold Packs Medicine Feeders Thermometers Step Stools (plastic) Toilet Trainers (3-in-1 Learning Potty) Booties Neck Supports - (Licensee's right to sell existing design of such neck supports shall expire on May 1, 2000) 3. Licensee guarantees that CTW's earnings, during the Term of this renewal, shall be as follows: * 4. The Royalty that is payable to CTW pursuant to subparagraph 5(a) of the Agreement and Item D of Exhibit 1 to the Agreement shall be as follows: * of Gross Proceeds during the period 7/1/99 - 12/31/99, thereafter * of Gross Proceeds * F.O.B. 3 The First Years Inc. Page -3- Dated as of July 1, 1999 5. Licensee's channels of distribution with respect to the sales of Products hereunder shall be through MASS MARKET and MID-TIER DEPARTMENT STORE CHANNELS (as defined in the Agreement). Except as herein expressly 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 modification at the place set forth below. Very truly yours, CHILDREN'S TELEVISION WORKSHOP ACCEPTED AND AGREED TO: By: /s/ Joseph T. Diaz THE FIRST YEARS, INC. ------------------------------------- By: /s/ Ronald J. Sidman Joseph T. Diaz, Group President --------------------------- Products and International Television