DISTRIBUTION AND LICENSE AGREEMENT

Agreement made as of this 9^th day of February 2007, by and between The Blanket Factory Ltd., a corporation with its principal offices at 23 Smeeton Road, Kibworth Beauchamp, Leicestershire, LE8 OLG (The Blanket Factory), and Summer Infant, Inc., a Rhode Island corporation with its principal offices at 582 Great Road, North Smithfield, Rhode island (Summer).

RECITALS:

This Agreement is made in light of and in consideration of the following facts and circumstances that form a material part of this Agreement

A. The Blanket Factory is engaged in the business of developing, designing, manufacturing and marketing a line of infant products in Europe made from naturally colored cotton under its registered trademark, Natures Purest^TM.

B. The Blanket Factory desires to engage in the importation of the Products into the Territory (as hereinafter defined).

C. Summer desires to actively and diligently promote the sale and use of the Products in the Territory.

D. The Blanket Factory and Summer desire that Summer act as wholesale distributor of the Products in the Territory.

In consideration of their mutual covenants and agreements contained herein, and the mutual benefits to be derived hereunder, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

When used in this Agreement each of the following defined terms shall have only the meaning attributed to it below:

Product or Products means those infant and juvenile soft good products and lines of The Blanket Factory made from naturally colored cotton, bearing the Trademark and are or will be hereafter offered by The Blanket Factory for sale in the Territory, and which Products are further delineated on Exhibit A hereto, as may be modified from time to time by the parties in writing. This includes any improved, redesigned or enhanced versions of those Products described on Exhibit A.

Additional Products means such infant and juvenile hard goods that may be designed and developed by the Summer and/or The Blanket Factory hereafter that bears the Trademark and is for sale in the Territory.

Confidential Information means any information, however embodied, which is not generally known to the public which is exchanged between the parties in connection with this Agreement, including without limitation concerning technical, administrative, financial, manufacturing, or marketing activities (including without limitation: design, manufacturing, and procurement specifications; engineering and manufacturing processes, techniques, and know-how; information-processing processes or programs; formulas; research and development plans; sales and marketing plans and strategies, whether or not identified as being confidential.

Territory means the United States, Canada, Mexico, Central and South America and the Caribbean Islands.

Trademark means Natures Purest and any logo associated therewith. The Trademark is registered in the countries identified on Schedule 1, attached hereto.

ARTICLE II

APPOINTMENT AND SCOPE

2.1. Subject to the terms and conditions and for the Term of this Agreement and any extension hereof, The Blanket Factory hereby appoints Summer as its exclusive wholesale distributor of the Products in the Territory. Summer hereby accepts such appointment and agrees to use its best efforts to distribute and sell the Products in the Territory.

2.2. Summer shall exert its best efforts, and shall maintain an adequate staff and organization, to make, develop and promote sales and the widest distribution of Products throughout the Territory.

2.3. Summer shall limit its sales activities with respect to Products to customers located in the Territory, shall refrain from marketing or selling Products outside the Territory, and shall use commercially reasonable efforts to ensure that no Products purchased by Summer hereunder are sold outside the Territory unless Summer obtains written consent from The Blanket Factory.

2.4. Summer is an independent purchaser and seller of the Products. Summer shall not be considered an agent or legal representative of The Blanket Factory for any purpose, and neither Summer nor any director, officer, agent or employee of Summer shall be, or be considered, an agent or employee of The Blanket Factory. Summer is not granted and shall not exercise, except as otherwise set forth in this Agreement, the right or authority to assume or create any obligation or responsibility, including, without limitation, contractual obligations on behalf of or in the name of The Blanket Factory.

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