AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EXHIBIT 10.4

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this " Agreement ") is entered into as of May 6, 2009, by and between Young Innovations, Inc., a Missouri corporation (" Employer "), and George E. Richmond (" Employee ").

In consideration of the terms, conditions and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employee and Employer, intending to be legally bound, hereby agree as follows:

1. Employment . Employer hereby agrees to employ Employee and Employee agrees to accept such employment upon the terms and conditions herein set forth.

2. Employment Period . The initial term of employment hereunder shall commence on the Effective Date and shall expire on December 31, 2009 (such period, the " Initial Term "). The term of this Agreement shall automatically extend for successive one year periods (each a " Successive Term "), unless terminated by either party at least ninety (90) days prior to the expiration of the Initial Term or any Successive Term. The terms of this Agreement shall be binding during all Successive Terms, except as may be modified in writing by agreement of the Employer and Employee.

3. Duties . Employee shall perform such duties as may be assigned to him from time to time by the Board of Directors of Employer and the Chief Executive Officer of Employer. During the Initial Term or any Successive Terms, Employee may not undertake any other employment that in the opinion of the Board of Directors interferes with the effective carrying out of Employee's duties hereunder; provided, however, that, subject to Section 7, nothing herein shall prevent Employee from entering into consulting agreements or other advisory relationships with outside companies or making and managing personal investments or engaging in industry related, community and/or charitable activities, so long as such activities, either singly or in the aggregate, do not interfere with the proper performance of his duties and responsibilities to Employer.

(a) Salary . Employer shall pay to Employee salary at the rate of $50,000 per year throughout the Initial Term or any Successive Terms, or such other amounts as shall be agreed between Employee and Employer and as approved by the Compensation Committee or the Board of Directors (in each case, the " Base Salary ").

(b) Holidays and Vacation Time . Employee shall be entitled to sick leave as is consistent with Employer's policy for executive employees with respect to such matters as of the date hereof. Employee is entitled to as many weeks of paid vacation time as Employee deems appropriate, provided that such vacation time does not interfere with Employee's duties to Employer. Moreover, if this Agreement is terminated for any reason other than Cause, death or Permanent Disability, Employee shall be entitled to receive, in

addition to any other amounts provided for herein, three weeks of paid vacation.

(c) Other Benefits . Subject to Employer's rules, policies and regulations as in effect from time to time (and subject to applicable eligibility requirements, including a minimum employment period), Employee shall be entitled to all other rights and benefits for which Employee may be eligible under any: (i) group life insurance, disability or accident, death or dismemberment insurance, (ii) medical and/or dental insurance program (90-day minimum employment period, for which Employer will reimburse the COBRA expenses of Employee), (iii) 401(k) benefit plan, or (iv) other employee benefits that Employer may, in its sole discretion, make generally available to other executives of the Employer; provided, however, that nothing herein shall obligate Employer to establish or maintain any of such benefits or benefit plans. In addition to the foregoing, Employer agrees that it shall pay for 100% of any premiums for a health insurance policy which covers Employee and his Qualified Dependents (PPO or equivalent).

(d) Payments Attributable to Restrictive Covenants . In exchange for Employee agreeing to be subject to the provisions of Section 7(d), (e) and (f) for the remainder of his life, following the termination of Employee's employment with Employer by: (i) failure to enter into a new employment contract or extension(s) of this Agreement, (ii) Voluntary Termination by Employee, or (iii) Termination by the Employer Without Cause, Employer shall be obligated to pay Employee $50,000 per year (pro-rata on a monthly basis throughout the year). Such payments shall terminate beginning with the month after Employee's death. The initial monthly pro rata payment made pursuant to this Section 4(d) shall be made as soon as practicable following the effective date of Employee’s termination (but in no event later than the fifteenth day of the third month after the date of termination); provided, however, that no payment under this Section or under Section 4(b) shall be paid to Employee if he is a specified employee as defined in Section 409A until the first payroll date of the seventh (7th) month following Employee’s separation from service (as defined in Code Section 409A) with any suspended payments paid in a lump sum without interest. Thereafter, the remainder of payments due Employee under this Section 4(d) shall be payable pro rata on a monthly basis throughout the year.

(a) Death . In the event of Employee's death, Employer shall pay to Employee's personal representative (on behalf of Employee's estate), within sixty (60) days after Employer receives written notice of such representative's appointment, all amounts of Base Salary accrued pursuant to Section 4 above as of the date of Employee's death, which payment shall constitute full and complete satisfaction of Employer's obligations hereunder. Employee's dependents shall also be entitled to receive fully paid group medical and dental benefits for a period of ninety (90) days at Employer's expense, and thereafter, at the dependents' expense, any continuation of health insurance coverage rights, if any, under applicable law.

(b) Termination for Cause or Voluntary Termination . The Employer may in its sole discretion terminate this Agreement and Employee's employment with Employer for

Cause (as defined in Section 6(e) below) at any time and with or without advance notice to Employee. If Employee's employment is terminated for Cause or if Employee Voluntarily Terminates (as defined below) his employment with Employer, Employer shall promptly pay to Employee all amounts of Base Salary accrued pursuant to Section 4 above through the date of termination, whereupon Employer shall have no further obligations to Employee under Section 4 of this Agreement, except as set forth in Section 4(d). Employee and his dependents shall also be entitled to any continuation health insurance coverage rights, if any, under applicable law.

(c) Termination Without Cause . Employer may terminate this Agreement and Employee's employment with Employer without Cause at any time, with or without notice, for any reason or no reason (and no reason need be given). In the event Employee's employment with Employer is terminated pursuant to this Section 5(c), (i) Employer shall pay to Employee all amounts of Base Salary accrued pursuant to Section 4 above through the date of termination, (ii) Employee shall be relieved of his obligations under Sections 1 and 3 hereof, and (iii) Employee shall be free to seek other employment subject to the terms of Section 7 hereof. In addition, if Employee's employment with Employer is terminated pursuant to this Section 5(c), Employer shall pay to Employee the value of all compensation and benefits that Employee would have earned under this Agreement for the remainder of the Initial Term or any Successive Term together with all reasonable attorneys' or other professional fees and costs incurred by Employee in enforcing his rights under this Section 5(c). Employee and his dependents shall also be entitled to any continuation health insurance coverage rights, if any, under applicable law. Any benefits provided under this Section 5(c) shall be paid in installments subject to the following:

(i)        For purposes of applying the exception to Section 409A for short-term deferrals, each installment payment made pursuant to this Section 5(c) shall be treated as a separate “payment” for purposes of Section 409A. Accordingly, any benefits paid (1) within 2-½ months of the end of the Employer’s taxable year containing the date on which Employee incurs a separation from service (as defined in Section 409A) (the “separation date”), or (2) within 2-½ months of Employee’s taxable year containing the separation date shall be exempt from Section 409A.

(ii)       To the extent benefits are not exempt from Section 409A under subparagraph (i) above, and to the extent Employee’s remaining severance pay benefit is equal to or less than the lesser of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and (2), such severance benefit shall be exempt from Section 409A.

(iii)      Only to the extent a portion of Employee’s severance pay benefit is not exempt from Section 409A pursuant to subparagraphs (i) and (ii) above, such severance pay benefit shall be payable to Employee in installments according to the Employer’s normal payroll schedule commencing on the payroll date following Employee’s separation date; provided, however, that no payment shall be paid to Employee if he is a specified employee as defined in Section 409A until the first payroll date of the seventh (7th) month following Employee’s separation date with any suspended payments paid in a lump sum without interest. Thereafter, the remainder of Employee’s severance pay benefit subject to

this subparagraph (iii) shall be payable in installments according to the Employer’s normal payroll schedule.

(d) Mutual Agreement . This Agreement may be terminated by the mutual written agreement of Employer and Employee. Employee's rights and obligations, in such event, shall be as set forth in the termination agreement.

(i) Employee hereby acknowledges and agrees that all personal property and equipment furnished to or prepared by Employee in the course of or incident to his employment by Employer, belongs to Employer and shall be promptly returned to Employer upon termination of Employee's employment. The term "personal property" includes, without limitation, all books, manuals, records, reports, notes, contracts, requests for proposals, bids, lists, blueprints, and other documents, or materials, or copies thereof (including computer files), and all other proprietary information relating to the business of Employer or any of its affiliates. Following termination, Employee will not retain any written or other tangible material containing any proprietary information of Employer or any of its affiliates.

(ii) Employee's obligations under Sections 5(e), 7, and 10 shall survive termination of this Agreement.

6. Definitions . For the purposes of this Agreement the following terms and phrases shall have the following meanings:

(a) " Accounting Firm " shall mean the "Big-Five" firm who regularly prepares Employer's audited financial statements.

(b) " Affiliate(s) " shall have the same meaning ascribed to such term in the Exchange Act.

(c) " Associate(s) " shall have the same meaning ascribed to such term in the Exchange Act.

(d) " Beneficial Ownership " shall have the same meaning ascribed to such term in Rule 13d-3 promulgated pursuant to the Exchange Act.

(e) " Cause " shall mean (i) violation of any agreement or law relating to non-competition, trade secrets, inventions, non-solicitation or confidentiality between Employee and Employer or an affiliate, (ii) willful, intentional or bad faith conduct that materially injures Employer or an Affiliate, (iii) commission of a felony, an act of fraud or the misappropriation of property; and (iv) gross neglect or moral turpitude.

(j) " Permanent Disability " shall have the meaning set forth in Section 22(e)(3) of the Code.

(k) " Person " shall have the same meaning as ascribed to such term in Sections 13(d) and 14(d)(2) of the Exchange Act; provided, however, that for purposes of this Agreement, neither Employ