AMENDED AND RESTATED EMPLOYMENT AGREEMENT

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 (the " Company "), and Alfred E. Brennan, of Algonquin, Illinois (" Executive ").

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

1.          EMPLOYMENT. The Company hereby agrees to employ Executive and Executive 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 date hereof and shall expire on January 31, 2012 (such period, the " Term "); provided, however, that the Term shall automatically be extended for an additional period of one year on January 31, 2012, and on each January 31 thereafter unless the Company delivers written notice to Executive of the Company's intention not to extend the Term not later than six (6) months prior to its expiration.

3.         POSITION AND DUTIES. Executive hereby agrees to serve as Chief Executive Officer or in such other capacity to which Executive may be promoted during the term hereof. Executive shall devote his full business time and attention to the management, development and enhancement of the business of the Company and perform such duties as are necessary and required of the Chief Executive Officer or in such capacity as Executive may then be serving. During the Term, Executive may not undertake any other employment, engagements, consulting or other outside activities that in the opinion of the Board of Directors interfere with the effective carrying out of Executive's duties hereunder; provided, however, that nothing herein shall prevent Executive from making and managing personal investments consistent with Section 8 of this Agreement or engaging in 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 the Company.

(a)       BASE SALARY. The Company shall pay to Executive salary at the rate of $450,000 per year during the Term hereof, or such higher amounts as shall be recommended and approved by the Compensation Committee of the Board of Directors (in each case, the " Base Salary "). The Compensation Committee of the Board of Directors shall review Executive’s Base Salary on an annual basis during the Term and make any upward adjustments it deems appropriate.

(b)       BONUS COMPENSATION. In addition to Base Salary, Executive shall be eligible to receive bonus compensation as recommended and approved by the Compensation Committee of the Board of Directors and subject to the bonus criteria as established by the Compensation Committee of the Board of Directors from time to time (the " Bonus Compensation ").

(c)       HOLIDAYS AND VACATION TIME. Executive shall be entitled to sick leave as is consistent with the Company's policy for executive employees with respect to such matters as of the date hereof. Executive is entitled to as many weeks of paid vacation time as Executive deems appropriate, provided that such vacation time does not interfere with Executive's duties to the Company. Moreover, if this Agreement is terminated for any reason other than Cause, death or Permanent Disability, Executive shall be entitled to three weeks of vacation pay.

(d)       OTHER BENEFITS. Subject to the Company's rules, policies and regulations as in effect from time to time, Executive shall be entitled to all other rights and benefits for which Executive may be eligible under any: (i) group life insurance, disability or accident, death or dismemberment insurance, (ii) medical and/or dental insurance program, (iii) 401(k) benefit plan, or (iv) other employee benefits that the Company may, in its sole discretion, make generally available to employees of the Company of the same level and responsibility as Executive; provided, however, that nothing herein shall obligate the Company to establish or maintain any of such benefits or benefit plans. In addition to the foregoing, the Company agrees that it shall pay for 100% of any premiums for a health insurance policy which covers Executive and his Qualified Dependents (PPO or equivalent).

(e)       DISABILITY INSURANCE. The Company will provide Executive with long term disability insurance which provides a minimum benefit of at least seventy-five percent (75%) of Executive's Base Salary to age 65.

(f)        LIFE AND OTHER INSURANCE. The Company will continue to provide Two Million Dollars ($2,000,000) of guaranteed level premium term life insurance coverage (naming Executive's written designee as the beneficiary of the policy, with the Company having no right to revoke or alter the designation) and such other types of insurance for Executive as shall be agreed upon between Executive and the Company from time to time. The Company shall only be responsible for the payment of insurance premiums during the Term. The Company shall use its commercially reasonable efforts to insure that life insurance policy is "portable" so that Executive can continue the policy after the end of Executive's employment with the Company at Executive's own expense.

(g)       AUTOMOBILE ALLOWANCE. The Company shall provide Executive with an automobile allowance which is consistent with the Company’s policy for executive employees with respect to such matters as of the date hereof.

(h)       FAILURE TO RENEW OR RENEGOTIATE CONTRACT. In the event that the Company and Executive do not enter into a new employment contract at the end of the Term, the Company shall have the right, exercisable by written notice at least thirty (30) days prior to the end of the Term, to extend the applicability of Section 8(e) until the second anniversary of the end of the Term, by payment to Executive, in one lump sum, of an amount equal to Executive's Base Salary for the last year of the Term. Such payment shall be made within fifteen (15) days after the end of the Term.

(a)       If a Change In Control occurs during the Term, and Executive is employed by the Company on the date of the Change In Control or Executive demonstrates that Executive would have been employed by the Company but for steps taken at the request of a third party to effect the Change In Control or Executive's termination was without Cause and arose in connection with or anticipation of such Change In Control, then Executive shall have the additional rights set forth in this Section 5. Namely, the Company shall, within thirty (30) days immediately following the date of the Change In Control, pay to Executive a lump sum cash amount equal to 2.9999 times the "base amount" (as such term is used in Section 280G(b)(3) of the Code). The Company shall engage its Accounting Firm to determine the "base amount" and all amounts payable in connection with a Change In Control; provided, however, that if the Accounting Firm is serving as accountant or auditor for the person, entity or group effecting the Change In Control, Executive shall appoint another nationally recognized accounting firm which shall provide Executive and the Company with detailed supporting calculations for its conclusions. Any determination of the Accounting Firm shall be binding upon the Company and Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Company.

(b)       In the event it shall be determined that any payment or distribution of any type to or for the benefit of Executive, by the Company, any of its Affiliates, any Person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code, and the regulations thereunder) or any Affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “ Total Payments ”), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “ Excise Tax ”), then Executive shall be entitled to receive an additional payment (a “ Gross-Up Payment ”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. For purposes of the foregoing determination, Executive’s tax rate will be deemed to be the highest statutory marginal state and federal tax rate (on a combined basis) then in effect.

(c)       All determinations as to whether any of the Total Payments are “parachute payments” (within the meaning of Section 280G of the Code), whether a Gross-Up Payment is required, the amount of such Gross-Up Payment and any amounts relevant to the last sentence of Section 5(b), shall be made by the Accounting Firm. The Accounting Firm shall provide its determination (the “ Determination ”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Company and Executive within five (5) days of the Termination Date, if applicable, or such earlier time as is requested by the Company or Executive (if Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that the Company should have made Gross-Up Payments (“ Underpayment ”), or that Gross-Up Payments will have been made by the Company which should not have been made (“ Overpayments ”). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an

Underpayment, the amount of such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. In the case of an Overpayment, Executive shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company, and otherwise reasonably cooperate with the Company to correct such Overpayment.

(a)       PERMANENT DISABILITY. In the event of the Permanent Disability (as defined below) of Executive, the Company shall cause all amounts due under the disability policy described in Section 4(e) to be paid to Executive, along with any Base Salary accruing during any eligibility or waiting period under the disability insurance policy obtained by the Company. Notwithstanding the foregoing, all payments hereunder shall end upon the earlier to occur of Executive's attaining the age of sixty-five (65) or the cessation of such Permanent Disability (whether as a result of recovery, rehabilitation, death or otherwise).

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

(c)       TERMINATION FOR CAUSE OR VOLUNTARY TERMINATION WITHOUT GOOD REASON. The Company may in its sole discretion terminate this Agreement and Executive's employment with the Company for Cause (as defined in Section 7(e) below) at any time and with or without advance notice to Executive. If Executive's employment is terminated for Cause, or if Executive Voluntarily Terminates (as defined below) his employment with the Company without Good Reason (as defined below), the Company shall promptly pay to Executive all amounts of Base Salary accrued pursuant to Section 4 above through the date of termination (but not Bonus Compensation), whereupon the Company shall have no further obligations to Executive under this Agreement. Executive and his dependents shall also be entitled to any continuation health insurance coverage rights, if any, under applicable law. If Executive Voluntarily Terminates without Good Reason and provides at least 6-months prior written notice, Executive is entitled to receive, in one lump sum, an amount (the “Voluntary Termination with Notice Amount”) equal to Executive’s annual Base Salary at the end of the notice period. This Voluntary Termination with Notice Amount shall be in addition to the Base Salary and Bonus Compensation during the notice period. If Executive Voluntarily Terminates without Good Reason but gives less than 6 months written notice, then Executive will be entitled to no further payments other than Base Salary earned through the date of termination. The Voluntary Termination with Notice Amount shall be made as soon as practicable following the effective date of Executive’s termination (but in no event later than the fifteenth day of the third month after the date of termination), unless the Company reasonably determines that Code

Section 409A will result in the imposition of additional tax on account of such payment before the expiration of the 6-month period described in Section 409A(a)(2)(B)(i) of the Code in which case such payment will be paid on the date that is six (6) months and one (1) day following the date of Executive’s separation from service (as defined in Code Section 409A) or, if earlier, the date of death of Executive.

(d)       TERMINATION WITHOUT CAUSE; VOLUNTARY TERMINATION WITH GOOD REASON. The Company may in its sole discretion terminate this Agreement and Executive’s employment with the Company without Cause at any time, with or without notice, for any reason or no reason (and no reason need be given). Executive may terminate this Agreement and Voluntarily Terminate his employment with the Company with Good Reason (as defined in Section 7(i) below). In the event Executive’s employment with the Company is terminated pursuant to this Section 6(d): (i) the Company shall pay to Executive all amounts of Base Salary accrued pursuant to Section 4 above through the date of termination, and any accrued, but unpaid, Bonus Compensation attributable to completed fiscal years, (ii) Executive shall be relieved of his obligations under Sections 1 and 3 hereof, and (iii) Executive shall be free to seek other employment subject to the terms of Section 8 hereof. In addition, if Executive’s employment with the Company is terminated pursuant to this Section 6(d), the Company shall pay to Executive the value of all compensation and any other benefits that Executive would have earned under this Agreement for the remaining Term together with all reasonable attorneys’ or other professional fees and costs incurred by Executive in enforcing his rights under this Section 6(d). Payments under this Section 6(d) will be made to Executive in monthly installments. Executive has no duty to mitigate payments under this Section 6(d) by obtaining other employment. However, the amounts payable hereunder shall be reduced by 25% of the base salary and bonus which Executive earns from new employment during such period. The Company may also require Executive to fully and completely release any and all claims for breach of this Agreement at the time of termination as a condition to receiving such payments under this Section 6(d); provided that any such release would be executed and effective no later than 60 days after Executive’s termination date. Executive and his dependents shall also be entitled to any continuation health insurance coverage rights, if any, under applicable law.

Of the amounts to be paid pursuant to Section 6(d), an amount equal to the Voluntary Termination with Notice Amount shall be paid at the same time and in the same form as provided under Section 6(c). Any additional benefits provided under Section 6(d) 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 6(d) 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 Company’s taxable year containing the date on which Executive incurs a separation from service (as defined in Section 409A) (the “separation date”), or (2) within 2-½ months of Executive’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 Executive’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 Executive’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 Executive in installments according to the Company’s normal payroll schedule commencing on the payroll date following Executive’s separation date; provided, however, that no payment shall be paid to Executive if he is a specifie