TRANSITION SERVICES AGREEMENT

Exhibit 10.3

TRANSITION SERVICES AGREEMENT

between

Springs Global US, Inc.

and

Crown Crafts Infant Products, Inc.

Dated as of November 5, 2007

     This Transition Services Agreement (this “ Agreement ”) is made and entered into as of November 5, 2007 (the “ Effective Time ”), by and between Springs Global US, Inc., a Delaware corporation (“ Springs Global ”), and Crown Crafts Infant Products, Inc., a Delaware corporation (“ Crown Crafts ”).

WITNESSETH :

          WHEREAS, Springs Global and Crown Crafts have entered into an Asset Purchase Agreement dated as of the date hereof (the “ Asset Purchase Agreement ”) pursuant to which Springs Global has agreed to sell, and Crown Crafts has agreed to buy, certain of the assets of Springs Global’s baby product line;

          WHEREAS, in connection with the transactions contemplated by the Asset Purchase Agreement, Crown Crafts desires that Springs Global provide, or cause to be provided, to Crown Crafts, and Springs Global is willing to provide, or cause to be provided, to Crown Crafts, certain transition services as set forth herein during the periods set forth herein; and

          WHEREAS, capitalized terms used and not defined in this Agreement shall have the meanings ascribed to them in the Asset Purchase Agreement.

          NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

TERMS AND CONDITIONS

          1. Agreement to Provide Services .

          1.1 Agreement . Upon the terms and subject to the conditions contained herein and in the Schedules attached hereto, (a) Springs Global hereby agrees to provide, or cause to be provided, to Crown Crafts the Transition Services (as defined herein), and (b) Crown Crafts agrees to pay Springs Global the Service Costs (as defined herein) for such Transition Services.

          1.2 Transition Services . In this Agreement, the term “ Transition Services ” shall mean and refer to the services relating to the operation of Crown Crafts’ business set forth on Schedule A; each particular such service shall be referred to herein as a “ Transition Service .”

          1.3 Transition Period . Springs Global shall provide the Transition Services to Crown Crafts during the periods (each, a “ Transition Period ”) that shall commence at the Effective Time and shall, with respect to each Transition Service, continue for the period ending on the date that is six (6) months after the Effective Time or such shorter period, if any, set forth on Schedule A, unless earlier terminated in accordance with Section 1.4.

          1.4 Phase Out or Termination of Transition Services . Crown Crafts shall have the unconditional right, in its sole and absolute discretion, to direct that any or all of the Transition Services provided to it be terminated effective on a date established by Crown Crafts (“ Early Termination ”) that is prior to the applicable termination date for such Transition Service. Such Early Termination will be effective no earlier than fifteen (15) days after written notice of the Early Termination is received by Springs Global, unless Springs Global consents in writing to a shorter period. Any such Early Termination shall be final, and the amounts payable by Crown Crafts hereunder shall not be changed in any respect by any such Early Termination. Crown Crafts may at any time request that the level of any specific item of the Transition Services be reduced or phased out, subject to mutual written agreement of the parties at any time. If Crown Crafts fails to pay any Service Costs or Reimbursable Expenses (as defined herein) as and when due hereunder (subject to the provisions of Sections 2.2 and 2.3 hereof) or breaches any other material provision of this Agreement, then Springs Global may terminate this Agreement by giving written notice of termination to Crown Crafts; provided , that Springs Global will not terminate this Agreement without first giving Crown Crafts ten (10) business days following such notice to cure such failure or breach.

          2. Payment for Transition Services .

          2.1 Service Costs and Reimbursable Expenses . In consideration for Springs Global’s provision of the Transition Services, (i) Crown Crafts will reimburse Springs Global (a) for Springs Global’s service costs determined in accordance with Schedule A (the “ Service Costs ”) and (b) for Springs Global’s actual documented out-of-pocket expenses not otherwise set forth on Schedule A but nevertheless actually and reasonably incurred by Springs Global in connection with providing, or in order to provide or cause to be provided, the Transition Services (the “ Reimbursable Expenses ”); provided that no Reimbursable Expenses exceeding $5,000 in the aggregate shall be incurred without the prior written consent of Crown Crafts.

          2.2 Reimbursement of Service Costs and Expenses . Springs Global shall invoice Crown Crafts for Service Costs and Reimbursable Expenses promptly after the end of each fiscal month during each Transition Period. Such invoices shall set forth in reasonable detail the Transition Services provided during such month and the Service Costs and Reimbursable Expenses payable by Crown Crafts therefor. Subject to Section 2.3, each invoice shall be paid by wire transfer not later than thirty (30) calendar days following receipt by Crown Crafts thereof in accordance with the written instructions provided by Springs Global to Crown Crafts; provided , that no such payment by Crown Crafts shall be deemed to be a waiver of its rights under Section 2.3. This Section 2.2 and Section 2.3 below shall survive any termination of this Agreement with respect to Transition Services performed pursuant to this Agreement for which Springs Global has not yet been paid by Crown Crafts.

          2.3 Audits; Objections . Crown Crafts (and its accountants) shall have the right, upon reasonable written notice and at its expense, to review the applicable books and records of Springs Global with respect to Springs Global’s obligations under this Agreement and to confer with employees of Springs Global to review the accuracy of any of the invoices provided to Crown Crafts (in each case during business hours and without unreasonably disrupting Springs Global’s normal operations). In the event that Crown Crafts disputes any such invoice or the amount of any such remittances, Crown Crafts shall pay all undisputed

charges on such invoice and shall notify Springs Global in writing of its objections. Crown Crafts and Springs Global shall negotiate in good faith to attempt to resolve such dispute. In the event the parties are unable to resolve such dispute, the parties will seek to resolve such dispute in accordance with Section 7.11 of this Agreement.

          3. Service Standards . Springs Global shall perform or cause to be performed the Transition Services with the same degree of care, skill, diligence and compliance with applicable law and in substantially the same manner as performed immediately prior to the Effective Time.

          4. Force Majeure . No party shall be liable for any failure of performance attributable to acts, events or causes (including, but not limited to, war, riot, rebellion, civil disturbances, power failures, failure of telephone lines and equipment, flood, storm, fire and earthquake or other acts of God or conditions or events of nature, or any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental authority) beyond its control that prevent in whole or in part performance by such party hereunder. In the event of any such force majeure event, Springs Global will take commercially reasonable steps to mitigate the adverse effect of such force majeure event. Subject to the foregoing, the affected provisions and/or other requirements of this Agreement shall be suspended during the period of such disability and Springs Global shall have no liability to Crown Crafts or any other party in connection therewith other than by reason of breach or nonfulfillment of its covenants in this Section 4. To the extent Springs Global is unable to provide services during any period of force majeure, Crown Crafts shall not be liable for any Service Costs or Reimburseable Expenses during such period of force majeure. Springs Global shall use commercially reasonable efforts to remove such disability as soon as and to the extent reasonably possible and to assist Crown Crafts in finding third parties to provide affected Transition Services at rates no less favorable to Crown Crafts than those applicable hereunder during the period of such disability. Unless otherwise agreed in writing by Crown Crafts, the Transition Period relating to each Transition Service affected by such disability, other than Transition Services related to information technology, shall be deemed to be extended by a period of time equal to the period of such disability.

          5. Access to Employees .

          (a) At Crown Crafts’ request, Springs Global shall use reasonable efforts to provide Crown Crafts with reasonable access to the employees providing the applicable Transition Services hereunder.

          (b) Crown Crafts agrees that during the term of this Agreement and for a period of twelve (12) months following the termination of this Agreement Crown Crafts shall, and shall cause its subsidiaries and Affiliates (as defined herein) to, not employ, solicit, tamper with, or divert (or attempt to employ, solicit, tamper with, or divert) away from Springs Global or its Affiliates any of Springs Global’s or its Affiliates’ employees (other than employees solely associated with the baby product line) for the purpose of engaging or employing them.

          6. Indemnification .

          (a) Springs Global shall indemnify, defend, save and hold harmless Crown Crafts, its Affiliates, their officers, directors, employees, agents and representatives from and against any and all losses, liabilities, claims, damages, actions, fines, penalties, expenses or costs (including court costs and reasonable attorneys’ fees) (“ Losses ”) suffered or incurred by any such Person arising from or in connection with Springs Global’s nonfulfillment of or failure to comply with any covenant, agreement or obligation of Springs Global hereunder, except to the extent resulting from Crown Crafts’ or any of its Affiliates’ acts or omissions.

          (b) Crown Crafts shall indemnify, defend and hold harmless Springs Global, its Affiliates, their officers, directors, employees, agents and representatives from and against any and all Losses suffered or incurred by any such Person arising from or in connection with Crown Crafts’ nonfulfillment of or failure to comply with any covenant, agreement or obligation of Crown Crafts hereunder, except to the extent resulting from Springs Global’s or any of its Affiliates’ acts or omissions.

          (c) Notwithstanding any other provision of this Agreement, no party shall be liable for lost profit, lost revenue or any other form of indirect, incidental, special, consequential or punitive damages, even if that party has been informed of the possibility of such damages.

          7. General Provisions .

          7.1 Definitions . For the purposes of this Agreement and the Schedules and Exhibits hereto:

          “ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. Control of any Person shall consist of the power to direct the management and policies of such Person (whether through the ownership of voting securities, by contract, as trustee or executor or otherwise) and shall be deemed to exist upon the ownership of securities entitling the holder thereof to exercise more than fifty percent (50%) of the voting power in the election of directors of such Person (or other Persons or body performing similar functions).

          7.2 Notices . All notices and other communications hereunder shall be in writing and shall be deemed given if (a) delivered by hand, (b) mailed by registered or certified mail (return receipt requested), (c) by deposit with a nationally recognized courier for next business day delivery, or (d) faxed and immediately confirmed both orally and in writing, to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice) and shall be de