CROWN CRAFTS INC
AMENDED/RESTATED EMPLOYEE AGREEMENT-FREEMAN
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>4
<FILENAME>d15992exv10w31.txt
<DESCRIPTION>AMENDED/RESTATED EMPLOYEE AGREEMENT-FREEMAN
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.31

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

      THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), is made
and entered into as of the 20th day of April, 2004 (the "Effective Date") by and
between NANCI FREEMAN, a resident of the State of California ("Employee"), and
Crown Crafts, Inc., a Delaware corporation ("Employer").

                                   WITNESSETH:

      WHEREAS, Employer and Employee have entered into that certain Employment
Agreement dated as of July 23, 2001 (the "Original Agreement"); and

      WHEREAS, Employer and Employee wish to amend and restate the Original
Agreement in its entirety in the manner hereinafter set forth;

      NOW, THEREFORE, in consideration of the employment of Employee by
Employer, of the premises and the mutual promises and covenants contained
herein, and of 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:

      1.    Employment and Duties. Subject to the terms and conditions hereof,
Employer hereby agrees to continue to employ Employee during the term of this
Agreement to serve as President and Chief Executive Officer of Crown Crafts
Infant Products, Inc., a wholly owned subsidiary of Employer and to perform such
other duties and responsibilities as customarily performed by persons acting in
such capacity. During the term of this Agreement, Employee will devote her full
time and effort to her duties hereunder.

      2.    Term. Subject to the provisions regarding Termination as set forth
in Section 10 of this Agreement, the period of Employee's employment under this
Agreement shall end on April 30, 2005 (the "Initial Period") unless Employee
dies before the end of the Initial Period, provided that the term of this
Agreement shall after April 30, 2004 be extended automatically on the 1st day of
each month for one additional month so that this Agreement shall always be for a
full one-year period unless the Employer or the Employee shall affirmatively
decide and notify the other to the contrary in writing of its or her intention
that this Agreement shall not be so extended, in which event this Agreement
shall terminate at the end of the one year period following such notice.

      3.    Compensation. For all services to be rendered by Employee during the
term of this Agreement, Employer shall pay Employee in accordance with the terms
set forth in Exhibit A, net of applicable withholdings, payable in bi-weekly
installments except all bonuses, if any, will be paid annually in July of each
year.

      4.    Expenses. So long as Employee is employed hereunder, Employee is
entitled to receive reimbursement for, or seek payment directly by Employer of,
all reasonable expenses which are consistent with the normal policy of Employer
in the performance of Employee's duties hereunder, provided that Employee
accounts for such expenses in writing.

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      5.    Employee Benefits. So long as Employee is employed hereunder,
Employee shall be entitled to participate in the various employee benefit
programs available to similarly-situated employees which are adopted by Employer
from time to time.

      6.    Vacation. Employee shall be entitled to twenty (20) days annual
vacation.

      7.    Confidentiality. In Employee's position as an employee of Employer,
Employee has had and will have access to confidential information, trade secrets
and other proprietary information of vital importance to Employer and has
developed and will continue to develop relationships with customers, employees
and others who deal with Employer which are of value to Employer. Employer
requires, as a condition to Employee's employment with Employer, that Employee
agree to certain restrictions on Employee's use of the proprietary information
and valuable relationships developed during Employee's employment with Employer.
In consideration of the terms and conditions contained herein, the parties
hereby agree as follows:

            7.1   Employer and Employee mutually agree and acknowledge that
Employer may entrust Employee with highly sensitive, confidential, restricted
and proprietary information concerning various Business Opportunities (as
hereinafter defined), customer lists, and personnel matters. Employee
acknowledges that she shall bear a fiduciary responsibility to Employer to
protect such information from use or disclosure that is not necessary for the
performance of Employee's duties hereunder, as an essential incident of
Employee's employment with Employer.

            7.2   For the purposes of this Section 7, the following definitions
shall apply:

                  7.2.1 "Trade Secret" shall mean the identity and addresses of
customers of Employer, the whole or any portion or phase of any scientific or
technical information, design, process, procedure, formula or improvement that
is valuable and secret (in the sense that it is not generally known to
competitors of Employer) and which constitutes a "trade secret" under Delaware
law pursuant to the Delaware Uniform Trade Secrets Act.

                  7.2.2 "Confidential Information" shall mean any data or
information, other than Trade Secrets, which is material to Employer and not
generally known by the public. Confidential Information shall include, but not
be limited to, Business Opportunities of Employer (as hereinafter defined), the
details of this Agreement, Employer's business plans and financial statements
and projections, information as to the capabilities of Employer's employees,
their respective salaries and benefits and any other terms of their employment
and the costs of the services Employer may offer or provide to the customers it
serves, to the extent such information is material to Employer and not generally
known by the public.

                  7.2.3 "Business Opportunities" shall mean all activities of
the type conducted, authorized, offered, or provided to the Employer by Employee
prior to termination of her employment hereunder, including the duties performed
by the Employee under Section 1, "Employment and Duties", of this Agreement. For
purpose of reference, such activities as of the Effective Date include the
business of manufacturing, marketing and distribution of infant bedding, infant
blankets, infant accessories, infant bibs, infant bath items and infant gift
sets and the Employer's operations and activities related thereto.

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                  7.2.4 Notwithstanding the definitions of Trade Secrets,
Confidential Information, and Business Opportunities set forth above, Trade
Secrets, Confidential Information, and Business Opportunities shall not include
any information:

                        (i)   that is or becomes generally known to the public;

                        (ii)  that is already known by Employee or is developed
by Employee after termination of employment through entirely independent
efforts;

                        (iii) that Employee obtains from an independent source
having a bona fide right to use and disclose such information;

                        (iv)  that is required to be disclosed by law, except to
the extent eligible for special treatment under an appropriate protective order;
or

                        (v)   that Employer's Board of Directors approves for
release.

      7.3   Employee shall not, without the prior approval of Employer's Board
of Directors, during her employment with Employer and for so long thereafter as
the information or data remain Trade Secrets, use or disclose, or negligently
permit any unauthorized person who is not an employee of Employer to use,
disclose, or gain access to, any Trade Secrets.

      8.    Observance of Security Measures. During Employee's employment with
Employer, Employee is required to observe all security measures adopted to
protect Trade Secrets, Confidential Information and Business Opportunities.

      9.    Return of Materials. Upon the request of Employer and, in any event,
upon the termination of her employment with Employer, Employee shall deliver to
Employer all memoranda, notes, records, manuals or other documents, including
all copies of such materials containing Trade Secrets or Confidential
Information, whether made or compiled by Employee or furnished to her from any
source by virtue of her employment with Employer.

      10.   Termination.

            10.1  During the term of this Agreement, Employee's employment may
be terminated (i) at the election of Employer for Cause; (ii) at Employee's
election for Good Reason; (iii) upon Employee's death; (iv) at the election of
either party, upon Employee's disability resulting in an inability to perform
the duties described in Section 1 of this Agreement for a period of 180
consecutive days; (v) as set forth in Section 13 of this Agreement; or (vi) by
mutual written agreement of Employer and Employee.

            10.2  Cause. For purposes of this Agreement, a termination of
employment is for "Cause" if the Employee has been convicted of a felony or if
the termination is evidenced by a resolution adopted in good faith by two-thirds
(2/3) of the Board that the Employee (i) intentionally and continually failed
substantially to perform her reasonably assigned duties with the Employer (other
than a failure resulting from the Employee's incapacity due to physical or
mental illness or from the Employee's assignment of duties that would constitute
"Good Reason" as

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hereinafter defined) which failure continued for a period of at least thirty
(30) days after a written notice of demand for substantial performance has been
delivered to the Employee specifying the manner in which the Employee has failed
substantially to perform, or (ii) intentionally engaged in illegal conduct or
gross misconduct which results in material economic harm to the Employer;
provided, however, that no termination of the Employee's employment shall be for
Cause as set forth in clause (ii) above until (x) there shall have been
delivered to the Employee a copy of a written notice setting forth that the
Employee was guilty of the conduct set forth in clause (ii) and specifying the
particulars thereof in detail, and (y) the Employee shall have been provided an
opportunity to be heard in person by the Board (with the assistance of the
Employee's counsel if the Employee so desires). No act, or failure to act, on
the Employee's part, shall be considered "intentional" unless the Employee has
acted or failed to act with a lack of good faith and with a lack of reasonable
belief that the Employee's action or failure to act was in the best interests of
the Employer. Any act, or failure to act, based upon authority given pursuant to
a resolution duly adopted by the Board or upon the instructions of any senior
officer of the Employer or based upon the advice of counsel for the Employer
shall be conclusively presumed to be done, or omitted to be done, by the
Employee in good faith and in the best interests of the Employer. Any
termination of the Employee's employment by the Employer hereunder shall be
deemed to be a termination other than for Cause unless it meets all requirements
of this Section 10.2

            10.3  For purposes of this Agreement, "Good Reason" shall mean a
good faith determination by the Employee, in the Employee's sole and absolute
judgment, that any one or more of the following events or conditions has
occurred, without the Employee's express written consent:

                  (i)   The assignment to the Employee of any duties
inconsistent with the Employee's position (including, without limitation,
status, titles and reporting requirements), authority, duties or
responsibilities, or any other action by the Employer that results in a material
diminution in such position, authority, duties or responsibilities, excluding
for this purpose isolated and inadvertent action not taken in bad faith and
remedied by the Employer promptly after receipt of notice thereof given by the
Employee;

                  (ii)  A material reduction by the Employer of the Employee's
base salary as the same may be increased from time to time, or a change in the
eligibility requirements or performance criteria under any bonus, incentive or
compensation plan, program or arrangement under which the Employee is covered
which adversely affects the Employee;

                  (iii) any failure to pay the Employee any compensation or
benefits to which she is entitled within five (5) days of the date due;

                  (iv)  the Employer's requiring the Employee to be based
anywhere other than within fifty (50) miles of the Employee's job location,
except for reasonably required travel on the Employer's business which is not
materially increased;

                  (v)   without replacement by a plan providing benefits to the
Employee substantially equivalent to or greater than those discontinued, the
failure by the Employer to continue in effect, within its maximum stated term,
any pension, bonus, incentive, stock ownership, purchase, option, life
insurance, health, accident disability, or any other employee benefit plan,
program or

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arrangement, in which the Employee participates, or the taking of any action by
the Employer that would adversely affect the Employee's participation or
materially reduce the Employee's benefits under any of such plans;

                  (vi)  the taking of any action by the Employer that would
materially adversely affect the physical conditions in or under which the
Employee performs her employment duties, provided that the Employer may take
action with respect to such conditions so long as such conditions are at least
commensurate with the conditions in or under which an officer of the Employee's
status would customarily perform her employment duties;

                  (vii) the insolvency or the filing of a petition for
bankruptcy by the Employer;

                  (viii) any purported termination of the Employee's employment
for Cause by the Employer which does not comply with the terms of Section 10.2
hereof; or

                  (ix)  any breach by the Employer of any material provision of
this Agreement.

      The Employee's right to terminate her employment pursuant to this Section
10.3 shall not be affected by her incapacity due to physical or mental illness.

            10.4  If this Agreement is terminated either pursuant to Cause,
Employee's death or Employee's disability, Employee shall receive no further
compensation or benefits, other than Employee's salary and other compensation as
accrued through the date of such termination.

      10.5  If this Agreement is terminated at Employer's election without Cause
or at the election of Employee for Good Reason or is not expressly assumed by
any acquirer of the Company whether by purchase, merger, consolidation or
otherwise, Employee shall receive what she would have received under Section
13.2 hereof following a Change in Control, provided that, rather than being paid
in a lump sum, Employee's salary shall be paid on a bi-weekly basis during the
Restricted Period, as defined in Section 12.1 hereof.

      11.   Notices. All notice provided for herein shall be in writing and
shall be deemed to be given when delivered in person or deposited in the United
States Mail, registered or certified, return receipt requested, with proper
postage prepaid and addressed as follows:

                        Employer:          Crown Crafts, Inc.
                                           P. O. Box 1028
                                           Gonzales, Louisiana 70707
                                           Attn: E. Randall Chestnut, President
                                           and Chief Executive Officer

                        with a copy to:    Rogers & Hardin LLP
                                           2700 International Tower
                                           229 Peachtree Street
                                           Atlanta, Georgia  30303
                                           Attn: Steven E. Fox, Esquire

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                        Employee:          Nanci Freeman
                                           5882 Bolsa Avenue, Suite 100
                                           Huntington Beach, California  92649

      12.   Restrictive Covenants

            12.1  For purposes of this Agreement, the following terms shall have
the following respective meanings:

                  "Competing Business" means a business that, wholly or partly,
directly or indirectly, engages in manufacturing, marketing and distribution of
infant bedding, infant blankets, infant accessories, infant bibs, infant bath
items or infant gift sets.

                  "Competitive Position" means: (A) Employee's direct or
indirect equity ownership (excluding ownership of less than one percent (1%) of
the outstanding common stock of any publicly held corporation) or control of any
portion of any Competing Business; (B) Employee serving as a director, officer,
consultant, lender, joint venturer, partner, agent, advisor or independent
contractor of or to any Competing Business (except where Employee's duties would
relate to divisions or activities which do not compete with the Employer); or
(C) any employment arrangement between Employee and any Competing Business
whereby Employee is required to perform services for the Competing Business
substantially similar to those that Employee performed for the Employer.

                  "Restricted Territory" means the area within a 35 mile radius
of the city limits of the cities listed on Schedule 12, attached hereto.

                  "Restricted Period" means a period of time that is one (1)
year following termination of this Agreement.

            12.2  Employee agrees that she will not, without the prior written
consent of the Board, either directly or indirectly, alone or in conjunction
with any other person or entity, accept, enter into or attempt to enter into a
Competitive Position in the Restricted Territory at any time during her
employment with the Employer and during the Restricted Period.

            12.3  Employee agrees that she will not, without the prior written
consent of the Board, either directly or indirectly, alone or in conjunction
with any other person or entity, solicit, entice or induce any customer of the
Employer (or any actively sought or prospective customer of the Employer) in
which Employee had direct or indirect contact during the Term for or on behalf
of any Competing Business in the Restricted Territory at any time during her
employment with the Employer and during the Restricted Period.

            12.4  Employee agrees that she will not, without the prior written
consent of the Board, either directly or indirectly, alone or in conjunction
with any other person or entity, solicit or attempt to solicit any "key or
material" employee, consultant, contractor or other personnel of the Employer in
the Restricted Territory to terminate, alter or lessen that party's affiliation
with the Employer or to violate the terms of any agreement or understanding
between such employee,

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consultant, contractor or other person and the Employer at any time during her
employment with the Employer or for a period of two years thereafter. For
purposes of this subsection (d), "key or material" employees, consultants,
contractors or other personnel shall mean those such persons or entities who
have direct access to or have had substantial exposure to Confidential
Information or Trade Secrets.

            12.5  Notwithstanding any expiration or termination of the Term, the
provisions of this Section 12 shall survive and remain in full force and effect,
as shall any other provision hereof that, by its terms or reasonable
interpretation thereof, sets forth obligations that extend beyond the
termination of this Agreement.

      13.   Change in Control.

            13.1  "Change in Control" shall mean:

                  13.1.1 any transaction, whether by merger, consolidation,
asset sale, tender offer, reverse stock split, or otherwise, which results in
the acquisition or beneficial ownership (as such term is defined under rules and
regulations promulgated under the Securities Exchange Act of 1934, as amended)
by any person or entity or any group of persons or entities acting in concert,
of 25% or more of the outstanding shares of common stock of Employer; provided,
that, in determining whether a Change in Control has occurred, shares acquired
by Bank of America, N.A., The Prudential Insurance Company of America and
Wachovia Bank, N.A. pursuant to that certain Subordinated Note and Warrant
Purchase Agreement dated as of July 23, 2001 shall not be included.

                  13.1.2 the sale of all or substantially all of the assets of
Employer; or

                  13.1.3 the liquidation of Employer.

            13.2  If there occurs a Change in Control, and if at the time of
such Change in Control, E. Randall Chestnut ("Chestnut") is not employed by
Employer or any of its affiliates (as defined in Rule 405 promulgated under the
Securities Act of 1933, as amended), or if there occurs a Change in Control and
if Chestnut is so employed at the time of such Change in Control and at any time
during the 180-day period immediately following the occurrence of such Change in
Control, Chestnut shall no longer be employed by Employer or any of its
affiliates for whatever reason, then, and in any such event, Employee shall be
entitled within ninety (90) days after the date of such Change in Control if
Chestnut is not employed by Employer or any of its affiliates on such date, or
within ninety (90) days after the first date on which Chestnut is no longer
employed by Employer or any of its affiliates if Chestnut is employed by
Employer or any of its affiliates on the date of such Change in Control, to
deliver to Employer written notice of termination of this Agreement, whereupon
Employer shall pay to Employee a lump sum cash payment in an amount equal to the
sum of (i) the then current compensation and benefits, including, without
limitation, salary, all perquisites, and all other forms of compensation other
than bonuses that would be remaining under the applicable terms of the Agreement
then in effect for the greater of the remaining term of this Agreement or one
(1) year and (ii) the highest annual bonus paid or payable to Employee in
respect of any of the three (3) full fiscal years ended immediately prior to
such Change in Control,

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including, without limitation, any bonus or portion thereof earned but deferred
(and annualized for any fiscal year consisting of less than twelve (12) full
months). This payment shall be paid to Employee by Employer within thirty (30)
days after the delivery of such notice of termination by Employee to Employer.

      14.   Miscellaneous.

            14.1  This Agreement, together with Exhibit A and Schedule 12,
constitutes and expresses the whole agreement of the parties in reference to the
employment of Employee by Employer, and there are no representations,
inducements, promises, agreements, arrangements, or undertakings oral or
written, between the parties other than those set forth herein. This Agreement
shall constitute an amendment and restatement of the Original Agreement in its
entirety. It shall not be necessary to make reference to the Original Agreement,
the terms of which are entirely superseded by the provisions of this Agreement.

            14.2  This Agreement shall be governed by the laws of the State of
Delaware.

            14.3  Should any clause or any other provision of this Agreement be
determined to be void or unenforceable for any reason, such determination shall
not affect the validity or enforceability of any clause or provision of this
Agreement, all of which shall remain in full force and effect.

            14.4  Time is of the essence in this Agreement.

            14.5  This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their successors and assigns. This Agreement shall not
be assignable by Employee without the prior written consent of Employer.

            14.6  This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original and all of which taken together shall
constitute but a single instrument.

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      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.

                                           EMPLOYEE:

/s/ Kelly Chaides                          /s/ Nanci Freeman
-------------------------------            -------------------------------(SEAL)
Witness                                    NANCI FREEMAN

ATTEST:                                    EMPLOYER:

                                           CROWN CRAFTS, INC.

By: /s/ Olivia Woodyear                    /s/ E. Randall Chestnut
  -----------------------------            -------------------------------------
      Olivia Woodyear, Secretary           E. Randall Chestnut, President and
                                           Chief Executive Officer

            (CORPORATE SEAL)

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                                    Exhibit A
                  to Amended and Restated Employment Agreement
                        By and Between Nanci Freeman and
                            Crown Crafts, Inc., Inc.

                              Employee Compensation

Capitalized terms used herein and not defined shall have the meanings set forth
in the Amended and Restated Employment Agreement.

BASE SALARY: $248,062.50 per year subject to annual increases as reviewed and
approved by the Board of Directors.

BONUS: Payable each July based on a performance matrix established against
budgets and approved by the Employer's Board of Directors.

AUTO ALLOWANCE:  Cost of automobile and all operating expenses.

INSURANCE: Employee's and her dependents' hospitalization, dental, life
insurance and 401(k) plans as adopted by the Employer's Board of Directors for
similarly-situated employees of the Employer, subject to the terms of such
plans.

<PAGE>

                                   SCHEDULE 12

                        1.          Bentonville, Arkansas

                        2.          Paramus, New Jersey

                        3.          Troy, Michigan

                        4.          Minneapolis, Minnesota

                        5.          Burlington, New Jersey

                        6.          New York, New York

                        7.          Plano, Texas

                        8.          Chicago, Illinois

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