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                                                                  Exhibit 10.18

July 7th, 1999

Cecilia Atkinson
4861 Dakota Boulevard
Boulder, CO  80304


        Re:  TERMS OF EMPLOYMENT

Dear Cecilia:

This letter will confirm the terms of your employment with KBkids.com LLC.
Such terms of employment are as follows:


         1. TITLE AND RESPONSIBILITIES. You will serve in the position of Vice
President, Marketing. You will assume and discharge such responsibilities as are
commensurate with such position and as the CEO of KBKids.com may direct. During
the term of your employment, you shall devote your full time, skill and
attention to your duties and responsibilities, shall perform them faithfully,
diligently and competently, and shall use your best efforts to further the
business of KBkids.com and its affiliates. In addition, you shall comply with
and be bound by the operating policies, procedures and practices of KBkids.com,
in effect from time to time during your employment.

         2. AT WILL EMPLOYMENT. You agree that your employment with KBkids.com
is for an unspecified duration that constitutes at-will employment, and that
either you or KBkids.com can terminate this relationship at any time, with or
without cause.

         3. COMPENSATION.

         (a) In consideration of your services, you will be paid an annualized
salary of U.S. $127,500, effective on your first day (yet to be determined)
payable twice a month in accordance with KBkids.com's standard payroll
practices.

         (b) In addition to your base compensation you will be eligible for an
annual bonus based on the achievement of the Company's planned sales goals. You
will receive the full amount of $35,000, if the Company achieves 100% of its
sales goals. The annual bonus shall be awarded by the Company within
thirty (30) days of the determination by the Company of achieving the sales
goals for the applicable fiscal year.


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        (c) The Board of Directors shall consider, at its next meeting, the
grant of an option to purchase 125,000 membership units in KBkids.com LLC at
the exercise price of $2.85. These units shall vest over four years starting on
the Effective Date, with no units vesting if your employment with KBkids.com
terminates within a year of the Effective Date. Such grant is contingent upon
Board approval.


        4.     OTHER BENEFITS.  You will be entitled to receive the standard
employee benefits, as well as the Vice President level benefits, made available
by KBkids.com to its employees to the full extent of your eligibility therefor.
You shall be entitled to one day of paid time off per month, which shall be
consistent with KBkids.com's PTO policy. During your employment, you shall be
permitted, to the extent eligible, to participate in any group medical
insurance plans, 401(k) plan, or similar benefit plan of KBkids.com that is
available from time to time to other comparable employees. Participation in any
such plan shall be consistent with your rate of compensation to the extent that
compensation is a determinative factor with respect to coverage under any such
plan.

        KBkids.com shall reimburse you for all reasonable business expenses
actually incurred or paid by you in the performance of your services on behalf
of KBkids.com, in accordance with the company's expense reimbursement policy as
from time to time in effect.

        5.     CONFIDENTIAL INFORMATION.  You agree that your employment is
contingent upon your execution and delivery to KBkids.com of a Nondisclosure
and Assignment of Inventions Agreement in the standard form utilized by
KBkids.com.

        6.     BACKGROUND CHECK.  Employment is contingent on receiving a
satisfactory result from a confidential background check conducted by
KBkids.com.

        7.     NO CONFLICTING EMPLOYMENT. You agree that, during the term of
your employment with KBkids.com, you will not engage in any other employment,
occupation, consulting or other business activity related to the business in
which KBkids.com is now involved or becomes involved during the term of your
employment, nor will you engage in any other activities that conflict with your
obligations to KBkids.com.


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          8.   GENERAL PROVISIONS.

               (a)  This Offer Letter will be governed by the laws of Colorado,
applicable to agreements made and to be performed entirely within Colorado.

               (b)  This Offer Letter sets forth the entire offer of KBkids.com
relating to your potential employment and supersedes all prior verbal
discussions between us.

               (c)  If one or more of the provisions in this letter are deemed
void by law, then the remaining provisions will continue in full force and
effect.

               (d)  The terms of this Offer Letter, when signed by you, will be
binding upon your heirs, executors, administrators and other legal
representatives and will be for the benefit of KBkids.com and successors and
assigns.

               (e)  You warrant that there is no agreement between you and any
other party that would conflict with your obligations under this agreement or
otherwise as an employee of KBkids.com.

          We are excited about having you join KBkids.com.  If the foregoing
accurately sets forth our mutual understanding and agreement regarding the terms
of your employment, please acknowledge the same and accept this offer by signing
and returning the enclosed copy of this letter, whereupon it shall become a
binding agreement for such employment.


                                        Very truly yours,

                                        KBkids.com LLC



                                        By: /s/ Srikant Srinivasan
                                           -----------------------------
                                        Its: CEO

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ACCEPTANCE:


          I accept the terms of my employment with KBkids.com as set forth
herein.  I understand that this Offer Letter does not constitute a contract of
employment for any specified period of time, and that the employment
relationship may be terminated by either party at any time.



/s/ Cecilia Atkinson
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By

Cecilia Atkinson
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Print Name

        7/7/99
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Date