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                                                                  Exhibit 10.20




September 2, 1999



David Novitsky
5035 Kendall Station
Acworth, GA 30102

RE:  TERMS OF EMPLOYMENT
     -------------------

Dear David:

      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, Merchandising.  You will assume and discharge such responsibilities
as are commensurate with such position and as the Founder and 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. $120,000, effective on your first day (yet to be determined).

          (b)  In addition to your base compensation you will be guaranteed an
annual minimum bonus of $40,000.  This bonus will be paid to you in your regular
paycheck, in equal amounts of $1,538.46 per paycheck.

          (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.
These units shall vest over four years starting on the Effective Date (start
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
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full extent of your eligibility therefor.  During your employment, you shall be
permitted, to 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.   RELOCATION ASSISTANCE.

     (a)  PHYSICAL MOVE:  KBkids.com shall arrange for a professional household
          goods carrier to move your household belongings.  KBkids.com will pay
          for the normal packing, loading and unloading, as well as the
          transportation of physical goods.

     (b)  TEMPORARY LIVING:  KBkids.com will reimburse you for a furnished
          corporate apartment for the duration of three months for temporary
          living.  During this temporary living, you will be reimbursed for up
          to $1,000 monthly for the cost of your round trip travels to your
          current home, for up to six months. You will also be reimbursed for
          the cost of two round trips for your spouse to the new work location
          for the purpose of house hunting.

     (c)  DUPLICATE MORTGAGE:  Should you purchase a new home before the sale of
          your current property and have mortgage payments due on both homes
          during the same month, KBkids.com will pay the lesser of the two
          mortgages (principal and interest) for up to six months.

     (d)  SELLING EXISTING RESIDENCE:  KBkids.com will cover all reasonable and
          customary selling costs on your existing primary residence, not to
          exceed $20,000.

     (e)  NEW RESIDENCE:  KBkids.com will cover all reasonable and customary
          closing costs on your new residence, not to exceed $2,000.

     6.   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.

     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
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other activities that conflict with your obligations to KBkids.com.

     8.   NO COMPETE.  You agree that so long as you are employed by KBkids.com
and for a period of six (6) months after your employment with KBkids.com
terminates, you will not directly or indirectly, own, manage, control or
participate in the ownership, management or control of, or be employed or
engaged by or otherwise affiliated or associated as a consultant, independent
contractor or otherwise with, any other corporation, partnership,
proprietorship, firm, association or business entity or otherwise engaged in any
business that is engaged in any manner as an internet retailer of similar
products to Kbkids.com, in any state in the United States or any foreign country
in which the Company or such affiliates or subsidiaries are then doing business
and then only with respect to the business of the Company, its affiliates or
subsidiaries then being conducted in such states or countries; provided,
however, that the ownership of not more than 1% of the stock of any publicly
traded corporation shall not be deemed a violation of this covenant.

     9.   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.
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                                   Very truly yours,


                                   KBkids.com LLC



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


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ACCEPTANCE:


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


    /s/ David Novitsky
------------------------------
By


      David Novitsky
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Print Name


     September 2, 1999
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Date