**Exhibit 10.3**

**AMENDMENT TO EMPLOYMENT AGREEMENT**

This is Amendment No. 1, dated November 10, 2006,  to the Employment Agreement dated as of April 1, 2005 (the “Employment Agreement”), between John C. Textor (“Employee”) and BabyUniverse, Inc. (“Employer”). 

          For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

|   | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                         | Paragraph 1 of Section A of Article IV of the Employment Agreement is   hereby amended to read in its entirety as follows: |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                       |
|   | Base Salary. Commencing as of October 1, 2006, Employee shall   be paid the sum of Two Hundred Twenty-Five Thousand Dollars ($225,000.00) on   an annualized basis (the “Base Salary”), which amount shall be paid in   accordance with Employer’s customary payroll practices and shall be subject   to adjustment from time to time, as determined by the Compensation Committee   of the Board of Directors of Employer. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                       |
|   | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                         | Except as modified herein, all other provisions of the Employment   Agreement shall remain in full force and effect.       |

IN WITNESS WHEREOF, the parties have executed this Amendment on the date first above written.

|   | BABYUNIVERSE, INC. |
|--------|--------------------|
|   |               |
|   |               |
|   | By:                | /s/ Jonathan Teaford |
|   |               |  |
|   | Name:              | Jonathan Teaford |
|   | Title:             | Executive Vice President    and Board Member |
|   |               |   |
|   |               |   |
|   |               | /s/ John C. Textor |
|   |               |  |
|   |               | John C. Textor |

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