**Exhibit 10.5**

**AMENDMENT TO EMPLOYMENT AGREEMENT**

This is Amendment No. 1, dated November 10, 2006,  to the Employment Agreement dated as of July 11,  2005 (the “Employment Agreement”), between  Georgianne K. Brown (“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 One Hundred Forty Thousand Dollars ($140,000.00) 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.                                                                                                                                                                                                                                                                                                                                                                                                                                   | A new Paragraph 5   of Section A of Article IV of the Employment Agreement is hereby added:                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                         |
|   | Effective October   1, 2006, Employee shall be entitled to receive $750 per month as an   automobile allowance, subject to adjustment by the Compensation Committee of   Employer’s Board of Directors, for as long as she continues to commute from   her current residence to Employer’s Jupiter, Florida offices.                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                   | 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/ John C. Textor |
|   |               |  |
|   | Name:              | John C. Textor |
|   | Title:             | Chief Executive Officer |
|   |               |   |
|   |               |   |
|   |               | /s/  Georgianne K. Brown |
|   |               |  |
|   |               | Georgianne K. Brown |