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                               EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of July 1,
1999, is made and entered by and among Matthew Glickman (the "Executive"),
eToys Inc., a Delaware corporation ("Parent"), and BabyCenter, Inc., a
Delaware corporation and wholly owned subsidiary of Parent (the "Company").

                                    RECITALS

         WHEREAS, pursuant to an Agreement and Plan of Reorganization dated
as of April 18, 1999 (the "Merger Agreement"), between the Company, Parent
and the other parties thereto, as of the date hereof Parent has acquired the
Company by way of a merger;

         WHEREAS, Parent and the Company desire to be assured of the
continued provision of services by the Executive and therefore wish to have
the Company employ the Executive in the capacity and on the terms set forth
below;

         WHEREAS, the Executive desires to commit himself to serve the
Company on the terms set forth below;

         NOW, THEREFORE, in consideration of the foregoing and of the
respective covenants and agreements set forth below, the parties hereto agree
as follows:

1.       EMPLOYMENT PERIOD. The Company shall employ the Executive and the
         Executive shall continue in the employ of the Company for the period
         commencing on the date of this Agreement, and ending on July 1, 2004,
         unless sooner terminated in accordance with the provisions of this
         Agreement or otherwise (the "Initial Term"). This Agreement may be
         renewed or extended for one or more additional periods after the
         Initial Term only by mutual written agreement to that effect by the
         parties (each, a "Renewal Period"); provided, that any such Renewal
         Period may be terminated as provided herein. The "Term" shall mean the
         period beginning on the date hereof and ending on the date of
         termination of Executive's services for the Company. Upon expiration of
         the Term, except as expressly set forth herein (including in Section
         6), this Agreement and all of its provisions shall terminate and shall
         cease to have any force or effect.

2.       DUTIES

         (a)      During the Term, the Executive shall serve as the Chief
                  Executive Officer of the Company, with such authority and
                  duties as are assigned to him from time to time by the Board
                  of Directors of the Company or the Board of Directors of
                  Parent, that are consistent with the customary duties
                  associated with such title and position. During the Term,
                  Executive shall report to the Chief Executive Officer of
                  Parent or the Board of Directors of the Company and/or Parent,
                  as determined by the Company or Parent from time to time.

         (b)      During the Term, the Executive shall devote substantially all
                  his working time, attention, skill and efforts to the business
                  and affairs of the Company,

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                  will use his best efforts to promote the success of the
                  Company's business, and shall not enter the employ of or
                  serve as a consultant to, or in any way perform any services,
                  with or without compensation, for any other person,
                  enterprise, business, company, corporation, partnership,
                  firm, association or organization.

3.       COMPENSATION AND RELATED MATTERS

         (a)      SALARY. During the Term, the Executive shall receive a salary
                  at the rate of $150,000 per annum, payable in accordance with
                  the Company's regular payroll practices. Executive's annual
                  base salary shall be subject to review from time to time for
                  possible increases by the Board of Directors of the Company or
                  of Parent. (Executive's base salary, as increased from time to
                  time, shall be referred to as the "Base Salary.")

         (b)      EXPENSES. The Company shall reimburse the Executive for all
                  reasonable travel and other reasonable out-of-pocket business
                  expenses incurred by the Executive in the performance of his
                  duties under this Agreement upon evidence of payment and
                  otherwise in accordance with the Company's procedures in
                  effect from time to time.

         (c)      EMPLOYEE BENEFITS. During the Term, except as provided in
                  Section 2(d) below, the Executive shall be entitled to
                  participate in or receive benefits under any employee health
                  benefit plan or other arrangement made available by the
                  Company or its subsidiaries to its employees ("Health Benefit
                  Plan") on terms no less favorable than those generally
                  applicable to other employees of the Company or its
                  subsidiaries, subject to and on a basis consistent with the
                  terms, conditions and overall administration of such Health
                  Benefit Plan. The Executive shall also be entitled to
                  participate in or receive benefits under any other employee
                  benefit plans on terms no less favorable than those generally
                  applicable to employees of the Company or its subsidiaries,
                  subject to and on a basis consistent with the terms,
                  conditions and overall administration of such other employee
                  benefit plans.

         (d)      VACATION. The Executive shall be entitled to three weeks
                  vacation during each year of the Term.

         (e)      DEDUCTIONS AND WITHHOLDINGS. All amounts payable or which
                  become payable hereunder shall be subject to all deductions
                  and withholding required by law.

         (f)      STOCK OPTIONS. On the date hereof, the Board of Directors of
                  Parent shall cause to be issued to Executive, from Parent's
                  1999 Employee Stock Option Plan, options (the "Executive
                  Options") to purchase 150,000 shares of the common stock, par
                  value $.0001 per share, of Parent ("Parent Common Stock").
                  Such options shall have an exercise price equal to the closing
                  sales price of the Parent Common Stock on the Nasdaq National
                  Market on the date of this Agreement. All other terms of the
                  options, including the four-

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                  year vesting schedule, shall be as specified in the 1999
                  Employee Stock Option Plan.

         (g)      ACCELERATED VESTING UNDER CERTAIN CIRCUMSTANCES. Parent agrees
                  that, in the event of a Change of Control of Parent (as
                  defined below), if Executive is terminated without Cause or
                  pursuant to a Constructive Termination (each as defined below)
                  at any time prior to the second anniversary of such Change of
                  Control, then the vesting of all options to acquire shares of
                  Parent Common Stock held by Executive shall be immediately
                  accelerated and all such options shall become exercisable in
                  full

4.       TERMINATION. The Executive's services for the Company and the Term of
         this Agreement may be terminated under the following circumstances:

         (a)      DEATH. The Executive's services hereunder shall terminate upon
                  his death. In the case of the Executive's death, the Company
                  shall pay to the Executive's beneficiaries or estate, as
                  appropriate, after his death, his then current accrued and
                  unpaid Base Salary as well as 100% of any earned and unpaid
                  bonus for any years preceding the year of termination ("Unpaid
                  Bonus") and other benefits and payments then due (including,
                  without limitation, reimbursement of amounts under Section 3)
                  to which the Executive is then entitled hereunder. Executive
                  and his beneficiaries, as appropriate, shall be entitled to no
                  other compensation under this Agreement following, or as a
                  result of, a termination under these circumstances.

         (b)      DISABILITY

                  (i)      If a Disability (as defined below) of the
                           Executive occurs during the Term, the Company may
                           give the Executive written notice of its intention
                           to terminate his employment. In such event, the
                           Executive's services with the Company shall
                           terminate on the effective date specified in such
                           notice. In the case of a termination as a result
                           of a Disability, the Company shall pay to the
                           Executive after his termination his then current
                           accrued and unpaid Base Salary, Unpaid Bonus and
                           other benefits and payments then due (including,
                           without limitation, reimbursement of amounts under
                           Section 3 to which the Executive is entitled
                           hereunder). Executive and his beneficiaries, as
                           appropriate, shall be entitled to no other
                           compensation under this Agreement following, or as
                           a result of, a termination under these
                           circumstances.

                  (ii)     For the purpose of this subsection 4(b),
                           "Disability" shall mean the Executive's inability
                           to perform his duties to the Company on a
                           full-time basis for 90 consecutive days or a total
                           of 120 days in any twelve month period as
                           reasonably determined by the Board of Directors of
                           the Company or of Parent.

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         (c)      TERMINATION BY THE COMPANY FOR CAUSE

                  The Company may terminate the Executive's services hereunder
                  for Cause (as defined below) at any time upon written notice
                  to the Executive. In such event, the Executive's services
                  shall terminate on the effective date specified in such
                  notice. In the case of the Executive's termination for Cause,
                  the Company shall promptly pay to the Executive his then
                  current accrued and unpaid Base Salary and other benefits and
                  payments then due (including, without limitation,
                  reimbursement of amounts under Section 3 (other than payments
                  under any bonus plan for the year of termination)) to which
                  the Executive is entitled hereunder. The Executive and his
                  beneficiaries, as appropriate, shall be entitled to no other
                  compensation under this Agreement following, or as a result
                  of, a termination under these circumstances. For purposes of
                  this Agreement, the Company shall have "Cause" to terminate
                  Executive's services hereunder in the event the Company or
                  Parent shall determine in good faith that any of the following
                  has occurred: (A) acts or omissions by the Executive which
                  constitute material misconduct or a knowing violation of a
                  material written policy of the Company or any of its
                  subsidiaries (provided Executive has been provided with a copy
                  of such material written policy), (B) the Executive or any
                  affiliated or related person or entity receiving a benefit in
                  money, property or services from the Company or any of its
                  subsidiaries or from another person dealing with the Company
                  or any of its subsidiaries, in material violation of
                  applicable law or Company policy, (C) an act of fraud,
                  conversion, misappropriation, or embezzlement by the Executive
                  or his conviction of, or entering a guilty plea or plea of no
                  contest with respect to, a felony, or the equivalent thereof,
                  (D) a material breach by the Executive of any of the
                  provisions of Section 6 or Section 7 hereof, (E) the
                  Executive's failure or refusal (whether intentional, reckless
                  or negligent) to perform his duties under this Agreement or
                  (F) any other breach by the Executive of this Agreement in any
                  material respect.

         (d)      TERMINATION BY THE EXECUTIVE. The Executive may terminate his
                  employment hereunder, PROVIDED that Executive first gives the
                  Company a written notice of termination at least 30 calendar
                  days prior to the effective date of any such termination. In
                  the event the Executive terminates his employment, the Company
                  shall pay to the Executive his then current accrued and unpaid
                  Base Salary and other benefits and payments then due
                  (including, without limitation, reimbursement of amounts under
                  Section 3 (other than payments under any bonus plan for the
                  year of termination)) to which the Executive is entitled
                  hereunder. The Executive and his beneficiaries shall be
                  entitled to no other compensation under this Agreement
                  following, or as a result of, a termination under these
                  circumstances.

         (e)      TERMINATION BY THE COMPANY WITHOUT CAUSE AND CONSTRUCTIVE
                  TERMINATION. The Company may terminate the Executive's
                  services hereunder without Cause at any time upon 30 days'
                  written notice to the Executive. Further, in the event that
                  the Company either (i) requires, as a condition of his
                  employment and without his consent, that Executive relocate
                  outside of the

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                  San Francisco Bay Area, or (ii) re-assigns Executive to a
                  position, or delegates to Executive duties and
                  responsibilities, that are materially less than those
                  generally associated with the title specified in Section 2(a)
                  hereof for an executive in a company that is reasonably
                  comparable in size and nature of business to the Company
                  (either clause (i) or clause (ii), a "Constructive
                  Termination"), then Executive shall be entitled to elect to
                  treat such events specified in clause (i) or (ii) as a
                  constructive termination of his employment hereunder by
                  providing written notice of such election to the Company. In
                  the event that Executive is terminated without Cause or
                  pursuant to a Constructive Termination as provided herein,
                  Executive's services shall terminate on the effective date
                  specified in the respective notice specified above, all
                  options to acquire Parent Common Stock held by Executive will
                  become fully vested and immediately exerciseable, and the
                  Company shall pay to the Executive (A) his current accrued and
                  unpaid Base Salary, Unpaid Bonus and other benefits and
                  payments (including, without limitation, reimbursement of
                  amounts under Section 3) to which the Executive is entitled
                  hereunder as of such effective date and (B) either (x) if such
                  termination occurs at any time prior to the second anniversary
                  of the date hereof, 18 months of the Executive's then
                  applicable Base Salary, or (y) if such termination occurs at
                  any time from the second anniversary of the date hereof
                  through and including the fifth anniversary of the date
                  hereof, 12 months of the Executive's then applicable Base
                  Salary (provided, however, that under no circumstance shall
                  any severance payment be made in respect of any month that
                  follows the fifth anniversary of the date hereof), in each
                  case subject to the Executive's compliance with the terms of
                  Section 6 and Section 7 hereof. Notwithstanding the foregoing
                  subclause (B), in the event that Executive becomes employed in
                  a position that is reasonably comparable to his position with
                  the Company in terms of base salary and level of duties and
                  responsibilities, then the Company shall no longer be required
                  to make the payments under subclause (B) from and after the
                  date of Employee's commencement of such alternative
                  employment. The Executive and his beneficiaries shall be
                  entitled to no other compensation under this Agreement
                  following, or as a result of, a termination without Cause or a
                  Constructive Termination under this paragraph. Salary and
                  bonus payments referred to in this Section 4(e) will be paid
                  in accordance with Sections 3(a) and 3(c), as applicable.

5.       LIMITATIONS ON STOCK TRANSFER.

         (a)      DEFINED TERMS. For purposes of this Section 5, the following
                  terms shall have the following meanings:

                  "Change of Control" shall mean (a) a sale of all or
                  substantially all of the assets of Parent or (b) a merger,
                  consolidation, reorganization, combination or other comparable
                  business transaction involving Parent following which the
                  shareholders of Parent immediately prior to such transaction
                  cease to own at least a majority of the outstanding voting
                  power of all classes of Parent capital stock following such
                  transaction.

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                  "Exchange Ratio" shall have the meaning specified therefor
                  in the Merger Agreement.

                  "Subject Shares" means a number of shares of Parent Common
                  Stock owned by Executive as of the date hereof equal to the
                  product of (A) 875,199 MULTIPLIED BY (B) the Exchange Ratio
                  MULTIPLIED BY (C) 0.666667, rounded down to the nearest even
                  number. The number of Subject Shares shall be adjusted from
                  time to time to reflect any stock split, stock dividend,
                  reverse stock split or other comparable transaction of Parent
                  following the date hereof, and such adjusted number of shares
                  shall be subject to the terms of this Section 5.

                  "Transfer" means to sell, offer to sell, contract to sell,
                  assign, pledge, hypothecate, transfer, exchange, grant any
                  option to purchase or otherwise transfer or dispose of.

         (b)      LIMITATION ON TRANSFERS OF SUBJECT SHARES.

                  (i)      LOCK-UP. Executive hereby agrees that, without
                           Parent's prior written consent, he will not, directly
                           or indirectly, Transfer (A) any of the Subject Shares
                           at any time prior to the first anniversary of the
                           date of this Agreement or (B) more than one-half of
                           the Subject Shares at any time from the first
                           anniversary of the date of this Agreement through and
                           including the second anniversary of the date of this
                           Agreement; PROVIDED, HOWEVER, that the foregoing
                           provisions shall become null and void and of no
                           further force or effect in the event that (i) Parent
                           terminates Executive without Cause or pursuant to a
                           Constructive Termination or (ii) Parent experiences a
                           Change of Control.

                  (ii)     STOP TRANSFER; LEGEND. Executive hereby agrees and
                           consents to the entry of stop transfer instructions
                           by Parent against the Transfer of the Subject Shares
                           consistent with the terms of this Section 5. In
                           addition, Executive hereby agrees and consents to the
                           placement of a legend on any certificate representing
                           the Subject Shares stating that the Transfer of such
                           Subject Shares is restricted by the terms of this
                           Agreement.

                  (iii)    NO OWNERSHIP INTEREST BY PARENT. Nothing contained in
                           this Section 5 shall be deemed to vest in Parent any
                           direct or indirect ownership or incidence of
                           ownership of or with respect to any Subject Shares.
                           All rights of ownership and economic benefits of and
                           relating to the Subject Shares, including, without
                           limitation, the right to vote the Subject Shares and
                           to receive dividends thereon, shall remain and belong
                           to Executive, subject only to the Transfer
                           restrictions contained in this Section 5.

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         (c)      CERTAIN TRANSFERS OF SHARES OF PARENT COMMON STOCK. Executive
                  agrees that, if Executive elects at any time to Transfer
                  100,000 or more shares of Parent Common Stock in any single
                  transaction or series of related transactions, then Executive
                  and Parent will retain a nationally recognized investment
                  banking firm, which shall be approved in writing by both
                  Executive and Parent, such approval not to be unreasonably
                  withheld by either party (the "Investment Bank"). Executive
                  and Parent will request that the Investment Bank provide
                  Executive and Parent with advice regarding the manner of
                  Transferring the respective shares that will most effectively
                  achieve the two goals of maximizing Executive's price for the
                  respective shares and minimizing any negative impact of such
                  Transfer on the public trading price of Parent Common Stock.
                  Each of Executive and Parent agrees to follow such advice of
                  the Investment Bank in connection with any such Transfer;
                  provided that, if the Investment Bank recommends a registered,
                  underwritten secondary offering of the respective shares, then
                  Parent shall be entitled to decline to follow such advice, in
                  which event Executive shall be entitled to sell the respective
                  shares in a manner designed solely to maximize the price paid
                  to Executive for the respective shares. All sales commissions
                  payable to the Investment Bank in connection with any Transfer
                  under this paragraph shall be paid by Executive, and the
                  reasonable expenses of the Investment Bank in connection with
                  providing such services to Executive and Parent will be paid
                  by Parent.

6.       CONFIDENTIAL AND PROPRIETARY INFORMATION.

(a)      The parties agree and acknowledge that during the course of the
         Executive's employment, the Executive has been given and will have
         access to and be exposed to trade secrets and confidential
         information in written, oral, electronic and other forms regarding
         Parent, the Company and their subsidiaries (which includes but is
         not limited to all of its business units, divisions and
         subsidiaries) and their business, equipment, products and employees,
         including, without limitation: the identities of Parent's and the
         Company's and their subsidiaries' customers and key accounts and
         potential customers and key accounts (hereinafter referred to
         collectively as "Customers"), including, without limitation, the
         identity of Customers the Executive cultivates or maintains while
         providing services at Parent, the Company or any of their
         subsidiaries using Parent's the Company's, or any of their
         subsidiaries' products, name and infrastructure, and the identities
         of contact persons at those Customers; the particular preferences,
         likes, dislikes and needs of those Customers and contact persons
         with respect to product types, pricing, sales calls, timing, sales
         terms, rental terms, lease terms, service plans, and other marketing
         terms and techniques; Parent's and the Company's and their
         subsidiaries' business methods, practices, strategies, forecasts,
         pricing, and marketing techniques; the identities of Parent's and
         the Company's and their subsidiaries' licensors, vendors and other
         suppliers and the identities of Parent's and the Company's and their
         subsidiaries' contact persons at such licensors, vendors and other
         suppliers; the identities of Parent's and the Company's and their
         subsidiaries' key sales representatives and personnel and other
         employees; advertising and sales materials; research, computer
         software and related materials; and other facts and financial and
         other business

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         information concerning or relating to the Parent and the Company or
         any of their subsidiaries and their business, operations, financial
         condition, results of operations and prospects. The Executive
         expressly agrees to use such trade secrets and confidential
         information only for purposes of carrying out his duties for the
         Company and its subsidiaries, and not for any other purpose,
         including, without limitation, not in any way or for any purpose
         detrimental to Parent, the Company or any of their subsidiaries. The
         Executive shall not at any time, either during the course of his
         employment hereunder or after the termination of such employment,
         use for himself or others, directly or indirectly, any such trade
         secrets and confidential information, and, except as required by
         law, the Executive shall not disclose such trade secrets and
         confidential information, directly or indirectly, to any other
         person or entity; PROVIDED THAT the obligations under this sentence
         will not be construed to restrict the Executive from calling on or
         otherwise maintaining a relationship with Customers or suppliers of
         Parent, the Company or any of their subsidiaries during or after the
         termination of the Executive's employment with the Company. Trade
         secret and confidential information hereunder shall not include any
         information which (i) is already in or subsequently enters the
         public domain, other than as a result of any direct or indirect
         disclosure by the Executive, (ii) becomes available to the Executive
         on a non-confidential basis from a source other than the Company or
         any of its subsidiaries, PROVIDED THAT such source is not subject to
         a confidentiality agreement or other obligation of secrecy or
         confidentiality (whether pursuant to a contract, legal or fiduciary
         obligation or duty or otherwise) to the Company or any of its
         subsidiaries or any other person or entity or (iii) is approved for
         release by the Company or any of its subsidiaries or which the
         Company or any of its subsidiaries makes available to third parties
         without an obligation of confidentiality.

(b)      All physical property and all notes, memoranda, files, records,
         writings, documents and other materials of any and every nature,
         written or electronic, which the Executive shall prepare or receive
         in the course of his employment with the Company and which relate to
         or are useful in any manner to the business now or hereafter
         conducted by Parent, the Company or any of their subsidiaries are
         and shall remain the sole and exclusive property of the Company and
         its subsidiaries, as applicable. The Executive shall not remove from
         the Company's premises any such physical property, the original or
         any reproduction of any such materials nor the information contained
         therein except for the purposes of carrying out his duties to the
         Company or any of its subsidiaries and all such property (except for
         any items of personal property not owned by the Company or any of
         its subsidiaries), materials and information in his possession or
         under his custody or control upon the termination of his employment
         shall be immediately turned over to the Company and its
         subsidiaries, as applicable.

(c)      All inventions, improvements, trade secrets, reports, manuals,
         computer programs, tapes and other ideas and materials developed or
         invented by the Executive during the period of his employment,
         either solely or in collaboration with others, which relate to the
         actual or anticipated business or research of Parent, the Company or
         any of their subsidiaries which result from or are suggested by any
         work the Executive may do for Parent, the Company or any of their
         subsidiaries or which result from use

                                     -8-

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         of Parent's, the Company's or any of their subsidiaries' premises or
         property (collectively, the "Developments") shall be the sole and
         exclusive property the Company and its subsidiaries, as applicable.
         The Executive assigns and transfers to the Company his entire right
         and interest in any such Development, and the Executive shall
         execute and deliver any and all documents and shall do and perform
         any and all other acts and things necessary or desirable in
         connection therewith that the Company or any of its subsidiaries may
         reasonably request. This paragraph does not apply to any inventions
         which the Executive made prior to his employment by the Company (all
         of which are listed on Exhibit A, which the Executive has attached
         hereto).

(d)      The provisions of this Section 6 shall survive any termination of this
         Agreement and termination of the Executive's employment with the
         Company for any reason or no reason.

7.       NO SOLICITATION OF EMPLOYEES. The Executive acknowledges and agrees
         that he has gained and during the time of his employment with the
         Company, will gain, valuable information about the identity,
         qualifications and on-going performance of the employees of Parent, the
         Company and their subsidiaries. During the Term and for a period of one
         year thereafter, except pursuant to Executive's duties as an employee
         of the Company, the Executive shall not directly or indirectly (i) seek
         to hire or employ any of Parent's, the Company's or any of their
         subsidiaries' employees, (ii) solicit or encourage any such employee to
         seek or accept employment with any other person or entity or (iii)
         disclose any information, except as required by law, about such
         employee to any prospective employer.

8.       INJUNCTIVE RELIEF. The Executive and the Company (a) intend that the
         provisions of Sections 6 and 7 be and become valid and enforceable, (b)
         acknowledge and agree that the provisions of Sections 6 and 7 are
         reasonable and necessary to protect the legitimate interests of Parent,
         the Company and their business and (c) agree that any violation of
         Section 6 or 7 will result in irreparable injury to Parent, the Company
         and their subsidiaries, the exact amount of which will be difficult to
         ascertain and the remedies at law for which will not be reasonable or
         adequate compensation to Parent, the Company and their subsidiaries for
         such a violation. Accordingly, the Executive agrees that if the
         Executive violates the provisions of Section 6 or 7, in addition to any
         other remedy which may be available at law or in equity, the Company
         shall be entitled to specific performance and injunctive relief,
         without posting bond or other security, and without the necessity of
         proving actual damages.

9.       ASSIGNMENT; SUCCESSORS AND ASSIGNS. The Executive agrees that he shall
         not assign, sell, transfer, delegate or otherwise dispose of, whether
         voluntarily or involuntarily, any rights or obligations under this
         Agreement, nor shall the Executive's rights hereunder be subject to
         encumbrance of the claims of creditors. Any purported assignment,
         transfer, delegation, disposition or encumbrance in violation of this
         Section 9 shall be null and void and of no force or effect. Nothing in
         this Agreement shall prevent the consolidation or merger of Parent or
         the Company with or into any other entity, or the sale by Parent or the
         Company of all or any portion of its properties or assets, or the
         assignment by Parent or the Company of this Agreement

                                      -9-

<PAGE>

         and the performance of the Company's obligations hereunder to any
         successor in interest or any affiliated entity, and the Executive
         hereby consents to any and all such assignments. Subject to the
         foregoing, this Agreement shall be binding upon and shall inure to
         the benefit of the parties and their respective heirs, legal
         representatives, successors, and permitted assigns, and, except as
         expressly provided herein, no other person or entity shall have any
         right, benefit or obligation under this Agreement as a third party
         beneficiary or otherwise.

10.      GOVERNING LAW; JURISDICTION AND VENUE, WAIVER OF JURY TRIAL. This
         Agreement shall be governed, construed, interpreted and enforced in
         accordance with the substantive laws of the State of California without
         regard to the conflicts of law principles thereof. Suit to enforce this
         Agreement or any provision or portion thereof may be brought in the
         federal courts located in Los Angeles, California, unless subject
         matter jurisdiction is lacking, in which case suit may be brought in
         the state courts located in Los Angeles, California. EACH OF THE
         PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
         ANY LEGAL PROCEEDING ARISING OR RELATED TO THIS AGREEMENT OR THE
         TRANSACTIONS CONTEMPLATED HEREBY.

11.      SEVERABILITY OF PROVISIONS. In the event that any provision or any
         portion thereof should ever be adjudicated by a court of competent
         jurisdiction to exceed the time or other limitations permitted by
         applicable law, as determined by such court in such action, then such
         provisions shall be deemed reformed to the maximum time or other
         limitations permitted by applicable law, the parties hereby
         acknowledging their desire that in such event such action be taken. In
         addition to the above, the provisions of this Agreement are severable,
         and the invalidity or unenforceability of any provision or provisions
         of this Agreement or portions thereof shall not affect the validity or
         enforceability of any other provision, or portion of this Agreement,
         which shall remain in full force and effect as if executed with the
         unenforceable or invalid provision or portion thereof eliminated.
         Notwithstanding the foregoing, the parties hereto affirmatively
         represent, acknowledge and agree that it is their intention that this
         Agreement and each of its provisions are enforceable in accordance with
         their terms and expressly agree not to challenge the validity or
         enforceability of this Agreement or any of its provisions, or portions
         or aspects thereof, in the future. The parties hereto are expressly
         relying upon this representation, acknowledgement and agreement in
         determining to enter into this Agreement.

12.      WARRANTY. As an inducement to the Company to enter into this Agreement,
         the Executive represents and warrants that he is not a party to any
         other agreement or obligation for personal services, and that there
         exists no impediment or restraint, contractual or otherwise, on his
         power, right or ability to enter into this Agreement and to perform his
         or her duties and obligations hereunder. As an inducement to the
         Executive to enter into this Agreement, Company represents and warrants
         that the person signing this Agreement for the Company has been duly
         authorized to do so by all necessary corporate action and has the
         corporate power and authority to execute this Agreement on the
         Company's behalf. The execution and delivery of this Agreement and the
         consummation of the transactions contemplated have been duly and
         effectively authorized by all necessary corporate action of the
         Company.

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13.      NOTICES. All notices, requests, demands and other communications which
         are required or may be given under this Agreement shall be in writing
         and shall be deemed to have been duly given when received if personally
         delivered; when transmitted if transmitted by telecopy, electronic or
         digital transmission method upon receipt of telephonic or electronic
         confirmation; the day after it is sent, if sent for next day delivery
         to a domestic address by recognized overnight delivery service (E.G.,
         Federal Express); and upon receipt, if sent by certified or registered
         mail, return receipt requested. In each case notice will be sent to:

         If to the Company:

         (a)      BabyCenter, Inc.
                  c/o eToys Inc.
                  3100 Ocean Park Blvd., Suite 300
                  Santa Monica, CA  90405
                  Attention: Chief Financial Officer
                  Telephone No. 310-664-8100
                  Telecopy No. 310-664-8101

                  with a copy to:

                  Irell & Manella LLP
                  333 South Hope Street
                  Suite 3300
                  Los Angeles, California  90071
                  Attention:  Anthony T. Iler
                  Telephone No.  (213) 620-1555
                  Telecopy:  (213) 229-0515

         (b)      if to the Executive, to:

                  Matthew Glickman
                  309 Emerson Street
                  Palo Alto, CA  94301

         or to such other place and with other copies as either party may
         designate as to itself or himself by written notice to the others.

14.      CUMULATIVE REMEDIES. All rights and remedies of either party hereto are
         cumulative of each other and of every other right or remedy such party
         may otherwise have at law or in equity, and the exercise of one or more
         rights or remedies shall not prejudice or impair the concurrent or
         subsequent exercise of other rights or remedies.

15.      COUNTERPARTS. This Agreement may be executed in several counterparts,
         each of which will be deemed to be an original, but all of which
         together shall constitute one and the same Agreement.

16.      ENTIRE AGREEMENT. The terms of this Agreement are intended by the
         parties to be the final expression of their agreement with respect to
         the employment of the Executive

                                      -11-

<PAGE>

         by the Company and supersede, and may not be contradicted by,
         modified or supplemented by, evidence of any prior or
         contemporaneous agreement. The parties further intend that this
         Agreement shall constitute the complete and exclusive statements of
         its terms and that no extrinsic evidence whatsoever may be
         introduced in any judicial, administrative or other legal proceeding
         to vary the terms of this Agreement.

17.      AMENDMENTS; WAIVERS. This Agreement may not be modified, amended, or
         terminated except by an instrument in writing, approved by the Company
         and signed by the then existing parties hereto. No waiver of any of the
         provisions of this Agreement, whether by conduct or otherwise, in any
         one or more instances, shall be deemed to be construed as a further,
         continuing or subsequent waiver of any such provision or as a waiver of
         any other provision of this Agreement. No failure to exercise and no
         delay in exercising any right, remedy or power hereunder shall preclude
         any other or further exercise of any other right, remedy or power
         provided herein or by law or in equity.

18.      REPRESENTATION OF COUNSEL; MUTUAL NEGOTIATION. Each party has had the
         opportunity to be represented by counsel of its choice in negotiating
         this Agreement. This Agreement shall therefore be deemed to have been
         negotiated and prepared at the joint request, direction and
         construction of the parties, at arm's-length, with the advice and
         participation of counsel, and shall be interpreted in accordance with
         its terms without favor to any party.

                              [signature page to follow]






                                      -12-

<PAGE>



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

                                          BabyCenter, Inc.



                                          By: /s/ Matthew Glickman
                                              Name: Matthew Glickman
                                              Title: CEO



                                           eToys Inc.



                                           By: /s/ Steven J. Schoch
                                               Name: Steven J. Schoch
                                               Title: Senior Vice President and
                                                      Chief Financial Officer



                                           EXECUTIVE



                                           Matthew Glickman
                                                Name: Matthew Glickman




                                      -13-

<PAGE>



                                    Exhibit A


                       INVENTIONS MADE PRIOR TO EMPLOYMENT


Not Applicable












                                      -14-