Letter Agreement dated October 31, 2008 and effective as of September 1, 2008



 EXHIBIT 10.2 
 October 31, 2008 
 The Parent Company 
 717 17th
Street, Suite 1300 
 Denver, CO 80202 
 Attention: Chief
Executive Officer and Chief Financial Officer 
  

	 	Re:	Compensation Agreement 

 Ladies and Gentlemen: 
 Reference is made to that certain Compensation Agreement dated as of February 1, 2008 (as amended or modified from time to time, the “Compensation
Agreement”) by and among The Parent Company, a Colorado corporation (“Parent”), BabyUniverse, Inc., a Colorado corporation (“BabyUniverse”), eToys Direct, Inc., a Colorado corporation (“eToys
Direct”), PoshTots, Inc., a Colorado corporation (“PoshTots”), Dreamtime Baby, Inc., a Colorado corporation (“Dreamtime”), My Twinn, Inc., a Colorado corporation (“My Twinn”, and
collectively with Parent, BabyUniverse, eToys Direct, PoshTots and Dreamtime, the “Borrowers”) and D. E. Shaw Laminar Lending, Inc., a Delaware corporation (“Laminar”). Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to such terms in the Compensation Agreement. 
 At the Borrowers’ request, and notwithstanding any
provision of the Compensation Agreement to the contrary, Laminar hereby consents and agrees, on a one-time basis and subject to the terms hereof, to extend the due date to October 31, 2008 for each of the following: (a) the installment
payment of $112,500 payable to Laminar on September 1, 2008 pursuant to Section 1(a) of the Compensation Agreement (the “Installment Payment”) and (b) the fees payable to Laminar on September 1, 2008 and
October 1, 2008 pursuant to Section 1(b) of the Compensation Agreement (the “Cash Collateral Fees”). The Borrowers and Laminar agree that (i) the Installment Payment shall bear interest at the rate of
14.00% per annum from September 1, 2008 until the Installment Payment is made and (ii) the Applicable Margin for the Cash Collateral Fees shall be increased to 8.50% and interest shall accrue on the Cash Collateral Fees at a rate per
annum equal to the LIBOR Rate plus 8.50% from the date each such Cash Collateral Fee payment was originally due until each such Cash Collateral Fee payment is made. 
 The consent and agreement set forth herein shall be effective as of September 1, 2008 and shall not (a) be construed as a consent to or waiver of any breach or default other than to the extent specifically
consented to herein, (b) affect the right of Laminar to demand compliance by the Borrowers with all terms and conditions of the Compensation Agreement which terms and conditions shall continue in full force and effect, except as specifically
modified hereby, (c) be deemed a consent to or waiver of any other transaction or future action on the part of the Borrowers requiring Laminar’s consent or approval under the Compensation Agreement, or (d) except as consented to or
waived hereby, be deemed or construed to be a waiver or release of, or a limitation upon, Laminar’s exercise of any rights or remedies under the Compensation Agreement, whether arising as a consequence of any breach which may now exist or
otherwise, all such rights and remedies hereby being expressly reserved. 







 This letter shall be governed by and construed in accordance with the laws of the State of New York applicable to
contracts made or to be performed in the State of New York. 
  

					
	Very truly yours,
	
	D. E. SHAW LAMINAR LENDING, INC.
		
	By:	 	/s/ Daniel Posner
	Name:	 	Daniel Posner
	Title:	 	Authorized Signatory









 Accepted and agreed as of the date first above written: 
  

					
	THE PARENT COMPANY
		
	By:	 	/s/ Michael Wagner
	Name:	 	Michael Wagner
	Title:	 	CEO
	
	BABYUNIVERSE, INC.
		
	By:	 	/s/ Michael Wagner
	Name:	 	Michael Wagner
	Title:	 	CEO
	
	ETOYS DIRECT, INC.
		
	By:	 	/s/ Michael Wagner
	Name:	 	Michael Wagner
	Title:	 	CEO
	
	POSHTOTS, INC.
		
	By:	 	/s/ Michael Wagner
	Name:	 	Michael Wagner
	Title:	 	CEO
	
	DREAMTIME BABY, INC.
		
	By:	 	/s/ Michael Wagner
	Name:	 	Michael Wagner
	Title:	 	CEO
	
	MY TWINN, INC.
		
	By:	 	/s/ Michael Wagner
	Name:	 	Michael Wagner
	Title:	 	CEO