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



 EXHIBIT 10.3 
 October 31, 2008 
 The Parent Company 
 717 17th
Street, Suite 1300 
 Denver, CO 80202 
 Attention: Chief
Executive Officer and Chief Financial Officer 
  

	 	Re:	Investment Agreement 

 Ladies and Gentlemen: 
 Reference is made to that certain Investment Agreement dated as of July 10, 2008 (as amended or modified from time to time, the “Investment
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”), the Guarantors from time to time party thereto, Laminar Direct Capital, L.L.C., as Collateral Agent (the “Agent”) for
the Lenders thereunder and the Lenders from time to time party thereto. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Investment Agreement. 
 At the Loan Parties’ request, and notwithstanding any provision of the Investment Agreement to the contrary, the Lenders hereby consent and agree, on a one-time
basis, to extend the due date to October 31, 2008 for the interest payment payable by the Borrowers under the Investment Agreement on October 1, 2008 (it being understood and agreed that the amount of such interest payment to be paid on
October 31, 2008 shall include interest accrued at the Default Rate from October 1, 2008 through October 31, 2008). 
 The consent and
agreement set forth herein shall be effective as of October 1, 2008 and shall not (a) be construed as a consent to any breach or default other than to the extent specifically consented to herein, (b) affect the right of the Lenders to
demand compliance by the Loan Parties with all terms and conditions of the Investment 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 Loan Parties requiring the Lenders’ consent or approval under the Investment 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, the Lenders’ exercise of any rights or remedies under the Investment Agreement or any other Loan Document, whether arising as a consequence of any Event of Default which may now exist or otherwise, all such
rights and remedies hereby being expressly reserved. 







 This letter shall constitute a Loan Document and 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,
	
	 LAMINAR DIRECT CAPITAL, L.L.C.,
 as a Lender
and as Agent

		
	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









					
	ETOYS DIRECT 1, LLC
	By: eToys Direct, Inc., its Managing Member
		
	By:	 	/s/ Michael Wagner
	Name:	 	Michael Wagner
	Title:	 	CEO
	
	ETOYS DIRECT 2, LLC
	By: eToys Direct, Inc., its Managing Member
		
	By:	 	/s/ Michael Wagner
	Name:	 	Michael Wagner
	Title:	 	CEO
	
	ETOYS DIRECT 3, LLC
	By: eToys Direct, Inc., its Managing Member
		
	By:	 	/s/ Michael Wagner
	Name:	 	Michael Wagner
	Title:	 	CEO
	
	GIFT ACQUISITION, L.L.C.
	By: eToys Direct, Inc., its Managing Member
		
	By:	 	/s/ Michael Wagner
	Name:	 	Michael Wagner
	Title:	 	CEO