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Google automatically generates html versions of documents as we crawl the web. Page 1 1 EXHIBIT A BILL OF SALE AND ASSIGNMENT BILL OF SALE AND ASSIGNMENT, dated as of February ___, 2009 (this Bill of Sale and Assignment), from THE PARENT COMPANY, a Colorado corporation (Parent), ETOYS DIRECT, INC., a Colorado corporation (eToys Direct), ETOYS DIRECT 1, LLC, a Delaware limited liability company (eToys 1), ETOYS DIRECT 2, LLC, a Delaware limited liability company (eToys 2), ETOYS DIRECT 3, LLC, a Delaware limited liability company (eToys 3), BABYUNIVERSE, INC., a Colorado corporation (BabyUniverse), POSHTOTS, INC., a Colorado corporation (PoshTots), DREAMTIME BABY, INC., a Colorado corporation (Dreamtime), MY TWINN, INC., a Colorado corporation (My Twinn), GIFT ACQUISITION, L.L.C., a Delaware limited liability company (Gift, and collectively with Parent, eToys Direct, eToys 1, eToys 2, and eToys 3, BabyUniverse, PoshTots, Dreamtime, and My Twinn, Sellers), and Ali Wing, Inc., a Delaware corporation (Buyer). W I T N E S S E T H: WHEREAS, Seller and Buyer have entered into an Asset Purchase Agreement, dated as of February 2, 2009 (the Asset Purchase Agreement; unless otherwise defined herein, capitalized terms shall be used herein as defined in the Asset Purchase Agreement); and WHEREAS, the execution and delivery of this Bill of Sale and Assignment by Seller is a condition to the obligations of Buyer to consummate the transactions contemplated by the Asset Purchase Agreement. NOW, THEREFORE, for good and valuable consideration to Seller, receipt of which is hereby acknowledged, and pursuant to the Asset Purchase Agreement, Seller, intending to be legally bound hereby, hereby agrees as follows: 1. Sale and Assignment of Assets and Properties. (a) Seller does hereby sell, assign, transfer, convey, grant, bargain, set over, release, deliver, vest and confirm unto Buyer, its successors and assigns, forever, the entire right, title and interest of Seller in and to the following property and assets (the Assets):

(a) all Purchased Intellectual Property; (b) all Documents that are used in, held for use in or intended to be used in, or that arise out of, the Business, including Documents relating to Products, services, marketing, advertising, promotional materials, Purchased Intellectual Property, customer files and documents (including all customer contact and credit information not included in 2.1(c) below in any form), supplier lists, records, literature and correspondence, whether or not physically located on any of the premises referred to in clause (d) above, but excluding (i) personnel files for Employees of Sellers who are not Transferred Employees, (ii) such files as may be required under applicable Law regarding privacy, and (iii) any Documents exclusively related to any Excluded Assets; and (c) subject to the provisions of Section 363(b)(1)(A) of the Bankruptcy Code, all goodwill and other intangible assets associated with the Business, including customer and supplier lists (whether paper, electronic or otherwise) and the goodwill associated with the Purchased Intellectual Property owned by Sellers. 2. Assets and Properties Not Sold and Assigned. The Assets shall exclude the following assets owned by Seller (the Excluded Assets): (a) all cash, cash equivalents, bank deposits or similar cash items of Sellers; (b) the Cash Payment; (c) all of Sellers deposits or prepaid charges and expenses paid exclusively in connection with or relating exclusively to any Excluded Assets; (d) all Excluded Contracts; (e) any accounts receivable and proceeds arising exclusively out of or exclusively in connection with any Excluded Contract or Excluded Asset; and all of Sellers rights under this Agreement and/or other documents and agreements executed in connection with the transactions provided for herein; (f) all intercompany obligations, liabilities and Indebtedness, including any note Indebtedness, owed to or by Sellers to or by any Affiliates of Sellers; (g) any Intellectual Property rights of Sellers other than the PurchasedIntellectual Property; (h) any (i) confidential personnel and medical records pertaining to any Employee; (ii) other books and records that Sellers is required by Law to retain or that Sellers determine are necessary or advisable to retain including, without limitation, Tax Returns, financial statements, and corporate or other entity filings; provided, however, that Buyer shall have, to the extent allowed by applicable Law, the right to make copies of any portions of such retained books and records that relate to the Business or any of the Purchased Assets; (iii) minute books, stock or membership interest records and corporate seals; and (iv) documents relating to proposals to acquire the Business by Persons other than Buyer; (i) any claim, right or interest of Sellers in or to any refund, rebate, abatement or other recovery for Taxes of Sellers, together with any interest due thereon or penalty rebate arising therefrom, and all Tax credits and other Tax attributes of Sellers;

(j) any rights, claims or causes of action of Sellers against third parties relating to assets, properties, business or operations of Sellers arising out of events occurring on or prior to the Closing Date and causes of action under Chapter 5 of Title 11 of the United States Code, and proceeds deriving therefrom; Page 3 3 (k) any equity interests in any subsidiaries of Sellers; and (l) all accounts receivable of Sellers other than (i) any accounts receivable arising exclusively out of or exclusively in connection with any Excluded Contract or Excluded Asset; and (ii) intercompany accounts receivable (intercompany accounts receivable being deemed to be Excluded Assets); (m) all inventory used in connection with the Business; (n) all deposits (including, with respect to Purchased Assets, customer deposits and security deposits for rent, electricity, telephone or otherwise) and other prepaid charges and expenses of Sellers as they relate to Purchased Assets; and excluding any deposits or prepaid charges and expenses paid exclusively in connection with or relating exclusively to any Excluded Assets; (o) all rights of Sellers under any Real Property Lease, together with Sellers interests in and to all improvements and fixtures under each such Real Property Lease, and other appurtenances thereto, and Sellers rights in respect thereof; (p) all Furniture and Equipment (excluding any Furniture and Equipment held by any Seller pursuant to a lease, rental agreement, contract or similar arrangement where Buyer does not assume the underlying lease, rental agreement, contract or similar arrangement at Closing); (q) all Purchased Contracts; (r) all Permits used by Sellers in the Business, to the extent transferable; (s) all supplies owned by Sellers and used in connection with the Business; (t) all insurance policies or rights to proceeds thereof relating to the

Purchased Assets (other than any directors and officers insurance policy, which shall be an Excluded Asset); provided that Sellers shall be named as additional insureds, and retain the right to coverage for liability and costs of defense, on liability, products liability and errors and omissions insurance coverage under existing policies for pre-Closing occurrences with respect to the Purchased Assets; (u) all rights of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation agreements with employees and agents of Sellers or with third parties to the extent relating to the Business or the Purchased Assets (or any portion thereof); (v) all rights of Sellers under or pursuant to all warranties, representations, indemnities and guarantees made by suppliers, manufacturers and contractors to the extent relating to Products sold, or services provided, to Sellers or to the extent affecting any Purchased Assets other than any warranties, representations and guarantees pertaining to any Excluded Assets; Page 4 4 (w) all of Sellers rights to rebates and discounts payable by manufacturers, vendors, suppliers or others in connection with the Purchased Assets. 3. Power of Attorney. Seller hereby constitutes and appoints Buyer, its successors and assigns, the true and lawful attorney and attorneys of Seller, with full power of substitution, in the name of Buyer or in the name and stead of Seller, but on behalf of, for the benefit and at the expense of Buyer, its successors and assigns: (i) to collect, demand and receive any and all Assets hereby sold and assigned to Buyer or intended so to be and to give receipts and releases for and in respect of the same; (ii) to institute and prosecute any and all actions, suits or proceedings, at law, in equity or otherwise, which Buyer may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Assets hereby sold and assigned to Buyer or intended so to be, to defend or compromise any and all actions, suits or proceedings in respect of

any of the Assets, and to do all such acts and things in relation thereto as Buyer shall deem advisable; (iii) to take any and all other reasonable action designed to vest more fully in Buyer the Assets hereby sold and assigned to Buyer or intended so to be and in order to provide for Buyer the benefit, use, enjoyment and possession of such Assets; and (iv) to do all reasonable acts and things in relation to the Assets hereby sold and assigned. Seller acknowledges that the foregoing powers are coupled with an interest and shall be irrevocable by it or upon its subsequent dissolution or in any manner or for any reason. Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest with respect thereto. Seller shall from time to time pay to Buyer, when received, any amounts which shall be received directly or indirectly by Seller (including amounts received as interest) in respect of any Assets sold and assigned to Buyer pursuant hereto. 4. Obligations and Liabilities Not Assumed. Nothing expressed or implied in this Bill of Sale and Assignment shall be deemed to be an assumption by Buyer of any Liabilities of Seller other than the Assumed Liabilities. Buyer does not by this Bill of Sale and Assignment assume or agree to pay, perform or discharge any Liabilities of Seller of any nature, kind or description whatsoever. 5. No Third Party Beneficiaries. This Bill of Sale and Assignment shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Bill of Sale and Assignment. 6. Assignment. This Bill of Sale and Assignment may not be assigned by operation of Law or otherwise without the express written consent of Seller and Buyer (which consent may be granted or withheld in the sole discretion of Seller or Buyer); provided, however, that Buyer may assign this Bill of Sale and Assignment to an Affiliate of Buyer without the consent of Seller. 7. Governing Law. This Bill of Sale and Assignment shall be governed by, and construed in accordance with, the laws of the State of Delaware. IN WITNESS WHEREOF, Seller has caused this Bill of Sale and Assignment to be executed as of the date first written above by its officer thereunto duly authorized. [SELLER CO.]

By Name: Title: [Corporate Seal] Attest: By Name: Title: Page 7 7 DELAWARE ) ) ss.: COUNTY OF [____________] ) On that [__] day of February 2009, before me personally came [name of executing officer] to me known, who, being by me duly sworn, did depose and say he resides at [address of executing officer]; and that he is [title of executing officer] of [Seller Co.], a [jurisdiction of organization] corporation and the corporation described in and which executed the foregoing instrument, and that he had the authority to sign his name thereto on behalf of said corporation. Notary Public [Notarial Seal] ANNEX A INTELLECTUAL PROPERTY Page 8 ANNEX B PERMITS