IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: eTOYS DIRECT 1, LLC, et al.,I Debtors.

) ) ) ) ) )

Chapter 11 Case No. 08-13412(BLS) (Jointly Administered)

Objection Deadline: June 1, 2010, at 4:00 p.m. (prevailing Eastern time) Hearing: June 8, 2010, at 2:30p.m. (prevailing Eastern time)

JOINT MOTION OF DEBTORS AND OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR AN ORDER APPROVING VOTING PROCEDURES WITH RESPECT TO JOINT PLAN OF LIQUIDATION OF THE DEBTORS AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE
The captioned debtors and debtors-in-possession (the "Debtors") and the Official Committee of Unsecured Creditors of the Debtors (the "Committee" and together with the Debtors, the "Plan Proponents") hereby file this motion (the "Motion"), for entry of an order approving certain voting procedures pursuant to section 1125 of the Bankruptcy Code with respect to the Joint Plan ofLiquidation of the Debtors and the Official Committee of Unsecured
Creditors Pursuant to Chapter 11 ofthe Bankruptcy Code (the "Plan"), and the Disclosure Statement with Respect to Joint Plan ofLiquidation of the Debtors and the Official Committee of Unsecured Creditors Pursuant to Chapter 11 of the Bankruptcy Code (the "Disclosure

Statement"), 2 and in support thereof respectfully represent as follows:

I The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number, if applicable, are: eToys Direct 1, LLC (N/A); The Parent Company (7093); BabyUniverse, Inc. (7990); Dreamtime Baby, Inc. (8047); eToys Direct, Inc. (7296); PoshTots, Inc. (8660); eToys Direct 2, LLC (N/A); eToys Direct 3, LLC (N/A); Gift Acquisition, L.L.C. (0297); and My Twinn, Inc. (1842). The address for each ofthe Debtors is 717 17th Street, Suite 1300, Denver, CO 80202, with the exception of Posh Tots, Inc., the address for which is 5500 Cox Road, Suite M, Glenn Allen, VA 23060. 2 The proposed order attached to this Motion also contains a paragraph approving the adequacy of the Disclosure Statement, a separate motion for approval of which is not required pursuant to Del.Bankr.L.R. 3017-1. Notice of the hearing on, and objection deadline for, the Disclosure Statement was served on November 18,2009, in accordance with Del.Bankr.L.R. 3017-l(a).

6878 I -002\DOCS_DE: I 59724.2

Jurisdiction

1.

This Court has jurisdiction to consider the Motion pursuant to 28 U.S.C.

157 and 1334. This matter is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before this Court pursuant to 28 U.S.C. 1408 and 1409.
Background

2.

On December 28, 2008 (the "Petition Date"), each of the Debtors filed a

voluntary petition for relief under the Bankruptcy Code. The Debtors are continuing in possession of their property and are managing their business as debtors in possession, pursuant to sections 1107 and 1108 of the Bankruptcy Code. 3. The factual background relating to the Debtors' commencement of these

Chapter 11 Cases is set forth in detail in the Declaration ofMichael J Wagner in Support of First
Day Motions (the "Wagner Declaration") filed on the Petition Date and incorporated herein by

reference. 4. No request has been made for the appointment of a trustee or an examiner in

the Chapter 11 Cases. The Committee was appointed by the Office of the United States Trustee on or about January 8, 2009. 5. On January 16, 2009, the Court entered an order authorizing and approving

sale procedures with respect to a proposed auction of the Debtors' assets. An auction with respect to the sale of the Debtors' assets was conducted on February 4, 2009, and a further auction with respect to certain assets was conducted on February 27, 2009 (the "Auctions"), and hearings to consider the proposed sales were held on February 6, 2009; February 11, 2009; and March 2, 2009

68781-002\DOCS_DE: 159724.2

(the "Sale Hearings"). The sales contemplated by Auctions and the Sale Hearings have been substantially completed. 6. On March 18, 2009, the Court entered the Order Approving Settlement

Agreement With Mutual Release Among the Debtors, the Committee, and the Lenders (the "Settlement Order," Docket No. 457) approval a global settlement of issues among the Debtors, the Committee, and the Debtors' prepetition and post-petition lenders. 7. Thereafter, the Debtors and the Committee reached consensus with respect

to the terms of a plan of liquidation and now jointly propose the Disclosure Statement and the Plan. 8. On May 11, 2010, the Debtors filed the Plan [Docket No. 1021], and on

May 11, 2010, the Debtors filed the Disclosure Statement [Docket No. 1022]. 9. The Debtors intend to continue to use the Chapter 11 process to continue an

orderly liquidation of their businesses and assets and resolution of liabilities in an effort to maximize the value of their businesses and assets for the benefit of all creditors and other stakeholders.

Relief Requested
10. By this Motion and pursuant to Sections 105 and 1125 of the Bankruptcy

Code, Rules 2002 and 3017 ofthe Federal Rules ofBankruptcy Procedure (the "Bankruptcy Rules"), and Del. Bankr. L.R. 3017-1 (b), the Plan Proponents seek entry of an order approving the voting procedures described herein, including the form of ballots, the voting agent, and the time and manner of voting, and approval of the Disclosure Statement as containing adequate information within the meaning of Section 1125 of the Bankruptcy Code.

68781-002\DOCS_DE: 159724.2

Solicitation, Balloting, and Tabulation Procedures A. Solicitation and Balloting Agents

11. Omni Management Group, LLC, the Debtors' claims agent in the

Chapter 11 Cases, will act as the Debtors' solicitation agent (the "Solicitation Agent") and balloting agent (the "Balloting Agent").

B.

Form Of Ballots
12. Bankruptcy Rule 3018(c) provides, in relevant part, as follows:

Form ofAcceptance or Rejection. An acceptance or rejection shall be in writing, identify the plan or plans accepted or rejected, be signed by the creditor or equity security holder or authorized agent, and conform to the appropriate Official Form.
13. The Plan Proponents propose to mail a ballot (with instructions) to each

holder of a claim in the one class entitled to vote under the Plan. The form of ballot complies with Bankruptcy Rule 3018(c) and is based substantially on Official Form No. 14. This form ofballot has been modified, however, to address the particular needs ofthe Chapter 11 Cases. In particular, a form of ballot substantially in the form attached hereto will be mailed to the following class of creditors (the "Voting Class"): Class 3- General Unsecured Claims (Exhibit A) 14. The Plan Proponents propose that only the following holders of claims in

the Voting Class be entitled to vote to accept or reject the Plan: (a) the holders of timely filed proofs of claim in Class 3 filed against the Debtors as reflected on the official claims register maintained by the Solicitation Agent, for which there is no pending objection, and (b) the holders of scheduled claims in Class 3 that are listed in the Debtors' Schedules of Assets and Liabilities (the "Schedules"), except for (I) those scheduled claims that are listed as contingent, unliquidated,
68781-002\DOCS_DE:159724.2

disputed, unknown, undetermined, or in a zero amount, and (II) scheduled claims that have been superseded by a timely filed proof of claim; provided, however, that the assignee of a transferred and assigned claim (whether a filed or scheduled claim) shall be permitted to vote such claim only

ifthe transfer and assignment has been noted on the Court's docket as ofthe Voting Record Date.
C. Procedures for Solicitation of Votes
15. Bankruptcy Rule 3017(d) sets forth the materials that must be provided to

holders of claims and equity interests for purposes of soliciting their votes on a chapter 11 plan. Under the Plan, as set forth above, only holders of claims in the Voting Class are entitled to vote to accept or reject the Plan. The holders of claims in Class 1 (Priority Claims) and Class 2 (Secured Claims) are unimpaired, do not vote, and are deemed to accept the Plan pursuant to Section 1126() ofthe Bankruptcy Code. The holders of interests in Class 4 (Equity Interests) are each impaired and receive no property under the Plan, do not vote, and are deemed to reject the Plan pursuant to Section 1126(g) of the Bankruptcy Code. Classes 1, 2, and 6 are collectively referred to herein as the referred to as the "Non-Voting Classes." 16. On or about five (5) business days after the entry of an order approving the

Disclosure Statement, the Plan Proponents propose to mail, or cause to be mailed, solicitation packages (the "Solicitation Packages") which will include:

a.

notice (the "Confirmation Notice"), substantially in the form attached hereto as Exhibit B, of the hearing to consider confirmation of the Plan (the "Confirmation Hearing") and related matters setting forth the time fixed for filing acceptances and rejections of the Plan, the time fixed for filing objections to confirmation of the Plan, and the date and time of the hearing on confirmation; a copy of the Disclosure Statement, as approved by the Court, together with the Plan, either in paper copy or in "PDF" format on a CD-ROM, in the Debtors' discretion;
5

b.

68781-002\DOCS_DE: 159724.2

c. d. e. 17.

a letter from counsel to the Committee in further support of the Plan; a ballot (with instructions); and a pre-addressed return envelope.

The Plan Proponents propose to mail the Solicitation Packages to all known

holders of claims in the Voting Class.

D.

Notice to Non-Voting Classes

18. As noted above, the holders of interests in the Non-Voting Classes are not

entitled to vote on the Plan for the reasons set forth above. In order to conserve the resources of the estates, the Plan Proponents propose that they be excused from mailing a copy of the Disclosure Statement and Plan to (i) holders of claims and interests in the Non-Voting Classes, and
(ii) the parties listed in Schedule G of the Schedules. The Plan Proponents will send the

Confirmation Notice to holders of claims and interests in the Non-Voting Classes and to the parties listed on Schedule Gin the Schedules of each of the Debtors (collectively, the "Schedule G Parties"). 19. The Plan Proponents submit that such notice satisfies the requirements of

the Bankruptcy Code and Bankruptcy Rules and, accordingly, request that the Court direct that copies of the Plan and Disclosure Statement need not be mailed to holders of claims and interests in the Non-Voting Classes or to the Schedule G Parties.

E.

Tabulation Procedures With Regards to Holders of Claims

20. The Plan Proponents propose that, for purposes of voting, the amount of a

claim used to tabulate acceptance or rejection of the Plan shall be:

a.

68781-002\DOCS_DE: 159724.2

the amount set forth as a claim in the Schedules as not contingent, not unliquidated, and not disputed (excluding scheduled claims that have been superseded by filed claims); 6

b.

the liquidated amount set forth on a filed proof of claim that has been timely filed and has not been disallowed, disqualified, suspended, reduced, or estimated and temporarily allowed for voting purposes prior to computation of the vote on the Plan; if a claim for which a proof of claim has been timely filed is wholly contingent, unliquidated or disputed, such claim shall be temporarily allowed for voting purposes only, and not for purposes of allowance or distribution, at $1.00, and the Ballot mailed to the holder of such claim shall be marked as voting at $1.00; the amount estimated and temporarily allowed with respect to a claim pursuant to an order of this Court; and notwithstanding anything to the contrary contained herein, any creditor who has filed or purchased duplicate Class 3 claims, whether against a single Debtor or multiple Debtors, shall be provided with only one Solicitation Package and one ballot for voting a single claim in such class, regardless of whether the Debtors have objected to such duplicate claims.

c.

d.

e.

21.

With respect to ballots submitted by a holder of a claim, pursuant to

Sections 105 and 1126 of the Bankruptcy Code, the Plan Proponents request that the Court direct as follows:

a.

a claim that is the subject of a pending objection shall not be entitled to vote unless the Bankruptcy Court orders otherwise, provided however, that if claim is objected to on the basis that such claim should be reduced and/or reclassified, then the claimant shall be permitted to vote in the reduced amount and pursuant to the reclassification set forth in the objection. any ballot that is returned to the Balloting Agent that does not indicate an acceptance or rejection of the Plan, or indicates both acceptance or rejection of the Plan, shall not be counted; any ballot that is not signed shall not be counted; whenever a creditor casts more than one ballot voting the same claim prior to the Balloting Deadline (hereinafter defined), only the last dated timely ballot received by the Balloting Agent shall be counted; 7

b.

c.
d.

68781-002\DOCS_DE: 159724.2

e.

if a creditor casts simultaneous duplicative ballots voted inconsistently, such ballots shall count as one vote accepting the Plan; each creditor shall be deemed to have voted the full amount of its claim; creditors shall not split their votes within a claim; thus, each creditor shall vote all of its claim within a particular class either to accept or reject the Plan; ballots that partially reject and partially accept the Plan shall not be counted; any creditor who votes to reject the Plan shall be entitled to change its vote to accept the Plan up to 4:00p.m. (Prevailing Eastern Time) on the day prior to the Confirmation Hearing; any ballot received by the Balloting Agent by telecopier, facsimile or other electronic communication shall not be counted; ballots received with a stamped signature will be counted; and the Debtors, in consultation with the Committee, subject to contrary order of the Court, may waive any defect in any ballot at any time, including failure to timely file such ballot, either before or after the close of voting, and without notice and any such waivers shall be documented in the Voting Report.

f.

g.

h.

1.

J.
k.

22.

The Plan Proponents submit that establishing the tabulation procedures set

forth above is necessary to avert any confusion resulting from incompletely or inconsistently executed ballots and will simplify the voting and tabulation process.

F.

Establishment of Voting Record Date

23. The Plan Proponents propose that the Court fix the day the Disclosure

Statement Hearing commences as the date (the "Voting Record Date") for purposes of determining (a) which creditors are entitled to receive a solicitation package and may be entitled to vote on the Plan, subject to the disallowance of such Creditors' claims for voting purposes herein; and (b) the

68781-002\DOCS_DE: 159724.2

members of the Non-Voting Classes and Schedule G Parties entitled to receive the Confirmation Notice.

Approval of Certain Procedures and Deadlines

24. Accordingly, the Plan Proponents move for approval of the following

procedures and to establish the following deadlines: a. On or about five (5) business days after entry of the order approving the Disclosure Statement shall be the deadline for the Debtors to serve the Solicitation Packages; Ten (10) days prior to the Confirmation Hearing (or, to the extent that such day is a holiday or weekend day, on the first succeeding business day) at 4:00p.m. (prevailing Eastern time) (the "Balloting Deadline") shall be the deadline by which ballots to accept or reject the Plan must be received from eligible creditors. Unless otherwise specifically ordered by the Court with respect to a specific ballot, all ballots must be completed, signed, returned to, and actually received by the Balloting Agent on or before the Balloting Deadline in order to be counted; Ten (10) days prior to the Confirmation Hearing (or, to the extent that such day is a holiday or weekend day, on the first succeeding business day) shall be the deadline for the last date to file and serve any objections and evidence in opposition to confirmation of the Plan, which must (i) be in writing; (ii) set forth in detail the name and address of the party filing the objection, the grounds for the objection, any evidentiary support therefore in the nature of the declarations submitted under penalty of perjury, and the amount of the objector's claims or such other grounds that give the objector standing to assert the objection; and (iii) be served upon the parties at the addresses set forth in the Confirmation Notice. Any objection not properly and timely filed and served shall be deemed to be waived and to constitute a consent to the Court's entry of an order confirming the Plan; Five (5) days prior to the Confirmation Hearing (or, to the extent that such day is a holiday or weekend day, on the first succeeding business day) shall be the deadline for the Plan Proponents to submit a brief in support of confirmation of the Plan, should they choose to file one; and 9

b.

c.

d.

68781-002\DOCS_DE:l59724.2

e.

Five (5) days prior to the Confirmation Hearing (or, to the extent that such day is a holiday or weekend day, on the first succeeding business day) shall be the deadline to submit a summary of the tabulation of ballots received with respect to the Plan.

Notices
25. The Plan Proponents have given notice ofthis Motion to the United States

Trustee and all parties requesting special notice under Bankruptcy Rule 2002. The Plan Proponents submit that such notice is adequate and no other or further notice need be given.

[remainder of page intentionally left blank]

68781-002\DOCS_DE: 159724.2

10

WHEREFORE, the Plan Proponents respectfully request entry of an order granting the relief sought herein and such other and further relief as is just.

Dated:

May !!.____, 2010

PACHULSKI STANG ZIEHL & JONES LLP

Jeffrey W. Dulberg (CA Bar No. 181200) Michael R. Seidl (Bar No. 3889) 919 N. Market Street, 17th Floor Wilmington, DE 19801 Telephone: 302/652-4100 Facsimile: 302/652-4400 Email: ljones@pszjlaw.com jdulberg@pszjlaw.com mseidl@pszjlaw.com Counsel for eToys Direct 1, LLC, et al., Debtors and Debtors in Possession -andARENT FOX LLP

Is/Schuyler G. Carroll Schuyler G. Carroll 1675 Broadway New York, NY 10019 Telephone: 212-484-3900 Facsimile: 212-484-3990 -andELLIOTT GREENLEAF Rafael X. Zahralddin-Aravena (Bar No. 4166) 1105 Market Street, Suite 1700 Wilmington, DE 19801 Telephone: 302-384-9400 Facsimile: 302-384-9399 Co-counsel for the Committee

68781-002\DOCS_DE: 159724.2

11

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: eTOYS DIRECT 1, LLC, et al., 1 Debtors.

) Chapter 11
)

) Case No. 08-13412(BLS) ) (Jointly Administered)

) )

Objection Deadline: June 1, 2010, at 4:00p.m. (prevailing Eastern time) Hearing: June 8, 2010, at 2:30p.m. (prevailing Eastern time)

NOTICE OF JOINT MOTION OF DEBTORS AND OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR AN ORDER APPROVING VOTING PROCEDURES WITH RESPECT TO JOINT PLAN OF LIQUIDATION OF THE DEBTORS AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

TO:

(a) the Office of the United States Trustee; (b) counsel for the Debtors' prepetition and postpetition lenders; (c) counsel for the Official Committee of Unsecured Creditors; and (d) those persons who have requested notice pursuant to Rule 2002 ofthe Federal Rules of Bankruptcy Procedure .. On May 11, 2010, the captioned debtors and debtors in possession (the "Debtors")

and the Official Committee ofUnsecured Creditors ofthe Debtors (the "Committee") filed the
Joint Motion of Debtors and Official Committee of Unsecured Creditors for an Order Approving Voting Procedures with Respect to Joint Plan ofLiquidation ofthe Debtors and the Official Committee of Unsecured Creditors Pursuant to Chapter 11 of the Bankruptcy Code (the "Motion")

with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware 19801 (the "Bankruptcy Court").

The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number, if applicable, are: eToys Direct 1, LLC (N/A); The Parent Company (7093); BabyUniverse, Inc. (7990); Dreamtime Baby, Inc. (8047); eToys Direct, Inc. (7296); PoshTots, Inc. (8660); eToys Direct 2, LLC (N/A); eToys Direct 3, LLC (N/A); Gift Acquisition, L.L.C. (0297); and My Twinn, Inc. (1842). The address for each ofthe Debtors is 717 17th Street, Suite 1300, Denver, CO 80202, with the exception ofPoshTots, Inc., the address for which is 5500 Cox Road, Suite M, Glenn Allen, VA 23060.
68781-002\DOCS_DE: 159724.2

Any response or objection to the Motion must be in writing and filed with the Bankruptcy Court on or before June 1, 2010, at 4:00p.m. prevailing Eastern Time. You must also serve a copy of the response or objection so that it is received not later than June 1, 2010, at 4:00p.m., prevailing Eastern time, by (i) counsel to the Debtors, Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 1ih Floor, P.O. Box 8705, Wilmington, Delaware 19899-8705 (Courier 19801), Attn: Laura Davis Jones, Esq.; (ii) the Office of the United States Trustee, J. Caleb Boggs Federal Building, 844 N. King Street, Suite 2207, Lock Box 35, Wilmington, Delaware 19801, Attn: David Buchbinder, Esq.; and (iii) counsel to the Committee- (a) Arent Fox LLP, 1675 Broadway, New York, NY 10019, Attn: Schuyler G. Carroll, Esq., and (b) Elliott Greenleaf, 1000 West Street, Suite 1440, Wilmington, DE 19801, Attn: Rafael X. ZahralddinAravena, Esq. IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED BY THE MOTION WITHOUT FURTHER NOTICE OR HEARING. IF TIMELY RESPONSE OR OBJECTION IS RECEIVED, A HEARING ON THE MOTION WILL BE HELD ON JUNE 8, 2010, AT 2:30P.M. {ET) BEFORE THE HONORABLE BRENDAN L. SHANNON, UNITED STATES BANKRUPTCY COURT.

68781-002\DOCS_DE:l59724.2

JUDGE, AT THE UNITED STATES BANKRUPTCY COURT, 824 NORTH MARKET STREET, SIXTH FLOOR, COURTROOM 1, WILMINGTON, DELAWARE 19801 1. Dated: May

-i-/-- 2010

PACHULSKI STANG ZIEHL & JONES LLP

Laura Davis Jones (Bar No. 2436) Jeffrey W. Dulberg (CA Bar No. 181200) Michael R. Seidl (Bar No. 3889) 919 N. Market Street, 17th Floor Wilmington, DE 19801 Telephone: 302/652-4100 Facsimile: 302/652-4400 Email: ljones@pszjlaw.com jdulberg@pszjlaw.com mseidl@pszjlaw.com Counsel for eToys Direct 1, LLC, et al., Debtors and Debtors in Possession -andARENT FOX LLP

Is/Schuyler G. Carroll Schuyler G. Carroll 1675 Broadway New York, NY 10019 Telephone: 212-484-3900 Facsimile: 212-484-3990 -andELLIOTT GREENLEAF Rafael X. Zahralddin-Aravena (Bar No. 4166) 1105 Market Street, Suite 1700 Wilmington, DE 19801 Telephone: 302-384-9400 Facsimile: 302-384-9399 Co-counsel for the Committee

68781-002\DOCS_DE: 159724.2

EXHIBIT A Ballot- Class 3 (General Unsecured Claims)

68781-002\DOCS_DE: 159724.2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: eTOYS DIRECT I, LLC, ~ al., 1 Debtors.

)
)

Chapter II Case No. 08-13412(BLS) (Jointly Administered)

) )
) )

CLASS 3 BALLOT (GENERAL UNSECURED CLAIMS) for Accepting or Rejecting the Joint Plan ofLiquidation of the Debtors and the Official Committee of Unsecured Creditors Pursuant to Chapter II ofthe Bankruptcy Code (the "Plan"). Step 1. Amount of Claim. The amount of your Class 3 Claim (General Unsecured Claims) against the abovereferenced debtors for voting purposes only is set forth below:

$_________________

Step 2.

Voting. With respect to the Plan, and my Class 3 Claim, the undersigned hereby votes to:

0
Step 3.

ACCEPT the Plan

REJECT the Plan

You may check only one box in Step 2.

Ifyou check both boxes, your vote will not be counted.

Creditor Information and Signature. By signing this ballot, the undersigned aclmowledges that it has received a copy of the Plan and the Disclosure Statement with Respect to Joint Plan ofLiquidation of the Debtors and the Official Committee of Unsecured Creditors Pursuant to Chapter II of the Bankruptcy Code (the "Disclosure Statement"). DATE COMPLETED NAME OF HOLDER OF CLASS 3 CLAIM (PRINT OR TYPE) NAME AND TITLE OF AUTHORIZED AGENT

SIGNATURE

Step 4.

Submission of Ballot. You must return this ballot to the Ballot Tabulator at the following address so that it is received by no later than 4:00p.m. Eastern Time on , 2010 ("Balloting Deadline") to: eToys Direct 1, LLC-Ballot Processing, c/o Omni Management Group LLC, 16161 Ventura Blvd., Suite C, PMB 439, Encino, CA 91436-2522. A pre-addressed envelope has been provided for your convenience. Ballots may also be returned by overnight courier or hand delivery or hand delivery to the same address. BALLOTS SENT VIA FACSIMILE OR EMAIL WILL NOT BE COUNTED.

The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number, if applicable, are: eToys Direct I, LLC (N/A); The Parent Company (7093); BabyUniverse, Inc. (7990); Dreamtime Baby, Inc. (8047); eToys Direct, Inc. (7296); PoshTots, Inc. (8660); eToys Direct 2, LLC (N/A); eToys Direct 3, LLC (N/A); Gift Acquisition, L.L.C. (0297); and My Twinn, Inc. (1842). The address for each ofthe Debtors is 717 17th Street, Suite 1300, Denver, CO 80202, with the exception of PoshTots, Inc., the address for which is 5500 Cox Road, Suite M, Glenn Allen, VA 23060.

6878 1-002\DOCS_DE: 159724.2

VOTING INFORMATION AND ADDITIONAL INSTRUCTIONS PLAN CONFIRMATION. Enclosed is the Joint Plan ofLiquidation of the Debtors and the Official Committee of Unsecured Creditors Pursuant to Chapter 11 of the Bankruptcy Code (the "Plan"), jointly proposed by the debtors and debtors in possession in the above-captioned chapter 11 cases (the "Debtors") and the Official Committee of Unsecured Creditors appointed in the Debtors' chapter 11 cases, and the Disclosure Statement with Respect to Joint Plan of Liquidation of the Debtors and the Official Committee of Unsecured Creditors Pursuant to Chapter 11 of the Bankruptcy Code (the "Disclosure Statement"). The Bankruptcy Court may confirm the Plan if, among other things, it has been accepted by creditors holding claims totaling at least two-thirds in amount and more than one-half in number of all claims in each class voting on the Plan. Even if all classes do not accept the Plan, the Bankruptcy Court may confirm the Plan if the treatment afforded the class or classes rejecting the Plan satisfies the Bankruptcy Code section 1129(b) standard for nonconsensual confirmation. If the Bankruptcy Court confirms the Plan, it will be binding on you. VOTING PROCEDURE. If you hold a Class 3 Claim (General Unsecured Claims) under the Plan and wish to vote to accept or reject the Plan, you must complete this ballot and return it to the Ballot Tabulator by first class mail or overnight delivery. When returning your ballot, please carefully follow the instructions set forth therein. FOR YOUR VOTE TO BE COUNTED AS VOTING FOR OR AGAINST THE PLAN, YOU MUST FULLY COMPLETE THE BALLOT, INDICATE EITHER ACCEPTANCE OR REJECTION OF THE PLAN IN THE APPROPRIATE SPACE ON THE REVERSE SIDE, AND SIGN AND RETURN THIS BALLOT TO: ETOYS DIRECT 1, LLC-BALLOT PROCESSING, C/0 OMNI MANAGEMENT GROUP LLC, 16161 VENTURA BLVD., SUITE C, PMB 439, ENCINO, CA 91436-2522 SO THAT IT IS RECEIVED NO LATER THAN 4:00P.M. EASTERN TIME ON , 2010. BALLOTS RECEIVED LATE WILL NOT BE COUNTED, UNLESS OTHERWISE ORDERED BY THE COURT. A PRE-ADDRESSED ENVELOPE HAS BEEN PROVIDED FOR YOUR CONVENIENCE. BALLOTS SENT VIA FACSIMILE OR EMAIL WILL NOT BE COUNTED. Except as otherwise set forth in Step 2 on the reverse side, if a ballot is not completed in its entirety so that all the required information and signatures are provided, the ballot will not be counted unless the Bankruptcy Court orders otherwise. DISCLAIMER. Before casting your vote, you should review the enclosed Plan and Disclosure Statement, which the Bankruptcy Court has approved for distribution. You may wish to seek legal or other advice concerning the Plan and the classification and treatment of your claim under the Plan. Your claim, if any, has been placed in Class 3 under the Plan. Please refer to the Plan and Disclosure Statement for further information. If you do not have a Plan and Disclosure Statement, you may obtain a copy from Omni Management Group LLC, 16161 Ventura Blvd., Suite C, PMB 439, Encino, CA 91436-2522, telephone (818) 906-8300. BALLOT DOES NOT CONSTITUTE A CLAIM. This ballot does not constitute a proof of claim, an amendment to a proof of claim, or a waiver of any bar date or deadline to file a proof of claim. NO ENCLOSURES. Do not enclose any correspondence, securities, instruments, invoices, or other documents with this ballot. QUESTIONS. If your ballot is damaged, if you need additional ballots, or if you have any questions about voting procedures, you should contact Omni Management Group LLC, 16161 Ventura Blvd., Suite C, PMB 439, Encino, CA 91436-2522, telephone (818) 906-8300.

68781-002\DOCS_DE: 159724.2

EXHIBITB Confirmation Notice

68781-002\DOCS_DE: 159724.2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: eTOYS DIRECT 1, LLC, et al., 1 Debtors.

) Chapter 11 ) ) Case No. 08-13412(BLS) ) (Jointly Administered) ) )

Voting Deadline: _ _ _ _ _, 2010, at 4:00p.m. Objection Deadline: , 2010, at 4:00p.m. Confirmation Hearing: , 2010, at .m.

NOTICE OF: (I) ENTRY OF ORDER APPROVING DISCLOSURE STATEMENT; (II) HEARING TO CONFIRM PLAN OF LIQUIDATION; AND (III) RELATED IMPORTANT DATES PLEASE TAKE NOTICE THAT:
1. By order entered (the "Disclosure Statement Order"), the United States Bankruptcy Court for the District of Delaware (the "Court") approved the Disclosure Statement with Respect to Joint Plan ofLiquidation of the Debtors and the Official Committee ofUnsecured Creditors Pursuant to Chapter II ofthe Bankruptcy Code (the "Disclosure Statement"), with respect to the Joint Plan ofLiquidation of the Debtors and the Official Committee of Unsecured Creditors Pursuant to Chapter II of the Bankruptcy Code (the "Plan"), as providing adequate information for holders of claims against and interests in the above-captioned debtors and debtors in possession (the "Debtors") to make a decision as to whether to accept or reject the Plan. 2. In addition to establishing the above-noted deadlines, the Disclosure Statement Order also approved certain voting procedures to be used in connection with the Plan (the "Voting Procedures"). Creditors should review the Voting Procedures carefully. The deadline by which votes to accept or reject the Plan must be actually received by Omni Management Group LLC (the "Notice and Balloting Agent") is 4:00p.m. (Prevailing Eastern Time) on , 2010 (the "Voting Deadline"). The deadline by which objections to the confirmation of the Plan must be filed with the Court is 4:00p.m. (Prevailing Eastern Time) on , 2010 (the "Objection Deadline"). Objections not timely filed and received in the manner set forth herein shall not be considered by the Court. Objections to the confirmation of, or proposed modifications to, the Plan, if any, must (i) be in writing, (ii) state the name and
The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number, if applicable, are: eToys Direct I, LLC (N/A); The Parent Company (7093); BabyUniverse, Inc. (7990); Dreamtime Baby, Inc. (8047); eToys Direct, Inc. (7296); PoshTots, Inc. (8660); eToys Direct 2, LLC (N/A); eToys Direct 3, LLC (N/A); Gift Acquisition, L.L.C. (0297); and My Twinn, Inc. (1842). The address for each of the Debtors is 717 17th Street, Suite 1300, Denver, CO 80202, with the exception of Posh Tots, Inc., the address for which is 5500 Cox Road, Suite M, Glenn Allen, VA 23060.
1

68781-002\DOCS_DE: 159724.2

address of the objecting party and the nature of the claim or interest of such party, (iii) state with particularity the basis and nature of any objection or proposed modification, and (iv) be filed, together with proof of service, with the Court and served so that they are actually received no later than the Objection Deadline by all of the following parties: (i) counsel to the Debtors, Pachulski Stang Ziehl & Jones LLP, 919 N. Market Street, 17th Floor, P.O. Box 8705, Wilmington, DE 19899-8705 (Courier 19801), Attn: Laura Davis Jones, Esq.; (ii) the Office of the United States Trustee, David Buchbinder, Esq., United States Trustee's Office, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801; and (iii) Counsel for the Official Committee ofUnsecured Creditors, Arent Fox LLP, 1675 Broadway, New York, NY 10019, Attn: Schuyler G. Carroll, Esq. 3. Holders of claims classified in Class 1 (Priority Claims) and Class 2 (Secured Claims) are not being sent a ballot to vote to accept or reject the Plan because Class 1 claims and Class 2 claims are not impaired under the Plan. Holders of Equity Interests in any of the Debtors classified in Class 6 (Equity Interests), are not being sent a ballot to vote to accept or reject the Plan because such interest holders are deemed to have rejected the Plan. 4. A hearing (the "Confirmation Hearing") to consider the confirmation of the Plan will be held on , 2010 at_:OO _.m. (Prevailing Eastern Time), before the Honorable Brendan L. Shannon, United States Bankruptcy Judge for the District of Delaware, at the United States Bankruptcy Court located at 824 North Market Street, 6th Floor, Courtroom No.1, Wilmington, DE 19801. The Confirmation Hearing may be continued from time to time without further notice other than the announcement by the Debtors of the adjourned date(s) at the Confirmation Hearing or any continued hearing. The Plan may be modified, if necessary, pursuant to 11 U.S.C. 1127 prior to, during, or as a result of the Confirmation Hearing, without further notice to interested parties other than by filing such modifications with the Court prior to the Confirmation Hearing or announcing any such modifications at the Confirmation Hearing. 5. If you would like to obtain a copy of the Plan, the Disclosure Statement, or the Disclosure Statement Order, contact the Notice and Balloting Agent at the address listed below. 6. For any vote to accept or reject the Plan to be counted, a Ballot must be actually received by the Notice and Balloting Agent by the Voting Deadline. In accordance with the Voting Procedures, all Ballots are to be returned by standard mail (including U.S. Express Mail) to: eToys Direct 1, LLC-Ballot Processing, c/o Omni Management Group LLC, 16161 Ventura Blvd., Suite C, PMB 439, Encino, CA 91436-2522. Ballots may also be returned by overnight courier or hand delivery or hand delivery to the same address. Any party in interest wishing to obtain (i) information about the Voting Procedures, or (ii) copies of the Disclosure Statement, the Plan, or the Voting Procedures Order may also contact the Notice and Balloting Agent at (818) 906-8300. 7. All documents that are filed with the Court may be reviewed during regular business hours (8:00a.m. to 4:00p.m. weekdays, except legal holidays) at the United States Bankruptcy Court for the District of Delaware, Marine Midland Plaza, 824 Market Street, 3rd floor, Wilmington, Delaware 19801.

68781-002\DOCS_DE: 159724.2

Dated:

May _ _, 2010

PACHULSKI STANG ZIEHL & JONES LLP

Laura Davis Jones (Bar No. 2436) Jeffrey W. Dulberg (CA Bar No. 181200) Michael R. Seidl (Bar No. 3889) 919 N. Market Street, 17th Floor Wilmington, DE 19801 Telephone: 302/652-4100 Facsimile: 302/652-4400 Email: ljones@pszJlaw.com jdulberg@pszjlaw.com mseidl@pszjlaw.com Counsel for eToys Direct 1, LLC, et al., Debtors and Debtors in Possession -andARENT FOX LLP

Is/
Schuyler G. Carroll 1675 Broadway New York, NY 10019 Telephone: 212-484-3900 Facsimile: 212-484-3990 -andELLIOTT GREENLEAF Rafael X. Zahralddin-Aravena (Bar No. 4166) 1105 Market Street, Suite 1700 Wilmington, DE 19801 Telephone: 302-384-9400 Facsimile: 302-384-9399 Co-counsel for the Committee

68781-002\DOCS_DE:l59724.2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: eTOYS DIRECT 1, LLC, et al./ Debtors.

) ) ) ) ) )

Chapter 11 Case No. 08-13412(BLS) (Jointly Administered) Re: Docket No.

ORDER APPROVING VOTING PROCEDURES WITH RESPECT TO JOINT PLAN OF LIQUIDATION OF THE DEBTORS AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

A hearing was held on _ _ _ _ _, 2010 (the "Hearing") to consider the Joint

Motion of Debtors and Official Committee of Unsecured Creditors for an Order Approving Voting Procedures with Respect to Joint Plan of Liquidation of the Debtors and the Official Committee of Unsecured Creditors Pursuant to Chapter 11 of the Bankruptcy Code [Docket

__](the "Motion"). The Motion seeks approval of certain voting procedures pursuant to section 1125 of the Bankruptcy Code with respect to the Joint Plan of Liquidation of the Debtors
and the Official Committee of Unsecured Creditors Pursuant to Chapter 11 of the Bankruptcy Code (the "Plan"), and the adequacy of the Disclosure Statement with Respect to Joint Plan of Liquidation of the Debtors and the Official Committee of Unsecured Creditors Pursuant to Chapter 11 ofthe Bankruptcy Code (the "Disclosure Statement"), 2 and adequate notice ofthe
The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number, if applicable, are: eToys Direct 1, LLC (N/A); The Parent Company (7093); BabyUniverse, Inc. (7990); Dreamtime Baby, Inc. (8047); eToys Direct, Inc. (7296); PoshTots, Inc. (8660); eToys Direct 2, LLC (N/A); eToys Direct 3, LLC (N/A); Gift Acquisition, L.L.C. (0297); and My Twinn, Inc. (1842). The address for each ofthe Debtors is 717 17th Street, Suite 1300, Denver, CO 80202, with the exception of PoshTots, Inc., the address for which is 5500 Cox Road, Suite M, Glenn Allen, VA 23060. 2 Unless otherwise noted, capitalized terms used herein shall have the meanings ascribed in the Motion.
1

68781-002\DOCS_DE: 159724.2

relief sought by the Motion having been given; and the appearances of all interested parties having been duly noted on the record ofthe Hearing; and each ofthe objections, if any, to the proposed Disclosure Statement or the Motion having been either (a) withdrawn, or (b) overruled by the Court; and, upon the Motion, and the record of the Hearing and upon all of the proceedings heretofore had before the Court and after due deliberation and sufficient cause appearing therefore, it is
ORDERED, FOUND, AND DETERMINED THAT:

1.

The Disclosure Statement contains adequate information within the

meaning of Section 1125 of the Bankruptcy Code. 2. 3. The Disclosure Statement and the Motion are hereby approved. The form of Ballots, substantially in the form of Exhibit A attached to the

Motion, and the form of the Confirmation Notice, substantially in the form of Exhibit B attached to the Motion, are each approved. 4. The Debtors shall mail the Solicitation Packages only to all known holders

of claims in the Voting Class; the Plan and the Disclosure Statement may be mailed either in paper copy or in "PDF" format on a CD-ROM, in the Debtors' discretion. 5. The Debtors shall mail only the Confirmation Notice to holders of Claims

and Equity Interests in the Non-Voting Classes and Schedule G Parties and shall not be required to mail either the Disclosure Statement or Plan to such entities. 6. Only Holders of Claims in the Voting Class may accept or reject the Plan.

Each holder of a Claim who has filed a Proof of Claim in the Debtors' Chapter 11 Cases as to

68781-002\DOCS_DE: 159724.2

which Claim an objection is pending and is not resolved before the Confirmation Hearing shall not be permitted to vote on the Plan unless the holder of such Claim has obtained an order of the Court pursuant to Bankruptcy Rule 3018(a), temporarily allowing its Claim for the purposes of voting on the Plan. 7. ______, 2010, is fixed as the Voting Record Date for purposes of

determining (a) which creditors are entitled to receive a solicitation package and may be entitled to vote on the Plan, subject to the disallowance of such Creditors' claims for voting purposes herein; and (b) the members ofthe Non-Voting Classes and Schedule G Parties entitled to receive the Confirmation Notice. 8. Any Ballot timely received that contains sufficient information to permit

the identification of the claimant and is cast as an acceptance or rejection of the Plan will be counted and will be deemed to be cast as an acceptance or rejection, as the case may be, of the Plan. Parties have the right (i) to accept the Plan or (ii) to reject the Plan. 9. Only the following holders of claims shall be entitled to vote to accept or

reject the Plan: (a) the holders of timely filed proofs of claim in any of Class 3 filed against the Debtors as reflected on the official claims register maintained by the Solicitation Agent, for which there is no pending objection, (b) the holders of scheduled claims in Class 3 that are listed in the Debtors' Schedules of Assets and Liabilities (the "Schedules"), except for (I) those scheduled claims that are listed as contingent, unliquidated or disputed claims, and (II) scheduled claims that have been superseded by a timely filed proof of claim; provided, however, that the assignee of a transferred and assigned claim (whether a filed or scheduled claim) shall be

68781-002\DOCS_DE: 159724.2

permitted to vote such claim only if the transfer and assignment has been noted on the Court's docket as of the Voting Record Date. 10. For purposes of voting, the amount of a claim used to tabulate acceptance

or rejection ofthe Plan shall be the lesser of(i) the amount set forth on the ballot received for that particular creditor, or (ii) the following (whichever one is greater): a. the amount set forth as a claim in the Schedules as not contingent, not unliquidated, and not disputed (excluding scheduled claims that have been superseded by filed claims); the liquidated amount set forth on a filed proof of claim which has been timely filed and has not been disallowed, disqualified, suspended, reduced, or estimated and temporarily allowed for voting purposes prior to computation of the vote on the Plan; if a claim for which a proof of claim has been timely filed is wholly contingent, unliquidated or disputed, such claim shall be temporarily allowed for voting purposes only, and not for purposes of allowance or distribution, at $1.00, and the Ballot mailed to the holder of such claim shall be marked as voting at $1.00; the amount estimated and temporarily allowed with respect to a claim pursuant to an order of this Court; and notwithstanding anything to the contrary contained herein, any creditor who has filed or purchased duplicate Class 3 claims, whether against a single Debtor or multiple Debtors, shall be provided with only one Solicitation Package and one ballot for voting a single claim in such class, regardless of whether the Debtors have objected to such duplicate claims.

b.

c.

d.

e.

11.

With respect to ballots submitted by a holder of a claim, pursuant to

Sections 105 and 1126 ofthe Bankruptcy Code:

a.

a claim that is the subject of a pending objection shall not be entitled to vote unless the Bankruptcy Court orders otherwise,
4

68781-002\DOCS_DE: 159724.2

provided however, that if claim is objected to on the basis that such claim should be reduced and/or reclassified, then the claimant shall be permitted to vote in the reduced amount and pursuant to the reclassification set forth in the objection.
b. any ballot which is returned to the Balloting Agent that does not indicate an acceptance or rejection of the Plan, or indicates both acceptance or rejection of the Plan, shall not be counted; any ballot that is not signed shall not be counted; whenever a creditor casts more than one ballot voting the same claim prior to the Balloting Deadline (hereinafter defined), only the last dated timely ballot received by the Balloting Agent shall be counted; if a creditor casts simultaneous duplicative ballots voted inconsistently, such ballots shall count as one vote accepting the Plan; each creditor shall be deemed to have voted the full amount of its claim; creditors shall not split their votes within a claim; thus, each creditor shall vote all of its claim within a particular class either to accept or reject the Plan; ballots that partially reject and partially accept the Plan shall not be counted; any creditor who votes to reject the Plan shall be entitled to change its vote to accept the Plan up to 4:00p.m. (Prevailing Eastern Time) on the day prior to the Confirmation Hearing; any ballot received by the Balloting Agent by telecopier, facsimile or other electronic communication shall not be counted; ballots received with a stamped signature will be counted; and the Debtors, consultation with the Committee, subject to contrary order by this Court, may waive any defect in any ballot at any time, including failure to timely file such ballot, either before or after the close of voting, and without notice and any such waivers shall be documented in the Voting Report.

c. d.

e.

f.

g.

h.

1.

j.
k.

68781-002\DOCS_DE: 159724.2

12.

The Court will conduct a hearing to consider confirmation of the Plan on

_ _ _ , 2010, at_: __.m. prevailing Eastern time. 13. established: The following dates and procedures with respect to the Plan are hereby

a.

- - - - -,

2010, shall be the deadline for the Debtors to serve the Solicitation Packages;

b.

_ _ _ _ _, 2010, at 4:00p.m. (prevailing Eastern time)(the "Balloting Deadline"), shall be the deadline by which the ballots to accept or reject the Plan shall be received from eligible creditors. Unless otherwise specifically ordered by this Court with respect to a specific ballot, all ballots must be completed, signed returned to and actually received by the Balloting Agent on or before the Balloting Deadline in order to be counted; _ _ _ _ _, 2010, at 4:00p.m. (prevailing Eastern time), shall be the deadline to file and serve any objections and evidence in opposition to confirmation of the Plan, which must (i) be in writing; (ii) set forth in detail the name and address of the party filing the objection, the grounds for the objection, any evidentiary support therefore in the nature of the declarations submitted under penalty of perjury, and the amount ofthe objector's claims or such other grounds that give the objector standing to assert the objection; and (iii) be served upon the parties at the addresses set forth in the Confirmation Notice. Any objection not properly and timely filed and served shall be deemed to be waived and to constitute a consent to the Court's entry of an order confirming the Plan; _ _ _ _ _, 2010, at 4:00p.m. (prevailing Eastern time), shall be the deadline for the Plan Proponents to submit a brief in support of the confirmation of the Plan should they choose to file one; and

c.

d.

68781-002\DOCS_DE: 159724.2

e.

, 2010, shall be the deadline to submit a summary of the tabulation of ballots received with respect to the Plan.

Dated:

, 2010 The Honorable Brendan L. Shannon United States Bankruptcy Judge

68781-002\DOCS_DE: 159724.2