Registration Rights Form of Agreement dated as of September 22, 2006 by and between BabyUniverse, Inc., a Florida corporation, and affiliates of Wyndcrest Holdings, LLC, a company controlled by BabyUniverse Chief Executive Officer John Textor

EXHIBIT 10.2

Registration Rights Agreement

Dated as of September 22, 2006 (the “Effective Date”)

          WHEREAS, BabyUniverse, Inc., a Florida corporation (the “Company”), has entered into a Subscription Agreement of even date herewith (the “Subscription Agreement”) with Wyndcrest BabyUniverse Holdings II, LLC and Wyndcrest BabyUniverse Holdings III, LLC (the “Purchasers”);

          WHEREAS, the Company desires to grant to Purchasers, in consideration for, among other things, the financial accommodations provided for in the Subscription Agreement, the right to have shares of its common stock purchased pursuant to the Subscription Agreement (the “Common Stock”) registered pursuant to this Registration Rights Agreement (the “Agreement”);

NOW, THEREFORE, in consideration of the Purchasers executing and delivering the Subscription Agreement and purchasing the Common Stock as contemplated therein, and in consideration of the mutual covenants and agreements contained herein, the Company and Purchaser agree as follows:

     (I) The Company shall prepare, and, as soon as possible but in no event later than the date that is 90 days after the date of this Agreement, file with the SEC a Registration Statement on Form S-3 (or if Form S-3 is unavailable then on a Form S-1 or other form reasonably acceptable to Purchaser) for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), covering the resale of all of the Common Stock.  The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as possible, but in no event later than six months after the date hereof. The Company shall pay all costs and expenses related to the registration of the Common Stock, including without limitation the reasonable fees and expenses of legal counsel to the Purchasers.  The Company shall use its best efforts to keep such registration statement continuously effective under the Securities Act until all of the Common Stock have been sold (the “Registration Period”).  The Company shall promptly prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such Registration Statement and any prospectus used in connection therewith, as may be necessary to keep such Registration Statement effective at all times until the expiration of the Registration Period.  If such a Registration Statement is not (A) filed with the SEC on or before 90 days after the date of this Agreement (a “Filing Failure”), (B) not declared effective by the SEC on or before the date that is six months after the date hereof (an “Effectiveness Failure”), or (C) kept continuously effective throughout the Registration Period (a “Maintenance Failure”), then as relief for the damages to the Purchasers or any holder under this Agreement, by reason of any such failure, the Company shall pay to the Purchasers or any holder under this Agreement an amount in cash equal to (x) three percent (3.0%) of the aggregate Purchase Price of the Common Stock (the “Aggregate Purchase Price”) on each of the following dates: (i) the day of a Filing Failure; (ii) the day of an Effectiveness Failure; and (iii) the initial day of a Maintenance Failure, and (y) three percent (3.0%) of the Aggregate Purchase Price on each of the following dates: (i) on every thirtieth day after the day of a Filing Failure and thereafter (pro rated for periods totaling less than thirty days) until such Filing Failure is cured; (ii) on every thirtieth day after the day of an Effectiveness Failure and thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; (iii) on every thirtieth day after the initial day of a Maintenance Failure and thereafter (pro rated for periods totaling less than thirty days) until such Maintenance Failure is cured (each of the above payments, the “Registration Delay Payments”); provided, however, that in no case shall there be aggregate Registration Delay Payments in an amount exceeding twenty-one percent (21%) of the Aggregate Purchase Price, other than with respect to the final sentence of this sub-paragraph.  Registration Delay Payments shall be paid on the earlier of (aa) the last day of the calendar month during which such Registration Delay Payments are incurred and (bb) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured.  In the event the Company fails to make Registration Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of 2.0% per month (prorated for partial months) until paid in full.