ASSET PURCHASE AGREEMENT

Exhibit 2.1

ASSET PURCHASE AGREEMENT

          THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of June 14, 2006, by and among Majestic Media, LLC, a Utah limited liability company (“Majestic”), Grace Enterprises, L.L.C., a Utah limited liability company (“Grace”) and BabyUniverse, Inc., a Florida Corporation, and its successors and assigns (the “Purchaser”), provides for the purchase and sale of certain assets used in, and the business and goodwill related to, the Company’s ownership and operation of (i) the websites www.epregnancy.com and www.epregnancymagazine.com, and (ii) the print magazine titled ePregnancy (collectively, the “Business”).  Grace and Majestic are referred to herein individually and collectively as the “Company.”

          Section 1.     Pursuant to the terms and conditions of this Agreement, each of Majestic and  Grace at Closing (as defined in Section 4) will (and will cause its affiliates who hold title to any Purchased Assets (as hereinafter defined) to) grant, convey, sell, assign, transfer and deliver to the Purchaser, the right, title, interest and benefit, of whatever kind and nature, tangible and intangible, in and to the following assets, business and rights owned or used by it in the operation of the Business, wherever situated, free and clear of any and all liabilities, liens, encumbrances, mortgages, security interests, pledges, restrictions and claims of any kind or nature, contingent or otherwise: (a) the URLs www.epregnancy.com and www.epregnancymagazine.com and all source code, databases, and other content, current and historical, hosted thereon (collectively, the “Websites”), (b) all intellectual property necessary to publish the print magazine titled ePregnancy (the “Magazine”) including, without limitation, all trademarks and copyrights, whether registered or unregistered, covering the name ePregnancy and all articles and other content, current and historical, appearing in the Magazine, (c) all customer/subscriber lists and customer/subscriber information, current and historical, gathered by, or generated through, the operation of the Business, (d) all other rights (to the extent assignable) held by the Company that are necessary or useful for the operation of the Business and of which the Purchaser has expressly requested assignment, and (e) all goodwill related to the foregoing (collectively, the “Purchased Assets”); provided, however, that, pursuant to contracts between the Company and authors engaged to write articles for the Magazine and the Websites (such contracts, the “Author Contracts” and the articles written pursuant thereto, the “Relevant Articles”), the Company retains ownership rights to Relevant Articles only for a period of one year following the publication of Relevant Articles, on the terms set forth in the representative Author Contract attached hereto as Schedule 1.  Consequently, the Company’s representations and warranties in this Agreement regarding the Purchased Assets shall be qualified, with respect to the Relevant Articles, by the terms set forth in the attached representative Author Contract.  Notwithstanding the qualified nature of the Company’s ownership rights in the Relevant Articles, the Purchased Assets shall include all of the Company’s rights under the Author Contracts.

          Section 2.     The parties expressly agree that the Purchaser shall not assume or otherwise become liable for any obligations or liabilities of the Company or any affiliate thereof absolute or contingent, known or unknown, including, without limitation, (a) any liability or obligation of the Company arising under this Agreement; (b) any and all expenses, costs, damages, liabilities, or obligations (including, without limitation, fees and expenses of counsel) incurred in connection with any breach of contract, breach of warranty, tort, violation of law, action, suit, or other legal or administrative proceedings or governmental investigation arising as a result of events occurring or facts or circumstances arising or existing on or prior to the Closing Date whether or not in the ordinary course of business and whether filed or made before, on or after the Closing Date; (c) any liability or obligation of the Company for taxes, including (i) any taxes arising as a result of the Company’s operation of the Business or ownership of the Purchased Assets prior to the Closing Date, (ii) any taxes payable by the Company or its equity-holders that will arise as a result of the sale of the Purchased Assets pursuant to this Agreement, and, (iii) any deferred taxes of any nature; (d) any liability or obligation of the Company with respect to the employees of the Company (whether arising before, on or after the Closing Date) relating to or arising out of, or in connection with their employment by the Company at any time on or before the Closing Date, including, without limitation, any employee benefit plan, executive deferred compensation plan, or any other plans or arrangements for the benefit of any employees or officers of the Company; (e) any liability or obligation relating to the ownership of the Purchased Assets or operation of the Business arising, or resulting from events occurrin g or circumstances existing, on or prior to the Closing Date including, without limitation, any refunds due to subscribers for pre-paid subscriptions; and (f) any liability or obligation of the Company or the Business not expressly assumed by the Purchaser pursuant to this Agreement (collectively, the “Excluded Liabilities”).