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CONSENT OF DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
We hereby consent to (i) the inclusion of our opinion letter, dated April
21, 2000, to the Board of Directors of Zany Brainy, Inc. (the "Company") as
Appendix II to the Joint Proxy Statement/Prospectus of the Company relating to
the Amended and Restated Agreement and Plan of Merger, dated as of April 21,
2000, by and among the Company, Noodle Kidoodle, Inc. ("Noodle") and Night Owl
Acquisition, Inc. ("Merger Sub"), pursuant to which Noodle will become a
subsidiary of the Company as a result of a merger of Merger Sub with and into
the Company and (ii) all references to DLJ in the sections captioned "Summary"
and "The Merger" of the Joint Proxy Statement/Prospectus of which forms a part
of this Registration Statement on Form S-4. In giving such consent, we do not
admit that we come within the category of persons whose consent is required
under, and we do not admit that we are "experts" for purposes of, the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By: /s/ Shelley Wong
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Shelley Wong
Senior Vice President
New York, New York
June 19, 2000
