<PAGE>

                                                                     EXHIBIT 4.4


No. of Stock Units:  136,500                                     Warrant No. B-1
                                                                             ---
                                    WARRANT

                          to Purchase Common Stock of

                              RightStart.com Inc.


THIS IS TO CERTIFY THAT Oxygen Media, LLC, a Delaware limited liability company,
or its registered assigns, is entitled to purchase from RightStart.com Inc., a
Delaware corporation (hereinbelow called the "Company"), at any time on and
                                              -------
after the Closing Date, but not later than 5:00 p.m., Pacific Standard time, on
December 30, 2004 (the "Expiration Date"), One Hundred Thirty-six Thousand Five
                        ---------------
Hundred (136,500) Stock Units, in whole or in part, at a purchase price per
Stock Unit of $11.25, adjusted as provided below, all on the terms and
conditions hereinbelow provided.

This Warrant has been issued in accordance with a Subscription Agreement dated
as of the date hereof between the Company and Oxygen Media, LLC (the
"Subscription Agreement").
 ----------------------

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY
STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS PURSUANT TO
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY REQUIRED
REGISTRATION OR QUALIFICATION UNDER ANY STATE SECURITIES LAWS, OR THE PROPOSED
TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER FEDERAL OR
STATE SECURITIES LAWS.

          Section 1.  Certain Definitions.  As used in this Warrant, unless the
                      -------------------
context otherwise requires:

          "Affiliate" of any Person means a Person (1) that directly or
           ---------
indirectly controls, or is controlled by, or is under common control with, such
other Person, (2) that beneficially owns ten percent (10%) or more of the Voting
Stock of such other Person, or (3) ten percent (10%) or more of the Voting Stock
(or in the case of a Person which is not a corporation, ten percent (10%) or
more of the equity interest) of which is owned by such other Person. The term

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"control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.

          "Appraised  Value"  shall  mean the fair  market  value of all
           ----------------
outstanding shares of Common Stock (on a fully diluted basis including any
fractional shares and assuming the exercise in full of all then-outstanding
options, warrants or other rights to purchase shares of Common Stock that are
then currently exercisable at exercise prices less than the Current Market
Price), as determined by a written appraisal prepared by an appraiser acceptable
to the Company and the holders of Warrants evidencing a majority in number of
the total number of Stock Units at the time purchasable upon the exercise of all
then outstanding Warrants. "Fair market value" is defined for this purpose as
the price in a single transaction determined on a going-concern basis that would
be agreed upon by the most likely hypothetical buyer for a 100% controlling
interest in the equity capital of the Company (on a fully diluted basis
including any fractional shares and assuming the exercise in full of all then-
outstanding options, warrants or other rights to purchase shares of Common Stock
that are then currently exercisable at exercise prices less than the Current
Market Price), with consideration given to the effect of a noncompete covenant
signed by the seller and employment agreements signed by key management
personnel of the Company (and of its subsidiaries), each extending for a period
of time considered sufficient by all parties to effect the transfer of goodwill
from the seller to the buyer and disregarding any discounts for nonmarketability
of Common Stock of the Company. In the event that the Company and said holders
cannot, in good faith, agree upon an appraiser, then the Company, on the one
hand, and said holders, on the other hand, shall each select an appraiser, the
two appraisers so selected shall select a third appraiser who shall be directed
to prepare such a written appraisal (the "Appraisal") and the term Appraised
Value shall mean the appraised value set forth in the Appraisal prepared in
accordance with this definition. The fees and expenses of any appraisers shall
be paid by the Company, except in the case where the valuation of any appraiser
who renders an Appraisal is within ten percent (10%) of the value originally
determined by the Board of Directors, in which case the holders shall pay the
fees and expenses of any appraisers. In the event that the Company bears the
cost of the appraisal process, such cost shall be deemed an account payable of
the Company and shall be considered in the determination of the Appraised Value.

          "Board of Directors"  shall mean either the board of directors
           ------------------
of the Company or any duly authorized committee of that board.

          "Business Day" shall mean any day other than a Saturday, Sunday or a
           ------------
day on which banks in the States of New York or California are required or
permitted to close.

          "Commission" shall mean the Securities and Exchange Commission and any
           ----------
other similar or successor agency of the federal government administering the
Securities Act and the Exchange Act.

                                       2
<PAGE>

          "Common Stock" shall mean the Company's authorized Common Stock, $.01
           ------------
par value per share, irrespective of class unless otherwise specified, as
constituted on the date of original issuance of this Warrant, and any stock into
which such Common Stock may thereafter be changed, and shall also include stock
of the Company of any other class, which is not preferred as to dividends or
assets over any other class of stock of the Company issued to the holders of
shares of stock upon any reclassification thereof.

          "Company" shall mean RightStart.com Inc., a Delaware corporation.
           -------

          "Current Market Price" per share of Common Stock for the purposes of
           --------------------
any provision of this Warrant at the date herein specified, shall be deemed to
be the price determined pursuant to the first applicable of the following
methods:

               (i)   If the Common Stock is traded on a national securities
         exchange or is traded in the over-the-counter market, the Current
         Market Price per share of Common Stock shall be deemed to be the
         average of the daily market prices for 20 consecutive Business Days
         commencing 20 Business Days before such date. The market price for each
         such Business Day shall be (a) if the Common Stock is traded on a
         national securities exchange or in the over-the-counter market, its
         last sale price on the preceding Business Day on such national
         securities exchange or over-the-counter market or, if there was no sale
         on that day, the last sale price on the next preceding Business Day on
         which there was a sale, all as made available over the Consolidated
         Last Sale Reporting System of the CTA Plan (the "CLSRS") or, if the
                                                          -----
         Common Stock is not then eligible for reporting over the CLSRS, its
         last reported sale price on the preceding Business Day on such national
         securities exchange or, if there was no sale on that day, on the next
         preceding Business Day on which there was a sale reported on such
         exchange or (b) if the principal market for the Common Stock is the
         over-the-counter market, but the Common Stock is not then eligible for
         reporting over the CLSRS, but the Common Stock is quoted on The Nasdaq
         Stock Market, Inc. ("Nasdaq"), the last sale price reported on Nasdaq
                              ------
         on the preceding Business Day or, if the Common Stock is an issue for
         which last sale prices are not reported on Nasdaq, the closing bid
         quotation on such day, but, in each of the next preceding two cases, if
         the relevant Nasdaq price or quotation did not exist on such day, then
         the price or quotation on the next preceding Business Day in which
         there was such a price or quotation.

               (ii)  If the Current Market Price per share of Common Stock
         cannot be ascertained by any of the methods set forth in paragraph (i)
         immediately above, the Current Market Price per share of Common Stock
         shall be deemed to be the price equal to the quotient determined by
         dividing the Appraised Value by the number of outstanding shares of
         Common Stock (on a fully diluted basis including any fractional shares
         and assuming the exercise in full of all then-outstanding options,
         warrants or other rights to purchase shares of Common Stock that are
         then currently exercisable at exercise prices equal to or less than the
         Current Market Price).

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<PAGE>

          "Current Warrant Price" per share of Common Stock, for the purpose of
           ---------------------
any provision of this Warrant at the date herein specified, shall mean the
amount equal to the quotient resulting from dividing the Exercise Price in
effect on such date by the number of shares (including any fractional share) of
Common Stock comprising a Stock Unit on such date.

          "Exchange Act" shall mean the Securities and Exchange Act of 1934, as
           ------------
amended, and any similar or successor federal statute, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at
any applicable time.

          "Exercise Price" shall mean the purchase price per Stock Unit as set
           --------------
forth on the first page of this Warrant on the Closing Date and thereafter shall
mean such dollar amount as shall result from the adjustments specified in
Section 4.

          "Holder" means, initially, Oxygen Media, LLC, a Delaware limited
           -----
liability company, and thereafter any Person that is or Persons that are the
registered holder(s) of the Warrant or Warrant Stock as registered on the books
of the Company.

          "Liquidity Event" shall mean (i) the sale of all or substantially all
           ---------------
the assets of the Company for cash, (ii) a merger, acquisition, sale or
recapitalization of the Company whereby the Holder of this Warrant is entitled
by the terms of such transaction to receive cash in lieu of this Warrant or its
exercise or (iii) the initial firm-commitment public offering by the Company of
its Common Stock.

          "Nonpreferred Stock" shall mean the Common Stock and shall also
           ------------------
include stock of the Company of any other class which is not preferred as to
dividends or assets over any other class of stock of the Company and which is
not subject to redemption.

          "Person" shall include an individual, a corporation, an association, a
           ------
partnership, a limited liability company, a trust or estate, a government,
foreign or domestic, and any agency or political subdivision thereof, or any
other entity.

          "Restricted Certificate" shall mean a certificate for Common Stock or
           ----------------------
a Warrant bearing the restrictive legend set forth in the preamble.

          "Restricted Securities" shall mean Restricted Stock and the Restricted
           ---------------------
Warrant.

          "Restricted Stock" shall mean Common Stock evidenced by a Restricted
           ----------------
Certificate.

          "Restricted Warrant" shall mean a Warrant evidenced by a Restricted
           ------------------
Certificate.

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<PAGE>

          "Securities" shall mean the Warrant issued to the Holder, and the
           ----------
certificates and other instruments from time to time evidencing the same.

          "Securities Act" shall mean the Securities Act of 1933, as amended,
           --------------
and any similar or successor federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at any applicable
time.

          "Stock Unit" shall constitute one share of Common Stock, as such
           ----------
Common Stock was constituted on the date hereof and thereafter shall constitute
such number of shares (including any fractional shares) of Common Stock as shall
result from the adjustments specified in Section 4.

          "Subscription Agreement" has the meaning assigned to such term in the
           ----------------------
second paragraph of this Warrant.

          "Voting Stock" shall mean any equity security entitling the holder of
           ------------
such security to vote at meetings of shareholders except an equity security
which entitles the holder of such security to vote only upon the occurrence of
some contingency, unless that contingency shall have occurred and be continuing.

          "Warrant" shall mean this Warrant to purchase up to an aggregate of
           -------
136,500 Stock Units initially issued to Oxygen Media, LLC, a Delaware limited
liability company, and all Warrants issued upon transfer, division or
combination of, or in substitution therefor.

          "Warrant Stock" shall mean the shares of Common Stock purchasable by
           -------------
the holder of any Warrants upon the exercise thereof.

          Section 2.  Exercise of Warrant.  The holder of this Warrant may, at
                      -------------------
any time on and after the date hereof, but not later than the Expiration Date,
exercise this Warrant in whole at any time or in part from time to time for the
number of Stock Units which such holder is then entitled to purchase hereunder.
The Holder may exercise this Warrant, in whole or in part, by either of the
following methods (or a combination thereof or as otherwise determined by the
Company's Board of Directors):

          (a)           the Holder may deliver to the Company at its office
               maintained pursuant to Section 13 for such purpose (i) a written
               notice of such Holder's election to exercise this Warrant, which
               notice shall specify the number of Stock Units to be purchased,
               (ii) this Warrant and (iii) a sum equal to the aggregate Exercise
               Price therefor in immediately available funds; or

          (b)           on or after the occurrence of a Liquidity Event, the
               Holder may also exercise this Warrant, in whole or in part, in a
               "cashless" or "net

                                       5
<PAGE>

               issue" exercise by delivering to the Company at its office
               maintained pursuant to Section 13 for such purpose (i) a written
               notice of such Holder's election to exercise this Warrant, which
               notice shall specify the number of Stock Units to be delivered to
               such Holder and the number of Stock Units with respect to which
               this Warrant is being surrendered in payment of the aggregate
               Exercise Price for the Stock Units to be delivered to the Holder,
               and (ii) this Warrant. For purposes of this subparagraph (b),
               each Stock Unit as to which this Warrant is surrendered will be
               attributed a value equal to the product of (x) the Current Market
               Price per share of Common Stock minus the Current Warrant Price
               per share of Common Stock, multiplied by (y) the number of shares
               of Common Stock then comprising a Stock Unit.

          Any notice required under this Section 2 may be in the form of a
subscription set out at the end of this Warrant. Upon delivery thereof, the
Company shall as promptly as practicable cause to be executed and delivered to
such holder a certificate or certificates representing the aggregate number of
fully-paid and nonassessable shares of Common Stock issuable upon such exercise.

          The stock certificate or certificates for Warrant Stock so delivered
shall be in such denominations as may be specified in said notice and shall be
registered in the name of such Holder or, subject to Section 9, such other name
or names as shall be designated in said notice. Such certificate or certificates
shall be deemed to have been issued and such Holder or any other Person so
designated to be named therein shall be deemed to have become a holder of record
of such shares, including to the extent permitted by law the right to vote such
shares or to consent or to receive notice as a stockholder, as of the time said
notice is delivered to the Company as aforesaid. If this Warrant shall have been
exercised only in part, the Company shall, at the time of delivery of said
certificate or certificates, deliver to such Holder a new Warrant dated the date
it is issued, evidencing the rights of such Holder to purchase the remaining
Stock Units called for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant.

          The Company shall pay all expenses, taxes and other charges payable in
connection with the preparation, issue and delivery of stock certificates under
this Section 2.

          All shares of Common Stock issuable upon the exercise of this Warrant
shall be validly issued, fully paid and nonassessable, and free from all liens
and other encumbrances thereon. The Company will from time to time take all such
action as may be necessary to assure that the par value per share of the
unissued Common Stock acquirable upon exercise of this Warrant is at all times
equal to or less than the Exercise Price then in effect.

          The Company shall not issue certificates for fractional shares of
stock upon any exercise of this Warrant whenever, in order to implement the
provisions of this Warrant, the

                                       6
<PAGE>

issuance of such fractional shares is required. Instead, the Company shall pay
cash in lieu of such fractional share upon such exercise.

          Section 3.  Transfer, Division and Combination.  Subject to Section 9,
                      ----------------------------------
this Warrant and all rights hereunder are transferable, in whole or in part, on
the books of the Company to be maintained for such purpose, upon surrender of
this Warrant at the office of the Company maintained for such purpose pursuant
to Section 13, together with (a) a written assignment in the form set out at the
end of this Warrant duly executed by the Holder hereof or its agent or attorney,
(b) a copy of the Subscription Agreement duly executed by an authorized
representative of the transferee (substantially in the form executed by the
Holder or in such other form as reasonably acceptable to counsel to the Company)
and (c) payment of funds sufficient to pay any stock transfer taxes payable upon
the making of such transfer. Upon such surrender, execution and payment, the
Company shall, subject to Section 9, execute and deliver a new Warrant or
Warrants in the name of the assignee or assignees and in the denominations
specified in such instrument of assignment, and this Warrant shall promptly be
canceled. If and when this Warrant is assigned in blank (in case the
restrictions on transferability in Section 9 shall have been terminated), the
Company may (but shall not be obliged to) treat the bearer hereof as the
absolute owner of this Warrant for all purposes and the Company shall not be
affected by any notice to the contrary. This Warrant, if properly assigned in
compliance with this Section 3 and Section 9, may be exercised by an assignee
for the purchase of shares of Common Stock without having a new Warrant issued.

          This Warrant may, subject to Section 9, be divided upon presentation
at the aforesaid office of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued,
signed by the holder hereof or its agent or attorney. Subject to compliance with
the preceding paragraph and with Section 9, as to any transfer which may be
involved in such division or combination, the Company shall execute and deliver
a new Warrant or Warrants in exchange for the Warrant to be divided or combined
in accordance with such notice.

          The Company shall pay all expenses, taxes and other charges incurred
by the Company in the performance of its obligations in connection with the
preparation, issue and delivery of Warrants under this Section 3.

          The Company agrees to maintain at its aforesaid office books for the
registration and transfer of the Warrants.

          Section 4.  Adjustment of Stock Unit or Exercise Price.  The number of
                      ------------------------------------------
shares of Common Stock comprising a Stock Unit, and the Exercise Price per Stock
Unit, shall be subject to adjustment from time to time as set forth in this
Section 4 and in Section 5. The Company will not take any action with respect to
its Nonpreferred Stock of any class requiring an adjustment pursuant to any of
the following Subsections 4.1 or 4.3 without at the same time taking like action
with respect to its Nonpreferred Stock of each other class.

                                       7
<PAGE>

          4.1.  Stock Dividends, Subdivisions and Combinations.  In case at any
                ----------------------------------------------
time or from time to time the Company shall

          (a) take a record of the holders of its Nonpreferred Stock for the
purpose of entitling them to receive a dividend payable in, or other
distribution of, Nonpreferred Stock, or

          (b) subdivide its outstanding shares of Nonpreferred Stock into a
larger number of shares of Nonpreferred Stock, or

          (c) combine its outstanding shares of Nonpreferred Stock into a
smaller number of shares of Nonpreferred Stock,

then the number of shares of Common Stock comprising a Stock Unit immediately
after the happening of any such event shall be adjusted so as to consist of the
number of shares of Common Stock which a record holder of the number of shares
of Common Stock comprising a Stock Unit immediately prior to the happening of
such event would own or be entitled to receive after the happening of such
event; provided, however, that no such event may take place with respect to any
shares of Nonpreferred Stock unless it shall also take place for all shares of
Nonpreferred Stock.

          4.2. Other Provisions Applicable to Adjustments. The following
               ------------------------------------------
provisions shall be applicable to the making of adjustments of the number of
shares of Common Stock comprising a Stock Unit hereinbefore provided for in this
Section 4:

          (a) When Adjustments to Be Made. The adjustments required by Section
              ---------------------------
4.1 shall be made whenever and as often as any specified event requiring an
adjustment shall occur. For the purpose of any adjustment, any specified event
shall be deemed to have occurred at the close of business on the date of its
occurrence.

          (b) Fractional Interests.  In computing adjustments under this Section
              --------------------
4, fractional interests in Nonpreferred Stock shall be taken into account to the
nearest one-thousandth of a share.

          (c) When Adjustment Not Required.  If the Company shall take a record
              ----------------------------
of the holders of its Nonpreferred Stock for the purpose of entitling them to
receive a dividend or distribution and shall, thereafter and before the
distribution thereof to shareholders, abandon its plan to pay or deliver such
dividend or distribution, then thereafter no adjustment shall be required by
reason of the taking of such record and any such adjustment previously made in
respect thereof shall be rescinded and annulled.

          4.3. Merger, Consolidation or Disposition of Assets.  In case
               ----------------------------------------------
the Company shall merge or consolidate into another corporation,  or shall sell,
transfer  or  otherwise  dispose of all or

                                       8
<PAGE>

substantially all of its property, assets or business to another corporation and
pursuant to the terms of such merger, consolidation or disposition of assets,
shares of common stock of the successor or acquiring corporation are to be
received by or distributed to the holders of Nonpreferred Stock of the Company,
then each holder of a Warrant shall have the right thereafter to receive, upon
exercise of such Warrant, Stock Units each comprising the number of shares of
common stock of the successor or acquiring corporation receivable upon or as a
result of such merger, consolidation or disposition of assets by a holder of the
number of shares of Nonpreferred Stock comprising a Stock Unit immediately prior
to such event. If, pursuant to the terms of such merger, consolidation or
disposition of assets, any cash, shares of stock or other securities or property
of any nature whatsoever (including warrants or other subscription or purchase
rights) are to be received by or distributed to the holders of Nonpreferred
Stock of the Company, there shall be either, at the Holder's option, (i) a
reduction of the Exercise Price equal to the amount applicable to the number of
shares of Common Stock then comprising a Stock Unit of any such cash and of the
fair value of any and all such shares of stock or of other securities or
property to be received by or distributed to the holders of Nonpreferred Stock
of the Company, or (ii) such Holder shall have the right to receive, upon
exercise of its Warrant, such cash, shares of stock or other securities or
property of any nature as a holder of the number of shares of Nonpreferred Stock
underlying a Stock Unit would have been entitled to receive upon the occurrence
of such event. Such fair value shall be determined in good faith by the Board of
Directors of the Company, provided that if such determination is objected to by
the holders of Warrants evidencing a majority in number of the total number of
Stock Units at the time purchasable upon the exercise of all then outstanding
Warrants, such determination shall be made by an independent appraiser selected
by the Company and said holders. In the event that the Company and said holders
cannot, in good faith, agree upon an appraiser, then the Company, on the one
hand, and said holders, on the other hand, shall each select an appraiser, the
two appraisers so selected shall select a third appraiser who shall be directed
to prepare such a written appraisal which shall be conclusive and binding on the
parties. The fees and expenses of any appraisers shall be paid by the Company,
except in the case where the valuation of any appraiser who renders an Appraisal
is within ten percent (10%) of the value originally determined by the Board of
Directors, in which case the holders shall pay the fees and expenses of any
appraisers. In case of any such merger, consolidation or disposition of assets,
the successor acquiring corporation shall expressly assume the due and punctual
observance and performance of each and every covenant and condition of this
Warrant to be performed and observed by the Company and all of the obligations
and liabilities hereunder, subject to such modification as shall be necessary to
provide for adjustments of Stock Units which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section 4. For the purposes
of this Section 4 "common stock of the successor or acquiring corporation" shall
                   ------------------------------------------------------
include stock of such corporation of any class, that is not preferred as to
dividends or assets over any other class of stock of such corporation and that
is not subject to redemption, and shall also include any evidences of
indebtedness, shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event, and any warrants or other
rights to subscribe for or purchase any

                                       9
<PAGE>

such stock. The foregoing provisions of this Subsection 4.3 shall similarly
apply to successive mergers, consolidations or dispositions of assets.

          Section 5.  Notice to Warrant Holders.
                      -------------------------

          5.1.  Notice of  Adjustment  of Stock Unit or Exercise  Price.
                -------------------------------------------------------
Whenever the number of shares of Common Stock comprising a Stock Unit, or the
price at which a Stock Unit may be purchased upon exercise of the Warrants,
shall be adjusted pursuant to Section 4, the Company shall forthwith obtain a
certificate signed by independent accountants, of recognized national standing,
selected by the Company and reasonably acceptable to the Holder(s) of the
Warrants, setting forth, in reasonable detail, the event requiring the
adjustment and the method by which such adjustment was calculated (including a
statement of the fair value, as determined by the Board of Directors of the
Company or by appraisal (if applicable), of any evidences of indebtedness,
shares of stock, other securities or property or warrants or other subscription
or purchase rights referred to in Section 4.3) and specifying the number of
shares of Common Stock comprising a Stock Unit and (if such adjustment was made
pursuant to Section 4.3) describing the number and kind of any other shares of
stock comprising a Stock Unit, and any change in the purchase price or prices
thereof, after giving effect to such adjustment or change. The Company shall
promptly, and in any case within three days after the making of such adjustment,
cause a signed copy of such certificate to be delivered to each holder of a
Warrant in accordance with Section 14. The Company shall keep at its office or
agency, maintained for the purpose pursuant to Section 13, copies of all such
certificates and cause the same to be available for inspection at said office
during normal business hours by any holder of a Warrant or any prospective
purchaser of a Warrant designated by a holder thereof.

          5.2. Notice of Certain Corporate Action. In case the Company shall
               ----------------------------------
propose (a) to pay any dividend payable in stock of any class to the holders of
its Nonpreferred Stock or to make any other distribution to the holders of its
Nonpreferred Stock (other than a cash dividend) or (b) to effect any
consolidation, merger or sale, organic change, transfer or other disposition of
all or substantially all of its property, assets or business, then in each such
case, the Company shall deliver to each holder of a Warrant, in accordance with
Section 14, a notice of such proposed action, which shall specify the date on
which a record is to be taken for the purposes of such stock dividend,
distribution or rights, consolidation, merger, sale, organic change or transfer
is to take place and the date of participation therein by the holders of
Nonpreferred Stock, if any such date is to be fixed, and shall also set forth
such facts with respect thereto as shall be reasonably necessary to indicate the
effect of such action on the Nonpreferred Stock and the number and kind of any
other shares of stock which will comprise a Stock Unit, and the purchase price
or prices thereof, after giving effect to any adjustment which will be required
as a result of such action. Such notice shall be so delivered as promptly as
reasonably possible.

          Section 6. Reservation and Authorization of Common Stock. The Company
                     ---------------------------------------------
shall at all times reserve and keep available for issue upon the exercise of
Warrants such number of its authorized but unissued shares of Common Stock as
will be sufficient to permit the exercise in

                                       10
<PAGE>

full of all outstanding Warrants. All shares of Common Stock which shall be so
issuable, when issued upon exercise of any Warrant or upon such conversion, as
the case may be, shall be duly and validly issued, fully-paid and nonassessable.

          Section 7. Taking of Record; Stock and Warrant Transfer Books. In the
                     --------------------------------------------------
case of all dividends or other distributions by the Company to the holders of
its Nonpreferred Stock with respect to which any provision of Section 4 refers
to the taking of a record of such holders, the Company will in each such case
take such a record and will take such record as of the close of business on a
Business Day. The Company will not at any time, except upon dissolution,
liquidation or winding up or as otherwise may be required by law, close its
stock transfer books or Warrant transfer books so as to result in preventing or
delaying the exercise or transfer of any Warrant.

          Section 8. Taxes.  The Company will pay all taxes (other than federal,
                     -----
state, local or foreign income taxes) which may be payable in connection with
the execution and delivery of this Warrant or the issuance and sale of the
Restricted Securities hereunder or in connection with any modification of the
Restricted Securities and will save the Holder harmless without limitation as to
time against any and all liabilities with respect to or resulting from any delay
in paying, or omission to pay, such taxes. The obligations of the Company under
this Section 8 shall survive any redemption, repurchase or acquisition of
Restricted Securities by the Company.

          Section 9.  Restrictions on Transferability.  The Restricted
                      -------------------------------
Securities shall not be transferable except upon the conditions specified in
this Section 9.

          9.1 Transfer to an Affiliate.  The Holder shall have the right to
              ------------------------
transfer any Restricted Securities to any Affiliate of the Holder, in each case
free of the restrictions imposed by this Section 9 other than the requirement as
to the legending of the certificates for such Restricted Securities specified in
Section 9.3. No opinion of counsel shall be required for a transfer of
Restricted Securities to an Affiliate of the Holder.

          9.2 Transfer to a Non-Affiliate.  The Holder and his or her or her
              ---------------------------
subsequent transferees shall have the right to transfer any Restricted
Securities to a non-Affiliate of Holder as follows:

          (a)  Prior to any transfer or attempted transfer of any Restricted
Securities to a non-Affiliate of Holder, the holder of such Restricted
Certificate shall give written notice to the Company of such holder's intention
to effect such transfer. Each such notice shall describe the manner and
circumstances of the proposed transfer in reasonable detail.

          (b) Upon receipt of such notice, the Company may request an opinion of
counsel of a transferring holder to the effect that such proposed transfer may
be effected without registration under the Securities Act. Upon receipt of such
opinion, or if the Company does not request such an opinion, within five (5)
Business Days after receiving notice of the proposed transfer, the Company
shall, as promptly as practicable, so notify the holder of such Restricted

                                       11
<PAGE>

Certificate and such holder shall thereupon be entitled to transfer such
Restricted Securities in accordance with the terms of the notice delivered by
such holder to the Company. Each certificate evidencing the Restricted
Securities thus to be transferred (and each certificate evidencing any
untransferred balance of the Restricted Securities evidenced by such Restricted
Certificate) shall bear the restrictive legend set forth in Section 9.3, unless
in the opinion of the Company or the opinion of such counsel, if requested,
pursuant to Rule 144(k) of the Securities Act or otherwise, such legend is not
required in order to ensure compliance with the Securities Act. The fees and
expenses of counsel for any such opinion shall be paid by the Company.

          9.3  Restrictive  Legend.  Unless  and  until  the  Restricted
               -------------------
Securities  have been registered  under the Securities  Act, this Warrant,  each
Warrant issued to any transferee of the Holder, each certificate for any Warrant
Stock issued upon exercise of any Warrant and each  certificate  for any Warrant
Stock  issued to any  transferee  of any such  certificate,  shall be stamped or
otherwise imprinted with a legend in substantially the following form:

          "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER
          ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR
          INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
          UNLESS PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED, AND ANY REQUIRED REGISTRATION OR QUALIFICATION UNDER ANY
          STATE SECURITIES LAWS, OR THE PROPOSED TRANSACTION DOES NOT REQUIRE
          REGISTRATION OR QUALIFICATION UNDER FEDERAL OR STATE SECURITIES LAWS."

          Section 10.  Limitation of Liability.  No provision hereof, in the
                       -----------------------
absence of affirmative action by the Holder to purchase shares of Common Stock,
and no mere enumeration herein of the rights or privileges of the Holder, shall
give rise to any liability of the Holder for the purchase price of the Warrant
Stock or as a stockholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.

          Section 11. Loss or Destruction of Warrant Certificates.  Upon receipt
                      -------------------------------------------
of evidence satisfactory to the Company of the loss, theft, destruction or
mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Company
(the original Holder's or any other institutional Holder's indemnity being
satisfactory indemnity in the event of loss, theft or destruction of any Warrant
owned by such institutional Holder), or, in the case of any such mutilation,
upon surrender and cancellation of such Warrant, the Company will make and
deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new
Warrant of like tenor and representing the right to purchase the same aggregate
number of shares of Common Stock.

          Section  12.  Amendments.  The terms of this Warrant may be amended,
                        ----------
and the observance of any term therein may be waived, but only with the written
consent of the holders

                                       12
<PAGE>

of Warrants evidencing a majority in number of the total number of Stock Units
at the time purchasable upon the exercise of all then outstanding Warrants,
provided that no such action may change the number of shares of stock comprising
a Stock Unit or the Exercise Price, without the written consent of the holders
of Warrants evidencing 100% in number of the total number of Stock Units at the
time purchasable upon the exercise of all then outstanding Warrants. For the
purposes of determining whether the holders of outstanding Warrants entitled to
purchase a requisite number of Stock Units at any time have taken any action
authorized by this Warrant, any Warrants owned by the Company or any Affiliate
of the Company (other than an institutional investor which may be deemed an
Affiliate solely by reason of the ownership of Warrants) shall be deemed not to
be outstanding.

          Section 13.  Office of the Company.  So long as any Warrant remains
                       ---------------------
outstanding, the Company shall maintain an office where the Warrants may be
presented for exercise, transfer, division or combination as in this Warrant
provided. Such office shall be at 5388 Sterling Center Drive, Unit C, Westlake
Village, California 91361, FAX: (818) 707-7132, unless and until the Company
shall designate and maintain some other office for such purposes and deliver
written notice thereof to the Holders of all outstanding Warrants.

          Section 14.  Notices Generally.
                       -----------------

          14.1. All communications (including all required or permitted notices)
pursuant to the provisions hereof shall be in writing and shall be sent, to any
registered Holder of any Warrants or Warrant Stock, to the address of such
Holder as it appears in the stock or warrant ledger of the Company or at such
other address as such Holder may have furnished in writing to the Company.

          14.2.  Any notice shall be deemed to have been duly delivered when
delivered by hand, if personally delivered, and if sent by mail to a party whose
address is in the same country as the sender, two Business Days after being
deposited in the mail, postage prepaid, and if sent by recognized international
courier, freight prepaid, with a copy sent by telecopier, to a party whose
address is not in the same country as the sender, three Business Days after the
later of (a) being telecopied and (b) delivery to such courier.

          Section 15.  Governing Law.  This Warrant shall be governed by and
                       -------------
construed in accordance with the laws of the State of Delaware (without regard
to conflicts of law provisions thereof).

                                       13
<PAGE>


          IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
in its name by its President and attested by its Senior Vice President.

Dated:   December 30, 1999

                                        RIGHTSTART.COM INC.



                                        /s/ Jerry R. Welch
                                        -------------------------------
                                        By:  Jerry R. Welch
                                        Its: President

ATTEST:





/s/ Kendrick F. Royer
-------------------------------------------------
Name:  Kendrick F. Royer
Title:  Senior Vice President and General Counsel
<PAGE>



                               SUBSCRIPTION FORM
                (to be executed only upon exercise of Warrant)


          The undersigned registered owner of this Warrant irrevocably exercises
this Warrant for and purchases Stock Units of RightStart.com Inc., a Delaware
corporation, purchasable with this Warrant, and herewith makes payment therefor
(by check in the amount of $_____), or hereby tenders _______________ Stock
Units as payment therefor, all at the price and on the terms and conditions
specified in this Warrant and requests that certificates for the shares of
Common Stock hereby purchased (and any securities or other property issuable
upon such exercise) be issued in the name of and delivered to _______________
_________________________ whose address is __________________________________
__________________________________________________________________________and,
if such Stock Units shall not include all of the Stock Units issuable as
provided in this Warrant that a new Warrant of like tenor and date for the
balance of the Stock Units issuable thereunder be delivered to the undersigned.


Dated:  _____________, _____

                                   -------------------------------
                                   (Signature of Registered Owner)



                                   -------------------------------
                                   (Street Address)

                                   -------------------------------
                                   (City) (State) (Zip Code)
<PAGE>


                                ASSIGNMENT FORM


          FOR VALUE RECEIVED the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under this Warrant, with respect to the number of
Stock Units set forth below:

Number of Stock Units                   Name and Address of Assignee
---------------------                   ----------------------------







and does  hereby  irrevocably  constitute  and  appoint ______________________
Attorney to make sure transfer occurs on the books of RightStart.com Inc., a
Delaware corporation, maintained for the purpose, with full power of
substitution in the premises.

Dated:

                                   ---------------------------
                                   Signature

                                   ---------------------------

                                   Witness


NOTICE:           The signature to the assignment must correspond with the name
                  as written upon the face of the Warrant in every particular
                  instance, without alteration or enlargement or any change
                  whatsoever.

                  The signature to this assignment must be guaranteed by a bank
                  or trust company having an office or correspondent in New
                  York, New York or Los Angeles, California or by a firm having
                  membership on the New York Stock Exchange.