WAIVER AND FIFTH AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT

     This  Waiver  and  Fifth   Amendment   to  Loan  and   Security   Agreement
("Amendment")  is dated as of December 9, 1998,  and entered into by and between
HELLER FINANCIAL, INC. ("Lender"), and THE RIGHT START, INC. ("Borrower").

     WHEREAS,  Lender  and  Borrower  have  entered  into  a Loan  and  Security
Agreement dated November 14, 1996 (as amended, the "Loan Agreement"); and

        WHEREAS,  an Event of  Default  exists  under  subsection  8.1(C) of the
Agreement as a result of Borrower's  breach of the EBITDA covenant  contained in
subsection 6.3 of the Agreement for the three (3) fiscal  quarters ended October
31, 1998 (the "Existing  Event of Default").  Borrower has requested that Lender
waive the existing Event of Default and Lender has agreed to do so in accordance
with the terms of this Amendment.

        WHEREAS, Lender and Borrower have agreed to amend the Agreement, subject
to the following terms and conditions.

     NOW THEREFORE, in consideration of the mutual conditions and agreements set
forth in the  Agreements  and  this  Amendment,  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties, intending to be legally bound, hereby agree as follows:

     1. Definitions. Capitalized terms used in this Amendment, to the extent not
otherwise defined herein, shall have the same meanings as in the Loan Agreement,
as amended hereby.

     2. Amendments. The Agreement is hereby amended as follows:

     Subsection  5.6(I) of the Agreement is amended by deleting said  subsection
in its entirety and replacing it with the following:

                      (I)  Appraisals.  From time to time,  upon the  request of
        Lender,  Borrower at its own expense  will obtain and deliver to Lender,
        or will cooperate with Lender to provide,  appraisal reports in form and
        substance and from appraisers  satisfactory to Lender,  stating the then
        current fair market and orderly liquidation values of all or any portion
        of the Collateral;  provided,  however, that absent an Event of Default,
        Borrower  shall have ninety (90) days from the date of Lender's  request
        to appeal  such  request and provide  alternative  information  which is
        acceptable to Lender in its sole discretion.

     3. Limited  Waiver.  Lender hereby  waives the Event of Default.  This is a
limited  waiver  and shall not be  deemed  to  constitute  a waiver of any other
existing  Events of Default or any future  breach of the Agreement or any of the
other Loan Documents (including,  without limitation, a breach of subsection 6.3
of the  Agreement) for any period other than that stated above.  4.  Conditions.
The  effectiveness  of this  Amendment  is  subject to the  satisfaction  of the
following  conditions  precedent  (unless  specifically  waived  in  writing  by
Lender):

               (a) No Default or Event of Default, other than the Existing Event
        of Default, shall have occurred and be continuing;

               (b)  Borrower  shall  have  executed  and  delivered  such  other
        documents and instruments as Lender may require; and

               (c) all  corporate  proceedings  taken  in  connection  with  the
        transactions   contemplated   by  this   Amendment  and  all  documents,
        instruments   and  other  legal  matters   incident   thereto  shall  be
        satisfactory to Lender and its legal counsel.

     5. Ratification. The terms and provisions set forth in this Amendment shall
modify and  supersede all  inconsistent  terms and  provisions  set forth in the
Agreement and,  except as expressly  modified and superseded by this  Amendment,
the terms and provisions of the Agreement,  are ratified and confirmed and shall
continue in full force and effect.

     6.  Corporate  Action.  The  execution,  delivery and  performance  of this
Amendment have been authorized by all requisite  corporate action on the part of
Borrower  and will not  violate  the  Articles  of  Incorporation  or  Bylaws of
Borrower.

     7.  Severability.  Any  provision  of this  Amendment  held  by a court  of
competent  jurisdiction  to be  invalid  or  unenforceable  shall not  impair or
invalidate  the  remainder of this  Amendment  and the effect  thereof  shall be
confined to the provision so held to be invalid or unenforceable.

     8.  Successors and Assigns.  This Amendment is binding upon and shall inure
to the  benefit of Lender  and  Borrower  and their  respective  successors  and
assigns.

     9.   Counterparts.   This   Amendment  may  be  executed  in  one  or  more
counterparts,  each of which when so executed shall be deemed to be an original,
but all of  which  when  taken  together  shall  constitute  one  and  the  same
instrument.


<PAGE>



               IN WITNESS  WHEREOF,  the parties have executed this Amendment on
the date first above written.

                                            HELLER FINANCIAL, INC.
                                            as Lender

                                            By:  /s/  BARRY S. ONEALL
                                           --------------------------
                                            Title: Sr. Vice President




                                            THE RIGHT START, INC.
                                            as Borrower

                                            By:  /s/ GINA M. SHAUER
                                            -----------------------
                                            Title: Chief Financial Officer