ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT



                  This ELEVENTH  AMENDMENT TO LOAN AND SECURITY  AGREEMENT (this
"Amendment")  is dated as of October 23,  2000,  and entered into by and between
THE RIGHT  START,  INC.,  a  California  corporation  ("Borrower"),  and  HELLER
FINANCIAL, INC. ("Lender").


                                    RECITALS

                  WHEREAS,  Borrower  and Lender have  entered into that certain
Loan and Security  Agreement  dated as of November 14, 1996,  as amended by that
certain First  Amendment to Loan and Security  Agreement and Limited  Waiver and
Consent  dated as of April 30, 1997, as further  amended by that certain  Second
Amendment to Loan and Security Agreement and Limited Waiver dated July 10, 1997,
as  further  amended  by that  certain  Third  Amendment  to Loan  and  Security
Agreement,  Limited  Waiver and  Consent  dated  September  3, 1997,  as further
amended by that certain  Fourth  Amendment to Loan and  Security  Agreement  and
Limited  Consent  effective as of January 30, 1998,  as further  amended by that
certain Waiver and Fifth  Amendment to Loan and Security  Agreement  dated as of
December 9, 1998, as modified by those certain  consent  letters dated April 28,
1999 and July 8, 1999 as further  amended by that certain Sixth Amendment to the
Loan and Security  Agreement and First  Amendment to Secured CAPEX Note dated as
of November 8, 1999,  as further  amended by that certain  Seventh  Amendment to
Loan and Security  Agreement and Second Amendment to Secured CAPEX Note dated as
of January 18, 2000, as further amended by that certain Eighth Amendment to Loan
and  Security  Agreement  and  Waiver  dated as of April 28,  2000 (the  "Eighth
Amendment),  as further  amended by that  certain  Ninth  Amendment  to Loan and
Security Agreement dated as of June 9, 2000 (the "Ninth Amendment"),  as further
amended by that  certain  Tenth  Amendment to Loan and  Security  Agreement  and
Limited  Waiver  dated as of June 30, 2000 (the "Tenth  Amendment"  and the Loan
Agreement, as so amended by all the foregoing, the "Loan Agreement");

                  WHEREAS, Borrower has requested certain amendments to the Loan
Documents (as defined in the Loan  Agreement),  and waivers of certain events of
default as set forth herein;

                  WHEREAS,  Lender is willing to grant such limited  waivers and
to make such amendments, all on the terms and conditions set forth herein;

                  NOW,  THEREFORE,  in  consideration  of  these  premises,  the
agreements,  provisions and covenants  contained herein,  and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto hereby agree as follows:



<PAGE>


                                    AGREEMENT

1.       Defined Terms.  Capitalized terms used but not otherwise defined herein
shall have the meanings given in the Loan Agreement.


2.       Amendment to Subsection 2.4 of the Loan Agreement.  Subsection  2.4  of
the Loan Agreement is amended to add the following subsection (b)(3):

                           "(3)   Proceeds  of  Issuance  of  Preferred   Stock.
                  Promptly  following receipt by Borrower of the proceeds of the
                  issuance  of its Series D  Convertible  Pay-in-Kind  Preferred
                  Stock,  Borrower  shall  prepay the CAPEX Loan in an amount of
                  not less than $1,000,000, such prepayment to be applied to the
                  installments  due under the CAPEX Note in the inverse order of
                  maturity."

3.       Amendment to Subsection 5.17 of the Loan Agreement.  Subsection 5.17 of
the  Loan  Agreement  is  hereby  deleted  in  its  entirety  and  the following
substituted therefor:

                           "5.17    Minimum   Availability.     Borrower   shall
maintain Minimum Availability of at least $400,000 at all times."

4.       Amendment to Subsection 6.1 of the Loan Agreement.  Subsection  6.1  of
the  Loan  Agreement  is  hereby  deleted  in  its  entirety  and  the following
substituted therefor:

                           "6.1 Net Worth.  Borrower shall maintain Net Worth of
                  at least (a) $5,900,000 as of July 31, 2000, (b) $5,300,000 as
                  of August 31, 2000,  (c)  $6,600,000 as of September 30, 2000,
                  and (d) $8,000,000 as of October 31, 2000 and as of the end of
                  each month thereafter."

5.       Amendment to Subsection 6.3 of the Loan Agreement.  Subsection  6.3  of
the  Loan  Agreement  is  hereby  deleted  in  its  entirety  and  the following
substituted therefor:

                           "6.3     Minimum  EBITDA.   Borrower  shall  have   a
minimum EBITDA for the periods set forth below in the amounts set  forth  below:

<TABLE>
                           Period                              Amount
                  <S>                                        <C>

                  Three months ended April 30, 1998          ($1,200,000)
                  Six months ended July 31, 1998             ($1,200,000)
                  Nine months ended October 31, 1998         ($  900,000)
                  Twelve months ended January 31, 1999       ($  900,000)
                  Twelve months ended April 30, 1999         ($  500,000)
                  Twelve months ended July 31, 1999           $      0
                  Twelve months ended October 31, 1999        $  400,000
                  Twelve months ended January 31, 2000        $  500,000
                  Twelve months ended April 30, 2000          $  250,000
                  Twelve months ended July 31, 2000           $      0
                  Twelve months ended October 31, 2000        $      0
                  Twelve months ended February 3, 2001        $  400,000"

</TABLE>

                                       2
<PAGE>

6.      Amendment to Subsection 6.4 of the Loan Agreement. Subsection 6.4 of the
Loan  Agreement  is  hereby  amended  to  delete the amount of $1,750,000 as the
permitted  Capital  Expenditures for the Fiscal Year ending January 29, 2001 and
to replace it with $3,000,000.

7.      Limited  Waivers.  As  of  the  Effective  Date  of  this  Amendment (as
defined in Paragraph 9 below),  Lender  hereby  waives (a) the Events of Default
which have  occurred as a result of  Borrower's  failure to meet the minimum Net
Worth  covenant  contained in Subsection  6.1 of the Loan Agreement as of August
31, 2000 and Borrower's  exceeding the maximum Capital  Expenditure  limitations
contained in Subsection  6.4 of the Loan  Agreement and (b) the Event of Default
that  results  from  Borrower's  failure to own and  control at least 51% of the
voting  capital  stock of The  Right  Start.com,  as long as  Borrower  owns and
controls at least 48% of such voting capital stock. The waivers contained herein
are  limited to the Events of Default  specified  herein and shall not extend to
any  future  or other  existing  Defaults  or Events of  Default,  and  Lender's
granting  of such  waivers  shall not  obligate it to grant any similar or other
future waiver of any Default or Event of Default.

8.      Representations  and  Warranties.  Borrower  represents and warrants  to
Lender as follows:  a. Borrower has been duly organized and is validly  existing
and in good standing under the laws of the jurisdiction of its incorporation, as
well as in each  jurisdiction  in which  Borrower is required to be qualified to
transact business.

     b.  Borrower  has full power and  authority  and legal right to execute and
deliver this Amendment and to perform its  obligations  under the Loan Agreement
and the  other  Loan  Documents,  each as  amended  hereby,  and has  taken  all
necessary action to authorize such execution, delivery and performance.

     c. This Amendment has been duly executed and delivered by Borrower and such
Amendment,  and each of the Loan  Agreement  and the  other  Loan  Documents  as
amended hereby,  each  constitutes the legally valid and binding  obligations of
Borrower,  enforceable  against Borrower in accordance with its terms, except as
enforceability  may  be  limited  by  bankruptcy,  insolvency,   reorganization,
moratorium  or other  similar laws  relating to or affecting  creditors'  rights
generally and subject to the availability of equitable remedies.

9.      Conditions to the Effectiveness of this Amendment. Each of the following
shall be conditions  precedent to the  effectiveness of this Amendment (the date
on which such conditions are met being the "Effective Date"):

     a. Borrower  shall have duly  executed and delivered a counterpart  of this
Amendment to Lender or its counsel.

                                       3
<PAGE>

     b.  After  giving  effect to this  Amendment,  (a) no  Default  or Event of
Default has  occurred  and is  continuing,  (b) all of the  representations  and
warranties  contained  in the Loan  Documents  shall be true and  correct in all
material  respects  (except for any  representation  or warranty  limited by its
terms to a specific  date),  (c) Borrower  shall have  performed in all material
respects all  agreements  and satisfied all  conditions  which any Loan Document
(including as amended  hereby)  provides shall be performed by it on or prior to
such date, and (d) Borrower shall have delivered to Lender a certificate to such
effect in the form attached hereto as Exhibit A.

     c. Borrower  shall have delivered to Lender or its counsel a certificate of
its Secretary or an Assistant Secretary, certifying as to (i) the resolutions of
its Board of Directors  authorizing  this Amendment,  (ii) the incumbency of the
officers  executing  this  Amendment  and  any  other  documents  in  connection
herewith, (iii) the articles of incorporation of Borrower and (iv) the bylaws of
Borrower, each as in effect on the Effective Date, together with a good standing
certificate  from the Secretary of State of the State of California with respect
to the Borrower.

10.     Effect of Amendment;  Ratification.  From and after the Effective  Date,
all references in the Loan  Documents to the Loan Agreement  shall mean the Loan
Agreement  as  amended  hereby.  The  terms  and  provisions  set  forth in this
Amendment  shall amend 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 hereby  ratified and
confirmed and are and shall continue in full force and effect.

11.     No Waiver. Except as, and only to the extent, set forth in Section 5 of
this  Amendment,  nothing  contained  herein  or  in  any  other  instrument  or
document  executed in  connection  herewith,  nor any action  taken by Lender in
connection with this Amendment or any other action  contemplated hereby shall in
any event be construed or deemed to constitute a waiver of any past,  present or
future  Default or Event of Default or a waiver or an  estoppel  of any cause of
action Lender may have against  Borrower for any reason  whatsoever,  and Lender
hereby  reserves all rights and remedies  under the  Agreement or the other Loan
Documents.

12.      Fees and Expenses.  Borrower  acknowledges  that  all fees and expenses
(including reasonable attorneys'fees) incurred by Lender in connection with this
Amendment are for the account of Borrower pursuant to the Loan Agreement.

13.     Counterparts.    This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of which when so executed and  delivered  shall be deemed an
original,  but all such  counterparts  together shall constitute but one and the
same  instrument.  Delivery  via  facsimile  of  an  executed  counterpart  of a
signature  page  of  this  Amendment   shall  be  effective  as  delivery  of  a
manually-executed counterpart of this Amendment.

14.     Severability.  The illegality or  unenforceability of any  provision  of
this  Amendment,  the Loan Agreement  (including as amended hereby) or any other
document or any other instrument or agreement  required  hereunder or thereunder
shall not in any way  affect or impair the  legality  or  enforceability  of the
remaining provisions of this Amendment, the Loan Agreement (including as amended
hereby) or such other  document or any other  instrument  or agreement  required
hereunder or thereunder.

                                       4
<PAGE>

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

16.      Governing Law.  This  Amendment  shall  be governed by,  and  shall  be
construed and enforced in accordance with, the internal laws  of  the  State  of
Illinois, without regard to conflicts of laws principles.



                            [SIGNATURE PAGE FOLLOWS]



                                       5
<PAGE>


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment to be duly executed by a duly authorized  officer as of the date first
above written.



                                    THE RIGHT START, INC.



                                    By:  /s/ Jerry R. Welch
                                    Name: Jerry R. Welch
                                    Its: President and Chief Executive Officer




                                    HELLER FINANCIAL, INC.



                                    By:  /s/ Janice Faulkner
                                    Name: Janice Faulkner
                                    Its: Assistant Vice President