THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT,
                           LIMITED WAIVER AND CONSENT

     This Third  Amendment to Loan and Security  Agreement,  Limited  Waiver and
Consent("Amendment")  is dated September 3, 1997 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 is in existence under subsection 8.1(C) of the
Agreement  as a result of  Borrower's  breach  of the  Minimum  EBITDA  covenant
contained in subsection 6.3 for the two (2) fiscal quarters ending July 31, 1997
(the "Existing Event of Default"); and

     WHEREAS, Borrower has requested that Lender (i) waive the Existing Event of
Default,  (ii) amend the EBITDA  covenant,  (iii)  increase  Lender's  Letter of
Credit Liability, and (iv) consent to Borrower's sale of 1,500,000 shares of its
common stock; and

     WHEREAS, Lender has agreed to Borrower's requests, subject to the terms and
conditions set forth herein.

     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:

          (a) Subsection  2.1(G)(1) is deleted in its entirety and replaced with
     the following:

                  (1) Maximum  Amount.  The  aggregate  amount of Letter
            of Credit  Liability  with respect to all Lender  Letters of
            Credit outstanding at any time shall not exceed $3,000,000.
<PAGE>

          (b)  Subsection  6.3 is deleted in its entirety and replaced  with the
     following:

               6.3 Minimum EBITDA.  Borrower shall have a minimum EBITDA for the
          two (2) fiscal  quarters ending July 31, 1997 of no more negative than
          ($1,850,000)  and for the three (3) fiscal quarters ending October 31,
          1997 of no more negative than ($3,000,000).

          3. Limited Waiver. Lender hereby waives the Existing 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 the covenant  causing the Existing Event of Default for any period other
     than that specified herein).

          4. Limited Consent.  Notwithstanding  the provisions of subsection 7.8
     of the Agreement,  entitled  "Transactions with Affiliates",  Lender hereby
     consents to Borrower's sale of 1,500,000 shares of common stock pursuant to
     that certain  Securities  Purchase  Agreement dated as of September 4, 1997
     among  Borrower  and the  Purchasers  (as  defined  therein)  listed on the
     signature  pages thereto (a copy of which is attached  hereto as Exhibit A,
     the "Securities  Purchase  Agreement"),  the net proceeds of which shall be
     equal  to at  least  $3,500,000  and be wire  transferred  directly  to the
     Blocked  Account.  This is a limited  consent which shall be effective only
     with respect to the specific  facts set forth above.  This limited  consent
     shall not be deemed to  constitute  a consent or waiver of any other  term,
     provision or condition of the Agreement or to prejudice any right or remedy
     that Lender may now have or may have in the future  under or in  connection
     with any of the Loan Documents.

          5. Conditions.  The  effectiveness of this Amendment is subject to the
     satisfaction of the following  conditions  precedent  (unless  specifically
     waived in writing by Lender):

      (a) there shall have occurred no material  adverse change in the business,
      operations,   financial  conditions,  profits  or  prospects,  or  in  the
      Collateral of Borrower;

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

      (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;
<PAGE>

      (d)  Borrower  shall have  received  net proceeds in an amount of at least
      $3,500,000 from the sale of 1,500,000  shares of its common stock pursuant
      to the Securities Purchase Agreement and wire transferred said proceeds to
      the Blocked Account; and

      (e)   Borrower shall have paid Lender a documentation  fee in the amount
      of $500.00

     Section  5.02  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.

     Section 5.03 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.

     Section 5.04 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.

     Section 5.05  Successors  and Assigns.  This  Amendment is binding upon and
shall  inure  to the  benefit  of  Lender  and  Borrower  and  their  respective
successors and assigns.

     Section 5.06  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.


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

                                    HELLER FINANCIAL, INC.,
                                    as Lender

                                       By:
                                     Title:


                                    THE RIGHT START, INC.,
                                   as Borrower

                                       By:
                                     Title: