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.

                    RIGHTSTART.COM INC. SECURED BRIDGE NOTE

                                                   Westlake Village, California
                                                                 April 18, 2000

      RightStart.com Inc., a Delaware corporation (the "Company"), the principal
office of which is located  at 5388  Sterling  Center  Drive,  Unit C,  Westlake
Village,  California,  for value received  hereby  promises to pay to Fred Kayne
("Holder"),   or  its  registered  assigns,  the  sum  of  ONE  MILLION  Dollars
($1,000,000),  or such  lesser  amount  as  shall  then  equal  the  outstanding
principal  amount hereof and any unpaid accrued  interest  hereon,  as set forth
below,  on the earlier to occur of (i) October 18, 2000,  or (ii) when  declared
due and  payable by the Holder  upon the  occurrence  of an Event of Default (as
defined  below).  Payment for all amounts due hereunder shall be made by mail to
the registered address of the Holder. This Note is issued in connection with the
transactions  described in Section 1.1 of that certain  Secured  Bridge Note and
Warrant Purchase  Agreement between the Company and the Investors named therein,
dated as of April  18,  1999,  as the  same  may from  time to time be  amended,
modified or supplemented (the "Purchase Agreement").  The holder of this Note is
subject to certain restrictions set forth in the Purchase Agreement and shall be
entitled to certain rights and  privileges set forth in the Purchase  Agreement.
This Note is one of the Notes  referred to as the "Bridge Notes" in the Purchase
Agreement.

      The  following is a statement of the rights of the Holder of this Note and
the conditions to which this Note is subject, and to which the Holder hereof, by
the acceptance of this Note, agrees:

1.    Definitions.  As used in this Note, the following terms, unless the
        context otherwise requires, have the following meanings:

(i)          "Company"  means  RightStart.com  Inc., a Delaware  corporation and
             includes  any  corporation  which  shall  succeed  to or assume the
             obligations of the Company under this Note.

(ii)         "Holder," when the context  refers to a holder of this Note,  shall
             mean any person who shall at the time be the  registered  holder of
             this Note.
<PAGE>

(iii)      "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 "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.

(iv)         "Contingent  Warrants" shall have the meaning ascribed to that term
             in the Purchase Agreement.

(v)          "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.

(vi)         "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.

2.    Interest.  On  October 18, 2000 or upon earlier repayment, the Company
        shall pay interest at the rate of ten percent (10%) per annum (the
        "Initial Interest Rate") on the principal of this Note outstanding
        ----------------------
        during the period beginning on the date of issuance of this Note and
        ending on the date that the principal amount of this Note becomes due
        and payable or is earlier repaid.  The Company agrees (to the extent
        it may lawfully do so) that it will not at any time insist upon, plead
        or in any manner whatsoever claim or take the benefit or advantage of,
        any stay or extension law or any usury law or other law that would
        prohibit or forgive the Company from paying all or a portion of the
        principal of or interest on this Note as contemplated in this Note,
        wherever enacted, now or at any time later in force, or that may
        materially affect the covenants or the performance of this Note in any
        manner inconsistent with its provisions.  The Company expressly waives
        all benefit or advantage of any such law, and will not hinder, delay
        or impede the execution of any power granted to the Holders, but will
        suffer and permit the execution of every such power as though no such
        law had been enacted.  If a court of competent jurisdiction prescribes
        that the Company may not waive its rights to take the benefit or
        advantage of any stay or extension law or any usury law or other law
        in accordance with the prior sentence, then the obligation to pay
        interest on the Note shall be reduced to the maximum legal limit under
        applicable law governing the interest payable in connection with the
        Note, and any amount of interest paid by the Company that is deemed
        illegal shall be deemed to have been a prepayment of principal
        (without penalty or premium) on the Note.

3.      Events of  Default.  If any of the events  specified  in this  Section 3
        shall occur (herein individually  referred to as an "Event of Default"),
        the entire  principal  and unpaid  accrued  interest  on the Notes shall
        become immediately due and payable:
<PAGE>

(i)   Default in the payment of the principal and unpaid accrued interest of
             the Notes when due and payable; or

(ii)  The institution by the Company of proceedings to be adjudicated as
             bankrupt or insolvent, or the consent by it to institution of
             bankruptcy or insolvency proceedings against it or the filing by
             it of a petition or answer or consent seeking reorganization or
             release under the federal Bankruptcy Act, or any other applicable
             federal or state law, or the consent by it to the filing of any
             such petition or the appointment of a receiver, liquidator,
             assignee, trustee or other similar official of the Company, or of
             any substantial part of its property, or the making by it of an
             assignment for the benefit of creditors; or

(iii)      If, within ninety (90) days after the commencement of an action
             against the Company (and service of process in connection
             therewith on the Company) seeking any bankruptcy, insolvency,
             reorganization, liquidation, dissolution or similar relief under
             any present or future statute, law or regulation, such action
             shall not have been resolved in favor of the Company or all
             orders or proceedings thereunder affecting the operations or the
             business of the Company shall not have been stayed, or if the
             stay of any such order or proceeding shall thereafter be set
             aside, or if, within ninety (90) days after the appointment
             without the consent or acquiescence of the Company of any
             trustee, receiver or liquidator of the Company or of all or any
             substantial part of the properties of the Company, such
             appointment shall not have been vacated.

        Upon an Event of Default under Section 3(i), the Company  shall,  to the
        extent it has not  already  done so,  issue to the  Holder of this Note,
        Contingent  Warrants  to  purchase  a number of shares of the  Company's
        common stock, par value $.01 per share, equal to the aggregate principal
        amount of this Note with  respect to which such Event of Default  exists
        multiplied by the quotient of (i) 12,000,000 divided by (ii) $3,000,000.

4.    Early Repayment.  The Company may repay this Note in whole or in part at
        any time after notice to the Holder at a price equal to the principal
        amount of this Note being repaid plus accrued and unpaid interest
        thereon.  The Company shall provide the Holder with not less than 3
        days prior written notice of its intent to make any such repayment
        which notice shall state (i) the aggregate principal amount of this
        Note to be repaid, (ii) the accrued principal to be paid, (iii) the
        date set for repayment, (iv) the place where repayment will be made,
        (v) that, if this Note is being repaid in part, new Notes in an
        aggregate principal amount equal to the unrepaid portion of this Note
        will be issued to the Holder, (vi) that this Note must be surrendered
        to receive the repayment amount and (vii) that, unless the Company
        fails to make the amount necessary for repayment of the Note available
        to this Holder, the Note will cease to accrue interest on an after the
        date set for repayment.  Upon surrender of  this Note after such
        notice for repayment, the Company shall pay the Holders the amount set
        forth in such notice together with accrued and unpaid principal
        thereon in accordance with Section 2.   If the amount necessary for
<PAGE>

        repayment of this Note has been made available to the Holder as set
        forth in such notice, this Note will cease to accrue interest on an
        after the date set for repayment.  Any partial repayment of the Notes
        shall be made pro rata among the holders of all of the Notes.  Upon
        surrender of this Note for partial repayment, the Company shall issue
        a new Note equal in aggregate principal amount to the unrepaid portion
        of this Note so surrendered.

5.      Assignment. Subject to the restrictions on transfer described in Section
        6 below,  the rights and  obligations  of the  Company and the Holder of
        this Note shall be binding  upon and  benefit the  successors,  assigns,
        heirs, administrators and transferees of the parties.

      6.Waiver and Amendment.  Any provision of this Note may be amended, waived
        or modified  upon the  written  consent of the Company and holders of at
        least a majority of the aggregate  outstanding  principal  amount of all
        then  outstanding  Notes  issued  pursuant  to the  Purchase  Agreement.
        Notwithstanding the immediately  preceding sentence,  however, this Note
        may not be amended without the Holder's  consent if such amendment would
        (i) reduce the rate at which interest  accrues on this Note, (ii) reduce
        the principal of this Note or change the fixed  maturity,  (iii) waive a
        default in payment of  principal  of, or interest  on, this Note or (iv)
        amend this Section 6.

      7.Restrictions  on  Transferability.  The Notes shall not be  transferable
        except upon the conditions specified in this Section 7.

                7.1 Transfer to an Affiliate. The Holder shall have the right to
           transfer any Notes to any Affiliate of the Holder,  in each case free
           of the  restrictions  imposed  by  this  Section  7  other  than  the
           requirement  as to the legending of the  certificates  for such Notes
           specified in Section 7.3. No opinion of counsel shall be required for
           a transfer of Notes to an Affiliate of the Holder.

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

                (a) Prior to any transfer or attempted  transfer of any Notes to
           a non-Affiliate of Holder, the holder of such Note 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 Notes and such
           holder  shall  thereupon  be  entitled  to  transfer  such  Notes  in
           accordance  with the terms of the notice  delivered by such holder to
<PAGE>

           the  Company.  Each Note so  transferred  shall bear the  restrictive
           legend set forth in Section 6.3, 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.

                7.3  Restrictive  Legend.  Unless  and until  this Note has been
           registered  under the Securities  Act, this Note and each Note issued
           on partial  repayment of this Note or issued to any transferee of any
           such Note,  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."

      8.  Governing  Law. This  Agreement  shall be governed by and construed in
      accordance with the laws of the State of New York,  excluding that body of
      law relating to conflict of laws.

      9. Heading:  References. All headings used herein are used for convenience
      only and shall not be used to  construe  or  interpret  this Note.  Except
      where  otherwise  indicated,  all  references  herein to Sections refer to
      Sections hereof.

      IN WITNESS  WHEREOF,  the  Company  has caused this Note to be issued this
18th day of April, 2000.

                               RIGHTSTART.COM INC.

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

Name of Holder: Fred Kayne
Address: c/o Fortune Financial
1800 Avenue of the Stars, Suite 1112
Los Angeles, California 90067