THE RIGHT START, INC.



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



                          SECURITIES PURCHASE AGREEMENT



                          Dated as of September 1, 2000



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



                    $3,000,000 aggregate principal amount of

         Senior Subordinated Convertible Pay-in-Kind Notes due September 1, 2005


<PAGE>


                                TABLE OF CONTENTS
                                                                            Page


Section 1.  ISSUANCE OF SECURITIES                                             1
   Section 1.1.   Authorization                                                1
   Section 1.2.   Purchase and Sale of Securities; the Closing                 1
   Section 1.3.   Representations of the Purchasers                            2

Section 2.  REPRESENTATIONS OF THE COMPANY                                     4
   Section 2.1.   Organization and Authority of the Company                    5
   Section 2.2.   Business, Properties and Other
                  Information Regarding the Company                            5
   Section 2.3.   Capital Stock 6
   Section 2.4.   Litigation; Observance of Statutes,
                    Regulations and Orders                                     6
   Section 2.5.   Title to Property                                            7
   Section 2.6.   Taxes                                                        7
   Section 2.7.   Compliance with Laws and Other
                    Instruments of the Company                                 7
   Section 2.8.   Governmental Authorizations                                  7
   Section 2.9.   Licenses and Permits                                         7
   Section 2.10.  Compliance with ERISA                                        8
   Section 2.11.  Investment Company Act                                       9
   Section 2.12.  Environmental Compliance                                     9
   Section 2.13.  Maintenance of Insurance                                     9
   Section 2.14.  Labor Relations                                              9
   Section 2.15.  Assumptions or Guaranties of
                    Indebtedness of Other Persons                              9
   Section 2.16.  Disclosure                                                   9

Section 3. CONDITIONS OF CLOSING 10
   Section 3.1.   Proceedings Satisfactory                                    10
   Section 3.2.   Representations True; Officer's Certificate                 10
   Section 3.3.   Purchase Permitted by Applicable Laws                       10
   Section 3.4.   Securities                                                  10
   Section 3.5.   Registration Rights Agreement                               10
   Section 3.6.   Third-Party Consents                                        11

Section 4.  CONVERSION OF THE NOTES                                           11
   Section 4.1.   Conversion                                                  11

<PAGE>                        i


Section 5.  COVENANTS                                                         11
   Section 5.1.   Payment of Notes                                            11
   Section 5.2.   Observance of Statutes, Regulations and Orders              11
   Section 5.3.   Corporate Existence                                         11
   Section 5.4.   Taxes                                                       11
   Section 5.5.   Maintenance of Properties                                   11
   Section 5.6.   Books and Records                                           11
   Section 5.7.   Maintenance of Insurance                                    11
   Section 5.8.   Limitations on Transactions with Affiliates                 12
   Section 5.9.   Investment Company Act                                      12
   Section 5.10.  Compliance with ERISA                                       12

Section 6.  SEC REPORTS                                                       12

Section 7.  DEFINITIONS                                                       12
   Section 7.1.   Definitions                                                 12
   Section 7.2.   Accounting Terms                                            16

Section 8.  EVENTS OF DEFAULT; REMEDIES                                       16
   Section 8.1.   Events of Default Defined; Acceleration of Maturity         16
   Section 8.2.   Annulment of Defaults                                       17
   Section 8.3.   Suits for Enforcement                                       18
   Section 8.4.   Remedies Cumulative                                         18
   Section 8.5.   Remedies Not Waived                                         18

Section 9.  REGISTRATION, TRANSFER AND EXCHANGE OF SECURITIES;
            LOST SECURITIES                                                   19

Section 10. HOME OFFICE PAYMENT                                               19

Section 11. MISCELLANEOUS                                                     19
   Section 11.1.  Indemnification                                             19
   Section 11.2.  Expenses                                                    19
   Section 11.3.  Amendments, Waiver and Consents                             20
   Section 11.4.  Reliance on and Survival of Representations                 21
   Section 11.5.  Successors and Assigns                                      21
   Section 11.6.  Notices                                                     21
   Section 11.7.  Counterparts                                                22
   Section 11.8.  Governing Law                                               22
   Section 11.9.  Waiver of Jury Trial                                        22











<PAGE>                        ii



Schedules

   SCHEDULE I     -    Purchasers
   SCHEDULE 2.13  -    Insurance


Exhibits

   EXHIBIT A      -    Form of Note
   EXHIBIT B      -    Form of Registration Rights Agreement
   EXHIBIT C      -    Form of Security Agreement








































<PAGE>                        iii

THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS  EVIDENCED HEREBY ARE SUBORDINATE
IN THE  MANNER AND TO THE EXTENT  SET FORTH IN THAT  CERTAIN  SUBORDINATION  AND
INTERCREDITOR  AGREEMENT  (AS SUCH  SUBORDINATION  AND  INTERCREDITOR  AGREEMENT
HEREAFTER MAY BE AMENDED,  SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME,
THE  "INTERCREDITOR  AGREEMENT")  DATED AS OF  SEPTEMBER  1,  2000  AMONG  ARBCO
ASSOCIATES,  L.P.,  KAYNE  ANDERSON  NON-TRADITIONAL  INVESTMENTS,  L.P.,  KAYNE
ANDERSON  DIVERSIFIED  CAPITAL PARTNERS,  L.P., KAYNE ANDERSON CAPITAL PARTNERS,
L.P.,  THE  RIGHT  START,  INC.  (THE  "COMPANY")  AND  HELLER  FINANCIAL,  INC.
("AGENT"), TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE COMPANY PURSUANT
TO THAT CERTAIN LOAN AND SECURITY AGREEMENT DATED AS OF NOVEMBER 14, 1996, AMONG
THE COMPANY, AGENT AND THE LENDERS FROM TIME TO TIME PARTY THERETO, AS SUCH LOAN
AND SECURITY  AGREEMENT HAS BEEN AND HEREAFTER MAY BE AMENDED,  SUPPLEMENTED  OR
OTHERWISE  MODIFIED  FROM  TIME  TO TIME  AND TO  INDEBTEDNESS  REFINANCING  THE
INDEBTEDNESS   UNDER  THAT  AGREEMENT  AS  CONTEMPLATED  BY  THE   INTERCREDITOR
AGREEMENT;  AND  EACH  HOLDER  OF THIS  INSTRUMENT,  BY ITS  ACCEPTANCE  HEREOF,
IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.

                                  THE RIGHT START, INC.

                          SECURITIES PURCHASE AGREEMENT


                          Dated as of September 1, 2000


To each of the Purchasers
Listed on Schedule I hereto



Ladies and Gentlemen:

     The Right Start,  Inc., a California  corporation (the  "Company"),  hereby
agrees with the Purchasers as follows:

     Section 1. ISSUANCE OF SECURITIES.

     Section 1.1.  Authorization.
                   -------------

     The  Company  has  duly  authorized  an issue  of its  Senior  Subordinated
Convertible  Pay-in-Kind  Notes  due  September  1, 2005  (the  "Notes")  in the
aggregate  principal  amount of up to $3,000,000  plus the  aggregate  principal
amount of all Notes  issued by the Company in lieu of the payment of interest in
cash.  Each  Note  shall be in the form of  Exhibit A and  shall  mature  and be
payable and shall be otherwise as provided herein and therein.

     As used herein,  the term "Notes" shall include all notes originally issued
pursuant to this Securities  Purchase  Agreement (the "Agreement") and all notes
delivered  in  substitution  or exchange for any of such notes or in lieu of the
payment of interest in cash and,  where  applicable,  shall include the singular
number as well as the plural.  The term "Note" shall mean one of the Notes.  The
Notes issued to the Purchasers pursuant to this Agreement,  and the certificates
and  other  instruments  from  time to time  evidencing  the  same,  are  herein
sometimes collectively called the "Securities."

     Section 1.2.  Purchase  and Sale of  Securities;  the Closing.  The Company
shall sell to the Purchasers  and,  subject to the terms and conditions  hereof,
the Purchasers  shall purchase from the Company Notes in an aggregate  principal
amount of up to  $3,000,000,  at a purchase price equal to 100% of the aggregate
principal amount of the Notes.

     The closing (the  "Closing")  of such purchase of the  Securities  shall be
held at 10:00 a.m., Los Angeles time, on September 1, 2000 (the "Closing Date"),
at the office of Milbank,  Tweed,  Hadley & McCloy, LLP, Los Angeles, or at such
other time or place as the parties hereto may mutually agree.

     On the Closing Date,  the Company  shall  deliver to each  Purchaser one or
more certificates representing the Notes, registered in such Purchaser's name or
in the  name of  such  Purchaser's  nominee  in any  denominations,  all as such
Purchaser may specify by notice delivered to the Company at least two days prior
to the  Closing  Date  (or,  in the  absence  of such  notice,  one  certificate
representing the Notes,  registered in such Purchaser's name), duly executed and
dated the Closing  Date,  against  each  Purchaser's  delivery to the Company of
immediately available funds in the amount of the purchase price.

     Section 1.3 Subsequent  Sale of Notes. If less than $3,000,000 in aggregate
principal  amount of the notes are sold at the  Closing,  then,  subject  to the
terms  and  conditions  of this  Agreement,  the  Company  may sell  the  unsold
remainder  to an  aggregate  principal  amount of  $3,000,000  of Notes (as such
"Remainder  Notes") to such Persons as the Board of Directors may determine,  on
the  same  terms  and  conditions  as those  contained  in this  Agreement.  The
purchasers  of any  Remainder  Notes shall become,  by their  purchase  thereof,
parties to this Agreement,  the  Registration  Rights Agreement and the Security
Agreement and shall  acknowledge  their  obligations  under this Agreement,  the
Registration  Rights Agreement and the Security Agreement in a writing delivered
to the Company.  Each  Remainder  Note shall be an additional  obligation of the
Company  and  shall  rank  pari  passu  with and be  subject  to the same  terms
(including the interest rate payable  thereon) as any other Note except,  as the
case may be, with respect to the issuance  date and aggregate  principal  amount
thereof.  Purchasers  hereby agree to execute  amendments  to all UCC  financing
statements perfecting the security interests granted to secure the Notes and any
Remainder  Notes  such  that any  subsequent  Purchaser  will also be named as a
secured party on all such financing statements.

     Section 1.4.  Representations of the Purchasers.  Each Purchaser represents
and warrants to the Company that:

(a)   Authorization.
      -------------

     Such  Purchaser has full power and authority to enter into this  Agreement,
and that this  Agreement,  when executed and delivered,  will constitute a valid
and legally binding obligation of the Purchaser.

(b)   Purchase Entirely for Own Account.
      ---------------------------------

                                       2
<PAGE>

     This Agreement is made with such Purchaser in reliance upon the Purchaser's
representation  to the Company,  which by its execution of this  Agreement  such
Purchaser hereby confirms, that the Securities to be purchased by such Purchaser
will be acquired for  investment  for such  Purchaser's  own  account,  not as a
nominee or agent,  and not with a view to the resale or distribution of any part
thereof,  and that such Purchaser has no present intention of selling,  granting
any  participation  in, or otherwise  distributing  the same. By executing  this
Agreement,  such Purchaser further  represents that such Purchaser does not have
any contract,  undertaking,  agreement or  arrangement  with any person to sell,
transfer or grant  participations  to such person or to any third  person,  with
respect to any of the Securities.

            (c)   Reliance Upon Purchasers' Representations.
                  -----------------------------------------

     Such Purchaser understands that the Securities are not registered under the
Securities  Act on grounds that the sale provided for in this  Agreement and the
issuance  of  securities   hereunder  is  exempt  from  registration  under  the
Securities Act pursuant to Section 4(2) thereof, and that the Company's reliance
on such exemption is predicated on such  Purchasers'  representations  set forth
herein.  Such  Purchaser  realizes  that the basis for the  exemption may not be
present if,  notwithstanding  such  representations,  such Purchaser has in mind
merely  acquiring  the  Securities  for a fixed or  determinable  period  in the
future,  or for a market  rise,  or for sale if the market  does not rise.  Such
Purchaser has no such intention.

            (d)   Investment Experience.
                  ---------------------

     Such  Purchaser  represents  that  it  is  experienced  in  evaluating  and
investing in private placement  transactions and acknowledges that it is able to
fend for itself, can bear the economic risk of such Purchaser's investment,  and
has such  knowledge and  experience in financial and business  matters that such
Purchaser is capable of evaluating the merits and risks of the investment in the
Securities.  Such Purchaser also  represents  that it has not been organized for
the purpose of acquiring the Securities.

            (e) Accredited Investor.
                -------------------

            (1)   The term "Accredited Investor" as used herein refers to:

               (i) A person or entity who is a director or executive  officer of
          the Company;

               (ii) Any bank as  defined in  Section  3(a)(2) of the  Securities
          Act, or any  savings  and loan  association  or other  institution  as
          defined in Section  3(a)(5)(A) of the Securities Act whether acting in
          its individual or fiduciary capacity;  any broker or dealer registered
          pursuant  to  Section  15 of the  Securities  Exchange  Act of 1934 as
          amended;  any  insurance  company as  defined in Section  2(13) of the
          Securities Act; any investment company registered under the Investment
          Company  Act of 1940 as amended or a business  development  company as
          defined in Section 2(a)(48) of that act; any Small Business Investment
          Company  licensed by the United States Small  Business  Administration
          under Section  301(c) or (d) of the Small  Business  Investment Act of
          1958 as amended;  any plan  established and maintained by a state, its
          political subdivisions, or any agency or instrumentality of a state or
          its political subdivisions,  for the benefit of its employees, if such
          plan has total assets in excess of  $5,000,000;  any employee  benefit
          plan within the meaning of Title I of the Employee  Retirement  Income

                                       3
<PAGE>

          Security Act of 1974 as amended, if the investment decision is made by
          a plan  fiduciary,  as defined in Section 3(21) of such act,  which is
          either a bank,  savings and loan association,  insurance  company,  or
          registered  investment  adviser,  or if the employee  benefit plan has
          total assets in excess of $5,000,000 or, if a self-directed plan, with
          investment  decisions  made  solely  by  persons  that are  Accredited
          Investors;

               (iii) Any  private  business  development  company  as defined in
          Section 202(a)(22) of the Investment Advisers Act of 1940 as amended;

               (iv) Any  organization  described  in  Section  501(c)(3)  of the
          Internal Revenue Code, corporation,  Massachusetts or similar business
          trust,  or  partnership,  not  formed  for  the  specific  purpose  of
          acquiring  the  securities  offered,  with  total  assets in excess of
          $5,000,000;

               (v) Any natural person whose  individual net worth,  or joint net
          worth with that person's  spouse,  at the time of the purchase exceeds
          $1,000,000;

               (vi) Any natural person who had an individual income in excess of
          $200,000  in each of the two most  recent  years or joint  income with
          that person's  spouse in excess of $300,000 in each of those years and
          has a reasonable  expectation or reaching the same income level in the
          current year;

               (vii) Any trust,  with total assets in excess of $5,000,000,  not
          formed for the specific  purpose of acquiring the securities  offered,
          whose  purchase  is directed  by a person who has such  knowledge  and
          experience in financial and business matters that he or she is capable
          of evaluating the merits and risks of the prospective investment; or

               (viii)  Any  entity  in  which  all  of  the  equity  owners  are
          Accredited Investors.

     As used in this Paragraph 3.6(a),  the term "net worth" means the excess of
total assets over total  liabilities.  For the purpose of determining a person's
net worth,  the principal  residence owned by an individual  should be valued at
fair  market  value,  including  the  cost  of  improvements,   net  of  current
encumbrances. As used in this Section 1.4 (e)(1), "income" means actual economic
income,  which may differ from  adjusted  gross income for income tax  purposes.
Accordingly,  the Purchaser  should consider whether it should add any or all of
the following items to the  Purchaser's  gross income for income tax purposes in
order to reflect more accurately the Purchaser's  actual  economic  income:  any
amounts attributable to tax-exempt income received,  losses claimed as a limited
partner  in  any  limited   partnership,   deductions   claimed  for  depletion,
contributions to an IRA or Keogh retirement plan, and alimony payments.

            (2) Such Purchaser further represents to the Company that, except as
otherwise  disclosed  to the  Company  in  writing  prior  to  such  Purchaser's
execution hereof, it is an Accredited Investor.

            (f)   Restricted Securities.
                  ---------------------

     The Purchaser understands that the Securities may not be sold, transferred,
or otherwise  disposed of without  registration  under the  Securities Act or an
exemption  therefrom,  and  that in the  absence  of an  effective  registration
statement  covering the Securities or an available  exemption from  registration
under the Securities Act, the Securities must be held indefinitely.

                                       4
<PAGE>

            (g)   Legends.
                  -------

     To the extent applicable, each certificate or other document evidencing any
of the Securities  shall be endorsed with the legends  substantially in the form
set forth below:

            (1) The following legend under the Securities Act:

                THE  NOTES   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 NOTES
            MAY NOT BE SOLD,  TRANSFERRED,  PLEDGED OR  HYPOTHECATED  UNLESS THE
            PROPOSED  TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION
            UNDER  FEDERAL OR STATE  SECURITIES  LAWS,  OR UNLESS  THE  PROPOSED
            TRANSACTION IS REGISTERED OR QUALIFIED AS REQUIRED.

            (2) Any legend imposed or required by the Company's Bylaws or
applicable state securities laws.


     Section 2.  REPRESENTATIONS  OF THE  COMPANY.  The Company  represents  and
warrants to each of the  Purchasers  as of the date hereof and as of the Closing
Date that:

     Section 2.1.  Organization and Authority of the Company.
                    -----------------------------------------

     (a) The Company is a corporation  duly organized,  validly  existing and in
good standing under the laws of the State of  California,  and has all requisite
power and  authority  to own or hold under lease the property it purports to own
or hold under lease and to transact the  business it  transacts  and proposes to
transact.  The  Company has all  requisite  power and  authority  to execute and
deliver this Agreement,  the  Securities,  and any other documents or agreements
contemplated  hereby and  thereby,  to perform  its  obligations  hereunder  and
thereunder  and  to  consummate  the  transactions  contemplated  hereunder  and
thereunder.  The Company is duly  qualified as a foreign  corporation  and is in
good  standing in each  jurisdiction  in which the  character of the  properties
owned or held under lease by it or the nature of the business  transacted  by it
requires  such  qualification  except such  jurisdictions,  if any, in which the
failure to be so qualified or in good standing will not have a Material  Adverse
Effect on the Company.

     (b)  The  execution,  delivery  and  performance  of  this  Agreement,  the
Securities,  and any other  documents  or  agreements  to which the Company is a
party contemplated hereby and thereby,  and the consummation of the transactions
contemplated  hereby and thereby,  have been duly authorized and approved by the
Board of  Directors.  Each of this  Agreement,  the  Securities,  and any  other
document or  agreement  to which the Company is a party  contemplated  hereby or
thereby  has been (or on the  Closing  Date will  have  been)  duly  authorized,
executed and  delivered by, and each is (or, when duly executed and delivered on
the Closing  Date,  will be) the valid and binding  obligation  of, the Company,
enforceable in accordance with its terms, except as may be limited by applicable
bankruptcy,  reorganization,  insolvency, moratorium or other similar laws or by
legal  or  equitable  principles  relating  to  or  limiting  creditors'  rights
generally.

                                       5
<PAGE>

Section 2.2. Business, Properties and Other Information Regarding the Company.
             -----------------------------------------------------------------

     (a) The Company has delivered to each of the  Purchasers  copies of the (i)
audited  report of the  Company's  independent  accountants  for the fiscal year
ended January 29, 2000  containing  balance sheets of the Company as of the last
day of the fiscal year ended  January 29, 2000,  and the related  statements  of
operations,  shareholders'  equity and cash flows of the  Company for the fiscal
year  ended  January  29,  2000 and (ii) the  unaudited  balance  sheets and the
related  statements of  operations,  shareholders'  equity and cash flows of the
Company for the period  ended April 29, 2000 (such  financial  statements  being
referred to collectively herein as the "Financial Statements").

The Financial Statements fairly present the financial position of the Company as
of the respective  dates of such balance sheets and the results of the Company's
operations for the respective  periods covered by such statements of operations,
shareholders' equity and cash flows. The Financial Statements are true, accurate
and complete in all material  respects and have been prepared in accordance with
GAAP consistently applied throughout the periods involved. There are no material
liabilities,  contingent or otherwise,  of the Company as of the date hereof and
as of the Closing Date required to be reflected in a balance  sheet  prepared in
accordance with GAAP which are not reflected in such balance sheets. Since April
29, 2000,  the Company has continued to experience  operating  losses.  However,
there have been no changes in the assets,  liabilities or financial  position of
the Company  from that set forth in such  balance  sheet as of such date,  other
than such  continued  operating  losses and  changes in the  ordinary  course of
business, including the closures of two stores, or as are otherwise disclosed in
the reports filed by the Company pursuant to the Exchange Act.

     (b) As of their respective dates,  neither the Financial Statements nor any
certificate  executed  by  the  Company  in  connection  with  the  transactions
contemplated  hereby and thereby,  contained any untrue  statement of a material
fact or omitted to state any  material  fact  necessary  to make the  statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  Since  April 29,  2000,  there has been no change in the  business,
prospects,  properties,  condition  (financial or otherwise) or operations which
has had a Material  Adverse Effect on the Company.  To the best of the Company's
knowledge,  no fact that has not been  disclosed in the  Company's  Exchange Act
reports or otherwise  in writing to the  Purchasers  has had a Material  Adverse
Affect or, so far as the Company can  reasonably  foresee,  will have a Material
Adverse Effect on the Company,  or will materially  adversely affect the ability
of the Company to perform its respective  obligations under this Agreement,  the
Securities,  or any  other  documents  or  agreements  contemplated  hereby  and
thereby.

     Section 2.3. Capital Stock.
                  -------------

     (a) The  authorized  capital  stock of the Company  consists of  25,000,000
shares of Common Stock,  no par value per share (the "Common Stock") and 250,000
shares of preferred  stock  ("Preferred  Stock").  On the date hereof and on the
Closing  Date,  5,614,175  shares of Common Stock and 83,833 shares of Preferred
Stock are and will be issued and outstanding, all of which shares have been duly
and validly issued and are fully paid and nonassessable.

     (b) The  Company  does  not have  outstanding  any  capital  stock or other
securities  convertible into or exchangeable for any of its capital stock or any
rights to subscribe  for or to purchase,  or any options for the purchase of, or
any agreements  (contingent or otherwise)  providing for the issuance of, or any


                                       6
<PAGE>

calls,  commitments  or claims of any character  relating to, any of its capital
stock or any securities  convertible into or exchangeable for any of its capital
stock,  other than (i) stock  options  issued under the  Company's  stock option
plans,  and (ii) Warrants dated January 18, 2000 and August 8, 2000, to purchase
an aggregate of 30,000 shares of Common Stock issued to Heller Financial, Inc.

     (c) The Company does not have any  obligation  (contingent or otherwise) to
repurchase or otherwise acquire or retire any of its capital stock or obligation
evidencing the right of the holder thereof to purchase any of its capital stock,
other than the Company's  obligation  to  repurchase  stock owned by an employee
under The Right Start,  Inc.  Employee  Stock  Purchase Plan after such employee
elects to withdraw  from such plan.  There is not in effect any agreement by the
Company  pursuant to which any holders of securities of the Company have a right
to cause the Company to register such securities under the Securities Act, other
than (i) the shelf  registration  on file with the Commission for Kayne Anderson
to  register  shares  of  common  stock  owned  by  Kayne  Anderson,   and  (ii)
registration  rights  set  forth in the  Securities  Purchase  Agreements  dated
January 18, 2000 and August 8, 2000,  between the Company and Heller  Financial,
Inc.

     Section 2.4.  Litigation;  Observance of Statutes,  Regulations and Orders.
                   -----------------------------------------------------------

     (a) There are no  actions,  suits or  proceedings  pending  or, to the best
knowledge of the Company,  threatened against or affecting the Company or any of
its properties in any court or before any arbitrator of any kind or before or by
any  Governmental  Body  except  actions,  suits or  proceedings  arising in the
ordinary course of business which individually or in the aggregate, if adversely
determined,  would  not  have  a  Material  Adverse  Effect  on the  Company  or
materially  adversely  affect its ability to perform its obligations  under this
Agreement,  the  Securities,  and any other  document or agreement  contemplated
hereby or thereby.

     (b) The Company is not in default under any order of any court,  arbitrator
or  Governmental  Body,  or  subject  to or a party to any Order of any court or
Governmental  Body  arising  out of any  action,  suit or  proceeding  under any
statute or other law respecting antitrust,  monopoly, restraint of trade, unfair
competition or similar  matters.  The Company is not in violation of any statute
or other rule or  regulation  of any  Governmental  Body the  violation of which
would have a Material  Adverse  Effect on the  Company or  materially  adversely
affect  its  ability to  perform  its  obligations  under  this  Agreement,  the
Securities, and any other document or agreement contemplated hereby or thereby.

     Section 2.5. Title to Property.
                  -----------------

     (a) The Company has good and  marketable  title to its real  properties and
good and merchantable  title to each of its other properties as are reflected on
the  Financial  Statements,  except  for  personal  property  sold or  otherwise
disposed of in the ordinary  course of business.  All  properties of the Company
are free and clear of all Liens, other than Permitted Liens.

     (b) The Company  enjoys full and  undisturbed  possession  under all leases
necessary  in any  material  respect  for the  operation  of its  business  (the
"Leases").  None of the  Company's  Leases  contain  any  unusual or  burdensome
provisions  which,  individually  or in the aggregate,  are likely to materially
impair the operation of the business of the Company.  The  Company's  Leases are
valid and subsisting and are in full force and effect, and there are no existing
material  defaults by the Company or events that with notice or lapse of time or
both would constitute material defaults by the Company under any of the Leases.

                                       7
<PAGE>

     Section  2.6.  Taxes.  The  Company  has  filed all tax  returns  which are
required to have been filed in any jurisdiction, and has paid all taxes shown to
be due and payable on such returns and all other taxes and  assessments  payable
by the  Company to the extent the same have  become due and  payable  and before
they have become  delinquent,  except for any taxes and  assessments the amount,
applicability or validity of which is currently being contested in good faith by
appropriate  proceedings  and with respect to which the Company has set aside on
its books reserves  (segregated to the extent  required by GAAP) deemed by it to
be adequate.  The Company knows of no proposed  material tax assessment  against
the Company and in the opinion of the Company all tax liabilities are adequately
provided for on the books of the Company.

     Section 2.7. Compliance with Laws and Other Instruments of the Company. The
consummation  of  the  transactions  contemplated  by  this  Agreement  and  the
execution,  delivery  and  performance  of the  terms  and  provisions  of  this
Agreement,  the  Securities,  or any other  document or  agreement  contemplated
hereby  or  thereby  will  not (i)  contravene,  result  in any  breach  of,  or
constitute a default under,  or result in the creation of any Lien in respect of
any property of the Company under,  any material  indenture,  mortgage,  deed of
trust,  bank loan or  credit  agreement,  corporate  charter,  by-laws  or other
material agreement or instrument to which the Company is a party or by which the
Company or any of its properties may be bound or affected, (ii) conflict with or
result in a breach of any of the terms, conditions or provisions of any Order of
any court,  arbitrator or Governmental Body applicable to the Company,  or (iii)
violate  any  provision  of any  statute  or  other  rule or  regulation  of any
Governmental Body applicable to the Company.

     Section  2.8.  Governmental   Authorizations.   No  consent,   approval  or
authorization of, or registration,  filing or declaration with, any Governmental
Body is required for the issuance of the  Securities or the valid  execution and
delivery  of the  Securities  or for  the  performance  by the  Company  of this
Agreement,  the Securities,  and any other documents or agreements  contemplated
hereby and thereby other than filings of Securities Act Form D,  California Form
25102(f) and similar filings.

     Section 2.9.  Licenses and Permits.  The Company  possesses  all  licenses,
permits, franchises,  authorizations,  patents, copyrights, trademarks and trade
names, or rights thereto,  required to conduct its business substantially as now
conducted and as currently proposed to be conducted, without known conflict with
the rights of others.

     Section 2.10. Compliance with ERISA.
                   ---------------------

     (a)  Neither the  Company  nor any  Related  Person (as defined  below) has
breached the fiduciary rules of the Employee  Retirement  Income Security Act of
1974, as amended  ("ERISA"),  or engaged in any  transaction in connection  with
which  the  Company  or any  Related  Person  could be  subjected  to a suit for
damages,  a civil penalty assessed  pursuant to Section 502(i) of ERISA or a tax
imposed by Section  4975 of the Internal  Revenue Code of 1986,  as amended (the
"Code"), in any such case which would be materially adverse to the Company.  For
purposes  of this  Section  2.10,  a  "Related  Person"  shall mean any trade or
business,  whether or not incorporated,  which, together with the Company, would
be treated as a single employer under Section 414 of the Code.

     (b) Neither any employee  pension  benefit plan (as defined in Section 3(2)
of  ERISA)  which  is or  has  been  established  or  maintained,  or  to  which
contributions  are or have been made,  by the Company or any  Related  Person or


                                       8
<PAGE>

with respect to which the Company or any Related Person is or has been obligated
to  contribute  (a  "Plan")  nor any  trust  created  under  any  Plan  has been
terminated within the meaning of Title IV of ERISA since September 2, 1974 under
circumstances  that could result in liability which could be materially  adverse
to the  Company.  Other than  premiums  due and owing in the normal  course,  no
liability  to the Pension  Benefit  Guaranty  Corporation  (the "PBGC") has been
incurred  and remains  unsatisfied  or is expected by the Company to be incurred
with respect to any Plan by the Company or any Related  Person which is or would
be materially adverse to the Company. There has been no reportable event (within
the meaning of Section  4043(b) of ERISA) or any other event or  condition  with
respect to any Plan which presents a risk of termination of any such Plan by the
PBGC under circumstances which in any case could result in liability which would
be materially adverse to the Company.

     (c) Neither  the  Company  nor any  Related  Person has within the past six
years  contributed,  or had any obligation to contribute,  to a single  employer
plan that has at least two contributing sponsors not under common control or has
ceased  operations  at a facility  under  circumstances  which  could  result in
liability under Section 4068(f) of ERISA.

     (d)  There  is  no  multiemployer  plan  (within  the  meaning  of  Section
4001(a)(3)  of ERISA) to which the Company or any Related  Person is or has ever
been obligated to contribute under Title IV of ERISA.

     (e) No accumulated  funding  deficiency (as defined in Section 302 of ERISA
and Section 412 of the Code), whether or not waived,  exists with respect to any
Plan.  Full payment has been made within the time required  under Section 412 of
the Code of all  amounts  that the  Company  or any of its  Related  Persons  is
required  under  the  terms of each  Plan  and  applicable  law to have  paid as
contributions  to such  Plan as of the date  hereof.  Each  Plan  satisfies  the
minimum funding standard of Section 412 of the Code.

     (f) The  present  value of the benefit  liabilities  (within the meaning of
Title IV of  ERISA)  under all Plans  determined  as of May 31,  1996 and on the
basis of PBGC  assumptions  required  under Title IV of ERISA did not exceed the
current value of the assets of all such Plans determined as of such date.

     (g)  Neither  the  Company  nor  any  Related  Person  has  engaged  in any
transaction that could result in the incurrence of any liabilities under Section
4069 or Section 4212 of ERISA.

     (h) The Company is not a party in  interest  with  respect to any  employee
benefit plan, except for The Right Start, Inc. Employee Stock Ownership Plan and
The Right Start, Inc. 401(k) Plan and securities of the Company are not employer
securities with respect to any employee benefit plan other than the above listed
plans. For such purpose, the term "employee benefit plan" shall have the meaning
assigned  to such term in  Section 3 of ERISA and the term  "employer  security"
shall have the meaning assigned to such term in Section  407(d)(1) of ERISA. The
execution  and  delivery  of  this  Agreement,  the  Securities  and  any  other
agreements or instruments executed in connection herewith and therewith will not
involve any transaction  which is subject to the  prohibitions of Section 406 of
ERISA or in  connection  with which a tax could be imposed  pursuant  to Section
4975 of the Code.

     Section  2.11.  Investment  Company Act.  The Company is not an  investment
company or a person directly or indirectly  controlled by or acting on behalf of
an investment  company within the meaning of the Investment Company Act of 1940,
as amended.

                                       9
<PAGE>

     Section 2.12. Environmental Compliance.  The Company has obtained and is in
compliance  with  all  permits,  licenses,  and  other  authorizations  that are
required under all Environmental Laws (as hereinafter  defined),  including laws
relating  to  emissions,   discharges,   releases  or  threatened   releases  of
contaminants into the environment (including,  without limitation,  ambient air,
surface water,  ground water or land) or otherwise  relating to the manufacture,
processing,  distribution,  use, treatment,  storage,  disposal,  transport,  or
handling of  contaminants,  except to the extent  that  failure to have any such
permit,  license or other  authorization does not have a Material Adverse Effect
on the Company.

     Section 2.13.  Maintenance  of  Insurance.  The Company  carries  insurance
covering its  properties  and business  adequate and  customary for the type and
scope of the properties and business.  The Company's present insurance  coverage
is as set forth in Schedule 2.13 hereto.

     Section 2.14.  Labor  Relations.  To the best knowledge of the Company,  no
material   unfair  labor   practice   complaint  or  sex,  age,  race  or  other
discrimination  claim has been  brought  during the last five years  against the
Company  before  the  National  Labor  Relations  Board,  the  Equal  Employment
Opportunity  Commission or any other  Governmental Body. During that period, the
Company has complied in all material  respects with all applicable laws relating
to the employment of labor,  including,  without  limitation,  those relating to
immigration, wages, hours and collective bargaining.

     Section 2.15.  Assumptions or Guaranties of  Indebtedness of Other Persons.
The Company has not assumed,  guaranteed,  endorsed or otherwise become directly
or  contingently  liable  (including,  without  limitation,  liability by way of
agreement,  contingent or otherwise,  to purchase, to provide funds for payment,
to supply funds to or otherwise  invest in the debtor or otherwise to assure the
creditor against loss) on any Indebtedness of any other Person.

     Section 2.16.  Disclosure.  The Company has provided to Purchaser copies of
its Annual Report on Form 10-K for the fiscal year ended  January 29, 2000,  and
its  quarterly  report on Form 10-Q for the period ended April 29,  2000,  which
include the Financial Statements (the "Exchange Act Documents").  Such documents
are  true,  accurate  and  complete  in  all  material  respects.  Neither  this
Agreement,  the Financial  Statements,  the Exchange Act Documents nor any other
agreement,  document, certificate or written statement furnished to Purchaser by
or on behalf of the Company in  connection  with the  transactions  contemplated
hereby contains any untrue statement of a material fact. There is no fact within
the knowledge of the Company or any of its executive officers which has not been
disclosed  herein or in the  Exchange  Act  Documents  or in  writing by them to
Purchaser and that now, or in the future in their  opinion may,  insofar as they
can now reasonably foresee, have a Materially Adverse Effect on the Company.

     Section 3. CONDITIONS OF CLOSING.  Each Purchaser's  obligation to purchase
and pay for the Securities to be purchased by such Purchaser on the Closing Date
shall be  subject  to the  satisfaction  on or before  the  Closing  Date of the
conditions hereinafter set forth.

     Section 3.1. Proceedings Satisfactory. All proceedings taken on or prior to
the Closing  Date in  connection  with the  issuance of the  Securities  and the
consummation  of the  transactions  contemplated  hereby and all  documents  and
papers relating  thereto shall be reasonably  satisfactory in form and substance
to the Purchasers and their special counsel, and they shall have received copies
of such documents,  papers, and certificates of officers of the Company,  all in
form and substance  reasonably  satisfactory to the Purchasers and their special
counsel, as they may reasonably request in connection therewith.

                                       10
<PAGE>

     Section   3.2.    Representations   True;   Officer's   Certificate.    All
representations  and  warranties of the Company  contained in Section 2 shall be
true in all material  respects,  in each case on and as of the Closing Date with
the same effect as though such  representations  and warranties had been made on
and as of the Closing Date;  the Company shall have  performed all agreements on
its part  required  to be  performed  under  this  Agreement  on or prior to the
Closing  Date;  no  Default  or Event of  Default  shall  have  occurred  and be
continuing;  the Company shall not have consolidated with, merged into, or sold,
leased or otherwise  disposed of its properties as an entirety or  substantially
as an entirety to any Person;  all conditions  specified in Section 3 shall have
been satisfied;  and the Purchasers shall have received a certificate  signed by
the Chairman of the Board of Directors, the President or the principal financial
officer  of the  Company,  dated the  Closing  Date,  certifying  to the  effect
specified in this Section.

     Section 3.3. Purchase Permitted by Applicable Laws. The sale by the Company
and the payment for the  Securities to be purchased by the  Purchasers (i) shall
not be prohibited by any applicable  law or  governmental  regulation,  release,
interpretation  or opinion,  (ii) shall not subject any Purchaser to any penalty
under or pursuant to any applicable law or  governmental  regulation,  and (iii)
shall be permitted by the laws and regulations of the jurisdictions to which any
Purchaser is subject.

     Section 3.4.  Securities.  The Securities shall have been duly executed and
delivered by the parties  thereto in the  respective  forms attached as Exhibits
hereto,  with only such changes or additions as the  Purchasers or their special
counsel shall,  in their sole  judgment,  require and all  governmental  charges
payable in connection therewith shall have been paid (or payment shall have been
provided  for) in full,  and shall be in full  force and  effect  and no term or
condition  thereof  shall have been  amended,  modified or waived  without  each
Purchaser's prior written consent.

     Section 3.5.  Registration  Rights  Agreement and Security  Agreement.  The
Company shall have entered into the Registration Rights Agreement  substantially
in  the  form  set  forth  as  Exhibit  B  hereto  and  the  Security  Agreement
substantially in the form set forth as Exhibit C hereto.  The Company shall have
executed UCC-1 Financing Statements for filing in each jurisdiction in which the
Company  has assets  that  provide  security  in  accordance  with the  Security
Agreement.

     Section 3.6.  Third-Party  Consents.  The Company  shall have  received all
third party and governmental  consents and waivers  (including,  but not limited
to,  the  consent  of any  holder  of Senior  Debt (as  defined  in the  Notes))
necessary to permit consummation of the transactions contemplated hereunder.

     Section 4. CONVERSION OF THE NOTES.

     Section 4.1. Conversion. The Notes shall be subject to mandatory prepayment
by the Company as set forth in the Notes.

     Section 5.  COVENANTS.  The Company  covenants and agrees that on and after
the date hereof, so long as any Note shall be outstanding,  that it will perform
and  observe  the  following  covenants  and  provisions  and  will  cause  each
Subsidiary to perform and observe such of the following covenants and provisions
as are applicable to such Subsidiary:

     Section 5.1.  Payment of Notes.  The Company shall pay the principal of and
interest  on the Notes on the date and in the manner  provided  in the Notes and
this Agreement.

                                       11
<PAGE>

     Section 5.2.  Observance of Statutes,  Regulations and Orders.  The Company
shall  remain at all times in  compliance  with all  statutes  or other rules or
regulations  of any  Governmental  Body,  including any  Environmental  Law, the
violation  of which  might  have a  Material  Adverse  Effect on the  Company or
materially   adversely  affect  the  ability  of  the  Company  to  perform  its
obligations under this Agreement and the Securities.

     Section 5.3. Corporate Existence.  The Company shall do or cause to be done
all things  necessary to preserve  and keep in full force and effect,  and shall
cause  each  Subsidiary  to  preserve  and keep in full  force and  effect,  its
corporate  existence in  accordance  with the rights  (charter  and  statutory),
licenses and  franchises  of the Company;  provided,  however,  that the Company
shall not be required to preserve  any such right,  license or  franchise if the
Board  of  Directors  shall  determine  in good  faith  in  accordance  with the
Company's  charter that the  preservation  thereof is no longer desirable in the
conduct of the  business  of the  Company,  taken as a whole,  and that the loss
thereof is not adverse in any material respect to the Holders.

     Section 5.4. Taxes.  The Company shall pay, and shall cause each Subsidiary
to pay, prior to delinquency,  all material taxes,  assessments and governmental
levies that may be imposed upon the  Company,  except as contested in good faith
and by appropriate proceedings.

     Section 5.5. Maintenance of Properties.  The Company shall, and shall cause
each of its Subsidiaries to, maintain, preserve, protect and keep its properties
in good repair,  working order and condition  (ordinary wear and tear excepted),
and make necessary and proper  repairs,  renewals and  replacements  so that its
business  carried on in connection  therewith  may be properly  conducted at all
times consistent with past practices of the Company.

     Section 5.6.  Books and Records.  The Company  shall keep books and records
which accurately reflect all of its material business affairs and transactions.

     Section 5.7.  Maintenance  of Insurance.  The Company shall  maintain,  and
cause each  Subsidiary to maintain,  insurance  with  responsible  and reputable
insurance  companies or  associations in such amounts and covering such risks as
is usually carried by companies engaged in similar businesses and owning similar
properties in the same general areas in which the Company operates.

     Section  5.8.  Limitations  on  Transactions  with  Affiliates.  Except  as
contemplated in connection  with issuance of its Series D Convertible  Preferred
Stock, the Company shall not make, and shall cause its Subsidiaries not to make,
any  payment  to or  investment  in, or enter  into any  transaction  with,  any
Affiliate,  including  without  limitation  the  purchase,  sale or  exchange of
property  or the  rendering  of any  service,  unless,  in  the  opinion  of the
Company's Board of Directors,  such  transaction is on terms comparable to those
generally available on an arm's-length basis.

     Section  5.9.  Investment  Company  Act.  The  Company  shall not become an
investment  company subject to registration  under the Investment Company Act of
1940, as amended.

     Section 5.10.  Compliance with ERISA.  The Company shall comply,  and cause
each  Subsidiary to comply,  with the  provisions of ERISA and the Code, and the
rules and regulations thereunder,  which are applicable to any Plan. The Company
shall not permit any event or  condition  to exist which  could  permit any such
plan to be terminated  under  circumstances  which would cause the lien provided
for in Section 4068 of ERISA to attach to the assets of the Company.

                                       12
<PAGE>

     Section  6. SEC  REPORTS.  The  Company  shall file all  reports  and other
information  and documents  which it is required to file with the Securities and
Exchange Commission ("SEC") pursuant to Section 13 or 15(d) of the Exchange Act.
The Company will cause any quarterly and annual  reports,  proxy  statements and
any  other  documents  which it mails to its  shareholders  to be mailed to each
Holder.

     If the Company is not subject to the reporting  requirements  of Section 13
or 15(d) of the  Exchange  Act, the Company  will  prepare,  for the first three
quarters of each  fiscal  year,  quarterly  financial  statements  substantially
equivalent  to the financial  statements  required to be included in a report on
Form 10-Q under the Exchange  Act. The Company will also  prepare,  on an annual
basis, complete audited consolidated  financial statements,  including,  but not
limited to, a balance  sheet,  a statement  of income and retained  earnings,  a
statement of changes in financial  position and all appropriate  notes. All such
financial  statements  will be prepared in accordance  with  generally  accepted
accounting principles  consistently  applied,  except for changes with which the
Company's  independent  accountants concur, and except that quarterly statements
may be subject to year-end  adjustments.  The Company  will cause a copy of such
financial  statements to be mailed to each Holder of a Note as soon as available
within  forty-five (45) days after the close of each of the first three quarters
of each fiscal  year and within  ninety (90) days after the close of each fiscal
year.

     Each Holder of a Note and prospective  purchasers designated by such holder
will have the right to obtain  from the Company  upon  request by such holder or
prospective purchasers, during any period in which the Company is not subject to
Section 13 or 15(d) of the Exchange Act, the  information  required by paragraph
d(4)(i) of Rule 144A under the Securities Act.

     Section 7. DEFINITIONS.

     Section 7.1.  Definitions.  Except as otherwise specified or as the context
may otherwise  require,  the following terms shall have the respective  meanings
set forth below whenever used in this Agreement:

     "Affiliate" means a Person (i) that directly or indirectly controls,  or is
controlled  by,  or is  under  common  control  with,  the  Company,  (ii)  that
beneficially  owns ten percent (10%) or more of the Voting Stock of the Company,
or (iii)  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 the  Company.  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.  Notwithstanding  the
foregoing, the holders of the Securities shall be deemed not to be Affiliates of
the Company for purposes of this Agreement.

     "Agreement" has the meaning ascribed thereto in Section 1.1.

     "Board of Directors"  means either the Board of Directors of the Company or
any duly authorized committee of that board.

     "Business  Day"  means any day other  than a  Saturday,  Sunday or a day on
which banks in the State of California are required or permitted to close.

                                       13
<PAGE>

     "Capital  Lease" means any lease of property that, in accordance with GAAP,
should be capitalized  on the lessee's  balance sheet or for which the amount of
the asset and liability thereunder, if so capitalized,  should be disclosed in a
note to such balance sheet; and "Capital Lease  Obligation"  means the amount of
the liability  with respect to a Capital Lease that should be so  capitalized or
disclosed.

     "Closing" has the meaning ascribed thereto in Section 1.2.

     "Closing Date" has the meaning ascribed thereto in Section 1.2.

     "Code" has the meaning ascribed thereto in Section 2.10.

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

     "Common Stock" has the meaning ascribed thereto in Section 2.3.

     "Company" means The Right Start, Inc., a California corporation.

     "Default" means any default or other event which,  with notice or the lapse
of time or both, would constitute an Event of Default.

     "Environmental Law" or "Environmental  Laws" mean any law or Order relating
to the regulation or protection of human health, safety or the environment or to
emissions,   discharges,   releases  or  threatened   releases  of   pollutants,
contaminants,  chemicals or industrial,  toxic or hazardous substances or wastes
into the environment (including,  without limitation, ambient air, soil, surface
water, ground water, wetlands, land or subsurface strata), or otherwise relating
to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of  pollutants,  contaminants,  chemicals  or  industrial,
toxic or hazardous substances or wastes.

     "ERISA" has the meaning ascribed thereto in Section 2.10.

     "Events of Default" has the meaning ascribed thereto in Section 8.1.

     "Exchange  Act" means 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.

     "Exchange Act Documents" has the meaning ascribed thereto in Section 2.16.

     "Financial Statements" has the meaning ascribed thereto in Section 2.2.

     "GAAP" means generally accepted  accounting  principles as in effect at the
time of application to the provisions hereof.

     "Governmental   Body"  means  any  federal,   state,   municipal  or  other
governmental department,  commission,  board, bureau, agency or instrumentality,
foreign or domestic, or any financial or other rating agency.

                                       14
<PAGE>

     "Guarantee"  means any guarantee or other contingent  liability,  direct or
indirect,  with  respect  to any  Indebtedness  of  another  person,  through an
agreement or  otherwise,  including,  without  limitation,  (i) any  endorsement
(otherwise than for collection or deposit in the ordinary course of business) or
discount  with  recourse or  undertaking  substantially  equivalent to or having
similar  economic  effect of a guarantee with respect to any such  Indebtedness,
and (ii) any  agreement  (A) to purchase,  or to advance or supply funds for the
payment or purchase of, any such Indebtedness of another, (B) to purchase,  sell
or lease  property,  products,  materials  or  supplies,  or  transportation  or
services,  primarily  for the purpose of enabling  such other person to pay such
Indebtedness  or to assure the owner  thereof  against  loss  regardless  of the
delivery or  non-delivery  of the property,  products,  materials or supplies or
transportation  or  services,  or  (C)  to  make  any  loan,  advance,   capital
contribution  or other  investment  in such  other  person  to  assure a minimum
equity,  working  capital or other balance  sheet  condition for any date, or to
provide funds for the payment of any  liability,  dividend or stock  liquidation
payment,  or otherwise to supply funds to or in any manner  invest in such other
person. The amount of any Guarantee shall be equal to the outstanding  principal
amount  of  the  Indebtedness  guaranteed,  unless  some  lesser  limitation  is
specifically stated in such Guarantee.

     "Holder"  means each of the  Purchasers and any other Person that becomes a
registered  holder  of any of the  Notes  (or any  note or notes  issued  by the
Company in exchange therefor in accordance with this Agreement) as registered on
the books of the Company.

     "Indebtedness"  means  any  obligation  for  borrowed  money  or for  which
interest is customarily paid, but in any event shall include without  limitation
(i) any  obligation  owed for all or any part of the purchase price of property,
services or other assets or for the cost of property or other assets constructed
or of  improvements  thereto,  other than accounts  payable  included in current
liabilities and incurred in respect of property  purchased or services  rendered
in the ordinary course of business,  (ii) any obligations secured by any Lien in
respect of property  even though the person  owning the property has not assumed
or become  liable for the payment of such  obligation,  (iii) any Capital  Lease
Obligation,  (iv)  any  Guarantee  with  respect  to  Indebtedness  (of the kind
otherwise  described in this definition) of another person,  and (v) obligations
in respect of letters of credit, surety bonds and completion bonds.

     "Kayne Anderson" means Kayne Anderson  Investment  Management,  Inc., Kayne
Anderson Capital Advisors , L.P.,  Kayne Anderson  Non-Traditional  Investments,
L.P., Kayne Anderson  Offshore Limited,  ARBCO Associates,  L.P., Kayne Anderson
Diversified  Capital Partners,  L.P., and Kayne Anderson Capital Partners,  L.P.
and each of their affiliates.

     "Leases" has the meaning ascribed thereto in Section 2.5.

     "Lien"  means,  as to any  person,  any  mortgage,  lien,  pledge,  charge,
security interest or other encumbrance in or on, or any interest or title of any
vendor,  lessor,  lender or other  secured  party to or of the person  under any
Indebtedness,  conditional  sale or other title  retention  agreement or Capital
Lease with  respect to, any  property or asset of the person,  or the signing or
filing of a financing statement which names the person as debtor, or the signing
of any  security  agreement  authorizing  any other party as the  secured  party
thereunder to file any financing statement.

     "Material  Adverse  Effect" means,  with respect to any Person,  a material
adverse effect on the business, prospects,  properties,  condition (financial or
otherwise) or operations of such Person.

                                       15
<PAGE>

     "Notes" has the meaning ascribed thereto in Section 1.1.

     "Order"  means  any  order,  writ,  injunction,  decree,  judgment,  award,
determination, direction or demand.

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "Permitted Liens" means:

          (a) Liens for taxes,  assessments,  or governmental  charges or claims
     the  payment  of which is not yet past due or that are being  contested  in
     good faith by appropriate  proceedings and for which adequate reserves have
     been established;

          (b) statutory Liens of landlords, carriers,  warehousemen,  mechanics,
     or materialmen, and other Liens imposed by law and incurred in the ordinary
     course of business,  that are for sums not yet  delinquent  for a period of
     more than  thirty  (30)  days or are  being  contested  in good  faith,  if
     reserves or other appropriate  provisions,  if any, as shall be required by
     GAAP, shall have been made therefor;

          (c) Liens incurred or deposits or pledges made in the ordinary  course
     of  business  in  connection  with  workers'   compensation,   unemployment
     insurance, and other types of social security laws;

          (d) any  attachment or judgment  Lien;  provided that (i) the time for
     the appeal or petition for  rehearing of such  judgment lien shall not have
     expired;  (ii) the Company in good faith shall be  prosecuting an appeal or
     proceeding  for review  with  respect to which  execution  has been  stayed
     pending such appeal or which is vacated or  discharged  within  thirty (30)
     days of the  termination  of such  stay;  or (iii)  with  respect  to which
     payment in full above any applicable deductible is covered by insurance (so
     long as no reservation of rights has been made by the insurer in connection
     with such coverage),  and Liens incurred to secure any surety bonds, appeal
     bonds, supersedeas bonds, or other instruments serving a similar purpose in
     connection  with the appeal of any such judgment or any proceeding to which
     the Company is a party;

          (e) minor survey exceptions,  easements and licenses, reservations of,
     or rights of others for,  rights-of-way,  highway and  railroad  crossings,
     sewers,  electric lines,  telegraph and telephone  lines, and other similar
     purposes,  or zoning or other  restrictions or similar charges with respect
     to the use of real properties not incurred in connection with  Indebtedness
     of the Company or materially  detracting from the value of such properties;
     and

     (f) any Lien on the Company's  assets or properties to secure  payment to a
lender that is senior in right of payment to a Holder of the Notes.

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

     "Purchasers"  means the  Purchasers  listed on  Schedule I hereto and their
successors and assigns.

     "Remainder Notes" has the meaning ascribed thereto in Section 1.1.

                                       16
<PAGE>

     "Securities" has the meaning ascribed thereto in Section 1.1.

     "Securities  Act" means 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.

     "Subsidiary"  means any  corporation  or other  entity of which the Company
and/or  one or more of its  Subsidiaries  own more  than 50% of the  outstanding
stock or other  interest  having by its terms  ordinary  voting power to elect a
majority of the Board of  Directors  of such  corporation,  entity or  otherwise
control such corporation or entity, and, except as otherwise expressly indicated
herein, references to Subsidiaries shall refer to Subsidiaries of the Company.

     "Voting  Stock"  means 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.

     Section 7.2.  Accounting  Terms. All accounting terms used herein which are
not expressly defined in this Agreement have the meanings  respectively given to
them in accordance with GAAP, all  computations  made pursuant to this Agreement
shall  be made in  accordance  with  GAAP,  and all  balance  sheets  and  other
financial  statements  shall be prepared in accordance with GAAP,  except in the
case of  unaudited  financial  statements  which are subject to  year-end  audit
adjustments and the absence of footnotes.

     Section 8. EVENTS OF DEFAULT; REMEDIES.

     Section 8.1. Events of Default Defined; Acceleration of Maturity. If any of
the following  events  ("Events of Default")  shall occur and be continuing (for
any reason  whatsoever  and whether it shall be voluntary or  involuntary  or by
operation of law or otherwise):

          (a) The Company  shall fail to pay any of the  principal  on the Notes
     when  due and any such  failure  shall  not be  cured  by full  performance
     thereof  within ten (10) days after written  notice thereof shall have been
     given to the Company by any registered Holder; or

          (b) The  Company  shall  default in the  performance  of any  covenant
     contained  in  Section  5 and any such  failure  shall not be cured by full
     performance  thereof  within thirty (30) days after written  notice thereof
     shall  have been  given to the  Company  by Holders of not less than 25% in
     aggregate principal amount of the Notes; or

          (c) Any  material  representation  or warranty  made by the Company in
     this  Agreement  or by the Company (or any  officers of the Company) in any
     certificate,  instrument or written  statement  contemplated  by or made or
     delivered pursuant to or in connection with this Agreement,  shall prove to
     have been incorrect when made in any material respect; or

          (d) The  Company  shall fail to perform  or  observe  any other  term,
     covenant or agreement contained in this Agreement, or a Note on its part to
     be performed  or observed  and any such failure  shall not be cured by full
     performance  thereof  within sixty (60) days after written  notice  thereof
     shall  have been  given to the  Company  by Holders of not less than 25% in
     aggregate principal amount of the Notes; or

                                       17
<PAGE>

          (e) The Company shall (i) commence a voluntary  case under Title 11 of
     the United  States Code as from time to time in effect,  or  authorize,  by
     appropriate  proceedings of its Board of Directors or other governing body,
     the  commencement  of such a voluntary  case;  (ii) file an answer or other
     pleading omitting or failing to deny the material allegations of a petition
     filed  against it commencing  an  involuntary  case under such Title 11, or
     seek,  consent to or acquiesce in the relief therein  provided,  or fail to
     controvert  timely the material  allegations  of any such  petition;  (iii)
     suffer the entry of an order for relief in any  involuntary  case commenced
     under said Title 11; (iv) seek relief as a debtor under any applicable law,
     other than said Title 11, of any  jurisdiction  relating to the liquidation
     or  reorganization  of debtors or to the  modification or alteration of the
     rights of creditors,  or consent to or acquiesce in such relief; (v) suffer
     the entry of an order by a court of competent  jurisdiction  (A) finding it
     to be bankrupt or  insolvent,  (B) ordering or approving  its  liquidation,
     reorganization  or any  modification  or  alteration  of the  rights of its
     creditors,  (C)  assuming  custody  of, or  appointing  a receiver or other
     custodian  for, all or a substantial  part of its property,  or (D) make an
     assignment  for the  benefit  of, or enter  into a  composition  with,  its
     creditors,  or appoint or consent to the appointment of a receiver or other
     custodian of all or a substantial part of its property; or

          (f) Any judgment,  writ, warrant of attachment or execution or similar
     process shall be issued or levied against the property of the Company in an
     aggregate  amount which  exceeds  $2,500,000  and such  judgment,  writ, or
     similar  process  shall not be released,  vacated or fully bonded or stayed
     pending appeal within sixty (60) days after its issue or levy.

Upon the occurrence of any Event of Default,  and in any such event,  Holders of
not less than 25% in aggregate  principal  amount of the Notes may, by notice to
the Company,  declare the entire  unpaid  principal  amount of the Notes and all
other amounts  payable to such Holders under such Notes or this  Agreement to be
immediately  due and payable,  whereupon  such Notes and all such amounts  shall
become and be immediately due and payable, without presentment,  demand, protest
or further notice of any kind, all of which are hereby  expressly  waived by the
Company with respect to itself and its Subsidiaries.

     Section 8.2.  Annulment of Defaults.  If at any time after the principal of
any Note shall have become due and  payable,  and before any  judgment or decree
for the  payment of the moneys so due shall  have been  entered,  all other sums
payable to the Holder of such Note under this  Agreement  (except the  principal
amount which by such declaration shall have become payable) shall have been duly
paid,  and every other default and Event of Default shall have been made good or
cured,  then  and in every  such  case  the  Holder  of such  Note,  by  written
instrument  filed with the Company,  may rescind and annul such  declaration and
its consequences;  but no such rescission or annulment shall extend to or affect
any other or  subsequent  default or Event of Default or impair any right of the
Holders of any other Note consequent thereon.

     Section  8.3.  Suits for  Enforcement.  If any Event of Default  shall have
occurred and be continuing,  Holders of not less than 25% in aggregate principal
amount of the Notes may  proceed to protect  and  enforce the rights of Holders,
either by suit in equity or by action at law, or both,  whether for the specific
performance  of any covenant or agreement  contained in this Agreement or in aid
of the  exercise of any power  granted in this  Agreement,  or such  Holders may
proceed to enforce  the payment of all sums due upon the Notes or to enforce any
other legal or equitable right of Holders.

     The  Company  covenants  that,  if it shall  default  in the  making of any
payment due under any Note or in the  performance or observance of any agreement
contained in this Agreement, it shall pay to any Holder such further amounts, to


                                       18
<PAGE>

the extent  lawful,  as shall be  sufficient  to pay the costs and  expenses  of
collection or of otherwise enforcing such Holder's rights,  including reasonable
counsel  fees  and  costs  and  expenses   incurred  in   connection   with  any
restructuring,  refinancing, workout, bankruptcy or other similar transaction or
proceeding.  The  obligations  set forth in this  paragraph  shall  survive  the
payment in full of the Notes.

     Section 8.4.  Remedies  Cumulative.  No remedy  herein  conferred  upon any
Holder is intended to be  exclusive  of any other remedy and each and every such
remedy shall be cumulative  and shall be in addition to every other remedy given
hereunder  or now or  hereafter  existing  at law or in equity or by  statute or
otherwise.

     Section 8.5.  Remedies Not Waived. No course of dealing between the Company
and the Holders and no delay or failure in  exercising  any rights  hereunder or
under any Note in respect thereof shall operate as a waiver of any rights of any
Holder.

     Section  9.  REGISTRATION,   TRANSFER  AND  EXCHANGE  OF  SECURITIES;  LOST
SECURITIES.  The Company shall keep at its principal executive office a register
in which, subject to such reasonable regulations as it may prescribe, but at its
expense  (other  than  transfer  taxes,  if  any),  it  shall  provide  for  the
registration and transfer of the Securities.

     The Securities may not be sold, transferred, pledged or hypothecated unless
the proposed  transaction does not require  registration or qualification  under
federal  or  state  securities  laws  or  unless  the  proposed  transaction  is
registered or qualified as required.

     The Holder of any of the Securities may, at such Holder's option, surrender
the same for transfer or exchange  either at the principal  executive  office of
the Company or at the place of payment  named in the Notes,  accompanied  in the
case of a  transfer  or  assignment  by a  written  instrument  of  transfer  or
assignment in form  satisfactory  to the Company duly executed by the registered
Holder thereof or by such Holder's attorney duly authorized in writing.  In case
any  Holder  shall so  request  the  transfer,  assignment  or  exchange  of any
Security,  the  Company at its  expense  shall  execute  and deliver in exchange
therefor one or more new Securities,  as may be requested by such Holder, in the
same   denomination  or   denominations  as  the  Securities  or  Securities  so
surrendered.

     The Company and any agent of the Company may treat the Person in whose name
any  Security is  registered  as the owner of such  Security  for the purpose of
receiving  payment  of the  principal  on any  Note and for all  other  purposes
whatsoever.

     Upon  receipt by the  Company of evidence  satisfactory  to it of the loss,
theft, destruction or mutilation of any Security, and (in case of loss, theft or
destruction)  of indemnity  reasonably  satisfactory  to it, upon  surrender and
cancellation  of such Security or receipt of such  indemnity,  the Company shall
make  and  deliver  in  lieu  of  such  Security  a new  Security  in  the  same
denomination  and, in the case of a Note,  dated as of the date of surrender and
cancellation of such Note or receipt of such indemnity.

     Notwithstanding  the foregoing  provisions of this Section, if any Security
of which any Purchaser or any other  institutional  Holder is the owner is lost,
stolen or  destroyed,  then the  affidavit of such  Purchaser  or such  Holder's
Treasurer or Assistant Treasurer (or other responsible official),  setting forth
the name of the owner of such  Security  and the  circumstances  with respect to
such loss,  theft or  destruction,  shall be accepted as  satisfactory  evidence
thereof,  and no indemnity shall be required as a condition to the execution and
delivery by the  Company of a new  Security  in lieu of such  Security  (or as a


                                       19
<PAGE>

condition to the payment  thereof,  if due and payable) other than a Purchaser's
or such Holder's written agreement to indemnify the Company.

     Section 10. HOME OFFICE PAYMENT.  Notwithstanding  anything to the contrary
in  this  Agreement  or the  Notes,  so  long as any  Purchaser  or any  nominee
designated by such Purchaser  shall be a Holder of any Notes,  the Company shall
punctually  pay all  amounts  which  become due and payable on such Note to such
Purchaser at such  Purchaser's  address set forth on its signature  page hereto,
and in the  manner set forth in the  Notes,  or at such other  place and in such
other manner as such  Purchaser may designate by notice to the Company,  without
presentation or surrender of such Note. Each Purchaser  agrees that prior to the
sale, assignment, transfer or other disposition of any such Note, such Purchaser
shall make  notation  thereon of the  portion of the  principal  amount  paid or
prepaid,  or surrender the same in exchange for a Note or Notes  aggregating the
same principal amount as the unpaid principal amount of the Note so surrendered.
The Company agrees to enter into an agreement  similar to that contained in this
Section with any other  institutional  investor  (or nominee  thereof) who shall
hold any of the Notes.

     Section 11. MISCELLANEOUS.

     Section  11.1.  Indemnification.  The Company  hereby  agrees to indemnify,
exonerate  and hold each  Purchaser  and each of their  respective  partners and
affiliates, and their shareholders,  officers,  directors,  employees and agents
free and harmless from and against any and all actions, causes of action, suits,
litigation,  losses,  liabilities  and damages,  investigations  or  proceedings
instituted  by any  governmental  agency or any other  Person,  and  expenses in
connection  therewith,  including without limitation  reasonable attorneys' fees
and disbursements,  incurred by the indemnitee or any of them as a result of, or
arising out of, or relating to (a) any transaction financed or to be financed in
whole or in part  directly  or  indirectly  with  proceeds  from the sale by the
Company of any securities hereunder, or (b) the execution, delivery, performance
or enforcement of this Agreement or any instrument contemplated hereby by any of
the  indemnitees,  except in each such case to the extent  any such  indemnified
liabilities  arise on account of such  indemnitee's  gross  negligence,  willful
misconduct or bad faith.

     Section 11.2.  Expenses.  The Company and Purchasers  each agree to pay all
their own costs and expenses in connection with the  preparation,  execution and
delivery of this Agreement,  the Securities and other  instruments and documents
to be delivered hereunder.

     Section       11.3.       Amendments,       Waiver      and       Consents.

          (a) Without  Consent of Holders.  The Company may amend this Agreement
     or the Securities without consent of any Holder:

               (1) to cure any ambiguity, defect or inconsistency; or

               (2) to make any change that does not adversely  affect the rights
               hereunder of any Holder.

          (b) With Consent of Holders.  The Company may amend this  Agreement or
     the  Securities  with the  written  consent  of the  Holders  of at least a
     majority in aggregate principal amount of the then outstanding  Securities.
     The Holders of a majority in aggregate  principal  amount of the Securities
     then outstanding may also waive compliance in a particular  instance by the
     Company with any provision of this Agreement or the Securities.

                                       20
<PAGE>

     However,  without the  consent of each Holder  affected,  an  amendment  or
waiver under this Section may not:

               (1) reduce the amount of Securities whose Holders must consent to
               an amendment or waiver;

               (2) reduce the rate of or change the time for payment of interest
               on any Security;

               (3) reduce the  principal of or change the fixed  maturity of any
               Security or alter the redemption provisions with respect thereto;

               (4) make any Security  payable in money other than that stated in
               the Security;

               (5) make any change in this  sentence of this  Section  11.3;  or

               (6)  waive a  default  in the  payment  of the  principal  of, or
               interest on, any Security.

     To secure a consent  of the  Holders  under  this  Section  it shall not be
necessary  for the  Holders  to  approve  the  particular  form of any  proposed
amendment or waiver,  but it shall be  sufficient  if such consent  approves the
substance thereof.

     After an  amendment or waiver under this  Section  becomes  effective,  the
Company  shall mail to Holders a notice  briefly  describing  the  amendment  or
waiver.

          (c)  Revocation  and Effect of Consents.  Until an amendment or waiver
     becomes  effective,  a  consent  to  it  by a  Holder  of a  Security  is a
     continuing  consent by the Holder and every subsequent Holder of a Security
     or  portion of a  Security  that  evidences  the same  Indebtedness  as the
     consenting  Holder's Security,  even if notation of the consent is not made
     on any Security.  However,  any such Holder or subsequent Holder may revoke
     the  consent as to such  Holder's  Security or portion of a Security if the
     Company receives notice of revocation  before the date on which the Company
     receives  an  officer's  certificate  certifying  that the  Holders  of the
     requisite principal amount of Securities have consented to the amendment or
     waiver  (or  before  such  later  date as may be  required  by law or stock
     exchange rule.)

     The Company may,  but shall not be obligated  to, fix a record date for the
purpose of  determining  the  Holders  entitled to consent to any  amendment  or
waiver.  If a record date is fixed, then  notwithstanding  the provisions of the
immediately  preceding paragraph,  those persons who were Holders on such record
date (or their  duly  designated  proxies),  and only  those  Persons,  shall be
entitled  to  consent  to such  amendment  or waiver or to  revoke  any  consent
previously given,  whether or not such Persons continue to be Holders after such
record date.  No consent shall be valid or effective for more than 90 days after
such  record  date  unless  consents  from  Holders of the  principal  amount of
Securities required hereunder for such amendment or waiver to be effective shall
have also been given and not revoked within such 90-day period.

     After an amendment or waiver becomes  effective it shall bind every Holder,


                                       21
<PAGE>

unless it is of the type  described in any of clauses (1) through (6) of Section
11.3(b).  In such case,  the  amendment  or waiver  shall bind each  Holder of a
Security who has consented to it and every subsequent  Holder of a Security that
evidences the same Indebtedness as the consenting Holder's Security.

     Section 11.4. Reliance on and Survival of Representations.  All agreements,
representations and warranties of the Company contained in this Agreement and in
any certificates or other instruments delivered pursuant to this Agreement shall
(i) be deemed to be material  and to have been  relied  upon by the  Purchasers,
notwithstanding any investigation  heretofore or hereafter made by any Purchaser
or on such  Purchaser's  behalf,  and (ii) survive the execution and delivery of
this  Agreement  and the  Notes,  and  shall  continue  in effect so long as any
Security is outstanding. Notwithstanding the foregoing, the agreements set forth
in Sections 8.3, 6 and 11.2 shall continue and survive regardless of whether any
Securities are sold hereunder or remain outstanding.

     Section 11.5.  Successors and Assigns.  This Agreement shall bind and inure
to the benefit of and be enforceable by the Company, each of the Purchasers, and
the Purchasers' respective successors and assigns, and, in addition, shall inure
to the benefit of and be  enforceable by each Person who shall from time to time
be a Holder of any of the  Securities.  The  Company  may not  assign its rights
under this Agreement.

     Section 11.6. Notices. All notices and other communications provided for in
this Agreement  shall be in writing and delivered,  telecopied or mailed,  first
class postage prepaid, addressed:

               (a) If to the Company:

                    The Right Start, Inc.
                    5388 Sterling Center Drive Unit C
                    Westlake Village, CA 91361
                    Attention:  President
                    Facsimile:  (818) 707-7132

               with a copy to:

                    Milbank, Tweed, Hadley & McCloy, LLP
                    601 S. Figueroa, 30th Floor
                    Los Angeles, CA 90017
                    Attention:  Kenneth J. Baronsky, Esq.
                    Facsimile:  (213) 629-5063


               (b)  If to  the  Holders,  at  the  addresses  set  forth  on the
               signature  page  (in  the  case of the  Purchaser)  and as may be
               designated by notice to the Company.

     Any such  notice or  communication  shall be deemed to have been duly given
when delivered,  telecopied or mailed as aforesaid.  Each party may designate by
notice in  writing  a new  address  to which  any  notice,  demand,  request  or
communication may thereafter be so given,  served or sent. Each notice,  demand,
request, or communication which shall be mailed, delivered or transmitted in the
manner  described above shall be deemed  sufficiently  given,  served,  sent and
received for all purposes at such time as it is delivered to the addressee (with
the return receipt,  the delivery  receipt,  the affidavit of messenger or (with
respect to a telex) the answer back being deemed  conclusive (but not exclusive)


                                       22
<PAGE>

evidence  of such  delivery)  or at such  time as  delivery  is  refused  by the
addressee upon presentation.

     Section 11.7.  Counterparts.  This Agreement may be executed in two or more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.

     Section 11.8.  Governing Law. This Agreement and the Securities and (unless
otherwise provided) all amendments,  supplements,  waivers and consents relating
hereto or thereto shall be governed by and construed in accordance with the laws
of the State of New York.

     Section 11.9.  Waiver of Jury Trial.  EACH PURCHASER,  EACH HOLDER,  BY ITS
ACCEPTANCE OF ANY OF THE NOTES, AND THE COMPANY,  EACH HEREBY AGREE TO WAIVE ITS
RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT, THE SECURITIES,  OR ANY OTHER AGREEMENTS RELATING
TO THE SECURITIES OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF
THIS TRANSACTION AND THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED.
The  scope of this  waiver is  intended  to be  all-encompassing  of any and all
disputes that may be filed in any court and that relate to the subject matter of
this transaction,  including without  limitation,  contract claims, tort claims,
breach of duty  claims  and all  other  common  law and  statutory  claims.  The
Purchasers  and the  Company  each  acknowledge  that this  waiver is a material
inducement to enter into a business  relationship,  that each has already relied
on the waiver in entering into this  Agreement,  and that each shall continue to
rely on the waiver in their related  future  dealings.  The  Purchasers  and the
Company  further  represent  and warrant that each has reviewed this waiver with
its legal counsel, and that each knowingly and voluntarily waives its jury trial
rights following  consultation with legal counsel.  NOTWITHSTANDING  ANYTHING TO
THE  CONTRARY  HEREIN,  THIS WAIVER IS  IRREVOCABLE,  MEANING THAT IT MAY NOT BE
MODIFIED  EITHER  ORALLY  OR IN  WRITING,  AND THE  WAIVER  SHALL  APPLY  TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT,
THE NOTES, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE NOTES. In the
event of litigation, this Agreement may be filed as a written consent to a trial
by the Court.

                       [Remainder of page intentionally left blank]



                                       23
<PAGE>

     Each  Purchaser is requested  to sign the form of  acceptance  in the space
provided below whereupon this Agreement shall become a binding agreement between
such Purchaser and the Company.

                         Very truly yours,


                         THE RIGHT START, INC.



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


<PAGE>


The foregoing Agreement is hereby accepted as of the date first above written:



                              ARBCO Associates, L.P.


                              By:  KAYNE ANDERSON CAPITAL ADVISORS, L.P.,
                                     its general partner
                              By:  KAYNE ANDERSON CAPITAL INVESTMENT
                                     MANAGEMENT, INC., its general partner
                              By: /s/Robert V. Sinott
                                  ---------------------------
                                    Robert V. Sinott


                        Address for Notices and Payments:

                              1800 Avenue of the Stars, 2nd Floor
                              Los Angeles, CA  90067
                            Attention: Richard Kayne
                            Telephone: (310) 556-2721
                            Telecopy: (310) 284-6490



<PAGE>


 The foregoing Agreement is hereby accepted as of the date first above written:



                              KAYNE ANDERSON NON-TRADITIONAL INVESTMENTS, L.P.


                              By:  KAYNE ANDERSON CAPITAL ADVISORS, L.P.,
                                     its general partner
                              By:  KAYNE ANDERSON CAPITAL INVESTMENT
                                     MANAGEMENT, INC., its general partner
                              By: /s/Robert V. Sinott
                                  ---------------------------
                                    Robert V. Sinott


                        Address for Notices and Payments:

                              1800 Avenue of the Stars, 2nd Floor
                              Los Angeles, CA  90067
                            Attention: Richard Kayne
                            Telephone: (310) 556-2721
                            Telecopy: (310) 284-6490



<PAGE>



 The foregoing Agreement is hereby accepted as of the date first above written:


                              Kayne Anderson Diversified Capital Partners, L.P.


                              By:  KAYNE ANDERSON CAPITAL ADVISORS, L.P.,
                                     its general partner
                              By:  KAYNE ANDERSON CAPITAL INVESTMENT
                                     MANAGEMENT, INC., its general partner
                              By: /s/Robert V. Sinott
                                  ---------------------------
                                    Robert V. Sinott

                        Address for Notices and Payments:

                              1800 Avenue of the Stars, 2nd Floor
                              Los Angeles, CA  90067
                            Attention: Richard Kayne
                            Telephone: (310) 556-2721
                            Telecopy: (310) 284-6490




<PAGE>


 The foregoing Agreement is hereby accepted as of the date first above written:


                              Kayne Anderson Capital Partners, L.P



                              By:  KAYNE ANDERSON CAPITAL ADVISORS, L.P.,
                                     its general partner
                              By:  KAYNE ANDERSON CAPITAL INVESTMENT
                                     MANAGEMENT, INC., its general partner
                              By: /s/Robert V. Sinott
                                  ---------------------------
                                    Robert V. Sinott


                        Address for Notices and Payments:

                              1800 Avenue of the Stars, 2nd Floor
                              Los Angeles, CA  90067
                            Attention: Richard Kayne
                            Telephone: (310) 556-2721
                            Telecopy: (310) 284-6490


<PAGE>



                                   SCHEDULE I

                                                                  AMOUNT OF
PURCHASERS                                                       NOTES PURCHASED
----------                                                       ---------------

ARBCO Associates, L.P                                                 $1,000,000

Kayne Anderson Non-Traditional Investments, L.P.                         500,000



Kayne Anderson Diversified Capital Partners, L.P.                        300,000

Kayne Anderson Capital Partners, L.P                                     200,000

                                                                   -------------
TOTAL (Initial Closing):                                           $2,000,000.00
                                                                   =============




<PAGE>







                                    EXHIBIT A


     THE NOTES  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 NOTES  MAY NOT BE SOLD,  TRANSFERRED,  PLEDGED  OR
HYPOTHECATED  UNLESS THE PROPOSED  TRANSACTION DOES NOT REQUIRE  REGISTRATION OR
QUALIFICATION  UNDER  FEDERAL OR STATE  SECURITIES  LAWS, OR UNLESS THE PROPOSED
TRANSACTION IS REGISTERED OR QUALIFIED AS REQUIRED.

     This  instrument  and the  rights  and  obligations  evidenced  hereby  are
subordinate  in  the  manner  and  to the  extent  set  forth  in  that  certain
Subordination   and   Intercreditor   Agreement  (as  such   subordination   and
intercreditor  agreement  hereafter  may be amended,  supplemented  or otherwise
modified from time to time, the "intercreditor Agreement") dated as of september
1,  2000  among  ARBCO   Associates,   L.P.,   Kayne  Anderson   Non-Traditional
Investments,  L.P., Kayne Anderson  Diversified  Capital  Partners,  L.P., Kayne
Anderson  Capital  Partners,  L.P.,  The Right Start,  Inc. (the  "Company") and
Heller Financial,  Inc. ("Agent"), to the indebtedness (including interest) owed
by the Company pursuant to that certain Loan and Security  Agreement dated as of
november  14, 1996,  among the Company,  Agent and the lenders from time to time
party thereto, as such Loan and Security Agreement has been and hereafter may be
amended,   supplemented  or  otherwise   modified  from  time  to  time  and  to
indebtedness  refinancing the indebtedness  under that agreement as contemplated
by the  intercreditor  Agreement;  and each  holder of this  instrument,  by its
acceptance  hereof,  irrevocably  agrees  to be bound by the  provisions  of the
intercreditor Agreement.



                              THE RIGHT START, INC.

     SENIOR SUBORDINATED CONVERTIBLE PAY-IN-KIND NOTE DUE SEPTEMBER 1, 2005


$___________                                             Los Angeles, California
Note No. _________                                       _____ __, 200__


     FOR VALUE RECEIVED,  the undersigned,  The Right Start,  Inc., a California
corporation  (the  "Company"),   promises  to  pay  to   ___________________  or
registered  assigns,  the  principal sum of  ______________  DOLLARS (or so much
thereof as shall not have been prepaid) on September 1, 2005, under the terms of
the  Securities   Purchase   Agreement  dated  as  of  September  1,  2000  (the
"Agreement":  capitalized terms used in this Note without  definition shall have
the meanings  ascribed to such terms in the  Agreement)  between the Company and

<PAGE>

each of the purchasers  named therein.  Payments are to be made at the office of
the Company located at 5388 Sterling Center Drive, Westlake Village,  California
in lawful  money of the United  States of America.  The Company  promises to pay
interest on the principal  amount of this Note  semi-annually on each December 1
and June 1 (each such date an "Interest Payment Date") at a rate of 8% per annum
commencing  December  1, 2000.  Interest  on the Note will  accrue from the most
recent date to which  interest has been paid or, if no interest has been paid on
the Note, from the date of issuance.  On each Interest  Payment Date the Company
may,  at its  option  and in its  sole  discretion,  in lieu of the  payment  of
interest in cash on the Notes,  pay interest on all outstanding  Notes in whole,
or  in  part,  through  the  issuance  of  additional  notes  ("PIK  Notes")  in
denominations  (rounded if  necessary  to the nearest  dollar) of one dollar and
integral multiples thereof, in an aggregate principal amount equal to the amount
of interest  that would be payable on such Notes,  if such interest were paid in
cash. On each such Interest  Payment Date that the Company elects to deliver PIK
Notes,  the Company shall issue and deliver PIK Notes to the Holder  entitled to
such interest payment.  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.


     Each PIK Note is an  additional  obligation  of the  Company  and  shall be
governed by and  entitled to the  benefits of, and shall be subject to the terms
of the Agreement and shall rank pari passu with and be subject to the same terms
(including  the interest  rate from time to time  payable  thereon) as any other
Note  (except,  as the  case  may be,  with  respect  to the  issuance  date and
aggregate  principal  amount).  Interest  on the Notes will accrue from the most
recent date to which  interest  has been paid or, if no interest  has been paid,
from the date of issuance of the Notes.  Interest  will be computed on the basis
of  a  360-day  year   consisting  of  twelve   30-day  months  and   compounded
semi-annually.  Interest  shall be paid to the  holder of record of this Note on
the Company's  records (the  "Holder") at the close of business on the date that
is 10 business  days prior to the Interest  Payment Date  immediately  preceding
such Interest  Payment Date.  The Company shall pay principal of and interest on
this Note in such coin or  currency  of the  United  States of America as at the
time of payment shall be legal tender.  The Company may, however,  pay principal
of this Note by wire transfer of federal funds,  or interest on this Note by its
check  payable in such legal  tender or, to the extent  provided  above,  in PIK
Notes.

     This  Note is one of the Notes  (which  includes  PIK  Notes and  Remainder
Notes)_  issued  pursuant to the  Agreement and is also entitled to the benefits
thereof. If an Event of Default shall occur and be continuing,  the principal of
this Note may,  under  certain  circumstances,  become  or be  declared  due and
payable in the manner and with the effect provided in such Agreement. Subject to
the terms of the Agreement and this Note, upon the occurrence or existence of an
Event of Default the Holder may,  by notice to the  Company,  declare the entire
unpaid principal amount of this Note and all other amounts payable to the Holder
hereunder or under the Agreement to be forthwith due and payable, whereupon this
Note and all such amounts shall become and be immediately  due and payable,  and
in addition  thereto,  and not in substitution for, the Holder shall be entitled

<PAGE>

to exercise  any one or more of the rights and remedies  provided by  applicable
law.  Failure to exercise any right or remedy under this Note or available under
applicable  law  shall not  constitute  a waiver  of such  option or such  other
remedies  or of the  right  to  exercise  any of the  same in the  event  of any
subsequent Event of Default. The Company and all makers,  sureties,  guarantors,
endorsers and other persons  assuming  obligations  pursuant to this Note hereby
waive presentment, protest, demand, notice of dishonor and all other notices and
all defenses and pleas on the grounds of any  extension or extension of the time
of  payments  or the due  dates  hereof,  in whole or in part,  before  or after
maturity,  with or without  notice.  No renewal or  extension  of this Note,  no
release of any obligor and no delay in enforcement of this Note or in exercising
any  right  or  power  hereunder  shall  affect  the  liability  of any  obligor
hereunder.

          1.   Subordination.
               -------------

     1.1 Agreement to Subordinate.  The Company,  for its  successors,  and each
Holder,  by his acceptance of this Note, agree that the payment of the principal
of or any other amounts due on this Note is subordinated in right of payment, to
the extent and in the manner stated in this Section 1 and any separate agreement
between the Holder and any other  creditor of the  Company  (including,  without
limition pursuant to the Intercreditor  Agreement), to the prior payment in full
of all Senior Debt. For purposes  hereof,  "Senior Debt" means the principal of,
interest on  (including  any interest  accruing  after the  commencement  of any
bankruptcy  proceeding  or which  would  have  accrued  but for such  proceeding
whether  or not  allowed)  and  other  amounts  due on or  with  respect  to (i)
Indebtedness of the Company, whether outstanding on the date hereof or incurred,
assumed or  guaranteed  by the Company,  for money  borrowed from banks or other
financial   institutions  and  any  refinancings  or  refundings  thereof;  (ii)
Indebtedness of the Company, whether outstanding on the date hereof or hereafter
created,   incurred,  assumed  or  guaranteed  by  the  Company,  which  is  not
subordinated  in right of payment or in rights  upon  liquidation  to any Senior
Debt; and (iii)  Indebtedness of the Company under interest rate swaps,  caps or
similar hedging  agreements and foreign  exchange  contracts,  currency swaps or
similar agreements.

     1.2 Ranking with Respect to Other Subordinated Indebtedness of the Company.
This Note shall rank pari passu with all other Subordinated Debt of the Company.
For purposes hereof,  "Subordinated Debt" means any indebtedness of the Company,
whether outstanding on the date hereof or incurred, assumed or guaranteed by the
Company,  which is subordinated in right of payment or liquidation to any Senior
Debt.

     1.3 No Payment on this Note if Senior  Debt in  Default.  Anything  in this
Note to the  contrary  notwithstanding,  no  payment  or other  distribution  on
account of principal of or redemption of, or other amounts due on this Note, and
no redemption,  purchase, or other acquisition of this Note, shall be made by or
on behalf of the  Company  (i)  unless  full  payment  of  amounts  then due for
principal  and interest and of all other amounts then due on all Senior Debt has
been made or duly provided for in cash  pursuant to the terms of the  instrument
governing  such Senior Debt,  (ii) if, at the time of such payment,  redemption,
purchase or other acquisition, or immediately after giving effect thereto, there
shall exist under any Senior Debt, or any agreement pursuant to which any Senior
Debt is issued,  any default,  which default shall not have been cured or waived
and which  default  shall have  resulted  in the full amount of such Senior Debt
being due and  payable  or (iii) if,  at the time of such  payment,  redemption,
purchase or other  acquisition,  the Holder shall have received  written  notice
from the  Holder  or  holders  of any  Senior  Debt or their  representative  or
representatives  (a "Payment  Blockage  Notice")  that there  exists  under such
Senior Debt, or any agreement  pursuant to which such Senior Debt is issued, any
default,  which  default  shall not have been  cured or waived,  permitting  the
holders  thereof to declare the full amount of such Senior Debt due and payable,
but only for the period (the "Payment Blockage  Period")  commencing on the date
of receipt of the Payment Blockage Notice and ending (unless earlier  terminated
by notice given to the Holder by the holders of such Senior Debt) on the earlier
of (a) the date on which such  event of default  shall have been cured or waived

<PAGE>

or (b) 180 days from the receipt of the Payment  Blockage  Notice unless payment
or distribution with respect to this Note are otherwise not then permitted. Upon
termination of a Payment  Blockage  Period,  payments on account of principal of
this Note (other than amounts due and payable by reason of the  acceleration  of
the maturity of this Note) and redemptions,  purchases or other acquisitions may
be made by or on  behalf  of the  Company,  if  otherwise  permitted  hereunder.
Notwithstanding  anything herein to the contrary,  (A) only one Payment Blockage
Notice may be given  during any period of 360  consecutive  days with respect to
the same event of default  and any other  events of default on the same issue of
Senior Debt  existing and known to the person  giving such notice at the time of
such  notice and (B) no new  Payment  Blockage  Period may be  commenced  by the
holder or holders of the same issue of Senior  Debt or their  representative  or
representatives  during any period of 360 consecutive  days unless all events of
default  which were the object of the  immediately  preceding  Payment  Blockage
Notice, and any other event of default on the same issue of Senior Debt existing
and known to the Person giving such notice at the time of such notice, have been
cured or waived.

     In the event that,  notwithstanding  the  provisions  of this  Section 1.3,
payments  are  made by or on  behalf  of the  Company  in  contravention  of the
provisions of this Section 1.3,  such  payments  shall be held by the Holders in
trust  for the  benefit  of,  and shall be paid over to and  delivered  to,  the
holders of Senior Debt or their representative for application to the payment of
all Senior Debt remaining  unpaid to the extent necessary to pay all Senior Debt
in full  accordance  with the terms of such Senior Debt,  after giving effect to
any concurrent payment or distribution to or for the holders of Senior Debt.

     The Company shall give prompt written notice to the Holders of any event of
default  under any  Senior  Debt or under any  agreement  pursuant  to which any
Senior Debt may have been issued.

     So long as any Senior Debt remains unpaid, the Holder shall not accelerate,
or cause to be accelerated,  the Notes, or exercise any remedies with respect to
any Event of Default occurring with respect to the Notes for a period of no less
than 180 days after the Holders have delivered to the holders of the Senior Debt
notice of the  occurrence  of any Event of  Default.  If the Event of Default is
cured or waived or shall have  ceased to exist  within  such 180 day period (and
payment  of all  amounts  then  due  on the  Notes  without  acceleration  shall
constitute  a cure of any Event of Default  resulting  from the  failure to make
such payment when due),  then the Holders shall not be entitled to declare these
Notes due prior to their stated maturity because of such Event of Default.

     1.4   Distribution   on   Acceleration   of  this  Note;   Dissolution  and
Reorganization;  Subrogation  of this  Note.  Upon (a) any  acceleration  of the
principal  amount  due on this Note  because  of an Event of  Default or (b) any
distribution  of  assets  of the  Company  upon  any  dissolution,  winding  up,
liquidation or reorganization of the Company (whether in bankruptcy,  insolvency
or  receivership  proceedings or upon an assignment for the benefit of creditors
or any other  dissolution,  winding up,  liquidation  or  reorganization  of the
Company):

     (i) the  holders of the  Senior  Debt shall  first be  entitled  to receive
payment in full of the  principal  thereof,  the interest  thereon and any other
amounts due thereon before the Holder is entitled to receive  payment on account
of the principal of or any other amounts due on this Note.

     (ii) any  payment or  distribution  of assets of the Company of any kind or
character, whether in cash, property or securities (other than securities of the
Company as  reorganized  or readjusted or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment the payment
of which is subordinate,  at least to the extent provided in this Section 1 with
respect to this Note, to the payment in full without  diminution or modification
by such plan of all Senior Debt),  to which the Holder would be entitled  except
for the provisions of this Section 1, shall be paid by the  liquidating  trustee

<PAGE>

or agent or other person making such a payment or distribution,  directly to the
holders of Senior Debt (or their representative(s) or trustee(s) acting on their
behalf),  ratably according to the aggregate amounts remaining unpaid on account
of the principal of or interest on and other amounts due on the Senior Debt held
or represented  by each, to the extent  necessary to make payment in full of all
Senior Debt remaining unpaid,  after giving effect to any concurrent  payment or
distribution to the holders of such Senior Debt; and

     (iii) in the event  that,  notwithstanding  the  foregoing,  any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities shall be received by the Holder before all Senior Debt is
paid in full in cash,  such payment or  distribution  shall be held in trust for
the benefit of, and be paid over to upon request by a holder of the Senior Debt,
the holders of the Senior Debt remaining  unpaid (or their  representatives)  or
trustee(s) acting on their behalf, ratably as aforesaid,  for application to the
payment of such  Senior  Debt until all such Senior Debt shall have been paid in
full,  after giving  effect to any  concurrent  payment or  distribution  to the
holders of such Senior Debt.

     Subject  to the  payment in full of all Senior  Debt,  the Holder  shall be
subrogated  to the rights of the holders of Senior  Debt to receive  payments or
distributions of cash,  property or securities of the Company  applicable to the
Senior Debt until the principal of this Note shall be paid in full. For purposes
of such subrogation,  no such payments or distributions to the holders of Senior
Debt of cash,  property or securities  that otherwise would have been payable or
distributable  to the Holder shall, as between the Company,  its creditors other
than the holders of Senior  Debt,  and the Holder,  be deemed to be a payment by
the Company to or on account of the Senior Debt,  it being  understood  that the
provisions  of this  Section 1 are and are  intended  solely for the  purpose of
defining the relative rights of the Holder,  on the one hand, and the holders of
Senior Debt, on the other hand.

     Nothing contained in this Section 1, or elsewhere in this Note, is intended
to or shall  impair,  as between the Company and its  creditors,  other than the
holders of Senior Debt,  the  obligation  of the Company,  which is absolute and
unconditional,  to pay to the Holder the  principal of this Note as and when the
same shall become due and payable in accordance  with the terms of this Note, or
is intended to or shall affect the relative  rights of the Holder and  creditors
of the Company,  other than holders of Senior Debt, nor shall anything herein or
therein prevent the Holder from exercising all remedies  otherwise  permitted by
applicable  law upon  default  under this Note,  subject to the rights,  if any,
under this Section 1 of the holders of Senior Debt in respect of cash,  property
and  securities  of the Company  received  upon the exercise of any such remedy.
Upon  distribution  of assets of the Company  referred to in this Section 1, the
Holder shall be entitled to rely upon a certificate of the  liquidating  trustee
or agent or other Person making any  distribution  to the Holder for the purpose
of ascertaining  the persons entitled to participate in such  distribution,  the
holders of the Senior Debt and other  Indebtedness  of the  Company,  the amount
thereof or payable  thereon,  the amount or amounts paid or distributed  thereon
and all other facts pertinent thereto or to this Section 1.

     1.5 Reliance by Senior Debt on Subordination Provisions. The Holder of this
Note  by  acceptance   hereof   acknowledges   and  agrees  that  the  foregoing
subordination  provisions  are,  and are  intended  to be, an  inducement  and a
consideration  for each holder of any Senior Debt,  whether such Senior Debt was
created or acquired  before or after the  issuance of this Note,  to acquire and
continue to hold, or to continue to hold,  such Senior Debt,  and such holder of
Senior Debt shall be deemed  conclusively  to have relied on such  subordination
provisions in acquiring and  continuing to hold, or in continuing to hold,  such
Senior Debt.  Notice of any default in the payment of any Senior Debt, except as
expressly  stated in this Section 1, and notice of acceptance of the  provisions
thereof are hereby  expressly  waived.  Except as otherwise  expressly  provided

<PAGE>

herein,  no waiver,  forbearance  or release by any holder of Senior  Debt under
such Senior Debt or under this  Section 1 shall  constitute  a release of any of
the obligations or liabilities of the Holders provided in this Section 1. Except
as otherwise expressly provided herein, no right of any present or future holder
of Senior Debt to enforce the subordination  provisions hereof shall at any time
or in any way be prejudiced or impaired by any act or failure to act on the part
of the Company or any such holder or by any  noncompliance  by the Company  with
the terms,  provisions  or covenants of this Note,  regardless  of any knowledge
hereof with which such holder may have otherwise been charged.

     2. Conversion.
        ----------

     2.1 Right to Convert.  Any time,  and from time to time,  each Holder shall
have the option to convert  all or any of the  principal  of this Note into that
number of fully paid and non-assessable shares of Common Stock (calculated as to
each  conversion  to the nearest  1/100th of a share)  obtained by dividing  the
principal  amount of this Note and all accrued and unpaid interest by (i) at any
time prior to the issuance of not less than  $2,000,000 in equity  securities by
the Company (an "Equity Issuance"),$5.20 per share and (ii) at any time after an
Equity Issuance,  the product of (A) the most recent sale price of the Company's
common stock, no par value per share, as quoted on the Nasdaq National Market or
in the  over-the-counter  market,  if then so traded,  on date of the  agreement
pursuant to which the Equity  Issuance is made  multiplied  by (B) 130%, in each
case, as adjusted from time to time as provided herein (the "Conversion  Price")
and by  surrender  of such Note so to be  converted  in the manner  provided  in
Section  2.2 below.  The  Conversion  Price shall be subject to  adjustment  and
readjustment from time to time as set forth in Section 3.3 below.

     2.2 Mechanics of Conversion. In order to exercise the conversion privilege,
the  Holder of this Note  shall  surrender  this  Note to the  Secretary  of the
Company at the Company's  principal offices,  and shall give written notice (the
"Conversion  Notice") to the Company that such Holder elects to convert all or a
specified  principal amount of this Note and stating in such Conversion  Notice,
such Holder's name or the name or names of such Holder's  nominees in which such
Holder wishes the  certificate  or  certificates  for Common Stock to be issued,
duly endorsed by such Holder.  As promptly as practicable after the surrender of
this Note and the receipt of the  Conversion  Notice as  aforesaid,  the Company
shall  issue and  deliver at such  office to such  Holder,  or to such  Holder's
nominee or nominees,  a certificate or certificates  representing  the number of
shares  of  Common  Stock and a check or cash  with  respect  to any  fractional
interest in a share of Common  Stock to which such  Holder  shall be entitled as
aforesaid  in  accordance  with the  following  paragraph  and, if less than the
entire principal amount of Notes  surrendered are being converted,  a Note, with
the same terms as this Note,  in a principal  amount equal to the portion of the
principal amount of this Note that is not being  converted.  Any conversion made
at the election of a Holder shall be deemed to have been made immediately  prior
to the close of business  on the date of such  surrender  of this Note,  and the
Person or Persons  entitled to receive the Common Stock issuable upon conversion
shall be treated for all purposes as the record holder or holders of such Common
Stock on such date.

Upon conversion of this Note, the Company shall forever be released form all its
obligations and liabilities under this Note.

     2.3  Adjustments to Conversion  Price.  In case at any time or form time to
time after the  issuance  date of this Note the  Company  shall,  subject to the
restrictions set forth in Section 2.4 of this Note:

          (a) pay a  dividend  or make a  distribution  on its  Common  Stock in
          shares of Common Stock,

          (b)  subdivide its  outstanding  shares of Common Stock into a greater
          number of shares, or

          (c)  combine  its  outstanding  shares of Common  Stock into a smaller
          number of shares,
<PAGE>

then in each such case the Conversion Price in effect  immediately prior to such
action shall be adjusted so that the Holder of this Note thereafter  surrendered
for conversion shall be entitled to receive the number of shares of Common Stock
or other  capital stock of the Company that such Holder would have owned or been
entitled  to  receive  immediately  following  such  action  had such  Note been
converted  immediately prior to the occurrence of such event. An adjustment made
pursuant to this subsection shall become effective  immediately after the record
date,  in the case of a  dividend  or  distribution,  or  immediately  after the
effective date, in the case of a subdivision or combination.

     2.4 No  impairment.  The  Company  will  not  through  any  reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or any other voluntary action, avoid the observance or performance of
any of the terms to be observed or  performed  hereunder by the Company but will
at all times in good faith assist in the carrying out of all the  provisions  of
this  Section 2 and in the  taking of all such  action  as may be  necessary  or
appropriate  in order to protect the  conversion  rights of the Holders  against
impairment.  Without  limiting the generality of the foregoing,  the Company (i)
will take all such action as may be necessary or  appropriate  in order that the
Company may validly and legally issue fully paid  nonassessable  shares of stock
on the conversion of the Notes,  and (ii) will not take any action which results
in any  adjustment  of the  Conversion  Price if the  total  number of shares of
Common Stock  issuable  after the action upon the conversion of all of the Notes
will exceed the total  number of shares of Common Stock then  authorized  by the
Restated Articles and available for the purpose of issue upon such conversion.

     3.  Transfer;  Registration;  Replacement.  Upon surrender of this Note for
registration  of transfer or  assignment,  duly  endorsed,  or  accompanied by a
written  instrument of transfer or assignment  duly executed,  by the registered
Holder hereof or such Holder's  attorney duly authorized in writing,  a new Note
for a like  principal  amount  shall be issued  to,  and,  at the  option of the
Holder,  registered in the name of, the transferee or assignee.  The Company may
deem and treat the  person in whose name this Note is  registered  as the Holder
and  owner  hereof  for the  purpose  of  receiving  payments  and for all other
purposes whatsoever,  and the Company shall not be affected by any notice to the
contrary.



<PAGE>



     IN  WITNESS  WHEREOF,  the  undersigned  has  caused  this  Note to be duly
executed on its behalf as of the date first hereinabove set forth.

                              THE RIGHT START, INC.



                              By:________________________________
                                 Jerry R. Welch
                                 Chief Executive Officer



<PAGE>


                                    EXHIBIT B


                          REGISTRATION RIGHTS AGREEMENT

     THIS  REGISTRATION  RIGHTS  AGREEMENT  (the  "Agreement")  is  made  as  of
September 1, 2000 between The Right Start,  Inc., a California  corporation (the
"Company"), and ARBCO Associates, L.P., a California limited partnership,  Kayne
Anderson  Non-Traditional  Investments,  L.P., a California limited partnership,
Kayne  Anderson  Diversified  Capital  Partners,   L.P.,  a  California  limited
partnership,  Kayne  Anderson  Capital  Partners,  L.P.,  a  California  limited
partnership  and each assignee of a Note and each  purchaser of a Remainder Note
as defined in the  Purchase  Agreement  referenced  below (each  individually  a
"Purchaser," and collectively the "Purchasers").

     WHEREAS, the Company and Purchasers have entered into a Securities Purchase
Agreement dated as of September 1, 2000 (the "Purchase  Agreement";  capitalized
terms used in this Agreement without definition shall have the meanings ascribed
to such terms in the Purchase Agreement).

     WHEREAS,  pursuant to the Purchase  Agreement,  the Company and  Purchasers
desire  to  enter  into  this  Agreement  to  provide  Purchasers  with  certain
registration rights and to address related matters;

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and  of the  mutual
covenants and agreements set forth herein, the parties agree as follows:

          1.   Registration Rights.
               -------------------

               1.1  Demand Registration Rights.
                    --------------------------

               (a) Subject to the  provisions  of this  Section 1.1, at any time
               after the date hereof,  Purchasers  holding,  or entitled to hold
               upon conversion, not less than 50% of the Company's Common Stock,
               no par value ("Common Stock"), issued or issuable upon conversion
               of the  Senior  Subordinated  Convertible  Pay-in-Kind  Notes due
               September 1, 2005  (including  such notes issued as PIK Notes and
               Remainder  Notes,   the  "Notes"),   issued  by  the  Company  to
               Purchasers   pursuant  to  the  Purchase  Agreement  may  request
               registration for sale under the Securities Act of 1933 as amended
               (the  "Act") of all or part of such  Common  Stock.  The  Company
               shall thereafter,  as expeditiously as practicable,  use its best
               efforts (i) to file with the Securities  and Exchange  Commission
               (the  "SEC")  under  the Act,  a  registration  statement  on the
               appropriate  form  (using  Form S-3 or  other  "short  form,"  if
               available)  covering all the shares of Common Stock  specified in
               the demand request and (ii) to cause such registration  statement
               to be declared  effective.  The Company  shall not be required to
               comply with more than two (2) requests by  Purchasers  for demand
               registration  pursuant to this Section 1.1(a).  The Company shall
               not be  required  to effect a demand  registration  under the Act
               pursuant to Section 1.1(a) above if (i) the Company receives such
               request  for   registration   within  120  days   preceding   the
               anticipated  effective  date of a  proposed  underwritten  public
               offering of securities  of the Company  approved by the Company's
               Board  of  Directors  prior  to the  Company's  receipt  of  such
               request;  (ii)  within  180 days  prior to any such  request  for
               registration,  a  registration  of  securities of the Company has
               been effected in which  Purchasers  had the right to  participate
               pursuant to Section 1.2 hereof;  or (iii) the Board of  Directors
               of the Company reasonably determines in good faith that effecting
               such a demand  registration  at such time  would  have a material
               adverse effect upon a proposed sale of all (or substantially all)
               the  assets  of  the  Company,   or  a  merger,   reorganization,
               recapitalization, or similar transaction materially affecting the
               capital  structure or equity ownership of the Company;  provided,

<PAGE>

               however,  that the Company  may only delay a demand  registration
               pursuant to this Section  1.1(a)(iii)  for a period not exceeding
               90 days  (or  until  such  earlier  time as such  transaction  is
               consummated  or no longer  proposed).  The Company shall promptly
               notify  Purchasers  in writing of any  decision not to effect any
               such request for  registration  pursuant to this Section  1.1(a),
               which notice shall set forth in reasonable  detail the reason for
               such  decision and shall  include an  undertaking  by the Company
               promptly to notify  Purchasers  as soon as a demand  registration
               may be effected.

               (b) Purchasers may withdraw a request for demand  registration at
               any time before a registration  statement is declared  effective,
               in which  event the  Company  shall  withdraw  such  registration
               statement.  If the  Company  withdraws a  registration  statement
               under this Section 1.1(b) in respect of a registration  for which
               the Company  would  otherwise be required to pay  expenses  under
               Section 1.4 hereof, Purchasers shall be liable to the Company for
               all expenses of such registration specified in Section 1.4 hereof
               in  proportion  to the  number of shares  each of the  Purchasers
               shall have requested to be registered,  and Purchasers  shall not
               be deemed to have requested a demand registration for purposes of
               Section 1.1(a) hereof.

               1.2  Piggyback Registration Rights.
                    -----------------------------

               (a) If at any time or times  after the date  hereof,  the Company
               proposes  to  make a  registered  public  offering  of any of its
               securities  under the Act,  whether to be sold by it or by one or
               more third parties  (other than an offering  pursuant to a demand
               registration   under   Section   1.1(a)  hereof  or  an  offering
               registered  on Form S-8,  Form S-4,  or  comparable  forms),  the
               Company shall, not less than 45 days prior to the proposed filing
               date  of  the  registration  form,  give  written  notice  of the
               proposed  registration to Purchasers,  and at the written request
               of Purchasers  delivered to the Company  within 20 days after the
               receipt of such notice,  shall include in such  registration  and
               offering, and in any underwriting of such offering, all shares of
               Common  Stock  that  may  have  been  designated  in  Purchasers'
               request.

               (b) If a  registration  in which  Purchasers  have  the  right to
               participate  pursuant  to  this  Section  1.2 is an  underwritten
               offering  for the  account of the Company or for the account of a
               security holder (other than  Purchaser)  pursuant to the exercise
               of a demand  registration  right,  and the managing  underwriters
               advise the Company or such security  holder,  as the case may be,
               in  writing  that in  their  opinion  the  number  of  securities
               requested to be included in such registration,  together with the
               securities  being offered by the Company or such security holder,
               as the case may be,  exceeds the number which can be  effectively
               sold  in  such  offering,  the  Company  shall  include  in  such
               registration  (i) first,  the  securities  of the Company or such
               security  holder  proposed to be sold,  and (ii)  second,  to the
               extent possible,  the Common Stock proposed to be sold by each of
               the Purchasers and any other selling shareholders,  in proportion
               to the  number of shares of Common  Stock  with  respect to which
               they have requested registration.

          1.3 Registration  Procedures.  The Company shall have no obligation to
     file a registration statement pursuant to Section 1.1 hereof, or to include
     shares  of  Common  Stock  owned  by or  issuable  to  any  Purchaser  in a
     registration  statement  pursuant to Section  1.2 hereof,  unless and until
     such Purchaser  shall have furnished the Company with all  information  and
     statements about or pertaining to such Purchaser in such reasonable  detail
     and on such  timely  basis as is  reasonably  required  by the  Company  in
     connection with the  preparation of the  registration  statement.  Whenever
     Purchasers  have  requested  that any shares of Common Stock be  registered
     pursuant to Section 1.1 or 1.2 hereof,  the Company shall, as expeditiously
     as reasonably possible:
<PAGE>

               (a) prepare and file with the SEC a  registration  statement with
               respect  to such  shares  and use its best  efforts to cause such
               registration  statement to become effective as soon as reasonably
               practicable   thereafter   (provided   that   before   filing   a
               registration   statement  or  prospectus  or  any  amendments  or
               supplements  thereto,  the  Company  shall  furnish  counsel  for
               Purchasers  with  copies  of all such  documents  proposed  to be
               filed);

               (b) prepare and file with the SEC such amendments and supplements
               to such registration  statement and prospectus used in connection
               therewith as may be necessary to keep such registration statement
               effective  for a period  of not less  than  nine  months  (or two
               years,  if the provisions of Rule 415 under the Act are available
               with  respect  thereto),  until  Purchasers  have  completed  the
               distribution described in such registration statement or 180 days
               if such  filing is  required  to be made on Form  S-1,  whichever
               occurs first;

               (c)  furnish  to  Purchasers   such  number  of  copies  of  such
               registration  statement,  each amendment and supplement  thereto,
               the prospectus included in such registration statement (including
               each  preliminary   prospectus),   and  such  other  document  as
               Purchasers may reasonably request;

               (d) use its best efforts to register or qualify such shares under
               such other  securities or blue sky laws of such  jurisdictions as
               Purchasers  request  (and  to  maintain  such  registrations  and
               qualifications  effective  for a period  of nine  months or until
               Purchasers  have  completed  the  distribution  of  such  shares,
               whichever  occurs  first),  and to do any and all other  acts and
               things which may be  necessary or advisable to enable  Purchasers
               to  consummate  the  disposition  in such  jurisdictions  of such
               shares;  provided  that the  Company  will not be required to (i)
               qualify  generally  to do business in any  jurisdiction  where it
               would not be required but for this Section  1.3(d),  (ii) subject
               itself to  taxation in any such  jurisdiction,  or (iii) file any
               general consent to service of process in any such jurisdiction;

               (e) notify  Purchasers,  at any time  during  which a  prospectus
               relating thereto is required to be delivered under the Act within
               the period that the  Company is  required to keep a  registration
               statement effective, of the happening of any event as a result of
               which the  prospectus  included  in such  registration  statement
               contains an untrue statement of a material fact or omits any fact
               necessary  to make the  statements  therein not  misleading,  and
               prepare a supplement or amendment to such  prospectus so that, as
               thereafter  delivered  to the  purchasers  of such  shares,  such
               prospectus  will not  contain an untrue  statement  of a material
               fact or omit to state any fact  necessary to make the  statements
               therein not misleading;

               (f) use its best efforts to cause all such shares to be listed on
               securities exchanges or interdealer  quotation systems (including
               the NASDAQ National Market),  on which similar  securities issued
               by the Company are then listed if any,;

               (g)  enter  into  such   customary   agreements   (including   an
               underwriting agreement in customary form) and take all such other
               actions  as  Purchasers   reasonably   request  (and  subject  to
               Purchasers'   reasonable   approval)  in  order  to  expedite  or
               facilitate the disposition of such shares; and

               (h) make  reasonably  available for inspection by Purchasers,  by
               any underwriter  participating  in any  distribution  pursuant to
               such registration statement,  and by any attorney,  accountant or
               other agent  retained by Purchasers  or by any such  underwriter,
               all relevant  financial and other  records,  pertinent  corporate
               documents,  and properties (other than  confidential  information
               and  intellectual  property) of the Company;  provided,  however,
               that  any  information  that  is  designated  in  writing  by the

<PAGE>

               Company,  in good faith,  as confidential at the time of delivery
               of such information  shall be kept  confidential by Purchasers or
               any such underwriter,  attorney, accountant or agent, unless such
               disclosure  is made in  connection  with a  court  proceeding  or
               required by law, or such  information  becomes  available  to the
               public generally or through a third party without an accompanying
               obligation of confidentiality.

               1.4  Registration Expenses.
                    ---------------------

     The Company will pay all Registration  Expenses of all registrations  under
this Agreement,  provided,  however, that if a registration under Section 1.1 is
withdrawn at the request of  Purchasers  (other than as a result of  information
concerning the business or financial condition of the Company that is made known
to the Purchasers  after the date on which such  registration was requested) and
if the requesting  Purchasers elect not to have such  registration  counted as a
registration  requested under Section 1.1, Purchasers shall pay the Registration
Expenses  of  such  registration.   For  purposes  of  this  Section,  the  term
"Registration  Expenses" means all expenses incurred by the Company in complying
with this Section,  including,  without limitation,  all registration and filing
fees (other than National  Association of Securities  Dealers,  Inc. filing fees
pursuant to an underwritten offering), exchange listing fees, printing expenses,
fees,  and  expenses  of counsel for the  Company  and the  reasonable  fees and
expenses of one firm or counsel  selected by  Purchasers  to represent it, state
Blue Sky fees and expenses, and the expense of any special audits incident to or
required by any such  registration,  but  excluding  underwriting  discounts and
selling commissions.

               1.5  Indemnity.
                    ---------

               (a) In the  event  that  any  shares  of  Common  Stock  owned by
               Purchasers are sold by means of a registration statement pursuant
               to Section 1.1 or 1.2 hereof, the Company agrees to indemnify and
               hold  harmless  such  Purchasers,  each of its partners and their
               officers and  directors,  and each  person,  if any, who controls
               such  Purchasers  within  the  meaning  of  the  Act  (each  such
               Purchaser, its partners and their officers and directors, and any
               such other  persons  individually  an  "Indemnified  Person"  and
               collectively "Indemnified Persons") from and against all demands,
               claims,  actions  or  causes  of  action,  assessments,   losses,
               damages,  liabilities,  costs, and expenses,  including,  without
               limitation,  interest,  penalties, and reasonable attorneys' fees
               and disbursements,  asserted against,  resulting to, imposed upon
               or incurred by such  Indemnified  Person,  directly or indirectly
               (in this  Section 1.5 in the singular a "claim" and in the plural
               "claims"),  based  upon,  arising  out of or  resulting  from any
               untrue statement of a material fact contained in the registration
               statement  or any  omission  to state  therein  a  material  fact
               necessary to make the  statements  made therein,  in the light of
               the  circumstances  under which they were made,  not  misleading,
               except  insofar  as such  claim is based  upon,  arises out of or
               results from  information  furnished to the Company in writing by
               such  Purchaser  for  use in  connection  with  the  registration
               statement.

               (b) Each  Purchaser  agrees to  indemnify  and hold  harmless the
               Company, its officers and directors, and each person, if any, who
               controls  the Company  within the meaning of the Act (each of the
               Company,  its officers and directors,  and any such other persons
               individually   as  an  "Indemnified   Person"  and   collectively
               "Indemnified  Persons")  from and against all claims  based upon,
               arising  out of or  resulting  from  any  untrue  statement  of a
               material  fact  contained  in the  registration  statement or any
               omission to state therein a material  fact  necessary in order to
               make  the   statements   made  therein,   in  the  light  of  the
               circumstances under which they were made, not misleading,  to the
               extent  that such claim is based  upon,  arises out of or results
               from information furnished to the Company in writing by Purchaser
               for use in connection with the registration statement.
<PAGE>

               (c) The  indemnification set forth herein shall be in addition to
               any liability  the Company or a Purchaser  may otherwise  have to
               the  Indemnified  Persons.   Promptly  after  actually  receiving
               definitive notice of any claim in respect of which an Indemnified
               Person may seek  indemnification  under this  Section  1.5,  such
               Indemnified  Person shall submit written notice thereof to either
               the Company or  Purchaser,  as the case may be (an  "Indemnifying
               Person").  The failure of the Indemnified Person so to notify the
               Indemnifying  Person  of any such  claim  shall not  relieve  the
               Indemnifying  Person  from any  liability  it may have  hereunder
               except  to the  extent  that (a) such  liability  was  caused  or
               materially  increased by such failure,  or (b) the ability of the
               Indemnifying  Person  to reduce  such  liability  was  materially
               adversely affected by such failure.  In addition,  the failure of
               the Indemnified  Person so to notify the  Indemnifying  Person of
               any such claim shall not relieve the Indemnifying Person from any
               liability it may have otherwise than hereunder.  The Indemnifying
               Person  shall  have  the  right  to  undertake,   by  counsel  or
               representatives of its own choosing,  the defense,  compromise or
               settlement   (without  admitting  liability  of  the  Indemnified
               Person) of any such claim asserted,  such defense,  compromise or
               settlement  to be  undertaken  at the  expense  and  risk  of the
               Indemnifying  Person,  and the Indemnified  Person shall have the
               right to engage separate  counsel,  at such Indemnified  Person's
               own expense,  whom counsel for the Indemnifying Person shall keep
               informed and consult with in a  reasonable  manner.  In the event
               the Indemnifying Person shall elect not to undertake such defense
               by its own  representatives,  the Indemnifying  Person shall give
               prompt written notice of such election to the Indemnified Person,
               and the Indemnified Person may undertake the defense,  compromise
               or settlement  (without  admitting  liability of the  Indemnified
               Person)  thereof on behalf of and for the account and risk of the
               Indemnifying   Person  by   counsel   or  other   representatives
               designated  by  the  Indemnified   Person.   Notwithstanding  the
               foregoing,  no Indemnifying  Person shall be obligated  hereunder
               with respect to amounts paid in  settlement  of any claim if such
               settlement is effected  without the consent of such  Indemnifying
               Person, which consent shall not be unreasonably withheld.

               (d) If for any reason the foregoing  indemnity is unavailable to,
               or is insufficient to hold harmless,  an Indemnified Person, then
               the  Indemnifying  Person shall  contribute to the amount paid or
               payable by the Indemnified  Person as a result of such claims, in
               such  proportion as is  appropriate to reflect the relative fault
               of the Indemnifying  Person and the Indemnified Person as well as
               any other relevant equitable considerations.  No person guilty of
               fraudulent misrepresentation (within the meaning of Section 11(f)
               of the Act) shall be entitled to contribution from any person who
               was not guilty of such fraudulent misrepresentation.

     1.6  Subsequent  Registration  Statements.  The Company  shall not cause or
permit any new registration  statements (except registration  statements on Form
S-8, S-4, or comparable  forms) to become effective during the 90 days after the
effective date of a registration statement covering shares of Common Stock owned
by Purchasers.

          2.   Miscellaneous.
               -------------

     2.1  Additional  Actions and  Documents.  Each of the parties hereto hereby
agrees to use its good  faith  best  efforts  to take or cause to be taken  such
further actions, to execute, deliver and file or cause to be executed, delivered
and filed such further  documents and instruments,  and to obtain such consents,
as may be  necessary  or as  may be  reasonably  requested  in  order  to  fully
effectuate the purposes, terms and conditions of this Agreement.
<PAGE>

     2.2 Assignment. Any Purchaser may assign its rights under this Agreement to
any assignee of the Notes or the shares of Common Stock  issuable  upon exercise
thereof.

     2.3  Entire  Agreement;  Amendment.  This  Agreement,  including  the other
writings referred to herein or delivered pursuant hereto, constitutes the entire
agreement among the parties hereto with respect to the transactions contemplated
herein, and it supersedes all prior oral or written  agreements,  commitments or
understandings  with respect to the matters  provided for herein.  No amendment,
modification or discharge of this Agreement shall be valid or binding unless set
forth in writing and duly executed by the party against whom  enforcement of the
amendment, modification, or discharge is sought.

     2.4  Limitation  on Benefits.  It is the explicit  intention of the parties
hereto  that no  person or entity  other  than the  parties  hereto  (and  their
respective  successors  and assigns) is or shall be entitled to bring any action
to enforce any provision of this  Agreement  against any of the parties  hereto,
and the covenants, undertakings and agreements set forth in this Agreement shall
be solely for the  benefit  of, and shall be  enforceable  only by, the  parties
hereto or their respective successors and assigns.

     2.5 Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and assigns.

     2.6  Governing  Law.  This  Agreement,  the rights and  obligations  of the
parties hereto,  and any claims or disputes relating thereto,  shall be governed
by and  construed in  accordance  with the laws of New York  (without  regard to
conflicts of laws principles).

     2.7 Notices. All notices, demands,  requests, or other communications which
may be or are  required to be given,  served,  or sent by any party to any other
party  pursuant  to this  Agreement  shall be in writing  and shall be mailed by
first-class,  registered or certified mail,  return receipt  requested,  postage
prepaid,  or  transmitted  by hand  delivery,  including  delivery  by  courier,
telegram, telex, or facsimile transmission, addressed as follows:



        (a)  If to the Company:

                              The Right Start, Inc.
                              5388 Sterling Center Drive Unit C
                              Westlake Village, California 91361
                              Attention: President
                              Facsimile: (818) 707-7132

             with a copy (which shall not constitute notice) to:

                              Milbank, Tweed, Hadley & McCloy, LLP
                              601 S. Figueroa, 30th Floor
                              Los Angeles, CA 90017
                              Attention:  Kenneth J. Baronsky, Esq.
                              Facsimile:  (213) 629-5063

     (b) If to Purchaser,  to the address set forth in the  Securities  Purchase
Agreement for such Purchaser.
<PAGE>

Each party may designate by notice in writing a new address to which any notice,
demand,  request or  communication  may thereafter be so given,  served or sent.
Each notice, demand, request, or communication which shall be mailed,  delivered
or transmitted in the manner described above shall be deemed sufficiently given,
served,  sent and  received  for all purposes at such time as it is delivered to
the addressee (with the return receipt,  the delivery receipt,  the affidavit of
messenger or (with  respect to a telex) the answer back being deemed  conclusive
(but not  exclusive)  evidence of such  delivery) or at such time as delivery is
refused by the addressee upon presentation.

     2.8 Headings. Section headings contained in this Agreement are inserted for
convenience  of  reference  only,  shall  not be  deemed  to be a part  of  this
Agreement  for any  purpose,  and  shall not in any way  define  or  affect  the
meaning, construction or scope of any of the provisions hereof.

     2.9 Execution in Counterparts.  To facilitate execution, this Agreement may
be  executed in as many  counterparts  as may be  required;  and it shall not be
necessary that the signatures of each party appear on each  counterpart;  but it
shall be  sufficient  that the  signature of each party appear on one or more of
the  counterparts.  All  counterparts  shall  collectively  constitute  a single
agreement.  It shall not be  necessary  in  making  proof of this  Agreement  to
produce  or  account  for more  than a number  of  counterparts  containing  the
respective signatures of all of the parties hereto.




<PAGE>



     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be duly executed on its behalf as of the date first above written.

                              THE RIGHT START, INC.



                              By:
                              ---------------------------
                              Jerry R. Welch
                              Chief Executive Officer


<PAGE>


                              THE PURCHASERS:

                              ARBCO ASSOCIATES, L.P.

                              By: KAYNE ANDERSON CAPITAL ADVISORS, L.P.,
                              its general partner
                              By: KAYNE ANDERSON CAPITAL INVESTMENT
                              MANAGEMENT, INC., its general partner
                              By:
                              ---------------------------
                              Robert V. Sinott
                              Vice President




                              KAYNE ANDERSON NON-TRADITIONAL
                              INVESTMENTS, L.P.

                              By: KAYNE ANDERSON CAPITAL ADVISORS, L.P.,
                              its general partner
                              By: KAYNE ANDERSON CAPITAL INVESTMENT
                              MANAGEMENT, INC., its general partner
                              By:
                              ---------------------------
                              Robert V. Sinott
                              Vice President




                              Kayne Anderson Diversified Capital Partners, L.P.


                              By: KAYNE ANDERSON CAPITAL ADVISORS, L.P.,
                              its general partner
                              By: KAYNE ANDERSON CAPITAL INVESTMENT
                              MANAGEMENT, INC., its general partner
                              By:
                              ---------------------------
                              Robert V. Sinott
                              Vice President


                                    Kayne Anderson Capital Partners, L.P.

                              By: KAYNE ANDERSON CAPITAL ADVISORS, L.P.,
                              its general partner
                              By: KAYNE ANDERSON CAPITAL INVESTMENT
                              MANAGEMENT, INC., its general partner
                              By:
                              ---------------------------
                              Robert V. Sinott
                              Vice President


<PAGE>


                                    EXHIBIT C

                               SECURITY AGREEMENT


     This SECURITY AGREEMENT (this "Agreement") dated as of September 1, 2000 is
made among The Right Start,  Inc. (the  "Obligor")  and the Lenders  referred to
below.

     The  Securities  Purchase  Agreement  dated as of  September  1,  2000 (the
"Purchase  Agreement")  between the Obligor and the investors  identified in the
Purchase Agreement  (together with any assignees and any purchasers of Remainder
Notes, the "Lenders") provides, subject to its terms and conditions, for certain
loans to the Obligor.  It is a condition to the obligations of the Lenders under
the Purchase  Agreement that the Obligor  executes and delivers,  and grants the
Liens provided for in, this Agreement.

     To induce the  Lenders  to enter  into,  and to extend  credit  under,  the
Purchase  Agreement and for other good and valuable  consideration,  the receipt
and sufficiency of which are hereby  acknowledged,  the Obligor agrees to pledge
and grant a security  interest in the  Collateral  as  security  for the Secured
Obligations. Accordingly, the Obligor agrees with the Lenders as follows:

                                   ARTICLE I
                                  DEFINITIONS

     1.01 Certain Defined Terms.Unless  otherwise defined, all capitalized terms
used in this Agreement  that are defined in the Purchase  Agreement or the Notes
(including terms  incorporated by reference) shall have the respective  meanings
assigned  to them in the  Purchase  Agreement  or the Notes.  In  addition,  the
following terms shall have the following meanings under this Agreement:

     "Accounts" shall have the meaning assigned to that term in Section 2.01(a).

     "Basic  Documents"  shall  mean the  Purchase  Agreement,  the  Notes,  the
Registration Rights Agreement and this Agreement, collectively.

     "Casualty  Event"  shall mean,  with respect to any property of any Person,
any loss of or damage to, or any  condemnation or other taking of, such property
for which such Person receives insurance proceeds, or proceeds of a condemnation
award or other compensation.

     "Collateral" shall have the meaning assigned to that term in Section 2.01.

     "Copyright  Collateral" shall mean all Copyrights,  whether now owned or in
the future acquired by the Obligor.

     "Copyrights"  shall  mean,  collectively,  (a)  all  copyrights,  copyright
registrations and applications for copyright registrations, (b) all renewals and
extensions of all  copyrights,  copyright  registrations  and  applications  for
copyright  registration and (c) all rights, now existing or in the future coming
into  existence,  (i) to all  income,  royalties,  damages  and  other  payments

<PAGE>

(including in respect of all past,  present or future  infringements)  now or in
the future due or payable under or with respect to any of the foregoing, (ii) to
sue for all past,  present and future  infringements  with respect to any of the
foregoing  and  (iii)  otherwise  accruing  under  or  pertaining  to any of the
foregoing throughout the world.

     "Documents"  shall  have  the  meaning  assigned  to that  term in  Section
2.01(e).

     "Equipment"  shall  have  the  meaning  assigned  to that  term in  Section
2.01(d).

     "Governmental   Approvals"  shall  mean  any  authorization,   application,
consent,  approval,  order, consent decree, license,  franchise,  lease, ruling,
permit,  tariff, rate,  certification,  exemption,  filing or registration by or
with any Governmental Authority.

     "Governmental  Authority"  shall  mean  any  government,   governmental  or
quasi-governmental  department,  ministry,  commission,  board, bureau,  agency,
regulatory  authority,  instrumentality  of any  government  (central or local),
judicial,  legislative or  administrative  body,  domestic or foreign,  federal,
state or local, having jurisdiction over the Person or matter in question.

     "Instruments"  shall  have the  meaning  assigned  to that term in  Section
2.01(b).

     "Intellectual  Property"  shall mean all Copyright  Collateral,  all Patent
Collateral  and all  Trademark  Collateral,  together  with (a) all  inventions,
processes,  production  methods,  proprietary  information,  know-how  and trade
secrets;  (b) all  licenses or user or other  agreements  granted to the Obligor
with respect to any of the foregoing,  in each case whether now or in the future
owned or used,  including the licenses or other  agreements  with respect to the
Copyright Collateral, the Patent Collateral or the Trademark Collateral; (c) all
information,   customer  lists,   identification  of  suppliers,   data,  plans,
blueprints,  specifications,  designs,  drawings,  recorded knowledge,  surveys,
engineering reports,  test reports,  manuals,  materials  standards,  processing
standards,  performance  standards,  catalogs,  computer and automatic machinery
software  and  programs;  (d) all  field  repair  data,  sales  data  and  other
information  relating  to sales or  service  of  products  now or in the  future
manufactured;  (e) all accounting information and all media in which or on which
any  information  or  knowledge or data or records may be recorded or stored and
all computer  programs used for the compilation or printout of that information,
knowledge,  records or data; (f) all  Governmental  Approvals now held or in the
future  obtained by the Obligor in respect of any of the foregoing;  and (g) all
causes of action,  claims and warranties now owned or in the future  acquired by
the  Obligor in respect of any of the  foregoing.  Intellectual  Property  shall
include  all of the  foregoing  owned or  acquired by the Obligor on a worldwide
basis.

     "Inventory"  shall  have  the  meaning  assigned  to that  term in  Section
2.01(c).

     "Lien"  shall mean,  with  respect to any  property,  any  mortgage,  lien,
pledge, charge,  security interest or encumbrance of any kind in respect of such
property or any agreement to give, or notice of, any of the foregoing.

     "Obligations" means all obligations of every nature of Obligor from time to
time  owed to  Lenders  under  the  Basic  Documents  or for  fees or  expenses,
reimbursements  and  indemnifications  and other  amounts  due or to become  due

<PAGE>

thereunder. Time is of the essence in the performance of all Obligations, except
as otherwise expressly provided in the Basic Documents.

     "Patent  Collateral"  shall mean all  Patents,  whether now owned or in the
future acquired by the Obligor.

     "Patents"   shall   mean,   collectively,   (a)  all   patents  and  patent
applications, (b) all reissues, divisions,  continuations,  renewals, extensions
and  continuations-in-part  of all  patents or patent  applications  and (c) all
rights, now existing or in the future coming into existence,  (i) to all income,
royalties,  damages,  and other  payments  (including  in  respect  of all past,
present and future  infringements)  now or in the future due or payable under or
with  respect to any of the  foregoing,  (ii) to sue for all past,  present  and
future  infringements  with respect to any of the foregoing and (iii)  otherwise
accruing  under or  pertaining  to any of the  foregoing  throughout  the world,
including all  inventions  and  improvements  described or discussed in all such
patents and patent applications.

     "Registration  Rights  Agreement"  means that certain  Registration  Rights
Agreement of even date with this Agreement entered into by and among the Obligor
and the Lenders.

     "Secured  Obligations"  shall mean (a) any and all  Obligations and (b) any
and all  obligations  of the  Obligor  for the  performance  of its  agreements,
covenants and undertakings under or in respect of the Basic Documents.

     "Trademark  Collateral" shall mean all Trademarks,  whether now owned or in
the future acquired by the Obligor. Notwithstanding the foregoing, the Trademark
Collateral  shall not include  any  Trademark  that would be  rendered  invalid,
abandoned,  void or unenforceable by reason of its being included as part of the
Trademark Collateral.

     "Trademarks" shall mean, collectively,  (a) all trade names, trademarks and
service marks, logos,  trademark and service mark registrations and applications
for trademark and service mark registrations, (b) all renewals and extensions of
any of the  foregoing  and (c) all rights,  now existing or in the future coming
into  existence,  (i) to all  income,  royalties,  damages  and  other  payments
(including in respect of all past,  present and future  infringements) now or in
the future due or payable under or with respect to any of the foregoing, (ii) to
sue for all past,  present and future  infringements  with respect to any of the
foregoing  and  (iii)  otherwise  accruing  under  or  pertaining  to any of the
foregoing throughout the world,  together,  in each case, with the product lines
and goodwill of the business connected with the use of, or otherwise  symbolized
by, each such trade name, trademark and service mark.

            "Uniform  Commercial Code" shall mean the Uniform Commercial Code as
in  effect  in the  State of  California  from  time to time or,  by  reason  of
mandatory application, any other applicable jurisdiction.

     1.02  Interpretation.In  this Agreement,  unless otherwise  indicated,  the
singular shall include the plural and plural the singular;  words  importing any
gender shall  include the other gender;  references  to statutes or  regulations
shall  be  construed  as  including  all  statutory  or  regulatory   provisions

<PAGE>

consolidating,  amending or  replacing  the statute or  regulation  referred to;
references to "writing" shall include  printing,  typing,  lithography and other
means of reproducing  words in a tangible  visible form;  the words  "including"
"includes"  and "include"  shall be deemed to be followed by the words  "without
limitation";  references to articles,  sections (or  subdivisions  of sections),
exhibits,  annexes or schedules are to this Agreement;  references to agreements
and other  contractual  instruments  shall be deemed to include  all  subsequent
amendments,  extensions and other  modifications to those instruments  (without,
however,  limiting  any  prohibition  on  any  such  amendments,  extensions  or
modifications  by the terms of the Basic  Documents);  and references to Persons
shall include their respective successors and permitted assigns and, in the case
of Governmental  Authorities,  Persons succeeding to their respective  functions
and capacities.

                                   ARTICLE II
                                   COLLATERAL

     2.01 Grant.As  collateral  security for the prompt payment in full when due
(whether at stated  maturity,  upon  acceleration,  on any optional or mandatory
prepayment  date or otherwise) and performance of the Secured  Obligations,  the
Obligor hereby pledges and grants to the Lenders,  a security interest in all of
the  Obligor's  right,  title and  interest  in and to the  following  property,
whether  now owned or in the future  acquired  by the  Obligor  and  whether now
existing  or  in  the  future   coming   into   existence   (collectively,   the
"Collateral"):

     (a) all  accounts and general  intangibles  (each as defined in the Uniform
Commercial  Code) of the Obligor  constituting  a right to the payment of money,
whether or not earned by performance, including all moneys due and to become due
to the  Obligor in  repayment  of any loans or  advances,  in payment  for goods
(including Inventory and Equipment) sold or leased or for services rendered,  in
payment of tax refunds and in payment of any  guarantee of any of the  foregoing
(collectively, the "Accounts");

     (b) all instruments, chattel paper or letters of credit (each as defined in
the Uniform Commercial Code) of the Obligor  evidencing,  representing,  arising
from or existing in respect of,  relating to,  securing or otherwise  supporting
the payment of, any of the Accounts (collectively, the "Instruments");

     (c) all inventory (as defined in the Uniform Commercial Code) and all other
goods of the Obligor that are held by the Obligor for sale,  lease or furnishing
under a contract of service (including to its Affiliates), that are so leased or
furnished or that constitute raw materials,  work in process or material used or
consumed in its business,  including all spare parts and related  supplies,  all
goods obtained by the Obligor in exchange for any such goods,  all products made
or processed from any such goods and all substances,  if any, commingled with or
added to any such goods (collectively, the "Inventory");

     (d) all equipment (as defined in the Uniform Commercial Code) and all other
goods  of the  Obligor  that  are  used or  acquired  for use  primarily  in its
business,  including all spare parts and related supplies, all goods obtained by
the Obligor in exchange for any such goods, all substances,  if any,  commingled
with or added to those goods and all  upgrades and other  improvements  to those

<PAGE>

goods, in each case to the extent not constituting Inventory (collectively,  the
"Equipment");

     (e) all documents of title (as defined in the Uniform  Commercial  Code) or
other receipts of the Obligor covering,  evidencing or representing Inventory or
Equipment (collectively, the "Documents");

     (f) all contracts and other  agreements of the Obligor relating to the sale
or other disposition of all or any part of the Inventory, Equipment or Documents
and all rights,  warranties,  claims and  benefits  of the  Obligor  against any
Person arising out of,  relating to or in connection with all or any part of the
Inventory,  Equipment or Documents  of the Obligor,  including  any such rights,
warranties,  claims or benefits  against any Person storing or transporting  any
such Inventory or Equipment or issuing any such Documents;

     (g)  all  other  accounts  or  general   intangibles  of  the  Obligor  not
constituting  Accounts,  including,  to the extent related to all or any part of
the  other  Collateral,  all  books,  correspondence,   credit  files,  records,
invoices,  tapes,  cards,  computer  runs and other papers and  documents in the
possession or under the control of the Obligor or any computer bureau or service
company from time to time acting for the Obligor;

     (h) all other  tangible and intangible  property of the Obligor,  including
all Intellectual  Property (except to the extent such property has been licensed
to Obligor's subsidiary); and

     (i) all proceeds  and  products in whatever  form of all or any part of the
other  Collateral,  including  all  proceeds of insurance  and all  condemnation
awards and all other  compensation for any Casualty Event with respect to all or
any part of the  other  Collateral  (together  with all  rights to  recover  and
proceed with respect to the same), and all accessories to, substitutions for and
replacements   of   all  or   any   part   of   the   other   Collateral.

     2.02  Perfection.Concurrently  with  the  execution  and  delivery  of this
Agreement, or within 5 business days thereafter,  the Obligor will (i) file such
financing  statements and other documents in such offices as are necessary or as
the Lenders may reasonably  request to perfect and establish the priority of the
Liens granted by this Agreement,  (ii) deliver and pledge to the Lenders any and
all  Instruments,  endorsed or accompanied by such instruments of assignment and
transfer in such form and  substance as the Lenders may request,  and (iii) take
all such other actions as are necessary or as the Lenders may request to perfect
and establish the priority of the Liens granted by this Agreement.

     2.03  Preservation  and Protection of Security  Interests.The  Obligor will
give,  execute,  deliver,  file or  record  any and  all  financing  statements,
notices,  contracts,  agreements  or  other  instruments,  obtain  any  and  all
Governmental  Approvals  and take any and all steps that may be  necessary or as
the Lenders  reasonably may request to create,  perfect,  establish the priority
of, or to preserve the validity, perfection or priority of, the Liens granted by
this  Agreement or to enable the Lenders to exercise and enforce  their  rights,
remedies,  powers and  privileges  under this  Agreement  with  respect to those
Liens.
<PAGE>

     2.04  Use of  Intellectual  Property.So  long as no Event  of  Default  has
occurred and is  continuing,  the Obligor  shall be  permitted to exploit,  use,
enjoy,  protect,  license,  sublicense,  assign,  sell, dispose of or take other
actions with respect to the Intellectual  Property in the ordinary course of the
business of the Obligor. In furtherance of the foregoing, so long as no Event of
Default has occurred and is continuing, the Lenders will from time to time, upon
the request of the Obligor, execute and deliver any instruments, certificates or
other  documents,  in the form so  requested,  which such Obligor  certifies are
appropriate (in its judgment) to allow them to take any action  permitted above.
The exercise of rights,  remedies,  powers and privileges  under Section 5.01 by
the Lenders  shall not  terminate  the rights of the holders of any  licenses or
sublicenses  previously  granted  by the  Obligor in  accordance  with the first
sentence of this Section 2.05.

     2.05  Instruments.So  long as no  Event  of  Default  has  occurred  and is
continuing,  the Obligor may retain for  collection  in the  ordinary  course of
business any Instruments obtained by it in the ordinary course of business,  and
the Lenders will, promptly upon the request, and at the expense of, the Obligor,
make appropriate  arrangements for making any Instruments pledged by the Obligor
available to the Obligor for purposes of  presentation,  collection  or renewal.
Any such arrangement shall be effected,  to the extent deemed appropriate by the
Lenders,  against a trust receipt or like  document.

     2.06 Use of  Collateral.So  long as no Event of Default has occurred and is
continuing, the Obligor shall, in addition to its rights under Sections 2.05 and
2.06, in respect of the Collateral  contemplated in those sections,  be entitled
to use and possess the other  Collateral  and to exercise its rights,  title and
interest in all  contracts,  agreements,  licenses and  Governmental  Approvals,
subject to the rights,  remedies,  powers and  privileges  of the Lenders  under
Article V and to that use, possession or exercise not otherwise  constituting an
Event of Default.


     2.07 Rights and Obligations..

     (a) The Obligor shall remain  liable to perform its duties and  obligations
under the contracts and agreements included in the Collateral in accordance with
their  respective  terms to the same  extent as if this  Agreement  had not been
executed and delivered.  The exercise by the Lenders of any right, remedy, power
or privilege in respect of this Agreement shall not release the Obligor from any
of its duties and obligations  under those  contracts and agreements.  No Lender
shall  have  any  duty,  obligation  or  liability  under  those  contracts  and
agreements or in respect to any Governmental Approval included in the Collateral
by reason of this Agreement or any other Basic Document, nor shall any Lender be
obligated to perform any of the duties or  obligations  of the Obligor under any
such  contract or  agreement  or any such  Governmental  Approval or to take any
action to collect or enforce any claim (for payment)  under any such contract or
agreement or Governmental Approval.

     (b) No Lien granted by this  Agreement in the  Obligor's  right,  title and
interest in any contract,  agreement or Governmental Approval shall be deemed to
be a consent  by any  Lender to any such  contract,  agreement  or  Governmental
Approval.
<PAGE>

     (c) No  reference  in this  Agreement  to  proceeds or to the sale or other
disposition  of  Collateral  shall  authorize  the Obligor to sell or  otherwise
dispose of any Collateral.

     (d) No Lender  shall be required to take steps  necessary  to preserve  any
rights against prior parties to any part of the Collateral.

     2.08  Termination.When all Secured Obligations have been paid in full, this
Agreement shall automatically terminate, and the Lenders will forthwith cause to
be  assigned,  transferred  and  delivered,  against  receipt  but  without  any
recourse,  warranty or representation  whatsoever,  any remaining Collateral and
money received in respect of the Collateral,  to or on the order of the Obligor.
The Lenders will also  execute and deliver to the Obligor upon that  termination
such Uniform Commercial Code termination statements and such other documentation
as is reasonably  requested by the Obligor to effect the termination and release
of the Liens granted by this Agreement on the Collateral.

                                  ARTICLE III
                                REPRESENTATIONS


     As of the date hereof and as of the date of each extension of credit by the
Lenders,  the Obligor  represents  and warrants to each Lender as follows:  3.01
Title.The  Obligor is the sole  beneficial  owner of the  Collateral in which it
purports to grant a Lien pursuant to this Agreement,  and the Collateral is free
and clear of all Liens,  except for the Liens  granted  by this  Agreement,  and
Liens granted to Heller  Financial,  Inc. in accordance  with its loan documents
(the "Existing Security Agreement"),  and any Lien permitted to be prior to such
granted Liens in the following sentence.  The Liens granted by this Agreement in
favor of the Lenders have attached and constitute, or upon making of the filings
required under Section 2.02 will have, a perfected  security  interest in all of
that  collateral  (other than  Intellectual  Property  registered  or  otherwise
located outside of the United States of America) prior to all other Liens (other
than the Liens pursuant to the Existing Security Agreement and Liens imposed for
taxes,  assessments or charges not yet due or which are being  contested in good
faith; carriers',  mechanics',  warehouseman's,  artisans',  service suppliers',
depositaries'  or other like  Liens;  pledges or deposits in respect of workers'
compensation,  unemployment  insurance  and other social  security  legislation;
Liens to secure performance contracts, leases, statutory obligations, surety and
appeal bonds and other like obligations;  easements, rights or way, restrictions
and other similar encumbrances; Liens to secure purchase money indebtedness; and
any extension renewal or replacement of any such Liens).

                                   ARTICLE IV
                                   COVENANTS

     4.01 Books and Records.The Obligor will:
<PAGE>

     (a) keep full and accurate books and records relating to the Collateral and
stamp or  otherwise  mark those  books and records in such manner as the Lenders
reasonably may require in order to reflect the Liens granted by this  Agreement;

     (b) prior to filing,  either directly or through an  administrative  agent,
licensee  or other  designee,  any  application  for any  Copyright,  Patent  or
Trademark, furnish to the Lenders prompt notice of that proposed filing; and

     (c) permit  representatives of the Lenders,  upon reasonable notice, at any
time during normal  business  hours to inspect and make abstracts from its books
and records pertaining to the Collateral,  permit representatives of the Lenders
to be present  at the  Obligor's  place of  business  to  receive  copies of all
communications and remittances  relating to the Collateral and forward copies of
any  notices or  communications  received  by the  Obligor  with  respect to the
Collateral,  all in such  manner as the  Lenders  may  request.

     4.02  Removals,  Etc.Without  at least 30 days' prior written notice to the
Lenders,  the Obligor  will not (i)  maintain  any of its books and records with
respect to the  Collateral  at any office or  maintain  its  principal  place of
business  at any  place,  or permit any  Inventory  or  Equipment  to be located
anywhere,  other than at the address initially indicated for notices to it under
Section 6.02,  at its store  locations or at the  warehouse in  Pennsylvania  at
which it currently keeps Inventory and Equipment or in transit from one of those
locations to another or (ii) change its corporate  name, or the name under which
it does business, from the name shown on the signature pages to this Agreement.

     4.03 Sales and Other  Liens.Except with the authorization of the Lenders as
specified  in Section  6.01,  the Obligor  will not  dispose of any  Collateral,
create, incur, assume or suffer to exist any Lien upon any Collateral or file or
suffer  to be on  file  or  authorize  to be  filed,  in any  jurisdiction,  any
financing  statement or like  instrument  with respect to all or any part of the
Collateral in which the Lenders are not named as the sole secured parties unless
such  Lien is  otherwise  permitted  under  this  Agreement  or  such  financing
statement is filed with respect to such a permitted Lien.

     4.04  Further  Assurances.The  Obligor  will,  from  time to time  upon the
written request of the Lenders,  execute and deliver such further  documents and
do such other acts and things as the  Lenders  may  reasonably  request in order
fully to effect the purposes of this Agreement.

                                   ARTICLE V
                                   REMEDIES

     5.01 Events of Default,  Etc.If any Event of Default  has  occurred  and is
continuing:

     (a) The  Lenders in their  discretion  may  require the Obligor to, and the
Obligor  will,  assemble  the  Collateral  owned by it at such  place or places,
reasonably  convenient  to both the Lenders and the Obligor,  designated  in the
Lenders request;
<PAGE>

     (b) the Lenders in their  discretion may make any reasonable  compromise or
settlement  it deems  desirable  with respect to any of the  Collateral  and may
extend the time of payment,  arrange for payment in  installments,  or otherwise
modify the terms of, all or any part of the Collateral;

     (c) the Lenders in their  discretion may, in its name or in the name of the
Obligor or otherwise,  demand, sue for, collect or receive any money or property
at any time  payable or  receivable  on account of or in exchange for all or any
part of the Collateral, but shall be under no obligation to do so;

     (d) the  Lenders  in their  discretion  may,  upon 5 business  days'  prior
written  notice to the Obligor of the time and place,  sell,  lease or otherwise
dispose  of all or any part of the  Collateral  that is then in or  subsequently
comes into the  possession,  custody  or  control of any other  Lender or any of
their respective  agents,  at such place or places as the Lenders deem best, for
cash, for credit or for future  delivery  (without  thereby  assuming any credit
risk) and at public or private sale,  without demand of performance or notice of
intention  to effect  any such  disposition  or of the time or place of any such
sale  (except  such notice as is  required  above or by  applicable  statute and
cannot be  waived),  and any Lender or any other  Person  may be the  purchaser,
lessee or recipient of all or any part of the  Collateral  so disposed of at any
public  sale (or,  to the extent  permitted  by law,  at any  private  sale) and
thereafter hold the same absolutely,  free from any claim or right of whatsoever
kind, including any right or equity of redemption  (statutory or otherwise),  of
the Obligor, and the Obligor hereby waives and releases any such demand,  notice
and right or equity.  In the event of any sale,  license or other disposition of
any of the Trademark  Collateral,  the goodwill connected with and symbolized by
the Trademark Collateral subject to that disposition shall be included,  and the
Obligor  will supply to the Lenders or their  designee,  for  inclusion  in that
sale,  assignment or other  disposition,  all Intellectual  Property relating to
that  Trademark  Collateral.  The Lenders may,  without  notice or  publication,
adjourn any public or private sale or cause the same to be  adjourned  from time
to time by  announcement at the time and place fixed for the sale, and that sale
may be made at any time or place to which the sale may be so adjourned;  and

     (e) the Lenders shall have, and in their  discretion  may exercise,  all of
the rights, remedies,  powers and privileges with respect to the Collateral of a
secured  party under the  Uniform  Commercial  Code  (whether or not the Uniform
Commercial Code is in effect in the jurisdiction  where those rights,  remedies,
powers and privileges are asserted) and such additional rights, remedies, powers
and  privileges to which a secured party is entitled under the laws in effect in
any jurisdiction where any rights, remedies, powers and privileges in respect of
this Agreement or the Collateral  may be asserted,  including the right,  to the
maximum  extent  permitted by law, to exercise all voting,  consensual and other
powers of ownership pertaining to the Collateral as if the Lenders were the sole
and absolute owners of the Collateral (and the Obligor will take all such action
as may be appropriate to give effect to that right).

     The proceeds of, and other  realization  upon,  the Collateral by virtue of
the exercise of remedies  under this Section 5.01 shall be applied in accordance
with Section  5.04.

     5.02  Deficiency.If  the  proceeds  of,  or  other  realization  upon,  the
Collateral  by  virtue  of the  exercise  of  remedies  under  Section  5.01 are
insufficient to cover the costs and expenses of that exercise and the payment in

<PAGE>

full of the other Secured  Obligations,  the Obligor shall remain liable for any
deficiency.

     5.03 Private  Sale.No  Lender shall incur any  liability as a result of the
sale,  lease or other  disposition  of all or any part of the  Collateral at any
private sale  pursuant to Section 5.01  conducted in a  commercially  reasonable
manner.  The Obligor  hereby waives any claims against any Lender that may arise
by reason of the fact that the price at which the  Collateral may have been sold
at such a private sale was less than the price that might have been  obtained at
a public sale or was less than the aggregate amount of the Secured  Obligations,
even if the  Lenders  accept  the  first  offer  received  and do not  offer the
Collateral to more than one offeree.

     5.04 Application of Proceeds.Except as otherwise expressly provided in this
Agreement or pursuant to the terms of any subordination  agreement affecting the
Notes,  the  proceeds  of,  or other  realization  upon,  all or any part of the
Collateral  by virtue of the  exercise of remedies  under  Section  5.01 and any
other cash at the time held by the Lenders  under  Section 5.01 shall be applied
by the Lenders:

     First,  to the  payment  of the  costs and  expenses  of that  exercise  of
remedies,  including reasonable out-of-pocket costs and expenses of the Lenders,
the fees and expenses of its agents and counsel and all other expenses  incurred
and advances made by the Lenders in that connection;

     Next, to the payment in full of the remaining Secured  Obligations  equally
and ratably in accordance with their respective amounts then due and owing or as
the Lenders holding the same may otherwise agree; and

     Finally,  subject  to the  rights of any other  holders  of any Lien in the
relevant  Collateral,  to the payment to the Obligor or as a court of  competent
jurisdiction may direct of any surplus then remaining.

     As used in this  Section  5,  "proceeds"  of  Collateral  shall  mean cash,
securities and other property  realized in respect of, and distributions in kind
of,   Collateral,   including  any  property   received  under  any  bankruptcy,
reorganization  or other similar  proceeding as to the Obligor or any issuer of,
or  account  debtor or other  obligor  on,  any of the  Collateral.

                                   ARTICLE VI
                                 MISCELLANEOUS

     6.01  Administration.Action  permitted  to be taken by  Lenders  under this
Agreement  shall be permitted to be taken only upon approval of Lenders  holding
not less than a majority of the aggregate  outstanding  principal  amount of the
Notes.

     6.02 Notices.All notices, requests and other communications provided for in
this  Agreement  shall be  given or made in  writing  and  delivered  by hand or
courier  service,  mailed by certified or registered mail or sent by telecopy to
the intended  recipient as  specified  below or, as to any party,  at such other
address as is designated  by that party in a notice to each other party.  Except

<PAGE>

as otherwise provided in this Agreement, all such communications shall be deemed
to have been duly given or made upon receipt.

            To the Obligor:         The Right Start, Inc.
                                    5388 Sterling Center Drive, Unit C
                                    Westlake Village, CA 91361
                                    Telephone:  818.707.7100
                                    Telecopy:    818.707.7132
                                    Attention:  President and General Counsel

            To the Lenders:  At the address set forth in the Purchase Agreement.

     6.03  Expenses,   Etc.The  Obligor  will  pay  all  out-of-pocket  expenses
(including  reasonable counsels' fees and expenses) of each Lender in connection
with  any  enforcement  or  collection  proceeding  (including  any  bankruptcy,
reorganization, restructuring, "work out" or other similar proceeding) as to any
of the obligations of the Obligor under this  Agreement,  the negotiation of any
restructuring  or "work  out"(whether or not  consummated) or the enforcement of
this Section 6.03.  All amounts due under this Agreement not paid when due shall
bear  interest  until paid at a rate per annum  equal to the  post-default  rate
under the Notes.

     6.04  Waiver.No  failure or delay by any Lender in  exercising  any remedy,
right, power or privilege under this Agreement or any other Basic Document shall
operate as a waiver of that remedy,  right,  power or  privilege,  nor shall any
single or partial exercise of that remedy,  right,  power or privilege  preclude
any other or further exercise of that remedy,  right,  power or privilege or the
exercise of any other remedy, right, power or privilege.  The remedies,  rights,
powers  and  privileges  provided  by  this  Agreement  are  cumulative  and not
exclusive of any remedies,  rights,  powers or privileges  provided by the other
Basic Documents or by law.

     6.05 Amendments, Etc.No provision of this Agreement may be waived, modified
or supplemented except by an instrument in writing signed by the Obligor and the
Lenders (as specified in Section 6.01). Any  modification,  supplement or waiver
shall be for such period and subject to such conditions as shall be specified in
the written instrument  effecting the same and shall be binding upon each Lender
and the Obligor,  and any such waiver  shall be  effective  only in the specific
instance and for the purpose for which given.

     6.06 Successors and Assigns.This  Agreement shall be binding upon and inure
to the benefit of its parties and their respective  successors and assigns.  The
Obligor  may not  assign or  transfer  its  rights  or  obligations  under  this
Agreement  without the prior  written  consent of the Lenders (as  specified  in
Section 6.01).

     6.07  Survival.Each  representation and warranty made, or deemed to be made
by a notice of any extension of credit,  in or pursuant to this Agreement  shall
survive the making or deemed making of that representation and warranty,  and no
Lender  shall be deemed to have  waived,  by reason of making any  extension  of
credit, any Event of Default that may arise by reason of that  representation or
warranty proving to have been false or misleading,  notwithstanding that such or
any other Lender may have had notice or knowledge or reason to believe that such

<PAGE>

representation or warranty was false or misleading at the time that extension of
credit was made.

     6.08 Agreements  Superseded.This  Agreement supersedes all prior agreements
and  understandings,  written or oral,  among the  parties  with  respect to the
subject matter of this Agreement.

     6.09  Severability.Any  provision of this  Agreement  that is prohibited or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of that prohibition or unenforceability  without  invalidating the
remaining   provisions  of  this   Agreement,   and  any  such   prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable that provision in any other jurisdiction.

     6.10  Captions.The  table  of  contents,   captions  and  section  headings
appearing in this Agreement are included solely for convenience of reference and
are  not  intended  to  affect  the  interpretation  of any  provision  of  this
Agreement.

     6.11  Counterparts.This   Agreement  may  be  executed  in  any  number  of
counterparts,  all of that  taken  together  shall  constitute  one and the same
instrument,  and any of the parties to the Agreement may execute this  Agreement
by signing  any such  counterpart.  Delivery  of an  executed  counterpart  of a
signature  page to this  Agreement by hand or by telecopy  shall be effective as
the delivery of a fully executed counterpart of this Agreement.

     6.12  Governing Law;  Submission to  Jurisdiction.THIS  AGREEMENT  SHALL BE
GOVERNED  BY,  AND  CONSTRUED  IN  ACCORDANCE  WITH,  THE  LAW OF THE  STATE  OF
CALIFORNIA   APPLICABLE  TO  CONTRACTS  MADE  AND  PERFORMED  IN  THE  STATE  OF
CALIFORNIA.  THE OBLIGOR HEREBY SUBMITS TO THE NONEXCLUSIVE  JURISDICTION OF THE
UNITED STATES  DISTRICT COURT FOR THE CENTRAL  DISTRICT OF CALIFORNIA AND OF ANY
CALIFORNIA  STATE COURT SITTING IN LOS ANGELES,  CALIFORNIA  FOR THE PURPOSES OF
ALL LEGAL  PROCEEDINGS  ARISING  OUT OF OR  RELATING  TO THIS  AGREEMENT  OR THE
TRANSACTIONS  CONTEMPLATED BY THIS AGREEMENT. THE OBLIGOR IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR
IN THE FUTURE HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING  BROUGHT IN
SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING  BROUGHT IN SUCH A COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.

     6.13 Waiver of Jury Trial.THE  OBLIGOR AND THE LENDERS  HEREBY  IRREVOCABLY
WAIVES,  TO THE FULLEST  EXTENT  PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.



<PAGE>


                                       26

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed and delivered as of the day and year first above written.


                              THE RIGHT START, INC.


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


<PAGE>


                              KAYNE ANDERSON CAPITAL
                              PARTNERS, L.P.


                              By: KAYNE ANDERSON CAPITAL ADVISORS, L.P.,
                              its general partner
                              By: KAYNE ANDERSON CAPITAL INVESTMENT
                              MANAGEMENT, INC., its general partner
                              By:
                              ---------------------------
                              Robert V. Sinott
                              Vice President



                              ARBCO ASSOCIATES, L.P.



                              By: KAYNE ANDERSON CAPITAL ADVISORS, L.P.,
                              its general partner
                              By: KAYNE ANDERSON CAPITAL INVESTMENT
                              MANAGEMENT, INC., its general partner
                              By:
                              ---------------------------
                              Robert V. Sinott
                              Vice President


                              KAYNE ANDERSON DIVERSIFIED
                              CAPITAL PARTNERS, L.P.


                              By: KAYNE ANDERSON CAPITAL ADVISORS, L.P.,
                              its general partner
                              By: KAYNE ANDERSON CAPITAL INVESTMENT
                              MANAGEMENT, INC., its general partner
                              By:
                              ---------------------------
                              Robert V. Sinott
                              Vice President


                              KAYNE ANDERSON NON-TRADITIONAL
                              INVESTMENTS, L.P.


                              By: KAYNE ANDERSON CAPITAL ADVISORS, L.P.,
                              its general partner
                              By: KAYNE ANDERSON CAPITAL INVESTMENT
                              MANAGEMENT, INC., its general partner
                              By:
                              ---------------------------
                              Robert V. Sinott
                              Vice President