SECURITY AGREEMENT


            This SECURITY  AGREEMENT  (this  "Agreement")  dated as of April 18,
2000 is made among  RightStart.com Inc. (the "Obligor") and the Lenders referred
to below.

            The Bridge Note and Warrant Purchase Agreement dated as of even date
herewith  (the "Bridge  Note  Purchase  Agreement")  between the Obligor and the
lenders  identified  in the  Bridge  Note  Purchase  Agreement  (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 Bridge  Note
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
Bridge Note 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 1

                                   DEFINITIONS

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

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             "Obligations"  means all obligation 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
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.

            "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

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<PAGE>

shall  be  construed  as  including  all  statutory  or  regulatory   provisions
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 2

                                   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

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<PAGE>

     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 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; 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,  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.

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<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 2.04.

            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 Lender 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.

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<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 3

                                 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 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  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
Liens  imposed by 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 4
                                   COVENANTS

            4.01  Books and Records.  The Obligor will:

            (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;

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<PAGE>

            (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 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.

            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 5

                                    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;

             (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;

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

                                       9
<PAGE>


            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,  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 the other  holder 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 6

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

                                       10
<PAGE>


            To the Obligor:         RightStart.com 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 Bridge 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

                                       11
<PAGE>

such  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.  THEOBLIGOR 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.

                                       12
<PAGE>


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


                                    RIGHTSTART.COM INC.


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


                                         /s/ Fred Kayne
                                             Fred Kayne


                                         /s/ Richard Kayne
                                             Richard Kayne



                                    PALOMAR VENTURES I, L.P.

                                    By:      /s/ Jim Gauer
                                    Name:    Jim Gauer
                                    Title:   General Partner
















                        Security Agreement Signature Page




<PAGE>





                                    Exhibit D
                               Insurance Coverage

The Company  is  in  the  process  of  obtaining  denial of services  insurance,
web crime  insurance,  intellectual  property  insurance  and other web specific
insurance.

Through  The  Right  Start,  Inc.,  the  Company   has   Property     Insurance,
Crime Insurance, Excess Crime Insurance,  Liability Insurance, Employee Benefits
Liability  Insurance,   Automobile  Insurance,  Commercial  Umbrella  Insurance,
Workers'  Compensation/Employer's  Liability  Insurance,  Directors  & Officers'
Insurance  and  Employment  Practices  Liability  Insurance.  See  the  attached
description.