NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT


           This  NINTH   AMENDMENT   TO  LOAN  AND  SECURITY   AGREEMENT   (this
"Amendment")  is dated as of June 9, 2000,  and entered  into by and between THE
RIGHT START, INC., a California corporation ("Borrower"),  and HELLER FINANCIAL,
INC. ("Lender").

                                    RECITALS

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

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

           WHEREAS, Lender is willing to grant such amendments,
all upon the terms and conditions set forth herein;

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

                                    AGREEMENT

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

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

                "6.1 Net Worth.  Borrower  shall  maintain Net Worth of at least
           (a)  $6,500,000  as of April 30, 2000,  (b)  $6,500,000 as of May 31,
           2000,  (c)  $6,500,000 as of June 30, 2000, (d) $6,500,000 as of July
           31, 2000, and (e) $8,000,000 as of August 31, 2000, and as of the end
           of each month thereafter."

     3.  Representations  and  Warranties.  Borrower  represents and warrants to
Lender as follows:

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

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

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

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

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

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

     5. Effect of Amendment;  Ratification.  From and after the Effective  Date,
all references in the Loan  Documents to the Loan Agreement  shall mean the Loan
Agreement  as  amended  hereby.  The  terms  and  provisions  set  forth in this
Amendment  shall amend and supersede all  inconsistent  terms and provisions set
forth in the Agreement and, except as expressly  modified and superseded by this
                                    <PAGE>2

Amendment,  the terms and  provisions of the  Agreement are hereby  ratified and
confirmed and are and shall continue in full force and effect.

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

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

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

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

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

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


                            [SIGNATURE PAGE FOLLOWS]


                                    <PAGE>3


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



                                    THE RIGHT START, INC.



                                    By:  /s/Gina M. Engelhard
                                    -------------------------
                                    Name:  Gina M. Engelhard
                                    ------------------------
                                    Its:  CFO
                                    ---------



                                    HELLER FINANCIAL, INC.



                                    By:  /s/Barry S. O'Neall
                                    ------------------------
                                    Name:  Barry S. O'Neall
                                    -----------------------
                                    Its:  SVP
                                    ---------





                                    <PAGE>4



                                                                       Exhibit A



                         BORROWER'S CLOSING CERTIFICATE


           This  certificate  is  delivered   pursuant  to  that  certain  Ninth
Amendment  to  Loan  and  Security  Agreement  dated  as of June  9,  2000  (the
"Amendment")   between  The  Right  Start,   Inc.,   a  California   corporation
("Borrower"),  and Heller Financial, Inc. ("Lender"). Except as provided herein,
all capitalized  terms used herein which are defined in the Loan Agreement shall
have the meanings given therein. The undersigned hereby certifies to Lender that
he or she,  as  applicable,  is the duly  elected,  qualified  and acting  Chief
Executive Officer or Chief Financial Officer of Borrower, as applicable,  and on
behalf of Borrower (and not individually), further certifies to Lender that:

           1. Each  representation  and  warranty  made in Section 4 of the Loan
Agreement and in the other Loan  Documents is true,  correct and complete in all
material  respects as of the Effective Date (as defined in the Amendment) to the
same extent as though made on and as of that date, except for any representation
and warranty limited by its terms to a specific date.

           2. No event has occurred and is  continuing  or would result from the
consummation  of  the  transactions  contemplated  under  the  Amendment  on the
Effective Date which event would constitute a Default or Event of Default.

           3. Borrower has performed in all material respects all agreements and
satisfied all conditions which any Loan Document  provides shall be performed by
it on or before the Effective Date.

           4.  No  order,  judgment  or  decree  of  any  court,  arbitrator  or
governmental  authority  purports to enjoin or  restrain  Lender from making any
Loans or issuing  any Lender  Letters  of Credit to  Borrower,  or to extend the
maturity date of any Loans or Letters of Credit outstanding on the date hereof.

           5. There is not pending, or to my knowledge  threatened,  any action,
charge, claim, demand, suit, proceeding, petition, governmental investigation or
arbitration  against or affecting  Borrower or any of its property  that has not
been disclosed by Borrower in writing,  and there has occurred no development in
any such action, charge, claim, demand, suit, proceeding, petition, governmental
investigation  or arbitration so disclosed that could  reasonably be expected to
have a Material Adverse Effect.

           6. No event or condition has occurred since the fiscal quarter ending
on April  28,  2000,  which  constitutes  or could  reasonably  be  expected  to
constitute a Material  Adverse Effect or which has not been previously and fully
disclosed to Lender in writing.
<PAGE>

           7.  On the  date  hereof  after  giving  effect  to the  transactions
contemplated  by the Amendment on the date hereof and the payment by Borrower of
all costs, fees and expenses related thereto,  Borrower (a) owns assets the fair
salable value of which are (i) greater than the total amount of its  liabilities
(including contingent liabilities) and (ii) greater than the amount that will be
required to pay the probable  liabilities  of Borrower as they  mature;  (b) has
capital that is not unreasonably  small in relation to its business as presently
conducted or any contemplated or undertaken transaction; and (c) does not intend
to incur and does not believe that it will incur debts beyond its ability to pay
such debts as they become due.

           8. The  conditions  precedent set forth in Section 4 of the Amendment
have been satisfied.

           IN WITNESS WHEREOF, the undersigned has duly executed this Borrower's
Closing Certificate on behalf of Borrower this 9th day of June, 2000.


                                    THE RIGHT START, INC.




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



                                    By:  /s/Gina M. Engelhard
                                    -------------------------------
                                    Name:  Gina M. Engelhard
                                    -------------------------------
                                    Title:  Chief Financial Officer
                                    -------------------------------