RightStart.com Inc.


                         SECURED BRIDGE NOTE AND WARRANT
                               PURCHASE AGREEMENT

            THIS  SECURED  BRIDGE  NOTE AND  WARRANT  PURCHASE  AGREEMENT  (this
"Agreement")  is  made  as  of  the  18th  day  of  April  2000,  by  and  among
RightStart.com  Inc., a Delaware  corporation  (the  "Company")  and Fred Kayne,
Richard Kayne and Palomar Ventures I, L.P. (the "Investors").

            THE PARTIES HEREBY AGREE AS FOLLOWS:

1.    PURCHASE AND SALE OF SECURITIES.

1.1   Sale and Issuance of Securities.

            Subject to the terms and conditions of this Agreement, the Investors
agree to purchase the Company's 10% Secured Bridge Notes (the "Bridge Notes") in
the aggregate principal amount of $3,000,000 and warrants ("Bridge Warrants") to
purchase an  aggregate  of 150,000  shares of common  stock,  par value $.01 per
share  ("Common  Stock,"  such Common  Stock as is issued  upon  exercise of the
Bridge  Warrants,  together with the Bridge Notes and the Bridge  Warrants,  the
"Securities"),  as more  specifically  set forth below:

     (i) Fred Kayne agrees to purchase at the Closing, and the Company agrees to
sell to such Investor at the Closing,  $1,000,000 in aggregate  principal amount
of Bridge Notes and Bridge Warrants to purchase an aggregate of 50,000 shares of
Common Stock.

     (ii)  Richard  Kayne  agrees to  purchase at the  Closing,  and the Company
agrees  to  sell  to such  Investor  at the  Closing,  $1,000,000  in  aggregate
principal amount of Bridge Notes and Bridge Warrants to purchase an aggregate of
50,000 shares of Common Stock.

     (iii) Palomar  Ventures I, L.P. agrees to purchase at the Closing,  and the
Company  agrees to sell to such  Investor at the Closing,  $180,000 in aggregate
principal amount of Bridge Notes and Bridge Warrants to purchase an aggregate of
9,000 shares of Common Stock.

            Each of the  Investors  agrees  to pay in cash by wire  transfer  of
immediately  available  funds at Closing to the Company  payment in full for the
Securities so purchased by such Investor.
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 1.2 Closing.

     (a) The purchase and sale of the Securities shall take place at the offices
of Milbank, Tweed, Hadley & McCloy LLP, Los Angeles,  California, at 10 a.m., on
April 18,  2000,  or at such other time and place as the Company  and  Investors
purchasing  more than fifty percent (50%) of the aggregate  principal  amount of
the Bridge Notes being sold under this Agreement  shall mutually  agree,  either
orally or in writing (which time and place are designated as the "Closing").

            Upon  receipt of  payment  for the  Securities  at the  Closing  (in
accordance with Section 1.1 above), the Company shall deliver to each Investor a
Bridge  Note  (substantially  in the form  attached  hereto as Exhibit A) in the
aggregate  principal  amount  purchased by such Investor and Bridge  Warrants to
purchase  the  aggregate  number of shares of  Common  Stock  purchased  by such
Investor.

2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

            The Company hereby  represents and warrants to each Investor that as
of the date of this  Agreement,  except as set forth on a Schedule of Exceptions
furnished  to  each  Investor  and  special  counsel  for the  Investors,  which
exceptions  shall be deemed to  supplement  and inform the  representations  and
warranties contained in this Agreement as if made hereunder:

     2.1   Organization; Good Standing; Qualification.

            The Company is a corporation duly organized,  validly existing,  and
in good  standing  under the laws of the State of  Delaware,  has all  requisite
corporate  power and authority to own and operate its properties and to carry on
its business as now  conducted  and as presently  proposed to be  conducted,  to
execute and deliver this  Agreement and the Bridge Notes,  to issue and sell the
Bridge  Notes,  to issue  and sell the  Bridge  Warrants  and the  Common  Stock
issuable  upon  exercise  thereof  and to  carry  out  the  provisions  of  this
Agreement.  The Company has all requisite corporate power and authority to issue
and sell the warrants (the  "Contingent  Warrants")  exercisable  if the Company
were to default in its obligations  under the Bridge Notes, and the Common Stock
issuable upon exercise  thereof after filing of an amendment to its  certificate
of incorporation  to the extent  required.  The Company is duly qualified and is
authorized to transact business and is in good standing as a foreign corporation
in each  jurisdiction  in which the failure to so qualify  would have a material
adverse effect on its business, properties, prospects, or financial condition.

     2.2   Authorization.

            All  corporate  action  on the part of the  Company,  its  officers,
directors  and  stockholders  necessary  for the  authorization,  execution  and
delivery  of this  Agreement  and  the  Bridge  Notes,  the  performance  of all
obligations  of the Company  hereunder and  thereunder  at the Closing,  and the
authorization, issuance (or reservation for issuance), sale, and delivery of the
Bridge Warrants being sold hereunder and the Common Stock issuable upon exercise
thereof and the  Contingent  Warrants  exercisable in the event of default under

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the Bridge Notes and the Common Stock issuable upon exercise  thereof,  has been
taken or will be taken prior to the Closing or, in the case of the Common  Stock
issuable upon exercise of the Contingent  Warrants,  prior to their isuance, and
this Agreement,  the Bridge Warrants,  Contingent Warrants and the Bridge Notes,
when  executed  and  delivered,   will  constitute  valid  and  legally  binding
obligations  of the Company,  enforceable  in accordance  with their  respective
terms   except   (i)  as   limited   by   applicable   bankruptcy,   insolvency,
reorganization,  moratorium,  and other  laws of general  application  affecting
creditors'  rights   generally,   (ii)  as  limited  by  laws  relating  to  the
availability  of specific  performance,  injunctive  relief,  or other equitable
remedies,  and (iii) as to  rights to  indemnity  and  contribution  that may be
limited by applicable  laws.

     2.3 Valid Issuance of Securities. The Bridge Notes that are being purchased
by the Investor hereunder,  when issued,  sold, and delivered in accordance with
the terms of this Agreement for the consideration expressed herein, will be duly
and validly issued. The Bridge Warrants that are being purchased by the Investor
hereunder and Contingent Warrants  exercisable in the event of default under the
Bridge Notes,  when issued,  sold, and delivered in accordance with the terms of
this Agreement for the consideration  expressed herein, will be duly and validly
issued,  fully paid,  and  nonassessable,  and will be free of  restrictions  on
transfer other than restrictions on transfer under this Agreement, the agreement
representing  the Bridge Warrants and the agreement  representing the Contingent
Warrants,  respectively, and under applicable state and federal securities laws.
The Common Stock  issuable upon exercise of the Bridge  Warrants and  Contingent
Warrants has been duly and validly  reserved for issuance  and, upon issuance in
accordance with the terms of the Bridge Warrants and Contingent Warrants (and in
the case of the Contingent Warrants upon filing of an amendment to the Company's
certificate  of  incorporation  if  necessary),  respectively,  will be duly and
validly issued,  fully paid, and  nonassessable and will be free of restrictions
on transfer other than  restrictions  on transfer under this Agreement and under
applicable state and federal securities laws.Governmental Consents.

     2.4 Governmental Consents. No consent,  approval,  qualification,  order or
authorization  of, or filing with,  any local,  state,  or federal  governmental
authority  is  required  on the  part of the  Company  in  connection  with  the
Company's  execution,  delivery,  or performance by it of its obligations  under
this Agreement,  the offer, sale or issuance of the Bridge Notes by the Company,
the offer,  sale or issuance of the Bridge Warrants by the Company,  the sale or
issuance of the  Contingent  Warrants  by the Company or the  issuance of Common
Stock  upon  exercise  of  the  Bridge  Warrants  or  the  Contingent  Warrants,
respectively,  except (i) such  filings as have been made prior to the  Closing,
any  notices of sale  required  to be filed  with the  Securities  and  Exchange
Commission  under  Regulation D of the  Securities  Act of 1933, as amended (the
"Securities  Act"),  or  such  post-closing  filings  as may be  required  under
applicable  state  securities  laws,  which  will be  timely  filed  within  the
applicable periods  therefore,  (ii) such consents,  approvals,  qualifications,
orders  or  authorizations  that the if not  obtained  could not  reasonably  be
expected to have a material  adverse effect on the Company and (iii) in the case
of the Contingent  Warrants,  filing of an amendment with the Secretary of State
of the State of Delaware  increasing  the number of authorized  shares of Common
Stock of the  Company  if more than  8,248,500  shares  of  Common  Stock may be
received upon exercise of the Contingent Warrants.

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<PAGE>

     2.5 Capitalization and Voting Rights; Subsidiaries.

            The  authorized  capital of the Company  consists,  or will  consist
immediately  prior  to the  Closing,  of:

     (a) Preferred Stock.  Five Million  (5,000,000)  shares of Preferred Stock,
par  value  $.01,  of which  3,333,333  shares  have  been  designated  Series A
Preferred Stock, none of which are outstanding on the date of this Agreement.

     (b) Common Stock.  Twenty Million  (20,000,000)  shares of Common Stock, of
which 9,100,000 shares are issued and outstanding on the date of this Agreement.

     (c) The  outstanding  shares of Common Stock have been duly  authorized and
validly issued, are fully paid and nonassessable,  and were issued in accordance
with the registration or qualification  provisions of the Securities Act and any
relevant state securities laws or pursuant to valid exemptions therefrom.

            Except for (i) the exercise  privileges  of the Bridge  Warrants and
Contingent Warrants (to the extent exercisable), and (ii) the rights provided in
the Investors' Rights Agreement,  dated July 9, 1999 between the Company and the
investors listed therein (the "Investors'  Rights  Agreement"),  (iii) 1,822,500
options to purchase  shares of the  Company's  Common  Stock  granted  under the
RightStart.com  1999 Stock Option Plan (the "Option Plan"),  (iv) 182,000 shares
of Common Stock issuable upon exercise of the warrants  issued to CEA Montgomery
Media L.L.C.  and its  affiliates,  (v) 165,000  shares of Common Stock issuable
upon  exercise  of the  warrant  issued to Sierra  Ventures  VII,  L.P.  and its
affiliates and (vi) 136,500 shares of Common Stock issuable upon exercise of the
warrants issued to Oxygen Media LLC and its affiliates, there are no outstanding
options, warrants, rights (including conversion or preeemptive rights and rights
of first refusal), proxy or stockholder agreements or agreements of any kind for
the  purchase  or  acquisition  from the  Company of any of its  securities.  In
addition,  the Company has reserved an additional  195,000  shares of its Common
Stock for issuance  upon exercise of options to be granted after the date hereof
under the Option  Plan.  The Company is not a party or subject to any  agreement
that affects or relates to the voting or giving of written consents with respect
to any  security  or the voting by a director of the  Company  except  under the
agreements set forth on Schedule 2.7 to the Schedule of Exceptions.

            The Company  does not own or control,  directly or  indirectly,  any
interest  in any other  corporation,  partnership,  limited  liability  company,
association,   or  other  business  entity.  The  Company  currently  is  not  a
participant in any joint venture,  partnership,  or similar  arrangement  (other
than the  transaction  set forth in this  Agreement).

     2.6  Contracts and Other Commitments.

            The Company does not have and is not bound by any material contract,
agreement, lease, commitment, or proposed transaction,  judgment, order, writ or
decree, written or oral, absolute or contingent, other than those that have been
entered into in the ordinary course of business or are set forth on Schedule 2.6
of the Schedule of Exceptions.

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<PAGE>

     2.7   Related-Party Transactions.

            No  employee,  officer,  stockholder  or  director of the Company or
member of his or her immediately  family is indebted to the Company,  nor is the
Company  indebted or committed to make loans,  or other  payments,  or extend or
guarantee  credit to any of them,  other than (i) indebtedness or commitments in
an amount less than $10,000  (ii) for payment of salary for  services  rendered,
(iii)  reimbursement for reasonable  expenses incurred on behalf of the Company,
(iv) for other  standard  employee  benefits  made  generally  available  to all
employees (including stock option agreements  outstanding under any stock option
plan  approved by the Board of  Directors of the  Company),  (v) pursuant to the
terms of a Management  Services  Agreement  dated July 9, 1999 between The Right
Start, Inc. ("TRS") and the Company (the "Management Services Agreement"),  (vi)
pursuant to the terms of an Intellectual  Property  Agreement dated July 9, 1999
between TRS and the Company (the "Intellectual  Property Agreement"),  and (vii)
those  additional  agreements  set  forth on  Schedule  2.6 of the  Schedule  of
Exceptions.

     2.8   Registration Rights.

            Except as granted to Investors in connection  with the  transactions
contemplated by this Agreement,  the Bridge Warrants and Contingent Warrants (to
the extent  exercisable),  the  Subscription  Agreement  between the Company and
Oxygen  Media,  LLC,  dated as of December  30, 1999 (the  "Oxygen  Subscription
Agreement") and the Investors' Rights Agreement and the other agreements set for
on Schedule 2.7 to the  Schedule of  Exceptions,  the Company is  presently  not
under any obligation to file any registration statement under the Securities Act
relating to any outstanding securities of the Company or to have any outstanding
securities of the Company included in any registration  statement filed or to be
filed under the Securities Act.

     2.9   Permits.

            The Company has all franchises,  permits,  licenses, and any similar
authority  necessary for the conduct of its business as now being  conducted and
as currently  proposed to be conducted by it, the lack of which could materially
and adversely affect the business, properties, prospects, or financial condition
of the  Company.  To its  knowledge,  Company is not in default in any  material
respect  under  any of such  franchises,  permits,  licenses  or  other  similar
authority.

     2.10 Compliance With Other Instruments.

            The  Company  is not in  violation  or default  (i) in any  material
respect of any provision of its Certificate of Incorporation, as amended through
the date hereof (the  "Certificate  of  Incorporation")  or Bylaws,  (ii) in any
material  respect of any  provision of any material  agreement,  instrument,  or
contract to which it is a party or by which it is bound, or (iii) to the best of
its knowledge,  of any federal or state judgment,  order, writ, decree, statute,
rule,  regulation or  restriction  applicable  to the Company,  the violation of
which  would have a  material  adverse  effect on the  Company.  The  execution,
delivery, and performance by the Company of this Agreement, and the consummation
of the transactions  contemplated  hereby, will not result in any such violation
or constitute, with or without the passage of time or giving of notice, either a

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material  default  under any such  provision  or an event  that  results  in the
creation of any material lien,  charge,  or  encumbrance  upon any assets of the
Company or the suspension,  revocation, impairment, forfeiture, or nonrenewal of
any material  permit,  license,  authorization,  or approval  applicable  to the
Company,  its business or operations,  or any of its assets or properties.

     2.11  Litigation.

            There is no litigation or governmental  proceeding or  investigation
pending  or,  to the best of the  knowledge  of the  Company,  threatened  by or
against the Company which, individually or in the aggregate, could reasonably be
expected to have a material adverse effect on the Company.  Neither the Company,
nor, to the best  knowledge  of the Company,  any officer of the Company,  is in
default with respect to any material order, writ, injunction,  decree, ruling or
decision of any court,  commission,  board or other government  agency affecting
the Company.

     2.12  Securities Act.

            Subject to the truth and accuracy of the Investor's  representations
set forth in this Agreement,  the offer,  sale and issuance of the Securities as
set forth in this Agreement are exempt from the registration requirements of the
Securities Act.

     2.13 Title to Property and Assets; Leases.

            Except  for (i) liens for  current  taxes not yet  delinquent,  (ii)
liens  imposed  by law and  incurred  in the  ordinary  course of  business  for
obligations not past due to carriers,  warehousemen,  laborers,  customs agents,
materialmen  and the like,  (iii) liens in respect of pledges or deposits  under
workers'  compensation  laws or similar  legislation  or (iv)  minor  defects in
title, none of which,  individually or in the aggregate,  materially  interferes
with the use of such property, the Company has good and marketable title to such
of its fixed assets as are real property, and good and merchantable title to all
of its other assets, free of any mortgages,  pledges,  charges,  claims,  liens,
security  interests or other  encumbrances,  except as could not  reasonably  be
expected to have a material  adverse  effect on the Company.  The Company enjoys
peaceful  and  undisturbed  possession  under all leases  under  which it is the
lessee,  and all said  leases  are valid and  subsisting  and in full  force and
effect,  subject  to  clauses  (i)-(iv)  above,  and  except as would not have a
material adverse effect on the Company.

     2.14  Guarantees; Accounting Systems.

            The Company is not a guarantor or indemnitor of any  indebtedness of
any other firm,  person or corporation.  The Company maintains and will continue
to maintain a standard  system of accounting  established  and  administered  in
accordance with generally accepted accounting principles.

     2.15  Patents and Trademarks.

            To the best of its knowledge,  the Company owns or has a valid right
to use the patents, patent rights, licenses, permits, trade secrets, trademarks,
trade names, franchises, copyrights, inventions and intellectual property rights

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(collectively,  "Intellectual  Property  Rights")  being  used  to  conduct  its
business as now operated and as now proposed to be operated, except Intellectual
Property Rights that could not reasonably be expected to have a material adverse
effect on the Company; and to the best of the Company's  knowledge,  the conduct
of its business as now operated and as now proposed to be operated  does not and
will not materially  conflict with Intellectual  Property Rights of others.  The
Company  has not  received  any  communications  alleging  that the  Company has
violated,  or by conducting  its business as proposed,  would violate any of the
Intellectual  Property Rights of any other person or entity.  The Company has no
obligation to  compensate  any person for the use of any  Intellectual  Property
Rights,  except as required  pursuant to the terms of the Intellectual  Property
Agreement,  the agreement(s) between TRS and Guidance Solutions,  Inc. regarding
the  development of the Company's web site and pursuant to business  development
or affiliation agreements. The Company has not granted to any person any license
or right to use any  Intellectual  Property  Rights  of the  Company  except  as
required  by  the  terms  of  the  Intellectual   Property   Agreement  and  the
agreement(s) between TRS and Guidance Solutions,  Inc. regarding the development
of the Company's web site and pursuant to business  development  or  affiliation
agreements.

     2.16 Employees; Employee Compensation.

            To the best of the Company's  knowledge,  there is no strike,  labor
dispute or union  organization  activities  pending or threatened between it and
its  employees.  None  of  the  Company's  employees  belongs  to any  union  or
collective bargaining unit. There are no unfair labor practice charges,  pending
trials with respect to unfair labor practice charges, pending material grievance
proceedings  or adverse  decisions  of a Trial  Examiner of the  National  Labor
Relations  Board against the Company.  The Company is not a party to or bound by
any currently effective employment contract,  deferred  compensation  agreement,
bonus plan,  incentive plan, profit sharing plan,  retirement agreement or other
employee compensation agreement other than the Company's 1999 Stock Option Plan.
Subject to general principles related to wrongful termination of employees,  the
employment of each officer and employee of the Company is terminable at the will
of the Company.  To the best knowledge of the Company,  relations with employees
of the Company are good.

     2.17 Taxes.

            The Company has not elected pursuant to the Internal Revenue Code of
1986,  as  amended  (the  "Code"),  to  be  treated  as  an S  corporation  or a
collapsible  corporation  pursuant to Section  1362(a) or Section  341(f) of the
Code,  nor has it made any other  elections  pursuant  to the Code  (other  than
elections  that  related  solely to  methods  of  accounting,  depreciation,  or
amortization)  that  would  have a  material  adverse  effect  on the  business,
properties,  prospects,  or financial condition of the Company.  The Company has
never  had  any tax  deficiency  proposed  or  assessed  against  it and has not
executed  any  waiver  of  any  statute  of  limitations  on the  assessment  or
collection of any tax or governmental charge.

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     2.18 Insurance.

            The  Company  carries  or  is  covered  by  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 on Exhibit D.

     2.19 Environmental Compliance.

            To the best of its knowledge, the Company is not in violation of any
applicable   statute,   law  or  regulation   relating  to  the  environment  or
occupational  health and safety,  and to the best of its knowledge,  no material
expenditures  are or will be required in order to comply with any such  existing
statute, law or regulation.

     2.20 Books and Records.

            The books of account, ledgers, order books, records and documents of
the Company accurately reflect all material information relating to the business
of the Company, the nature, acquisition, maintenance, location and collection of
the assets of the Company, and the nature of all transactions giving rise to the
obligations or accounts receivable of the Company.

     2.21  Finders.

            The  Company  has not  entered  into any  agreements  for  which the
Company,  its  officers,  directors,  or the Investor will be liable for finders
fees relating to the transactions set forth in this Agreement.

     2.22  Investment Company.

            The Company is not an "investment company" or a company "controlled"
by an "investment  company" within the meaning of the Investment  Company Act of
1940, as amended, or the regulations promulgated thereunder.

3.    REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.

            Each  Investor  hereby  represents  and  warrants  to  the  Company,
separately and not jointly, that:

     3.1   Authorization.

            The  Investor  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 Investor.

     3.2   Purchase Entirely for Own Account.

            This  Agreement  is made  with the  Investor  in  reliance  upon the
Investor's  representation  to the  Company,  which  by its  execution  of  this

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Agreement the Investor hereby  confirms,  that the Securities to be purchased by
the Investor will be acquired for investment for the Investor'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 the  Investor  has no  present  intention  of  selling,
granting any participation in, or otherwise  distributing the same. By executing
this Agreement,  the Investor further represents that the Investor 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.

     3.3 Reliance Upon Investors' Representations.

            The Investor  understands  that the  Securities  are not (and in the
case  of  Common  Stock  issuable  upon  exercise  of the  Bridge  Warrants  and
Contingent Warrants  respectively,  will not be) 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 the Investors'  representations set forth herein. The
Investor  realizes  that the  basis for the  exemption  may not be  present  if,
notwithstanding such representations,  the Investor 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.  The  Investor  has no  such
intention.

     3.4   Receipt of Information.

            The Investor  believes that it has received all the  information the
Investor considers necessary or appropriate for deciding whether to purchase the
Securities.  The Investor  further  represents that it has had an opportunity to
ask  questions  and receive  answers  from the Company  regarding  the terms and
conditions  of the  offering of the  Securities  and the  business,  properties,
prospects,  and  financial  condition  of the Company  and to obtain  additional
information  (to the extent the  Company  possessed  such  information  or could
acquire it  without  unreasonable  effort or  expense)  necessary  to verify the
accuracy of any information furnished to the Investor or to which it had access.

     3.5 Investment Experience.

            The Investor  represents  that it is  experienced  in evaluating and
investing in private  placement  transactions  of  securities  of companies in a
similar stage of development as the Company and acknowledges  that it is able to
fend for itself,  can bear the economic risk of the Investor's  investment,  and
has such  knowledge and  experience  in financial and business  matters that the
Investor is capable of evaluating  the merits and risks of the investment in the
Securities.  The Investor also represents that it has not been organized for the
purpose of acquiring the Securities.

     3.6   Accredited Investor.

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

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          (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; any insurance company as defined in
     Section 2(13) of the  Securities  Act; any  investment  company  registered
     under the Investment Company Act of 1940 or a business  development company
     as defined in Section  2(a)(48) of that Act; any Small Business  Investment
     Company  licensed by the U.S. Small Business  Administration  under Section
     301(c)  or (d) of the  Small  Business  Investment  Act of  1958;  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 Security Act of 1974, 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;

          (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

                                       10
<PAGE>


          (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 Paragraph 3.6(a),  "income" means actual economic
income,  which may differ from  adjusted  gross income for income tax  purposes.
Accordingly,  the Investor should  consider  whether it should add any or all of
the following  items to the  Investor's  gross income for income tax purposes in
order to reflect more  accurately the Investor'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.

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

     3.7 Restricted Securities

            The  Investor  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.

     3.8 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:

       (a) The following  legend under the Securities Act:

            "THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
            OF 1993, AS AMENDED,  OR ANY APPLICABLE  STATE SECURITIES LAWS. THEY
            MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR  HYPOTHECATED IN THE
            ABSENCE OF A  REGISTRATION  STATEMENT  IN EFFECT WITH RESPECT TO THE
            SECURITIES  UNDER  SUCH  ACT  AND  APPLICABLE  LAWS  OR  SOME  OTHER
            EXEMPTION  FROM  THE  REGISTRATION  REQUIREMENTS  OF  SUCH  ACT  AND
            APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
            THAT SUCH REGISTRATION IS NOT REQUIRED

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

                                       11
<PAGE>

4.  CONDITIONS OF INVESTORS' OBLIGATIONS AT CLOSING.

            The  obligations  of the Investors  under  subparagraph  1.1 of this
Agreement are subject to the fulfillment on or before the Closing of each of the
following  conditions,  the waiver of which shall not be  effective  against any
Investor that does not consent in writing thereto:

      4.1  Representations and Warranties.

            The  representations  and  warranties  of the Company  contained  in
Section  2 shall  be true on and as of the  date of the  Closing  with  the same
effect as though such  representations and warranties had been made on and as of
the date of the Closing.

       4.2  Performance.

            The Company shall have  performed and complied with all  agreements,
obligations,  and conditions contained in this Agreement that are required to be
performed or complied with by it on or before the Closing.

        4.3  Qualifications.

            All   authorizations,   approvals   or  permits,   if  any,  of  any
governmental  authority or regulatory  body of the United States or of any state
that are  required  in  connection  with  the  lawful  issuance  and sale of the
Securities  pursuant  to this  Agreement  shall  have  been  duly  obtained  and
effective as of the Closing.

      4.4  Proceedings and Documents.

            All  corporate  and  other   proceedings  in  connection   with  the
transactions  contemplated  at the Closing and all  documents  incident  thereto
shall  be  reasonably  satisfactory  in form  and  substance  to the  Investors'
counsel.

             4.5  Other Agreements and Filings.

            The Company shall have  executed and  delivered the Bridge  Warrants
substantially  in the form attached hereto as Exhibit B-1,  Contingent  Warrants
substantially  in the form  attached  hereto  as  Exhibit  B-2 and the  Security
Agreement  substantially  in the form attached  hereto as Exhibit C. The Company
shall have filed  UCC-1  financing  statements  with the  Secretary  of State of
California,   the  Secretary  of  the   Commonwealth  of  Pennsylvania  and  the
Prothonotary of the Cumberland County Pennsylvania.



                                       12
<PAGE>

5. CONDITIONS OF THE COMPANY'S OBLIGATIONS AT CLOSING.

            The obligations of the Company to the Investors under this Agreement
are  subject  to the  fulfillment,  on or  before  the  Closing,  of each of the
following conditions by each of the Investors:

      5.1  Representations and Warranties.

            The   representations  and  warranties  of  each  of  the  Investors
contained  in  Section  3 shall be true on and as of the  Closing  with the same
effect as though such  representations and warranties had been made on and as of
the date of the Closing.

      5.2  Qualifications.

            All   authorizations,   approvals,   or  permits,  if  any,  of  any
governmental  authority or regulatory  body of the United States or of any state
or the  approval  or  authorization  of any other  entity  that are  required in
connection with the lawful issuance and sale of the Securities  pursuant to this
Agreement shall have been duly obtained and effective as of the Closing.



6.  REGISTRATION RIGHTS.


       6.1 Demand  Registration.  If the Company shall receive at any time after
its initial  firm-commitment  public  offering  (so long as such  request is not
within 180 days after the effective  date of a registration  statement  filed by
the Company  covering an  underwritten  offering of an of its  securities to the
public) a written  request  from holders  ("Holders")  of shares of Common Stock
issued or to be issued  upon  exercise  of any  Bridge  Warrants  or  Contingent
Warrants (if such Contingent Warrants are exercisable),  respectively  ("Warrant
Stock") holding at least 666,667 shares of Common Stock, that the Company file a
registration  statement  for its  Common  Stock,  then  the  Company  shall  use
commercially  reasonable  efforts to effect  such  registration,  on Form S-3 or
successor form replacing Form S-3, if practicable, as would permit or facilitate
the sale and  distribution  of all or such portion of such  Warrant  Stock as is
specified in such request. For purposes of this Agreement,  the term "Restricted
Securities" shall mean all Bridge Warrants,  Contingent  Warrants (to the extent
exercisable)  and Warrant  Stock that bear the  restrictive  legend set forth in
Section 9.3 of the Bridge Warrants and Contingent Warrants, respectively.

            If the managing  underwriter  for the respective  offering,  if any,
advises the Company in writing that the inclusion in such  registration  of some
or all of the Warrant  Stock sought to be registered by the Holder or Holders in
its  opinion  will cause the  proceeds  or the price per unit the Company or the
requesting or demanding holder of securities will derive from such  registration
to be reduced or that the number of  securities to be registered at the instance
of the  Company  or such  requesting  or  demanding  holder  plus the  number of
securities  sought to be  registered  by the Holders is too large a number to be

                                       13
<PAGE>

reasonably  sold,  the number of  securities  sought to be  registered  for each
Holder  shall be reduced pro rata,  in  proportion  to the number of  securities
sought to be  registered by all Holders,  to the extent  necessary to reduce the
number of securities to be registered to the number  recommended by the managing
underwriter  (the  "Recommended   Number"),   subject  at  all  times  to  those
registration  rights granted to certain holders of the Company's  securities set
forth in the Investors' Rights Agreement,  the Oxygen Subscription Agreement and
the Registration Rights Agreement dated October 30, 1999 between the Company and
Guidance Solutions, Inc. (the "Guidance Registration Rights Agreement").


      6.2  Incidental  Registration.  If the  Company  at any time  proposes  to
register any of its securities  under the Securities Act on Form S-1, S-2 or S-3
or the equivalent (otherwise than to register debt securities under Form S-3, or
any comparable  successor form),  whether of its own accord or at the request of
any holder or holders of such  securities,  it will each such time give  written
notice to all holders of outstanding  Restricted  Securities of its intention so
to do.

            Upon  the  written  request  of a  holder  or  holders  of any  such
Restricted Securities given within 30 days after receipt of any such notice, the
Company will use commercially reasonable efforts to cause all Warrant Stock, the
holder or holders of which shall have so requested  registration  thereof, to be
registered under the Securities Act pursuant to such registration statement, all
to the extent  requisite to permit the sale or other  disposition (in accordance
with the intended  methods  thereof as aforesaid) by the  prospective  Holder or
Holders of the Warrant Stock so registered.

            If the managing  underwriter  for the respective  offering,  if any,
advises the Company in writing that the inclusion in such  registration  of some
or all of the Warrant  Stock sought to be registered by the Holder or Holders in
its  opinion  will cause the  proceeds  or the price per unit the Company or the
requesting or demanding holder of securities will derive from such  registration
to be reduced or that the number of  securities to be registered at the instance
of the  Company  or such  requesting  or  demanding  holder  plus the  number of
securities  sought to be  registered  by the Holders is too large a number to be
reasonably  sold,  the number of  securities  sought to be  registered  for each
Holder  shall be reduced pro rata,  in  proportion  to the number of  securities
sought to be  registered by all Holders,  to the extent  necessary to reduce the
number of securities to be registered to the Recommended Number,  subject at all
times to those  registration  rights granted to certain holders of the Company's
securities set forth in the Investors' Rights Agreement, the Oxygen Subscription
Agreement and the Guidance Registration Rights Agreement.

      6.3   Registration Procedures.

                  (i) If and whenever the Company is required by the  provisions
of  this  Section  6 to  use  commercially  reasonable  efforts  to  effect  the
registration  of any of the Warrant Stock under the Securities  Act, the Company
will (except as  otherwise  provided in this  Agreement),  as  expeditiously  as
possible,

                                       14
<PAGE>

                  (A) cooperate with any  underwriters  for, and the Holders of,
such  Warrant  Stock,  and will  enter into a usual and  customary  underwriting
agreement with respect thereto  (provided that the Company shall not be required
to enter  into more than two such  underwriting  agreements  (one for a domestic
offering  and one for an  international  offering) in  connection  with any such
registration)  and take all such other  reasonable  actions as are  necessary or
advisable to permit,  expedite and  facilitate  the  disposition of such Warrant
Stock in the manner contemplated by the related registration  statement, in each
case to the same extent as if all the securities then being offered were for the
account of the Company, and the Company will provide to any Holder of Restricted
Securities,  any underwriter  participating in any distribution thereof pursuant
to a  registration  statement,  and any  attorney,  accountant  or  other  agent
retained by any Holder or underwriter,  reasonable access to appropriate Company
officers and employees to answer questions and to supply information  reasonably
requested  by any such Holder,  underwriter,  attorney,  accountant  or agent in
connection with such registration statement;

                  (B) furnish or cause to be furnished to each Holder of Warrant
Stock covered by such registration statement,  addressed to such Holders, a copy
of the opinion of counsel for the Company,  and a copy of the  "comfort"  letter
signed by the  independent  public  accountants who have certified the Company's
financial  statements included in the registration  statement,  delivered on the
closing date to the underwriters of such Warrant Stock;

                  (C)  prepare  and file  with  the  Commission  a  registration
statement  with  respect  to such  securities  and use  commercially  reasonable
efforts to cause such registration statement to become and remain effective; and
prepare and file with the Commission  such  amendments  and  supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration  statement  effective and to comply with the
provisions of the Securities  Act with respect to the sale or other  disposition
of all securities covered by such registration  statement whenever the Holder or
Holders of such  securities  shall  desire to sell or  otherwise  dispose of the
same; provided that no such registration  statement will be filed by the Company
until  counsel for the Holders of securities  included  therein shall have had a
reasonable  opportunity  to review the same and to exercise  their  rights under
clause (A) above with respect thereto and no amendment to any such  registration
statement  naming such Holders as selling  shareholders  shall be filed with the
Commission  until such Holders shall have had at least seven days to review such
registration  statement  as  originally  filed and  theretofore  amended  and to
exercise their rights under clause (A) above;

                  (D) furnish to each Holder such numbers of copies of a summary
prospectus  or  other  prospectus,   including  a  preliminary  prospectus,   in
conformity  with  the  requirements  of  the  Securities  Act,  and  such  other
documents,  as such Holder may  reasonably  request in order to  facilitate  the
public sale or other disposition of the securities owned by such Holder;

                  (E) use commercially reasonable efforts to register or qualify
the  securities  covered  by  such  registration   statement  under  such  other
securities or blue sky laws of such  jurisdictions as each Holder shall request,
and do any and all other acts and things  which may be necessary or advisable to
enable such Holder to consummate  the public sale or other  disposition  in such

                                       15
<PAGE>

jurisdictions  of the securities  owned by such Holder,  except that the Company
shall not for any such  purpose  be  required  to qualify  to do  business  as a
foreign  corporation  in any  jurisdiction  wherein it is not so qualified or to
file therein any general consent to service;

                  (F) in the event of the issuance of any stop order  suspending
the  effectiveness of any  registration  statement or of any order suspending or
preventing  the use of any  prospectus or suspending  the  qualification  of any
Warrant Stock for sale in any jurisdiction,  use commercially reasonable efforts
promptly to obtain its withdrawal;

                  (G) in the event any  prospectus  used in connection  with the
distribution  of Warrant Stock  registered  under the Securities Act pursuant to
the  provisions of this Section 6 is discovered to contain any untrue  statement
of any material  fact or any omission to state  therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
promptly  provide each Holder that shall have requested  registration of Warrant
Stock with amended prospectuses correcting such statements;

                  (H) otherwise use  commercially  reasonable  efforts to comply
with all applicable rules and regulations of the Commission; and

                  (I) list such  securities on any securities  exchange on which
any stock of the Company is then listed,  if the listing of such  securities  is
then  permitted  under  the  rules of such  exchange;  provided,  however,  that
notwithstanding  any other provision of this Section 6, the Company shall not be
required to maintain  the  effectiveness  of any  registration  statement  for a
period  in excess of one year.  From  time to time  after a  transfer  of Bridge
Warrants,  Contingent  Warrants  or Warrant  Stock  pursuant  to a  registration
statement,  the Company  will file all reports  required to be filed by it under
the Securities  Act, the Exchange Act and the rules and  regulations  adopted by
the Securities and Exchange  Commission  thereunder,  and will take such further
action as any Holder or Holders of Warrant Stock may reasonably request,  all to
the extent  required to enable such  Holders to sell Warrant  Stock  pursuant to
such laws and regulations thereunder.

                  (ii)  In  connection  with  the   registration  of  Restricted
Securities  under the  Securities Act pursuant to the provisions of this Section
6, each  Holder of  Restricted  Securities  requesting  such  registration  will
(except as otherwise provided in this Agreement), as expeditiously as possible,

                  (A) in the event of the issuance of any stop order  suspending
the  effectiveness of any  registration  statement or of any order suspending or
preventing  the use of any  prospectus or suspending  the  qualification  of any
Restricted  Securities  for  sale  in any  jurisdiction,  use its  best  efforts
promptly to discontinue the disposition of such Restricted  Securities  owned by
such Holder in such jurisdiction until such order has been withdrawn; and

                  (B) in the event any  prospectus  used in connection  with the
distribution  of  Restricted  Securities  registered  under the  Securities  Act
pursuant to the provisions of this Section 6 is discovered to contain any untrue

                                       16
<PAGE>

statement of any material  fact or any omission to state therein a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading, use its best efforts promptly to discontinue the disposition of such
Restricted Securities owned by such Holder until amended prospectuses correcting
such statements have been provided to such Holder.

       6.4 Expenses;  Limitations on Registration.  All expenses incident to the
Company's  performance of its obligations in connection with any registration of
the Holders' Warrant Stock under this Agreement  including,  without limitation,
printing  expenses,  fees and disbursements of counsel for the Company,  fees of
the National  Association  of Securities  Dealers,  Inc. in connection  with its
review of any offering  contemplated in any registration  statement and expenses
of any  special  audits  to which  the  Company  shall  agree or which  shall be
necessary to comply with  governmental  requirements in connection with any such
registration  shall be paid by the Company.  In addition,  the Company shall pay
(i) all  registration  and filing  fees for the  Holders'  Warrant  Stock  under
federal  and  state  securities  laws,  and  (ii)  expenses  of  registering  or
qualifying  under  or  complying  with  the  securities  or blue sky laws of any
jurisdictions.  Notwithstanding  the foregoing,  in the event a Holder withdraws
its request for  registration  of Warrant  Stock other than by reason of (1) the
Company's   failure  to  perform  its   obligations  in  connection   with  such
registration,  (2) the failure to be timely  satisfied of any closing  condition
contained in any  underwriting  agreement  entered into in connection  with such
registration  and not within the control of such Holder,  (3) the termination of
such  underwriting  agreement by the  underwriters  party  thereto other than by
reason of the  failure  on the part of such  Holder to perform  its  obligations
thereunder,  or (4) the occurrence of any change that may  materially  adversely
affect  the  selling  price or  marketability  of the  Warrant  Stock  for which
registration  was requested,  including,  without  limitation,  (A) any material
adverse  change  in the  business,  business  prospects,  properties,  condition
(financial or otherwise)  or  operations of the Company,  (B) the  suspension of
trading  in the  Common  Stock  by the  Commission  or any  national  securities
exchange or automated quotation system or trading in securities generally on the
New York Stock Exchange or the establishment of limited or minimum prices on any
such national exchange or quotation  system,  (C) the declaration of any banking
moratorium by Federal,  New York or  California  State  authorities,  or (D) the
occurrence of any outbreak or escalation of hostilities,  the declaration by the
United  States of any national  emergency or war or the  occurrence of any other
calamity or crisis the effect of which on  financial  markets is such as to make
it  impracticable  to proceed with the offering of the Warrant Stock,  then such
Holder shall bear such  expenses.  In addition,  under all  circumstances,  each
Holder shall pay one hundred percent (100%) of the gross underwriting  spread or
fees with respect to such Holder's  Warrant  Stock  covered by any  registration
pursuant to this Section 6.

            It shall be a condition  precedent to the  obligation of the Company
to take any action pursuant to this Section 6 in respect of the securities which
are to be  registered  at  the  request  of any  prospective  Holder  that  such
prospective Holder shall furnish to the Company such information  regarding such
Holder  and the  securities  held by such  Holder  and the  intended  method  of
disposition  thereof as the  Company  shall  reasonably  request and as shall be
required in connection with the action to be taken by the Company.

                                       17
<PAGE>


            The  Holders  of  Bridge   Warrants  and  Warrant  Stock  issued  in
connection  therewith  and the  Holders of  Contingent  Warrants  (to the extent
exercisable)  and Warrant  Stock issued in connection  therewith,  respectively,
shall be entitled to an aggregate of two  effective  demand  registrations  each
pursuant to Section 6.1 and an  unlimited  number of  registrations  pursuant to
requests made under Section 6.2;  provided  that any such  registration  request
made by the requisite  number of Holders which request shall be withdrawn (other
than by reason of the Company's failure to perform its obligations  hereunder or
a material adverse change in its financial  position or business) by the Holders
of a  majority  in number of  shares  evidenced  or  covered  by the  Restricted
Securities  sought  to be  so  registered,  after  the  respective  registration
statement  shall have  become  effective,  shall be  treated  as an  "effective"
registration for purposes of this Agreement.

      6.5  Indemnification.

            (i) In the event of any  registration of any Warrant Stock under the
Securities Act pursuant to this Section 6, the Company shall  indemnify and hold
harmless the Holder of such Warrant Stock and any underwriter thereof, and their
respective  directors and officers,  and each other Person, if any, who controls
such Holder or any such  underwriter  within the meaning of the  Securities  Act
("Controlling  Person"),  against any losses,  claims,  damages or  liabilities,
joint or several,  to which such Holder or  underwriter  or any such director or
officer or Controlling Person may become subject under the Securities Act or any
other  statute or at common  law,  insofar  as such  losses,  claims,  expenses,
damages or liabilities (or actions in respect  thereof) that arise out of or are
based upon (A) any alleged untrue  statement of any material fact contained,  on
the  effective  date thereof,  in any  registration  statement  under which such
securities  were  registered  under the  Securities  Act, or in any  preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto,  or (B) any alleged  omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and shall reimburse such Holder or such director,  officer or Controlling Person
for any legal or any other expenses  reasonably  incurred by such Holder or such
director,  officer or Controlling  Person in connection  with  investigating  or
defending any such loss, claim, damage, liability or action; provided,  however,
that the  Company  shall not be liable in any such case to the  extent  that any
such loss, claim, damage or liability arises out of or is based upon any alleged
untrue  statement  or  alleged  omission  made in such  registration  statement,
preliminary prospectus,  prospectus, or amendment or supplement in reliance upon
and in  conformity  with  written  information  furnished to the Company by such
Holder  specifically for use therein.  The indemnity provided in this subsection
shall remain in full force and effect regardless of any investigation made by or
on behalf of such Holder or such director,  officer or Controlling  Person,  and
shall survive the transfer of such securities by such Holder.

            (ii) Each Holder of any Restricted  Securities  shall, by acceptance
thereof,  severally and not jointly, indemnify and hold harmless the Company and
any underwriter of such Restricted Securities and their respective directors and
officers  and each  other  Person,  if any,  who  controls  the  Company or such
underwriter  (within  the  meaning of the  Securities  Act)  against any losses,
claims, expenses, damages or liabilities, joint or several, to which the Company
or such  underwriter  or any such  director  or officer  or any such  Person may

                                       18
<PAGE>

become  subject under the  Securities Act or any other statute or at common law,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof) that arise out of or are based upon (A) any alleged untrue statement of
any material fact contained,  on the effective date thereof, in any registration
statement under which Restricted Securities were registered under the Securities
Act, or in any preliminary  prospectus or final prospectus contained therein, or
any  amendment  or  supplement  thereto,  or (B) any  alleged  omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein not misleading,  in each case to the extent, but only to the
extent, that such alleged untrue statement or alleged omission was contained (or
should have been contained) in written  information  furnished to the Company by
such Holder  specifically  for use therein,  and shall  reimburse the Company or
such  director,  officer  or other  Person  for any legal or any other  expenses
reasonably incurred in connection with investigating or defending any such loss,
claim, damage, liability or action.

            (iii)  Indemnification  similar to that specified in clauses (i) and
(ii) of this  Section  6.5 shall be given by the  Company and each Holder of any
Warrant Stock (with such  modifications  as shall be  appropriate) to each other
and to any  underwriter  with  respect  to any  required  registration  or other
qualification  of any Warrant Stock under any federal or state law or regulation
of  governmental  authority  other than the  Securities  Act. The  indemnity and
expense reimbursements  obligations of the Company under clauses (i) and (ii) of
this  Section  6(e)  shall be in  addition  to any  liability  the  Company  may
otherwise have.

            (iv)  Each  Person  (an   "Indemnitor")   who  under  the  preceding
provisions  of  this  Section  6.5  agrees  to  indemnify  another  Person  (the
"Indemnitee")  shall  have the  right,  subject  to the  provisions  hereto,  to
designate  counsel  (acceptable  to  the  Indemnitee)  to  defend  any  case  or
proceeding  against the Indemnitee  arising in respect of any claim of liability
for which such  indemnification  may be claimed,  to the end that duplication of
legal expense may be minimized;  provided that, if the  Indemnitee  notifies the
Indemnitor  that the former  has been  advised  by its  counsel  that any single
counsel  in such  case or  proceeding  would  have a  conflict  of  interest  in
representing  both  the  Indemnitor  and  the  Indemnitee,  the  Indemnitee  may
designate  its own  counsel  in such case or  proceeding  and,  to the extent so
provided  above in this  Section  6.5,  shall be  entitled to be  reimbursed  by
Indemnitor  for its  legal  expenses  reasonably  incurred  in  connection  with
defending itself in such case or proceeding.

7.  MISCELLANEOUS.

      7.1  Entire Agreement.

            This Agreement and the documents  referred to herein  constitute the
entire  agreement among the parties and no party shall be liable or bound to any
other  party in any  manner by any  warranties,  representations,  or  covenants
except as specifically set forth herein or therein.

                                       19
<PAGE>

      7.2  Survival of Warranties.

            The  warranties,  representations,  and covenants of the Company and
the Investors  contained in or made pursuant to this Agreement shall survive the
execution and delivery of this Agreement and the Closing.

      7.3  Successors and Assigns.

            The  parties  to this  Agreement  may not assign or  transfer  their
rights or obligations  under this Agreement without the prior written consent of
the other parties  hereto.  Nothing in this  Agreement,  express or implied,  is
intended  to  confer  upon any  party  other  than the  parties  hereto or their
respective  successors  and  assigns  any  rights,  remedies,   obligations,  or
liabilities under or by reason of this Agreement,  except as expressly  provided
in this Agreement.

      7.4  Governing Law.

            This Agreement  shall be governed by and construed under the laws of
the State of New York (excluding the choice of law provisions thereof).

      7.5  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.

      7.6  Titles and Subtitles.

            The  titles  and  subtitles  used in this  Agreement  are  used  for
convenience only and are not to be considered in construing or interpreting this
Agreement.

      7.7  Notices.

            Unless  otherwise  provided,  all notices  and other  communications
required or permitted under this Agreement shall be in writing and shall be sent
by  facsimile  or delivered  personally  by hand or by a  nationally  recognized
courier addressed to the party to be notified at the address or facsimile number
indicated for such person on the signature page hereof, or at such other address
or  facsimile  number as such  party may  designate  by ten (10)  days'  advance
written notice to the other parties  hereto.  All such notices and other written
communications  shall  be  effective  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  facsimile)  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.

      7.8  Finder's Fees.

            The  Investors  agree to indemnify  and to hold harmless the Company
from any  liability  for any  commission  or  compensation  in the  nature  of a
finder's fee (and the cost and expenses of defending  against such  liability or
asserted liability) for which the Investors or any of their officers,  partners,
employees, or representatives is responsible.

            The Company agrees to indemnify and hold harmless the Investors from
any liability for any commission or compensation in the nature of a finder's fee

                                       20
<PAGE>

(and the costs and  expenses of  defending  against  such  liability or asserted
liability)  for  which  the  Company  or  any  of its  officers,  employees,  or
representatives is responsible.

      7.9  Expenses.

            The Company and each of the Investors  shall pay all their own costs
and expenses  (including  attorneys'  fees and expenses) in connection  with the
preparation,  execution and delivery of this Agreement and other documents to be
delivered hereunder.

      7.10  Amendments and Waivers.

            Any term of this  Agreement may be amended and the observance of any
term of this  Agreement  may be  waived  (either  generally  or in a  particular
instance  and either  retroactively  or  prospectively),  only with the  written
consent of the Company and the holders of more than fifty  percent  (50%) of the
aggregate  outstanding  principal  amount of the Bridge Notes.  Any amendment or
waiver  effected in accordance  with this  paragraph  shall be binding upon each
holder of any securities  purchased under this Agreement at the time outstanding
(including  securities  into which such securities  have been  converted),  each
future holder of all such securities, and the Company.

      7.11  California Corporate Securities Law.

            THE SALE OF THE  SECURITIES  WHICH ARE THE SUBJECT OF THIS AGREEMENT
HAS NOT BEEN QUALIFIED WITH THE  COMMISSIONER  OF  CORPORATIONS  OF THE STATE OF
CALIFORNIA AND THE ISSUANCE OF SUCH  SECURITIES OR THE PAYMENT OR RECEIPT OF ANY
PART OF THE  CONSIDERATION  FOR SUCH SECURITIES  PRIOR TO SUCH  QUALIFICATION IS
UNLAWFUL,  UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION
25100,  25102 OR 25105 OF THE  CALIFORNIA  CORPORATIONS  CODE. THE RIGHTS OF ALL
PARTIES TO THIS  AGREEMENT ARE  EXPRESSLY  CONDITIONED  UPON SUCH  QUALIFICATION
BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

      7.12  Effect of Amendment or Waiver.

            The  Investors  acknowledge  that by the  operation  of Section 7.10
hereof the holders of more than fifty percent (50%) of the aggregate outstanding
principal  amount of the Bridge  Notes will have the right and power to diminish
or eliminate all rights of an Investor under this Agreement.




                                       21
<PAGE>

            IN WITNESS  WHEREOF,  the parties have executed this Agreement as of
the date first above written.
                                    RIGHTSTART.COM INC.


                                    By /S/ Jerry R. Welch
                                           Jerry R. Welch
                                           President and Chief Executive Officer

                                    Address: RightStart.com Inc.
                                             5388 Sterling Center Drive, Unit C
                                             Westlake Village, California
                                             91361
                                    Facsimile: 818.707.7132


                                        /s/ Fred Kayne
                                    ___________________________________
                                            Fred Kayne

                                    Address: c/o Fortune Financial
                                          1800 Avenue of the Stars, Ste. 1112
                                          Los Angeles, California 90067
                                    Facsimile: 310.551.3077

                                        /s/ Richard Kayne
                                    ___________________________________
                                            Richard Kayne

                                    Address: c/o Kayne Anderson
                                          1800 Avenue of the Stars
                                          Los Angeles, California 90067
                                    Facsimile: 310.284.6490

                                    PALOMAR VENTURES I, L.P.

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

                                    Address: 100 Wilshire Boulevard, Ste. 400
                                             Santa Monica, California 90401
                                    Facsimile: 310.656.4150

      Secured Bridge Note and Warrant Purchase Agreement Signature Page



                                       22
<PAGE>

                                    PART TWO

                             Schedule of Exceptions

          1.  Exception  to  Paragraph  2.1.  The  Company has  qualified  to do
          business  in  the  State   of  California   and   the Commonwealth  of
          Pennsylvania

          2. Exception to Paragraph 2.6.


Management  Services  Agreement  dated July 9, 1999  between TRS and the Company
Intellectual  Property  Agreement dated July 9, 1999 between TRS and the Company
Series A Preferred Stock Purchase Agreement dated July 9, 1999
Investors'  Rights  Agreement  dated  July 9,  1999 among  the  Company,  Sierra
Ventures   VII,   L.P., Sierra  Ventures  Associates  VII,  L.L.C.,  Ajit  Shah,
Robert Simon and Palomar Ventures I, L.P.
Directors' Indemnification Agreements
1999 RightStart.com Stock Option Plan
Subscription  Agreement  dated July 9, 1999 between the Company and
Jonathan Davidson Subscription  Agreement dated July 9, 1999 between the Company
and  Jonathan  Davidson
Subscription  Agreement  dated  July 9, 1999 between  the Company  and  James W.
Montgomery
Subscription  Agreement   dated  July 9,  1999  between  the  Company  and   Kim
Enterprises,  L.L.C.
Subscription   Agreement  dated  July 9, 1999  between  the  Company and Michael
Holton
Subscription  Agreement  dated July 9, 1999 between  the  Company  and  David P.
Michaels
Subscription  Agreement  dated  July 9, 1999 between  the  Company  and David A.
Burns
Term Sheet  dated  October 28,  1999 among the  Company,  TRS and Oxygen  Media,
LLC
Subscription  Agreement  dated December 30, 1999 between the Company and  Oxygen
Media, LLC
Services Agreement dated February 15, 1999  between TRS  and Guidance  Solutions
Stock  Grant  Agreement  dated October 30, 1999  between  TRS,  the  Company and
Guidance  Solutions
Registration  Rights  Agreement  dated October  30,  1999  between  the  Company
and  Guidance  Solutions
Side Letter Agreement dated October 30, 1999 between TRS and Guidance Solutions

          3. Exception to Paragraph 2.8.

             Intercompany  payables  due to TRS  in connection  with   inventory
          purchases,  invoices  paid   by  TRS  on  behalf of  the  Company  and
          charges back for services provided by TRS to the Company.