RightStart.com Inc.


                         SECURED CONVERTIBLE BRIDGE NOTE
                               PURCHASE AGREEMENT

            THIS SECURED CONVERTIBLE BRIDGE NOTE PURCHASE AGREEMENT (this
"Agreement") is made as of the 22nd day of June, 2000, by and among
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RightStart.com Inc., a Delaware corporation (the "Company"), Fred Kayne,
                                                  -------
Kayne Anderson Capital Partners, L.P., Kayne Anderson Diversified Capital
Partners, L.P., Arbco Associates, L.P., Kayne Anderson Non-Traditional
Investments, L.P., Kayne Anderson Offshore Limited, Palomar Ventures I, L.P.,
Sierra Ventures VII, L.P., Sierra Ventures Associates VII, L.C.C. and
Guidance Solutions, Inc. (each, an "Investor" and collectively, 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  Convertible  Bridge Notes (the "Bridge
Notes" or "Securities")  in the aggregate  principal amount of up to $1,662,914,
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,  $200,000 in aggregate principal amount of
Bridge Notes.

     (ii) Kayne  Anderson  Capital  Partners,  L.P.  agrees to  purchase  at the
Closing,  and the  Company  agrees  to sell to  such  Investor  at the  Closing,
$325,000 in aggregate principal amount of Bridge Notes.

     (iii) Kayne Anderson Diversified Capital Partners,  L.P. agrees to purchase
at the Closing,  and the Company agrees to sell to such Investor at the Closing,
$100,000 in aggregate principal amount of Bridge Notes.

     (iv) Arbco  Associates,  L.P.  agrees to purchase at the  Closing,  and the
Company  agrees to sell to such  Investor at the Closing,  $200,000 in aggregate
principal amount of Bridge Notes.

     (v) Kayne Anderson Non-Traditional Investments,  L.P. agrees to purchase at
the  Closing,  and the Company  agrees to sell to such  Investor at the Closing,
$100,000 in aggregate principal amount of Bridge Notes.

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     (vi) Kayne Anderson Offshore Limited agrees to purchase at the Closing, and
the Company agrees to sell to such Investor at the Closing, $75,000 in aggregate
principal amount of Bridge Notes.

     (vii) Sierra Ventures VII, L.P. agrees to purchase at the Closing,  and the
Company  agrees to sell to such  Investor at the Closing,  $441,408 in aggregate
principal amount of Bridge Notes.

     (viii) Sierra Ventures  Associates  VII,  L.L.C.  agrees to purchase at the
Closing, and the Company agrees to sell to such Investor at the Closing, $44,141
in aggregate principal amount of Bridge Notes.

     (ix) Palomar  Ventures I, L.P.  agrees to purchase at the Closing,  and the
Company  agrees to sell to such  Investor at the Closing,  $121,691 in aggregate
principal amount of Bridge Notes.

     (x) Guidance  Solutions,  Inc.  agrees to purchase at the Closing,  and the
Company  agrees to sell to such  Investor at the  Closing,  $52,631 in aggregate
principal amount of Bridge Notes.



     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 Bridge Notes
so purchased by such Investor.

 1.2 Closing.

     The  purchase  and sale of the Bridge Notes shall take place at the offices
of Milbank, Tweed, Hadley & McCloy LLP, Los Angeles,  California, at 10 a.m., on
June 22,  2000,  or at such other time and place as the  Company  and  Investors
shall  mutually  agree,  either  orally or in writing  (which time and place are
designated as the "Closing").

     Upon receipt of payment for the Bridge Notes 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), which Bridge Note
shall be  convertible  at the option of the holder  thereof  into the  Company's
common stock,  par value $.01 per share (the "Common  Stock"),  in the aggregate
principal amount 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,  which  exceptions shall be deemed to supplement and
inform the representations and warranties contained in this Agreement as if made
hereunder:

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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 and to carry out the provisions of this  Agreement.  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 and the  performance  of all
obligations  of the Company  hereunder  and  thereunder  at the Closing has been
taken or will be taken prior to the Closing,  and this  Agreement 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 Investors 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, and will be
free of restrictions on transfer other than  restrictions on transfer under this
Agreement,  and under applicable  state and federal  securities laws. The Common
Stock  issuable  upon  conversion  of the Bridge Notes has been duly and validly
reserved for issuance and,  upon  issuance in  accordance  with the terms of the
Bridge Notes (and upon filing of an amendment to the  Company's  certificate  of
incorporation  increasing  the number of share of Common  Stock  authorized  for
issuance  by the  Company),  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.

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 or the offer, sale or
issuance of the Bridge  Notes by the  Company,  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  and (ii) such  consents,  approvals,
qualifications,  orders  or  authorizations  that,  if not  obtained,  could not
reasonably be expected to have a material adverse effect on the Company.

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  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 (the "Bridge
Warrants") and contingent  warrants (the  "Contingent  Warrants") (to the extent
exercisable)  issued  pursuant to the Secured  Bridge Note and Warrant  Purchase
Agreement (as amended,  the "Note and Warrant Purchase  Agreement")  dated April
18, 2000  between the Company and the  Investors  listed  therein,  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 affiliates of Digital Coast Partners (formerly CEA Montgomery
Media L.L.C.),  (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 preemptive 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 2.6 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 or disclosed in this Agreement).

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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.

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"),(vii)  pursuant to the
terms of the Note and Warrant Purchase Agreement, the Security Agreement related
thereto and the bridge notes,  Bridge Warrants,  and Contingent  Warrants issued
thereunder and (viii) 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 Note and Warrant Purchase Agreement for the
Bridge  Warrants and the 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 forth 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.

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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
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 Bridge Notes 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  filed in  connection  with the bridge  notes  granted
pursuant  to the Note and  Warrant  Purchase  Agreement,  (ii) liens for current
taxes  not yet  delinquent,  (iii)  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, (iv) liens in
respect of pledges  or  deposits  under  workers'  compensation  laws or similar
legislation or (v) 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)-(v) above,  and
except as would not have a material adverse effect on the Company.

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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 and except as set forth on Schedule  2.15, 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   (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.

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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.

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.

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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  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 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.

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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:
                -------------------
     (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;

                                       10
<PAGE>

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

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

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

     As used in this Paragraph 3.6(a),  the term "net worth" means the excess of
total assets over total  liabilities.  For the purpose of determining a person's
net worth,  the principal  residence owned by an individual  should be valued at
fair  market  value,  including  the  cost  of  improvements,   net  of  current
encumbrances.  As used in this 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."

                                       11
<PAGE>

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

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  Security  Agreement
substantially in the form attached hereto as Exhibit B and the Subordination and
Intercreditor  Agreement 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.

5.3 Other Agreements and Filings.

     Each of the  holders  of the  Company's  outstanding  bridge  notes  issued
pursuant to the Note and Warrant  Purchase  Agreement  shall have  executed  and
delivered the Intercreditor Agreement in the form attached hereto as Exhibit C.

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 Notes ("Bridge 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  Bridge  Stock as is  specified  in such  request.  For
purposes of this  Agreement,  the term  "Restricted  Securities"  shall mean all
Bridge  Notes and  Bridge  Stock that bear the  restrictive  legend set forth in
Section 8 of the Bridge Notes.

     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 Bridge 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


                                       13
<PAGE>

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 (including Holders requesting  registration pursuant to registration
rights  granted under the Note and Warrant  Purchase  Agreement),  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 Bridge 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 Bridge 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 Bridge 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 (including Holders requesting  registration pursuant to registration
rights  granted under the Note and Warrant  Purchase  Agreement) , 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.

     (a) 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 Bridge  Stock under the  Securities  Act, the Company will (except as
otherwise provided in this Agreement), as expeditiously as possible,

                                       14
<PAGE>

          (i)  cooperate  with any  underwriters  for,  and the Holders of, such
          Brige 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 Bridge  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;

          (ii)  furnish or cause to be  furnished to each Holder of Bridge 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 Bridge Stock;

          (iii) 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;

                                       15
<PAGE>

          (iv)  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;

          (v) 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  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;

          (vi) 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 Bridge Stock for sale in any  jurisdiction,  use
          commercially reasonable efforts promptly to obtain its withdrawal;

          (vii)  in the  event  any  prospectus  used  in  connection  with  the
          distribution  of Bridge  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 Bridge  Stock with
          amended prospectuses correcting such statements;

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

          (ix) 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 Notes,  or Bridge 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 Bridge Stock may reasonably  request,  all to the extent
          required to enable such Holders to sell Bridge Stock  pursuant to such
          laws and regulations thereunder.

                                       16
<PAGE>

     (b) 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,

          (i) 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

          (ii)  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  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' Bridge 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' Bridge 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 Bridge 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  Bridge  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


                                       17
<PAGE>

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 Bridge 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
Bridge 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.

     The Holders of Bridge Notes and Bridge Stock issued in connection therewith
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.

     (a) In the  event  of  any  registration  of any  Bridge  Stock  under  the
Securities Act pursuant to this Section 6, the Company shall  indemnify and hold
harmless the Holder of such Bridge 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,


                                       18
<PAGE>

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.

     (b) 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
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.

     (c)  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 Bridge
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 Bridge 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.

     (d) 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.

                                       19
<PAGE>

7.  MISCELLANEOUS.

7.1 Covenant Regarding Dilution Protection.

     The  Company  has issued  equity  interests  to  members  of the  Company's
management  team and its directors,  consultants and advisors in order to retain
and incentivize  such persons.  In order to protect the equity  interests in the
Company held by management and the Company's directors, consultants and advisors
and to maintain  the current  incentive  structure,  the Company and each of the
Investors  hereby  agree to take such  action as may be  reasonably  required to
protect  the current  equity  interests  held by  management  and the  Company's
directors,  consultants  and advisors from dilution  caused by the conversion of
the Bridge Notes, the Bridge Warrants and/or the Contingent Warrants into Common
Stock.  No member of  management  or the  Company's  directors,  consultants  or
advisors  shall have rights as a third party  beneficiary or otherwise by reason
of the foregoing provision.

7.2 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.

7.3 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.

7.4 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.

7.5 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).

7.6 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.

                                       20
<PAGE>

7.7 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.

7.8 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.

7.9 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
(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.

7.10 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.

7.11 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 (considered for purposes hereof
as if any  conversion  thereof  into  Bridge  Stock had not yet  occurred).  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.

                                       21
<PAGE>

7.12 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.

7.13 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  (considered for purposes hereof as if any conversion
thereof into Bridge Stock had not yet occurred) will have the right and power to
diminish or eliminate all rights of an Investor under this Agreement.


                                       22
<PAGE>



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


                                    RIGHTSTART.COM INC.


                                    By  /s/Raymond Springer
                                        ---------------------------
                                        Raymond Springer
                                        Chief Financial Officer and
                                        Executive Vice President

                                    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


                                    KAYNE ANDERSON CAPITAL PARTNERS, L.P.

                                    By:  KAYNE ANDERSON CAPITAL ADVISORS, L.P.,
                                         its general partner
                                    By:  KAYNE ANDERSON CAPITAL INVESTMENT
                                         MANAGEMENT, INC., its general partner
                                    By: /s/Richard Kayne
                                        ---------------------------
                                          Richard Kayne
                                          President

<PAGE>

                                    KAYNE ANDERSON DIVERSIFIED CAPITAL
                                    PARTNERS, L.P.

                                    By:  KAYNE ANDERSON CAPITAL ADVISORS, L.P.,
                                         its general partner
                                    By:  KAYNE ANDERSON CAPITAL INVESTMENT
                                         MANAGEMENT, INC., its general partner
                                    By: /s/Richard Kayne
                                        ---------------------------
                                          Richard Kayne
                                          President




                                    ARBCO ASSOCIATES, L.P.

                                    By:  KAYNE ANDERSON CAPITAL ADVISORS, L.P.,
                                         its general partner
                                    By:  KAYNE ANDERSON CAPITAL INVESTMENT
                                         MANAGEMENT, INC., its general partner
                                    By: /s/Richard Kayne
                                        ---------------------------
                                          Richard Kayne
                                          President


                                    KAYNE ANDERSON NON-TRADITIONAL
                                    INVESTMENTS, L.P.

                                    By:  KAYNE ANDERSON CAPITAL ADVISORS, L.P.,
                                         its general partner
                                    By:  KAYNE ANDERSON CAPITAL INVESTMENT
                                         MANAGEMENT, INC., its general partner
                                    By: /s/Richard Kayne
                                        ---------------------------
                                          Richard Kayne
                                          President


                                    KAYNE ANDERSON OFFSHORE LIMITED

                                    By:  KAYNE ANDERSON CAPITAL ADVISORS, L.P.,
                                         its general partner
                                    By:  KAYNE ANDERSON CAPITAL INVESTMENT
                                         MANAGEMENT, INC., its general partner
                                    By: /s/David Shladovsky
                                        ---------------------------
                                       Name:  David Shladovsky
                                       Title: General Counsel and Secretary

                                    Address: 1800 Avenue of the Stars, 2nd Floor
                                             Los Angeles, CA  90067
<PAGE>

                                    PALOMAR VENTURES I, L.P.


                                    By: /s/ Jim Gauer
                                        ---------------------------
                                        Jim Gauer, its general partner

                                    Address:________________________________




                                    GUIDANCE SOLUTIONS, INC.


                                    By: /s/Gary Burnison
                                        ---------------------------
                                       Name:  Gary Burnison
                                       Title: Chief Financial Officer

                                    Address:________________________________




                                    SIERRA VENTURES VII, L.P.


                                    By: /s/Peter Wendell
                                        ---------------------------, its
                                       General Partner

                                    Address:________________________________




                                    SIERRA VENTURES ASSOCIATES VII, L.L.C.


                                    By: /s/ Peter Wendell
                                        ---------------------------, its
                                       Managing Member

                                    Address:________________________________


<PAGE>


                                    Exhibit A

                   Form of Secured Convertible Bridge Note




THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED,  OR REGISTERED OR QUALIFIED UNDER ANY STATE  SECURITIES
LAWS.  THE  SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE SOLD,
TRANSFERRED,  PLEDGED OR HYPOTHECATED  UNLESS PURSUANT TO REGISTRATION UNDER THE
SECURITIES  ACT  OF  1933,  AS  AMENDED,   AND  ANY  REQUIRED   REGISTRATION  OR
QUALIFICATION UNDER ANY STATE SECURITIES LAWS, OR THE PROPOSED  TRANSACTION DOES
NOT REQUIRE  REGISTRATION  OR  QUALIFICATION  UNDER FEDERAL OR STATE  SECURITIES
LAWS.

             RIGHTSTART.COM INC. SECURED CONVERTIBLE BRIDGE NOTE

                                                  Westlake Village, California
                                                              June _____, 2000

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

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

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

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

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

               (iii)  "Affiliate" of any Person means a Person (1) that directly
               or indirectly  controls,  or is controlled by, or is under common
               control with, such other Person,  (2) that  beneficially owns ten
               percent  (10%) or more of the Voting Stock of such other  Person,
               or (3) ten percent  (10%) or more of the Voting  Stock (or in the
               case of a Person which is not a corporation, ten percent (10%) or
               more of the  equity  interest)  of which  is owned by such  other
               Person.  The term  "control"  means the  possession,  directly or
               indirectly,  of the power to direct or cause the direction of the
               management  and  policies  of  a  Person,   whether  through  the
               ownership of voting securities, by contract or otherwise.

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

               (v) "Voting Stock" shall mean any equity  security  entitling the
               holder  of such  security  to vote at  meetings  of  shareholders
               except an  equity  security  which  entitles  the  holder of such
               security to vote only upon the  occurrence  of some  contingency,
               unless that contingency shall have occurred and be continuing.

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

     3.   Conversion.

          3.1  Optional  Conversion  into  Common  Stock.  This  Note  shall  be
     convertible  at the option of the  Holder,  at any time prior to receipt of
     notice from the Company of the Company's  intent to repay in full this Note
     (if this Note is actually paid in full within fifteen (15) days of the date
     of such notice), into such number of fully paid and nonassessable shares of
     Common Stock as is  determined by dividing (i) the sum of (A) the principal
     amount of this Note and (B) the amount of any accrued  and unpaid  interest
     owing with  respect to this Note on such date,  by (ii) $0.25 (as  adjusted
     for splits and the like) (the "Conversion Price").

          3.2 Mechanics of Optional Conversion. To convert this Note into shares
     of Common Stock, the Holder shall give written notice to the Company (which
     notice may be given by facsimile  transmission)  that such Holder elects to
     convert the same and shall state therein the principal  amount of this Note
     and the name or names  in which  such  Holder  wishes  the  certificate  or
     certificates for shares of Common Stock to be issued.  Promptly  thereafter
     the Holder shall  surrender the  certificate  representing  this Note, duly
     endorsed,  at the office of the Company,  or at such other place designated
     by the  Company.  The  Company  shall,  immediately  upon  receipt  of such
     certificates,  issue  and  deliver  to or upon the  order  of such  holder,
     against delivery of the certificates  representing this Note, a certificate
     or certificates for the number of shares of Common Stock as applicable,  to
     which such holder shall be entitled. The Company shall promptly effect such
     issuance and shall transmit the certificates  promptly after the receipt of
     such notice.  Such conversion shall be deemed to have been made immediately
     prior to the close of  business on the date such  notice of  conversion  is
     given.  The Person or  Persons  entitled  to  receive  the shares of Common
     Stock,  issuable upon such conversion  shall be treated for all purposes as
     the record  holder or holders of such  shares at the close of  business  on
     such date.

          3.3 Fractional  Shares.  No fractional shares of Common Stock shall be
     issued upon the  conversion  of this Note.  If any  conversion of this Note
     would result in the issuance of a fraction of a share of Common Stock,  the
     Company shall,  in lieu of issuing any fractional  share,  pay the Holder a
     sum in cash equal to the product of (i) the Conversion  Price and (ii) such
     fraction.

          3.4  Transferability of Common Stock Issued upon Conversion of a Note.
     The Common Stock issued upon  conversion of a Note may be  transferred,  or
     divided into two or more certificates  representing  shares of Common Stock
     of smaller denomination, subject to the same conditions imposed on transfer
     of a Note set forth in Section 8 below.

     4.   Events of Default.  If any of the events  specified  in this Section 4
          shall  occur  (herein  individually   referred  to  as  an  "Event  of
          Default"),  the entire  principal and unpaid  accrued  interest on the
          Notes shall become immediately due and payable:
<PAGE>

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

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

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

     5.   Early  Repayment.  The Company may repay this Note in whole or in part
          at any  time  after  notice  to the  Holder  at a price  equal  to the
          principal  amount of this Note being  repaid  plus  accrued and unpaid
          interest thereon. Upon receipt of notice of prepayment of this Note in
          full to the holder hereof,  such holder shall no longer be entitled to
          convert this Note so long as prepayment in full is made by the Company
          in accordance  with the terms of this section within fifteen (15) days
          of the date of such notice of  prepayment.  The Company  shall provide
          the  Holder  with not less  than 3 days  prior  written  notice of its
          intent to make any such  repayment  which  notice  shall state (i) the
          aggregate principal amount of this Note to be repaid, (ii) the accrued
          principal to be paid, (iii) the date set for repayment, (iv) the place
          where  repayment  will be made, (v) that, if this Note is being repaid
          in part,  new  Notes in an  aggregate  principal  amount  equal to the
          unrepaid portion of this Note will be issued to the Holder,  (vi) that
          this Note must be  surrendered  to receive  the  repayment  amount and
          (vii) that,  unless the Company fails to make the amount necessary for
          repayment of the Note available to this Holder, the Note will cease to
          accrue  interest  on and  after  the  date  set  for  repayment.  Upon
          surrender  of this Note after such notice for  repayment,  the Company
          shall pay the  Holders  the amount set forth in such  notice  together
          with accrued and unpaid  principal  thereon in accordance with Section
          2. If the amount  necessary  for  repayment of this Note has been made

<PAGE>

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

     6.   Assignment.  Subject to the  restrictions  on  transfer  described  in
          Section 8 below,  the rights and  obligations  of the  Company and the
          Holder of this Note shall be binding upon and benefit the  successors,
          assigns, heirs, administrators and transferees of the parties.

     7.   Waiver  and  Amendment.  Any  provision  of this Note may be  amended,
          waived or modified upon the written consent of the Company and holders
          of at least a majority of the aggregate  outstanding  principal amount
          of  all  then  outstanding  Notes  issued  pursuant  to  the  Purchase
          Agreement.   Notwithstanding   the  immediately   preceding  sentence,
          however,  this Note may not be amended without the Holder's consent if
          such amendment would (i) reduce the rate at which interest  accrues on
          this Note,  (ii) reduce the principal of this Note or change the fixed
          maturity,  (iii)  waive a  default  in  payment  of  principal  of, or
          interest on, this Note or (iv) amend this Section 7.

     8.   Restrictions on  Transferability.  The Notes shall not be transferable
          except upon the conditions specified in this Section 8.

                  8.1 Transfer to an Affiliate.  The Holder shall have the right
            to transfer any Notes to any  Affiliate of the Holder,  in each case
            free of the  restrictions  imposed by this  Section 8 other than the
            requirement as to the legending of the  certificates  for such Notes
            specified  in Section  8.3. No opinion of counsel  shall be required
            for a transfer of Notes to an Affiliate of the Holder.

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

                    (a) Prior to any transfer or attempted transfer of any Notes
               to a non-Affiliate of Holder,  the holder of such Note shall give
               written  notice to the  Company  of such  holder's  intention  to
               effect such transfer.  Each such notice shall describe the manner
               and circumstances of the proposed transfer in reasonable detail.

                    (b) Upon receipt of such notice,  the Company may request an
               opinion of counsel of a  transferring  holder to the effect  that
               such proposed transfer may be effected without registration under
               the  Securities  Act.  Upon  receipt of such  opinion,  or if the
               Company  does  not  request  such an  opinion,  within  five  (5)
               Business Days after  receiving  notice of the proposed  transfer,
               the Company  shall,  as promptly  as  practicable,  so notify the
               holder of such Notes and such holder shall  thereupon be entitled
               to transfer such Notes in accordance with the terms of the notice
               delivered by such holder to the Company. Each Note so transferred

<PAGE>

               shall  bear the  restrictive  legend  set forth in  Section  8.3,
               unless in the  opinion  of the  Company  or the  opinion  of such
               counsel, if requested,  pursuant to Rule 144(k) of the Securities
               Act or otherwise,  such legend is not required in order to ensure
               compliance  with the  Securities  Act.  The fees and  expenses of
               counsel for any such opinion shall be paid by the Company.

                  8.3  Restrictive  Legend.  Unless and until this Note has been
            registered  under the Securities Act, this Note and each Note issued
            on partial repayment of this Note or issued to any transferee of any
            such Note, shall be stamped or otherwise  imprinted with a legend in
            substantially the following form:

            "THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED  UNDER
            THE SECURITIES  ACT OF 1933, AS AMENDED,  OR REGISTERED OR QUALIFIED
            UNDER ANY STATE  SECURITIES  LAWS. THE SECURITIES HAVE BEEN ACQUIRED
            FOR  INVESTMENT  AND  MAY  NOT  BE  SOLD,  TRANSFERRED,  PLEDGED  OR
            HYPOTHECATED  UNLESS PURSUANT TO  REGISTRATION  UNDER THE SECURITIES
            ACT  OF  1933,  AS  AMENDED,   AND  ANY  REQUIRED   REGISTRATION  OR
            QUALIFICATION  UNDER  ANY STATE  SECURITIES  LAWS,  OR THE  PROPOSED
            TRANSACTION  DOES NOT REQUIRE  REGISTRATION OR  QUALIFICATION  UNDER
            FEDERAL OR STATE SECURITIES LAWS."

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

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

      IN WITNESS  WHEREOF,  the  Company  has caused this Note to be issued this
22nd day of June, 2000.

                                   RIGHTSTART.COM INC.

                                   By: ______________________
                                    Raymond Springer
                                    Chief Financial Officer and Executive
                                    Vice President






<PAGE>




                                    Exhibit B
                           Form of Security Agreement


                               SECURITY AGREEMENT

                  This SECURITY  AGREEMENT (this  "Agreement")  dated as of June
22,  2000 is made among  RightStart.com  Inc.  (the  "Obligor")  and the Lenders
referred to below.

                  The Secured  Convertible  Bridge Note Purchase Agreement dated
as of even date  herewith  (the "Bridge Note  Purchase  Agreement")  between the
Obligor and the investors  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.  The security interest created
by this  Agreement,  however,  shall at all  times be  subject  to that  certain
Subordination  and  Intercreditor  Agreement  dated as of the date hereof by and
among the Company and the Lenders (the "Intercreditor 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 I

                                   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.

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

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<PAGE>

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

                                   ARTICLE II

                                   COLLATERAL

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

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

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

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

          (d) all equipment (as defined in the Uniform  Commercial Code) and all
     other goods of the Obligor that are used or acquired  for use  primarily in
     its  business,  including all spare parts and related  supplies,  all goods
     obtained by the Obligor in exchange for any such goods, all substances,  if
     any,  commingled  with or added to those goods and all  upgrades  and other
     improvements  to those goods,  in each case to the extent not  constituting
     Inventory (collectively, the "Equipment");

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<PAGE>

          (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.

     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,

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<PAGE>

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

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

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


     2.07 Rights and Obligations.

          (a) The  Obligor  shall  remain  liable  to  perform  its  duties  and
     obligations  under the contracts and agreements  included in the Collateral
     in  accordance  with their  respective  terms to the same extent as if this
     Agreement had not been executed and  delivered.  The exercise by the 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.

          (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.

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<PAGE>

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

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

                                  ARTICLE III

                                REPRESENTATIONS

                  As of the date hereof and as of the date of each  extension of
credit by the  Lenders,  the Obligor  represents  and warrants to each Lender as
follows:

     3.01 Title. The Obligor is the sole beneficial owner  of  the Collateral in
which it purports to grant a Lien pursuant to this Agreement, and the Collateral
is free and clear of all Liens,  except for the Liens granted by this Agreement,
and Liens  granted under the Security  Agreement  dated as of April 18, 2000, as
amended, between the Company and the other parties listed therein (the "Existing
Security  Agreement"),  and any Lien permitted to be prior to such granted Liens
in the following  sentence.  The Liens granted by this Agreement in favor of the
Lenders have  attached and  constitute a perfected  security  interest in all of
that  collateral  (other than  Intellectual  Property  registered  or  otherwise
located outside of the United States of America) prior to all other Liens (other
than the Liens pursuant to the Existing Security Agreement and Liens imposed for
taxes,  assessments or charges not yet due or which are being  contested in good
faith; carriers',  mechanics',  warehouseman's,  artisans',  service suppliers',
depositaries'  or other like  Liens;  pledges or deposits in respect of workers'
compensation,  unemployment  insurance  and other social  security  legislation;
Liens to secure performance contracts, leases, statutory obligations, surety and
appeal bonds and other like obligations;  easements, rights or way, restrictions
and other similar encumbrances; Liens to secure purchase money indebtedness; and
any extension renewal or replacement of any such Liens).

                                   ARTICLE IV

                                    COVENANTS

     4.01  Books and Records. The Obligor will:

          (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 V

                                    REMEDIES

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

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

          (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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<PAGE>

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

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

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

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

     5.02  Deficiency.  If  the  proceeds  of, or  other realization  upon,  the
Collateral  by  virtue  of the  exercise  of  remedies  under  Section  5.01 are
insufficient to cover the costs and expenses of that exercise and the payment in
full of the other Secured  Obligations,  the Obligor shall remain liable for any
deficiency.

     5.03 Private  Sale.  No Lender shall incur any liability as a result of the
sale,  lease or other  disposition  of all or any part of the  Collateral at any

                                       10
<PAGE>

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 and subject to the Intercreditor  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 VI

                                  MISCELLANEOUS

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

                                       11
<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 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.

                                       12
<PAGE>

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

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

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

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

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


                                       13
<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:
                                   --------------------------------------
                                   Raymond Springer

                               Chief Financial Officer and Executive Vice
                               President


                               By:
                                   --------------------------------------
                                   Fred Kayne


                               KAYNE ANDERSON CAPITAL
                               PARTNERS, L.P.

                               By:
                                   --------------------------------------
                               Name: Richard Kayne
                               Title:  President


                               ARBCO ASSOCIATES, L.P.

                               By:
                                   --------------------------------------
                               Name: Richard Kayne
                               Title:  President


                               KAYNE ANDERSON DIVERSIFIED
                               CAPITAL PARTNERS, L.P.

                               By:
                                   --------------------------------------
                               Name: Richard Kayne
                               Title:  President


                                       14
<PAGE>

                               KAYNE ANDERSON NON-TRADITIONAL
                               INVESTMENTS, L.P.

                               By:
                                   --------------------------------------
                               Name: Richard Kayne
                               Title:  President

                               KAYNE ANDERSON OFFSHORE LIMITED

                               By:
                                   --------------------------------------
                               Name: David Shladovsky
                               Title: General Counsel and Secretary


                               PALOMAR VENTURES I, L.P.

                               By:
                                   --------------------------------------


                               GUIDANCE SOLUTIONS, INC.

                               By:
                                   --------------------------------------
                               Name: Gary Burnison
                               Title:  Chief Financial Officer

                               Address: 4234 Del Rey Avenue
                                        Marina del Rey, CA 90292


                               SIERRA VENTURES VII, L.P.

                               By:
                                   --------------------------------------

                               Address: 3000 Sand Hill Road
                                        Menlo Park, CA 94025

                                       15
<PAGE>

                               SIERRA VENTURES ASSOCIATES VII, L.L.C.

                               By:
                                   --------------------------------------

                               Address: 3000 Sand Hill Road
                                        Menlo Park, CA 94025


                                       16