FIRST AMENDMENT TO SECURED BRIDGE NOTE
     AND WARRANT PURCHASE AGREEMENT AND TO SECURITY AGREEMENT

      This FIRST AMENDMENT TO SECURED BRIDGE NOTE AND WARRANT PURCHASE AGREEMENT
AND TO SECURITY  AGREEMENT  (this  "Amendment") is dated as of June 1, 2000 and
entered  into by and among  RightStart.com  Inc.,  a Delaware  corporation  (the
"Company"),  Guidance  Solutions,  Inc.  ("New  Investor")  and the  undersigned
current investors ("Current Investors").

 HOLDERS OF A MAJORITY OF THE BRIDGE NOTES, IN ACCORDANCE WITH
SECTION 7.10 OF THE BRIDGE NOTE PURCHASE AGREEMENT, COMPANY AND
NEW INVESTOR AGREE AS FOLLOWS:

1.      Defined  Terms:  Any  capitalized  term used in this  Amendment  without
        definition  shall have the meaning ascribed to that term in that certain
        Secured Bridge Note and Warrant  Purchase  Agreement,  dated as of April
        18, 2000 by and among the Company, Fred Kayne, Richard Kayne and Palomar
        Ventures I, L.P. (the "Bridge Note Purchase Agreement").

2.    Amendments:

2.1        The  definition  of  "Investors"  used in the  Bridge  Note  Purchase
           Agreement shall be amended to mean, collectively, Fred Kayne, Richard
           Kayne, Palomar Ventures I, L.P. and Guidance Solutions, Inc.

2.2        The definition of "Lenders" used in the Security  Agreement  shall be
           amended to mean,  collectively,  Fred Kayne,  Richard Kayne,  Palomar
           Ventures I, L.P. and Guidance
           Solutions, Inc.

3.      Conditions to  Effectiveness:  Section 2 of this Amendment  shall become
        effective  only upon  satisfaction  of all of the  following  conditions
        precedent  (the  date  of  such  effectiveness,   the  "First  Amendment
        Effectiveness Date"):

3.1        The Company shall have  performed  and complied  with all  agreements
           obligations  and  conditions  contained  in this  Amendment  that are
           required  to be  performed  or  complied  with by it on or before the
           First Amendment Effectiveness Date.


3.2   The Company shall have executed and delivered to the New
           Investor: Bridge Warrants substantially in the form
           attached hereto as Exhibit B-1, Contingent Warrants
                              ------------
           substantially in the form attached hereto as
           Exhibit B-2 and the Security Agreement substantially in
           ------------
           the form attached hereto as Exhibit C.   The Current
                                       ---------
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<PAGE>
           Investors shall have executed and the Company shall
           have filed amendments to the UCC-1 financing statements
           filed with the Secretary of State of California, the
           Secretary of the Commonwealth of Pennsylvania and the
           Prothonotary of Cumberland County Pennsylvania adding
           the New Investor as a secured party.

3.3   The New Investor,  the Company and holders of more than fifty percent
           (50%) of the  aggregate  outstanding  principal  amount of the Bridge
           Notes shall have executed and delivered this Amendment.

3.4   All representations and warranties of the New Investor made
           under the Bridge Note Purchase Agreement as a result of
           amendment by this Amendment shall be true on and as of
           the First Amendment Effectiveness Date with the same
           effect as though such representations and warranties
           had been made on and as of such date; provided that the
                                                 --------
           Company acknowledges that the New Investor makes, and
           the New Investor makes, the representations in Section
           3.2 of Bridge Note Purchase Agreement subject to the
           condition that the New Investor shall be permitted to
           assign its rights and responsibilities under the Bridge
           Note Purchase Agreement, the Bridge Notes, the Bridge
           Warrant and the Contingent Warrant held by it, to its
           affiliate Marina Corporate LLC.

3.5   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 to
           New Investor pursuant to the Bridge Note Purchase
           Agreement as amended by this Amendment shall have been
           duly obtained and effective as of the First Amendment
           Effectiveness Date.

3.6  New Investor  shall have paid $95,055  plus  $1,135.38  (representing
           interest on the Bridge  Notes from April 18,  2000  through the First
           Amendment  Effectiveness  Date at the rate of 10% per  annum) by wire
           transfer of immediately available funds on or prior to the First
           Amendment Effectiveness Date.

4.    Company Acknowledgement and Consent:  Company is a party to
        the Security Agreement pursuant to which the Company has
        granted a security interest in certain collateral as
        described in the Security Agreement in favor of the
        Current Investors.   Company hereby consents to this
        Amendment and confirms that such collateral will continue
        to secure its obligations under the Bridge Notes to the
        Current Investors and will also secure its obligations
        under the Bridge Notes to the New Investor.


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<PAGE>



5.    Miscellaneous

5.1.  On and after the First Amendment Effectiveness Date, each
                reference in the Bridge Note Purchase Agreement or
                the Security Agreement, respectively, to "this
                Agreement," "hereunder," "herein," or words of
                like import referring to the Bridge Note Purchase
                Agreement or the Security Agreement, respectively,
                and each reference in either document to the other
                shall mean and be a reference to such agreement as
                amended by this Amendment.

5.2.            Except as  specifically  amended by this  Amendment,  the Bridge
                Note Purchase  Agreement and the Security Agreement shall remain
                in full force and effect and are
                         hereby ratified and confirmed.

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

5.4.            This Amendment 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.



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<PAGE>


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

COMPANY                        RIGHTSTART.COM INC.


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



CURRENT INVESTORS           /s/Fred Kayne
                            ------------------------
                            Fred Kayne


                            /s/Richard Kayne
                            ------------------------
                            Richard Kayne



                            PALOMAR VENTURES I, L.P.
                            ------------------------

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



NEW INVESTOR
                            GUIDANCE SOLUTIONS, INC.


                            By:  /s/Jeff Shapiro
                               --------------------
                            Name:   Jeff Shapiro
                            Title:  Vice President

                            Address: 4136 Del Rey Avenue
                                     Marina del Ray, California  90292
                            Facsimile: 310.754.4010


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