THE RIGHT START, INC.




                                _______________




                         SECURITIES PURCHASE AGREEMENT




                         Dated as of September 4, 1997




                                _______________




                     Common Stock, no par value per share




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                                TABLE OF CONTENTS
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                                                                          Page
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Section 1.  ISSUANCE OF SECURITIES                                           1
      Section 1.1.  Authorization                                            1
      Section 1.2.  Purchase and Sale of Common Shares; the Closing          1
      Section 1.3.  Representations of the Purchaser                         2

Section 2.  REPRESENTATIONS OF THE COMPANY                                   2
      Section 2.1.  Organization and Authority of the Company                2
      Section 2.2.  Business, Properties and Other Information
            Regarding the Company                                            3
      Section 2.3.  Capital Stock                                            4
      Section 2.4.  Litigation; Observance of Statutes, Regulations and
            Orders                                                           5
      Section 2.5.  Title to Property                                        6
      Section 2.6.  Taxes                                                    6
      Section 2.7.  Compliance with Laws and Other Instruments of the
            Company                                                          6
      Section 2.8.  Governmental Authorizations                              7
      Section 2.9.  Licenses and Permits                                     7
      Section 2.10.  Compliance with ERISA                                   7
      Section 2.11.  Investment Company Act                                  9
      Section 2.12.  Environmental Compliance                                9
      Section 2.13.  Maintenance of Insurance                                9
      Section 2.14.  Labor Relations                                         9
      Section 2.15.  Assumptions or Guaranties of Indebtedness of Other
            Persons                                                          9
      Section 2.16.  Disclosure                                              9

Section 3.  CONDITIONS OF CLOSING                                           10
      Section 3.1.  Proceedings Satisfactory                                10
      Section 3.2.  Representations True; Officer's Certificate             10
      Section 3.3.  Purchase Permitted by Applicable Laws                   11
      Section 3.4.  Common Shares                                           11
      Section 3.5.  Registration Rights Agreement                           11

Section 4.  COVENANTS                                                       11
                                                                            11
                                                                            11
      Section 4.1.  Observance of Statutes, Regulations and Orders          11
      Section 4.2.  Corporate Existence                                     11
      Section 4.3.  Taxes                                                   12
      Section 4.4.  Maintenance of Properties                               12
      Section 4.5.  Books and Records                                       12

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      Section 4.6.  Maintenance of Insurance                                12
      Section 4.7.  Limitations on Transactions with Affiliates             12
      Section 4.8.  Investment Company Act                                  12
      Section 4.9.  Compliance with ERISA                                   12
      Section 4.10.  Access to Information                                  13

Section 5.  SEC REPORTS                                                     13

Section 6.  DEFINITIONS                                                     14
      Section 6.1.  Definitions                                             14
      Section 6.2.  Accounting Terms                                        19

Section 7.  REGISTRATION, TRANSFER AND EXCHANGE OF COMMON SHARES; LOST
      CERTIFICATES                                                          19

Section 8.  TAXES                                                           20

Section 9.  MISCELLANEOUS                                                   20
      Section 9.1.  Indemnification                                         20
      Section 9.2.  Expenses                                                20
      Section 9.3.  Amendments, Waiver and Consents                         20
      Section 9.4.  Reliance on and Survival of Representations             21
      Section 9.5.  Successors and Assigns                                  21
      Section 9.6.  Notices                                                 21
      Section 9.7.  Counterparts                                            22
      Section 9.8.  Governing Law                                           22
      Section 9.9.  Waiver of Jury Trial                                    23

Schedules

      SCHEDULE I     -  Purchasers
      SCHEDULE 2.13  -  Insurance

Exhibits

      EXHIBIT A       - Form of Registration Rights Agreement               24

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                             THE RIGHT START, INC.



                         SECURITIES PURCHASE AGREEMENT


                                                 Dated as of September 4, 1997


To each of the Purchasers
Listed on Schedule I hereto



Ladies and Gentlemen:

     The Right Start,  Inc., a California  corporation (the  "Company"),  hereby
agrees with the Purchasers as follows:

     Section 1. ISSUANCE OF SECURITIES

     Section 1.1. Authorization

     The Company has duly  authorized  an the issuance of 1,510,000  shares (the
"Common  Shares")  of its  common  stock,  no par value per share  (the  "Common
Stock") to the  Purchasers  listed on Schedule 1 hereto (the  "Purchasers").  As
used herein,  the term "Common Shares" shall include all Common Stock originally
issued  pursuant to this Securities  Purchase  Agreement (the  "Agreement")  and
shall include the singular number as well as the plural.

     Section 1.2. Purchase and Sale of Common Shares;  the Closing.  The Company
shall sell to the Purchasers  and,  subject to the terms and conditions  hereof,
the  Purchasers  shall  purchase  from the  Company,  the  Common  Shares  at an
aggregate  purchase price of $3,775,000  for all of the Common Shares,  or $2.50
per Common Share (the "Purchase Price").

     The closing (the  "Closing")  of such purchase of the  Securities  shall be
held at 10:00 a.m., Los Angeles time, on September 4, 1997 (the "Closing Date"),
at the office of Milbank,  Tweed, Hadley & McCloy, Los Angeles, or at such other
time or place as the parties hereto may mutually agree.

     On the Closing Date,  the Company  shall  deliver to each  Purchaser one or
more certificates representing its Common Shares purchased hereunder, registered
in such  Purchaser's  name or in the name of such  Purchaser's  nominee,  in any
denominations, all

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as such Purchaser may specify by notice delivered to the Company at least
two days prior to the Closing Date (or, in the absence of such notice, one
certificate representing such Purchaser's Common Shares, registered in such
Purchaser's name), duly executed and dated the Closing Date, against each
Purchaser's delivery to the Company of immediately available funds in the amount
of the Purchase Price.

     Section 1.3.  Representations of the Purchaser.  Each Purchaser  represents
and warrants to the Company that:

     (a) Purchaser is an  "accredited  investor"  within the meaning of Rule 501
under the  Securities  Act and was not  organized  for the  specific  purpose of
acquiring the Common Shares.

     (b) Purchaser has  sufficient  knowledge and experience so as to be able to
evaluate  the risks of  merits  of  investment  in the  Company,  and it is able
financially to bear the risks thereof.

     (c) On the Closing Date,  Purchaser is acquiring the Common Shares for such
Purchaser's  own account for the purpose of investment and not with a view to or
for sale in  connection  with  any  distribution  thereof  in  violation  of the
Securities Act.

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     Section 2.  REPRESENTATIONS  OF THE  COMPANY  The  Company  represents  and
warrants  to each of the  Purchasersas  of the date hereof and as of the Closing
Date that:

     Section 2.1. Organization and Authority of the Company.

     (a) The Company is a corporation  duly organized,  validly  existing and in
good standing under the laws of the State of  California,  and has all requisite
power and  authority  to own or hold under lease the property it purports to own
or hold under  lease,  to transact  the  business it  transacts  and proposes to
transact.  The  Company has all  requisite  power and  authority  to execute and
deliver this Agreement, the Common Shares, and any other documents or agreements
contemplated  hereby and  thereby,  to perform  its  obligations  hereunder  and
thereunder  and  to  consummate  the  transactions  contemplated  hereunder  and
thereunder.  The Company is duly  qualified as a foreign  corporation  and is in
good  standing in each  jurisdiction  in which the  character of the  properties
owned or held under lease by it or the nature of the business  transacted  by it
requires  such  qualification  except such  jurisdictions,  if any, in which the
failure to be so qualified or in good standing will not have a Material  Adverse
Effect on the Company.

     (b) The execution,  delivery and performance of this Agreement,  the Common
Shares,  and any other  documents or  agreements to which the Company is a party
contemplated  hereby  and  thereby,  and the  consummation  of the  transactions
contemplated  hereby and thereby,  have been duly authorized and approved by the
Board of Directors.  Each of this  Agreement,  the Common Shares,  and any other
document or  agreement  to which the Company is a party  contemplated  hereby or
thereby  has been (or on the  Closing  Date will  have  been)  duly  authorized,
executed and  delivered by, and each is (or, when duly executed and delivered on
the Closing  Date,  will be) the valid and binding  obligation  of, the Company,
enforceable in accordance with its terms, except as may be limited by applicable
bankruptcy,  reorganization,  insolvency, moratorium or other similar laws or by
legal  or  equitable  principles  relating  to  or  limiting  creditors'  rights
generally.

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     Section 2.2.  Business,  Properties  and Other  Information  Regarding  the
Company.

     (a) The  Company  has  delivered  to each of the  Purchasers  copies of the
audited  report of the  Company's  independent  accountants  for the  transition
period ended February 1, 1997 containing balance sheets of the Company as of the
last day of the  transition  period  ended  February 1, 1997 and the fiscal year
ended June 1, 1996,  and the related  statements  of  operations,  stockholders'
equity and cash flows of the Company for the eight month period  ended  February
1, 1997 and the fiscal year ended June 1, 1996 (such financial  statements being
referred to  collectively  herein as the "Audited  Financial  Statements").  The
Company has also  delivered to each of the  Purchasers  copies of the  unaudited
balance  sheets of the  Company as of the last day of the 13 weeks  ended May 3,
1997 and the related  statements of  operations,  stockholders'  equity and cash
flows  of the  Company  for the 13  weeks  ended  May 3,  1997  (such  financial
statements  being referred to  collectively  herein as the "Unaudited  Financial
Statements,"  and,  together  with  the  Audited  Financial  Statements,  as the
"Financial  Statements").  The Financial Statements fairly present the financial
position of the Company as of the  respective  dates of such balance  sheets and
the results of the Company's  operations for the respective  periods  covered by
such  statements  of  operations,  stockholders'  equity  and  cash  flows.  The
Financial  Statements are true,  accurate and complete in all material  respects
and have been prepared in accordance with GAAP consistently  applied  throughout
the  periods  involved.  There  are  no  material  liabilities,   contingent  or
otherwise,  of the  Company  as of the date  hereof and as of the  Closing  Date
required to be reflected in a balance  sheet  prepared in  accordance  with GAAP
which are not reflected in such balance  sheets.  Since May 3, 1997, the Company
has  continued  to  experience  operating  losses.  However,  there have been no
changes in the assets,  liabilities  or  financial  position of the Company from
that set forth in such balance sheet as of such date,  other than such continued
operating losses and changes in the ordinary course of business.

     (b) As of their respective dates,  neither the Financial Statements nor any
certificate  executed  by  the  Company  in  connection  with  the  transactions
contemplated  hereby and thereby,  contained any untrue  statement of a material
fact or omitted to state any  material  fact  necessary  to make the  statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  Since  May 3,  1997,  there  has been no  change  in the  business,
prospects,  properties,  condition  (financial or otherwise) or operations which
has had a Material  Adverse Effect on the Company.  To the best of the Company's
knowledge, no fact has had a Material Adverse Affect or, so far

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as the Company can reasonably foresee, will have a MaterialAdverse Effect
on the Company, or materially adversely affect the ability of the Company to
perform its respective obligations under this Agreement, the Common Shares, or
any other documents or agreements contemplated hereby and thereby.

     Section 2.3. Capital Stock.

     (a) The  authorized  capital  stock of the Company  consists of  25,000,000
shares of Common  Stock.  Immediately  prior to the sale of the  Common  Shares,
8,593,639 shares of Common Stock are and will be issued and outstanding,  all of
which  shares  have  been  duly  and  validly  issued  and are  fully  paid  and
nonassessable.  On the date hereof,  no shares of  Preferred  Stock have or will
have been issued.

     (b) The  Company  does  not have  outstanding  any  capital  stock or other
securities  convertible into or exchangeable for any of its capital stock or any
rights to subscribe  for or to purchase,  or any options for the purchase of, or
any agreements  (contingent or otherwise)  providing for the issuance of, or any
calls,  commitments  or claims of any character  relating to, any of its capital
stock or any securities  convertible into or exchangeable for any of its capital
stock,  other than (i) stock  options  issued under the  Company's  stock option
plans, (ii) the Convertible Debenture dated October 11, 1996 issued to Strategic
Associates,  L.P., as amended on May 30, 1997,  (ii) the  Convertible  Debenture
dated October 11, 1996 issued to Cahill,  Warnock Strategic  Partners,  L.P., as
amended on May 30, 1997 and (iii)  warrants to purchase an  aggregate of 475,000
shares of Common Stock, each dated May 6, 1997.

     (c) The Company does not have any  obligation  (contingent or otherwise) to
repurchase or otherwise acquire or retire any of its capital stock or obligation
evidencing the right of the holder thereof to purchase any of its capital stock,
other than the Company's  obligation  to  repurchase  stock owned by an employee
under The Right Start,  Inc.  Employee  Stock  Purchase Plan after such employee
elects to withdraw  from such plan.  There is not in effect any agreement by the
Company  pursuant to which any holders of securities of the Company have a right
to cause the Company to register such securities under the Securities Act, other
than (i) the shelf  registration  on file with the Commission for Kayne Anderson
to register  shares of common stock owned by Kayne  Anderson  and certain  other
investors, (ii) the Registration Rights Agreement dated October 11, 1996 between
the  Company and  Strategic  Associates,  L.P.,  (iii) the  Registration  Rights
Agreement  dated  October  11, 1996  between  the  Company  and Cahill,  Warnock
Strategic Partners, L.P. and (iv) the Registration Rights Agreement dated

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     May 6,1997 between the Company and ARBCO Associates,  L.P., Arthur E. Hall,
as Trustee for the A.E.  Hall & Company Money  Purchase  Plan,  Cahill,  Warnock
Strategic  Partners  Fund,  L.P.,  Fred Kayne,  Kayne  Anderson  Non-Traditional
Investments,  L.P., Kayne Anderson Offshore  Limited,  Offense Group Associates,
L.P., Opportunity Associates,  L.P., Strategic Associates, L.P., Michael Targoff
and The Travelers Indemnity Company.

     Section 2.4. Litigation; Observance of Statutes, Regulations and Orders.

     (a) There are no actions, suits or proceedings pending or, to the knowledge
of the  Company,  threatened  against  or  affecting  the  Company or any of its
properties in any court or before any arbitrator of any kind or before or by any
Governmental Body except actions,  suits or proceedings  arising in the ordinary
course  of  business  which  individually  or in  the  aggregate,  if  adversely
determined,  would  not  have  a  Material  Adverse  Effect  on the  Company  or
materially  adversely  affect its ability to perform its obligations  under this
Agreement,  the Common Shares, and any other document or agreement  contemplated
hereby or thereby.

     (b) The Company is not in default under any order of any court,  arbitrator
or  Governmental  Body, or is subject to or a party to any Order of any court or
Governmental  Body  arising  out of any  action,  suit or  proceeding  under any
statute or other law respecting antitrust,  monopoly, restraint of trade, unfair
competition or similar  matters.  The Company is not in violation of any statute
or other rule or  regulation  of any  Governmental  Body the  violation of which
would have a Material  Adverse  Effect on the  Company or  materially  adversely
affect its ability to perform its obligations  under this Agreement,  the Common
Shares, and any other document or agreement contemplated hereby or thereby.

     Section 2.5. Title to Property.

     (a) The Company has good and  marketable  title to its real  properties and
good and merchantable  title to each of its other properties as are reflected on
the  Financial  Statements,  except  for  personal  property  sold or  otherwise
disposed of in the ordinary  course of business.  All  properties of the Company
are free and clear of all Liens, other than Permitted Liens.

     (b) The Company  enjoys full and  undisturbed  possession  under all leases
necessary  in any  material  respect  for the  operation  of its  business  (the
"Leases"). None of the Company's Leases contain any unusual or

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burdensome provisions which, individually or in the aggregate, are likely to
materially impair the operation of the business of the Company. The
Company's Leases are valid and subsisting and are in full force and effect,
and there are no existing material defaults by the Company or events that
with notice or lapse of time or both would constitute material defaults by
the Company under any of the Leases.

     Section  2.6.  Taxes.  The  Company  has  filed all tax  returns  which are
required to have been filed in any jurisdiction, and has paid all taxes shown to
be due and payable on such returns and all other taxes and  assessments  payable
by the  Company to the extent the same have  become due and  payable  and before
they have become  delinquent,  except for any taxes and  assessments the amount,
applicability or validity of which is currently being contested in good faith by
appropriate  proceedings  and with respect to which the Company has set aside on
its books reserves  (segregated to the extent  required by GAAP) deemed by it to
be adequate.  The Company knows of no proposed  material tax assessment  against
the Company and in the opinion of the Company all tax liabilities are adequately
provided for on the books of the Company.

     Section 2.7. Compliance with Laws and Other Instruments of the Company. The
consummation  of  the  transactions  contemplated  by  this  Agreement  and  the
execution,  delivery  and  performance  of the  terms  and  provisions  of  this
Agreement,  the Common Shares,  or any other document or agreement  contemplated
hereby  or  thereby  will  not (i)  contravene,  result  in any  breach  of,  or
constitute a default under,  or result in the creation of any Lien in respect of
any property of the Company under,  any material  indenture,  mortgage,  deed of
trust,  bank loan or  credit  agreement,  corporate  charter,  by-laws  or other
material agreement or instrument to which the Company is a party or by which the
Company or any of its properties may be bound or affected, (ii) conflict with or
result in a breach of any of the terms, conditions or provisions of any Order of
any court,  arbitrator or Governmental Body applicable to the Company,  or (iii)
violate  any  provision  of any  statute  or  other  rule or  regulation  of any
Governmental Body applicable to the Company.

     Section  2.8.  Governmental   Authorizations.   No  consent,   approval  or
authorization of, or registration,  filing or declaration with, any Governmental
Body is required  for the issuance of the Common  Shares or the valid  execution
and delivery of the Common Shares or for the  performance by the Company of this
Agreement, the Common Shares, and any other documents or agreements contemplated
hereby and thereby.

     Section 2.9.  Licenses and Permits.  The Company  possesses  all  licenses,
permits, franchises,  authorizations,  patents, copyrights, trademarks and trade
names, or rights thereto,  required to conduct its business substantially as now
conducted and as currently proposed to be conducted, without known conflict with
the rights of others.

     Section 2.10. Compliance with ERISA.

     (a)  Neither the  Company  nor any  Related  Person (as defined  below) has
breached the fiduciary rules of the Employee  Retirement  Income Security Act of
1974, as amended  ("ERISA"),  or engaged in any  transaction in connection  with
which  the  Company  or any  Related  Person  could be  subjected  to a suit for
damages,  a civil penalty assessed  pursuant to Section 502(i) of ERISA or a tax
imposed by Section  4975 of the Internal  Revenue Code of 1986,  as amended (the
"Code"), in any such case which would be materially adverse to the Company.  For
purposes  of this  Section  2.10,  a  "Related  Person"  shall mean any trade or
business,  whether or not incorporated,  which, together with the Company, would
be treated as a single employer under Section 414 of the Code.

     (b) Neither any employee  pension  benefit plan (as defined in Section 3(2)
of  ERISA)  which  is or  has  been  established  or  maintained,  or  to  which
contributions  are or have been made,  by the Company or any  Related  Person or
with respect to which the Company or any Related Person is or has been obligated
to  contribute  (a  "Plan")  nor any  trust  created  under  any  Plan  has been
terminated within the meaning of Title IV of ERISA since September 2, 1974 under
circumstances  that could result in liability which could be materially  adverse
to the  Company.  Other than  premiums  due and owing in the normal  course,  no
liability  to the Pension  Benefit  Guaranty  Corporation  (the "PBGC") has been
incurred  and remains  unsatisfied  or is expected by the Company to be incurred
with respect to any Plan by the Company or any Related  Person which is or would
be materially adverse to the Company. There has been no reportable event (within
the meaning of Section  4043(b) of ERISA) or any other event or  condition  with
respect to any Plan which presents a risk of termination of any such Plan by the
PBGC under circumstances which in any case could result in liability which would
be materially adverse to the Company.

     (c) Neither  the  Company  nor any  Related  Person has within the past six
years  contributed,  or had any obligation to contribute,  to a single  employer
plan that has at least two contributing sponsors not under common control or has
ceased  operations  at a facility  under  circumstances  which  could  result in
liability under Section 4068(f) of ERISA.

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     (d)  There  is  no  multiemployer  plan  (within  the  meaning  of  Section
4001(a)(3)  of ERISA) to which the Company or any Related  Person is or has ever
been obligated to contribute under Title IV of ERISA.

     (e) No accumulated  funding  deficiency (as defined in Section 302 of ERISA
and Section 412 of the Code), whether or not waived,  exists with respect to any
Plan.  Full payment has been made within the time required  under Section 412 of
the Code of all  amounts  that the  Company  or any of its  Related  Persons  is
required  under  the  terms of each  Plan  and  applicable  law to have  paid as
contributions  to such  Plan as of the date  hereof.  Each  Plan  satisfies  the
minimum funding standard of Section 412 of the Code.

     (f)  Neither  the  Company  nor  any  Related  Person  has  engaged  in any
transaction that could result in the incurrence of any liabilities under Section
4069 or Section 4212 of ERISA.

     (g) The Company is not a party in  interest  with  respect to any  employee
benefit plan,  except for The Right Start,  Inc.  Employee Stock Ownership Plan,
and the Company's  securities  are not employer  securities  with respect to any
employee  benefit plan other than the above listed plan.  For such purpose,  the
term  "employee  benefit  plan" shall have the meaning  assigned to such term in
Section 3 of ERISA and the term  "employer  security" or  "employer  securities"
shall have the meaning assigned to such term in Section  407(d)(1) of ERISA. The
execution  and  delivery  of this  Agreement,  the  Common  Shares and any other
agreements or instruments executed in connection herewith and therewith will not
involve any transaction  which is subject to the  prohibitions of Section 406 of
ERISA or in  connection  with which a tax could be imposed  pursuant  to Section
4975 of the Code.

     Section  2.11.  Investment  Company Act.  The Company is not an  investment
company or a person directly or indirectly  controlled by or acting on behalf of
an investment  company within the meaning of the Investment Company Act of 1940,
as amended.

     Section 2.12. Environmental Compliance.  The Company has obtained and is in
compliance  with  all  permits,  licenses,  and  other  authorizations  that are
required under all Environmental Laws (as hereinafter  defined),  including laws
relating  to  emissions,   discharges,   releases  or  threatened   releases  of
contaminants into the environment (including,  without limitation,  ambient air,
surface water, ground water or land) or otherwise

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relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport, or handling of contaminants, except to the extent
that failure to have any such permit, license or other authorization does not
have a material adverse effect on the business, condition (financial or other),
assets, properties, operations or prospects of the Company.

     Section 2.13.  Maintenance  of  Insurance.  The Company  carries  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 in Schedule 2.13 hereto.

     Section 2.14.  Labor  Relations.  To the best knowledge of the Company,  no
material   unfair  labor   practice   complaint  or  sex,  age,  race  or  other
discrimination  claim has been  brought  during the last five years  against the
Company  before  the  National  Labor  Relations  Board,  the  Equal  Employment
Opportunity  Commission or any other  Governmental Body. During that period, the
Company has complied in all material  respects with all applicable laws relating
to the employment of labor,  including,  without  limitation,  those relating to
immigration, wages, hours and collective bargaining.

     Section 2.15.  Assumptions or Guaranties of  Indebtedness of Other Persons.
The Company has not assumed,  guaranteed,  endorsed or otherwise become directly
or  contingently  liable  (including,  without  limitation,  liability by way of
agreement,  contingent or otherwise,  to purchase, to provide funds for payment,
to supply funds to or otherwise  invest in the debtor or otherwise to assure the
creditor against loss) on any Indebtedness of any other Person.

     Section 2.16. Disclosure. The Company has provided to each Purchaser copies
of its Annual Report on Form 10-K for the  transition  period ended  February 1,
1997,  which  includes  the  Audited   Financial   Statements  (the  "Form  10-K
Documents");  the Company  has also  provided  to each  Purchaser  copies of its
Quarterly Report on Form 10-Q for the 13 weeks ended May 3, 1997, which includes
the Unaudited Financial  Statements (the "Form 10-Q Documents").  Such documents
are  true,  accurate  and  complete  in  all  material  respects.  Neither  this
Agreement,  the Financial  Statements,  the Form 10-K  Documents,  the Form 10-Q
Documents, nor any other agreement,  document,  certificate or written statement
furnished  to Purchaser  by or on behalf of the Company in  connection  with the
transactions  contemplated  hereby  contains any untrue  statement of a material
fact or omits to state a material fact necessary in order to make the statements
contained  herein  or  therein  not  misleading.  There  is no fact  within  the
knowledge of the

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Company or any of its executive officers which has not been disclosed
herein, in the Form 10-K Documents, in the Form 10-Q Documents or in writing by
them to Purchaser and which materially adversely affects, or in the future in
their opinion may, insofar as they can now reasonably foresee, materially
adversely affect, the business, properties, assets, operations, prospects or
condition, financial or otherwise, of the Company.

     Section 3. CONDITIONS OF CLOSING.  Each Purchaser's  obligation to purchase
and pay for the Common  Shares to be purchased by such  Purchaser on the Closing
Date shall be subject to the  satisfaction  on or before the Closing Date of the
conditions hereinafter set forth.

     Section 3.1. Proceedings Satisfactory. All proceedings taken on or prior to
the Closing Date in  connection  with the issuance of the Common  Shares and the
consummation  of the  transactions  contemplated  hereby and all  documents  and
papers relating  thereto shall be reasonably  satisfactory in form and substance
to the Purchasers and their counsel, and they shall have received copies of such
documents,  papers, and certificates of officers of the Company, all in form and
substance  reasonably  satisfactory to the Purchasers and their counsel, as they
may reasonably request in connection therewith.

     Section   3.2.    Representations   True;   Officer's   Certificate.    All
representations  and  warranties of the Company  contained in Section 2 shall be
true,  in each case on and as of the Closing Date with the same effect as though
such representations and warranties had been made on and as of the Closing Date;
the Company  shall have  performed  all  agreements  on its part  required to be
performed  under this  Agreement  on or prior to the Closing  Date;  the Company
shall not have  consolidated  with,  merged into,  or sold,  leased or otherwise
disposed of its properties as an entirety or substantially as an entirety to any
person; all conditions specified in Section 3 shall have been satisfied; and the
Purchasers shall have received a certificate signed by the Chairman of the Board
of Directors,  the President or the principal  financial officer of the Company,
dated the Closing Date, certifying to the effect specified in this Section.

     Section 3.3. Purchase Permitted by Applicable Laws. The sale by the Company
and the payment for the Common  Shares to be  purchased  by the  Purchasers  (i)
shall  not be  prohibited  by any  applicable  law or  governmental  regulation,
release,  interpretation or opinion, (ii) shall not subject any Purchaser to any
penalty under or pursuant to any applicable law or governmental regulation,  and
(iii) shall be permitted by the laws and  regulations  of the  jurisdictions  to
which any Purchaser is subject.

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     Section 3.4. Common Shares. The Common Shares shall have been duly executed
and delivered by the parties  thereto and all  governmental  charges  payable in
connection  therewith  shall have been paid (or payment shall have been provided
for) in full.

     Section 3.5. Registration Rights Agreement.  The Company and the Purchasers
shall have entered into the Registration  Rights Agreement  substantially in the
form set forth as Exhibit 3.5 hereto.

     Section 4.  COVENANTS.  The Company  covenants and agrees that on and after
the date hereof, so long as any Common Shares shall be outstanding, that it will
perform and observe the following  covenants and  provisions and will cause each
Subsidiary to perform and observe such of the following covenants and provisions
as are applicable to such Subsidiary:

     Section 4.1.  Observance of Statutes,  Regulations and Orders.  The Company
shall  remain at all times in  compliance  with all  statutes  or other rules or
regulations  of any  Governmental  Body,  including any  Environmental  Law, the
violation  of which  might  have a  Material  Adverse  Effect on the  Company or
materially   adversely  affect  the  ability  of  the  Company  to  perform  its
obligations under this Agreement.

     Section 4.2. Corporate Existence.  The Company shall do or cause to be done
all things  necessary to preserve  and keep in full force and effect,  and shall
cause  each  Subsidiary  to  preserve  and keep in full  force and  effect,  its
corporate  existence in  accordance  with the rights  (charter  and  statutory),
licenses and  franchises  of the Company;  provided,  however,  that the Company
shall not be required to preserve  any such right,  license or  franchise if the
Board  of  Directors  shall  determine  in good  faith  in  accordance  with the
Company's  charter that the  preservation  thereof is no longer desirable in the
conduct of the  business  of the  Company,  taken as a whole,  and that the loss
thereof is not adverse in any material respect to the Purchasers.

     Section 4.3. Taxes.  The Company shall pay, and shall cause each Subsidiary
to pay, prior to delinquency,  all material taxes,  assessments and governmental
levies that may be imposed upon the  Company,  except as contested in good faith
and by appropriate proceedings.

     Section 4.4. Maintenance of Properties.  The Company shall, and shall cause
each of its Subsidiaries to, maintain, preserve, protect and keep its properties

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in good repair,  working order and condition  (ordinary wear and tear excepted),
and make necessary and proper  repairs,  renewals and  replacements  so that its
business  carried on in connection  therewith  may be properly  conducted at all
times consistent with past practices of the Company.

     Section 4.5.  Books and Records.  The Company  shall keep books and records
which accurately reflect all of its material business affairs and transactions.

     Section 4.6.  Maintenance  of Insurance.  The Company shall  maintain,  and
cause each  Subsidiary to maintain,  insurance  with  responsible  and reputable
insurance  companies or  associations in such amounts and covering such risks as
is usually carried by companies engaged in similar businesses and owning similar
properties in the same general areas in which the Company operates.

     Section 4.7. Limitations on Transactions with Affiliates. The Company shall
not make,  and shall  cause its  Subsidiaries  not to make,  any  payment  to or
investment in, or enter into any  transaction  with,  any  Affiliate,  including
without  limitation the purchase,  sale or exchange of property or the rendering
of any service,  except pursuant to the reasonable requirements of the Company's
existing  or  proposed  business;  provided  that such  transaction  is on terms
comparable to those generally available on an arm's-length basis.

     Section  4.8.  Investment  Company  Act.  The  Company  shall not become an
investment  company subject to registration  under the Investment Company Act of
1940, as amended.

     Section 4.9.  Compliance  with ERISA.  The Company shall comply,  and cause
each  Subsidiary to comply,  with the  provisions of ERISA and the Code, and the
rules and regulations thereunder,  which are applicable to any Plan. The Company
shall permit any event or condition to exist which could permit any such plan to
be  terminated  under  circumstances  which would cause the lien provided for in
Section 4068 of ERISA to attach to the assets of the Company.

     Section  4.10.  Access to  Information.  At the request of any Purchaser (a
"Requesting  Purchaser"),  the Company shall provide such  Requesting  Purchaser
with the monthly  unaudited  balance  sheet of the Company as of the last day of
the month  then  ended  and the  related  unaudited  statements  of  operations,
stockholders'  equity and cash flows of the Company for the month then ended.  A
Requesting  Purchaser  under this  Section 4.10 hereby  acknowledges  that it is

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aware of the  restrictions  imposed by federal  and state  securities  laws on a
person  possessing  material  nonpublic  information  about a  company.  In this
regard,  a Requesting  Purchaser hereby agrees that while it is in possession of
material nonpublic information with respect to the Company and its subsidiaries,
such  Requesting  Purchaser  will not  purchase  or sell any  securities  of the
Company, or communicate such information to any third party, in violation of any
such laws.  Such  Requesting  Purchaser  also agrees  that,  if requested by the
Company,  such  Requesting  Purchaser  will  cause  any of its  representatives,
consultants  or advisors  who have been or may become  apprised of any  material
nonpublic  information  about the Company to give a written  undertaking  to the
same effect to the Company.

     Section  5. SEC  REPORTS.  The  Company  shall file all  reports  and other
information  and documents  which it is required to file with the Securities and
Exchange  Commission  ("SEC") pursuant to Section 13  or 15(d) of the Securities
and Exchange  Act of 1934,  as amended (the  "Exchange  Act").  The Company will
cause any quarterly and annual reports, proxy statements and any other documents
which it mails to its stockholders to be mailed each Purchaser.

     If the Company is not subject to the reporting  requirements  of Section 13
or 15(d) of the  Exchange  Act, the Company  will  prepare,  for the first three
quarters of each  fiscal  year,  quarterly  financial  statements  substantially
equivalent  to the financial  statements  required to be included in a report on
Form 10-Q  under the Exchange Act. The Company will also  prepare,  on an annual
basis, complete audited consolidated  financial statements,  including,  but not
limited to, a balance sheet,  statements of operations,  shareholders equity and
cash flows and all  appropriate  notes.  All such financial  statements  will be
prepared  in  accordance   with   generally   accepted   accounting   principles
consistently  applied,  except for changes with which the Company's  independent
accountants  concur,  and except  that  quarterly  statements  may be subject to
year-end adjustments. The Company will cause a copy of such financial statements
to be mailed to each Purchaser as soon as available within  forty-five (45) days
after the close of each of the first  three  quarters  of each  fiscal  year and
within ninety (90) days after the close of each fiscal year.

     Each Purchaser and prospective purchasers designated by such Purchaser will
have the right to obtain  from the Company  upon  request by such  Purchaser  or
prospective purchasers, during any period in which the Company is not subject to
Section 13 or 15(d) of the Exchange Act, the  information  required by paragraph
d(4)(i) of Rule 144A under the Securities Act.

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            Section 6.  DEFINITIONS.

     Section 6.1.  Definitions.  Except as otherwise specified or as the context
may otherwise  require,  the following terms shall have the respective  meanings
set forth below whenever used in this Agreement:

     "Affiliate" means a Person (i) that directly or indirectly controls,  or is
controlled  by,  or  is  under  common  control  with,  the  Company,  (ii) that
beneficially  owns ten percent (10%) or more of the Voting Stock of the Company,
or  (iii) 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 the  Company.  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.  Notwithstanding  the
foregoing, the holders of the Common Shares shall be deemed not to be Affiliates
of the Company for purposes of this Agreement.

     "Agreement" has the meaning ascribed thereto in Section 1.1.

     "Board of Directors"  means either the board of directors of the Company or
any duly authorized committee of that board.

     "Business  Day"  means any day other  than a  Saturday,  Sunday or a day on
which banks in the State of California are required or permitted to close.

     "Capital Lease" means any lease of property which, in accordance with GAAP,
should be capitalized  on the lessee's  balance sheet or for which the amount of
the asset and liability thereunder as if so capitalized should be disclosed in a
note to such balance sheet; and "Capital Lease  Obligation"  means the amount of
the liability  with respect to a Capital Lease which should be so capitalized or
disclosed.

     "Closing" has the meaning ascribed thereto in Section 1.2.

     "Closing Date" has the meaning ascribed thereto in Section 1.2.

     "Code" has the meaning ascribed thereto in Section 2.11.

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     "Commission"  means the  Securities  and Exchange  Commission and any other
similar  or  successor  agency  of  the  federal  government  administering  the
Securities Act and the Exchange Act.

     "Common Shares" has the meaning ascribed thereto in Section 1.1.

     "Common Stock" has the meaning ascribed thereto in Section 1.1.

     "Company" means The Right Start, Inc., a California corporation.

     "Environmental Law" or "Environmental  Laws" mean any law or Order relating
to the regulation or protection of human health, safety or the environment or to
emissions,   discharges,   releases  or  threatened   releases  of   pollutants,
contaminants,  chemicals or industrial,  toxic or hazardous substances or wastes
into the environment (including,  without limitation, ambient air, soil, surface
water, ground water, wetlands, land or subsurface strata), or otherwise relating
to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of  pollutants,  contaminants,  chemicals  or  industrial,
toxic or hazardous substances or wastes.



     "ERISA" has the meaning ascribed thereto in Section 2.11.


     "ERISA  Affiliate"  means  any  corporation  that is a  member  of the same
controlled  group of  corporations  (within the meaning of Section 414(b) of the
Code) as the  Company  or any  corporation  or trade or  business  that is under
common  control  (within  the  meaning of  Section  414(c) of the Code) with the
Company.

     "Exchange  Act" means the  Securities and Exchange Act of 1934, as amended,
and any similar or successor  federal statute,  and the rules and regulations of
the Commission thereunder,  all as the same shall be in effect at any applicable
time.

     "Financial Statements" has the meaning ascribed thereto in Section 2.2.

     "GAAP" means generally accepted  accounting  principles as in effect at the
time of application to the provisions hereof.

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     "Governmental   Body"  means  any  federal,   state,   municipal  or  other
governmental department,  commission,  board, bureau, agency or instrumentality,
foreign or domestic, or any financial or other rating agency.

     "Guarantee"  means any guarantee or other contingent  liability,  direct or
indirect,  with  respect  to any  Indebtedness  of  another  person,  through an
agreement or  otherwise,  including,  without  limitation,  (i) any  endorsement
(otherwise than for collection or deposit in the ordinary course of business) or
discount  with  recourse or  undertaking  substantially  equivalent to or having
similar  economic  effect of a guarantee with respect to any such  Indebtedness,
and (ii) any  agreement  (A) to purchase,  or to advance or supply funds for the
payment or purchase of, any such Indebtedness of another, (B) to purchase,  sell
or lease  property,  products,  materials  or  supplies,  or  transportation  or
services,  primarily  for the purpose of enabling  such other person to pay such
Indebtedness  or to assure the owner  thereof  against  loss  regardless  of the
delivery or  non-delivery  of the property,  products,  materials or supplies or
transportation  or  services,  or  (C)  to  make  any  loan,  advance,   capital
contribution  or other  investment  in such  other  person  to  assure a minimum
equity,  working  capital or other balance  sheet  condition for any date, or to
provide funds for the payment of any  liability,  dividend or stock  liquidation
payment,  or otherwise to supply funds to or in any manner  invest in such other
person. The amount of any Guarantee shall be equal to the outstanding  principal
amount  of  the  Indebtedness  guaranteed,  unless  some  lessor  limitation  is
specifically stated in such guarantee.

     "Indebtedness"  means  any  obligation  for  borrowed  money  or for  which
interest is customarily paid, but in any event shall include without  limitation
(i) any  obligation  owed for all or any part of the purchase price of property,
services or other assets or for the cost of property or other assets constructed
or of  improvements  thereto,  other than accounts  payable  included in current
liabilities and incurred in respect of property  purchased or services  rendered
in the ordinary course of business,  (ii) any obligations secured by any Lien in
respect of property  even though the person  owning the property has not assumed
or become  liable for the payment of such  obligation,  (iii) any Capital  Lease
Obligation,  (iv)  any  Guarantee  with  respect  to  Indebtedness  (of the kind
otherwise  described in this definition) of another person,  and (v) obligations
in respect of letters of credit, surety bonds and completion bonds.

     "Kayne  Anderson" means Kayne Anderson  Investment  Management,  Inc., KAIM
Non-Traditional,  L.P., Kayne Anderson Non-Traditional Investments,  L.P., Kayne
Anderson Offshore Limited,  ARBCO  Associates,  L.P.,  Offense Group Associates,
L.P., and Opportunity Associates, L.P. and each of their affiliates.

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     "Leases" has the meaning ascribed thereto in Section 2.5.

     "Lien"  means,  as to any  person,  any  mortgage,  lien,  pledge,  charge,
security interest or other encumbrance in or on, or any interest or title of any
vendor,  lessor,  lender or other  secured  party to or of the person  under any
Indebtedness,  conditional  sale or other title  retention  agreement or Capital
Lease with  respect to, any  property or asset of the person,  or the signing or
filing of a financing statement which names the person as debtor, or the signing
of any  security  agreement  authorizing  any other party as the  secured  party
thereunder to file any financing statement.

     "Material  Adverse  Effect" means,  with respect to any Person,  a material
adverse effect on the business, prospects,  properties,  condition (financial or
otherwise) or operations of such Person.

     "Order"  means  any  order,  writ,  injunction,  decree,  judgment,  award,
determination, direction or demand.

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "Permitted Liens" means:

                  (a) Liens for taxes, assessments, or governmental charges
      or claims the payment of which is not yet past due or that are being
      contested in good faith by appropriate proceedings and for which
      adequate reserves have been established;

                  (b) statutory Liens of landlords, carriers, warehousemen,
      mechanics, or materialmen, and other Liens imposed by law and incurred
      in the ordinary course of business, that are for sums not yet
      delinquent for a period of more than thirty (30) days or are being
      contested in good faith, if reserves or other appropriate provisions,
      if any, as shall be required by GAAP, shall have been made therefor;

                  (c) Liens incurred or deposits or pledges made in the
      ordinary course of business in connection with workers' compensation,
      unemployment insurance, and other types of social security laws;

                  (d) any attachment or judgment Lien; provided that (i) the

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      time for the appeal or petition for rehearing of such judgment lien
      shall not have expired; (ii) the Company in good faith shall be
      prosecuting an appeal or proceeding for review with respect to which
      execution has been stayed pending such appeal or which is vacated or
      discharged within thirty (30) days of the termination of such stay; or
      (iii) with respect to which payment in full above any applicable
      deductible is covered by insurance (so long as no reservation of rights
      has been made by the insurer in connection with such coverage), and
      Liens incurred to secure any surety bonds, appeal bonds, supersedeas
      bonds, or other instruments serving a similar purpose in connection
      with the appeal of any such judgment or any proceeding to which the
      Company is a party; and

                  (e) minor survey exceptions, easements and licenses,
      reservations of, or rights of others for, rights-of-way, highway and
      railroad crossings, sewers, electric lines, telegraph and telephone
      lines, and other similar purposes, or zoning or other restrictions or
      similar charges with respect to the use of real properties not incurred
      in connection with Indebtedness of the Company or materially detracting
      from the value of such properties.

                  (f)  any Lien on the Company's assets or properties to
      secure payment to a lender that is senior in right of payment to a
      holder of the Company's 11.5% Senior Subordinated Notes due May 6, 2000.

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

     "Purchasers" means the Purchasers listed on Schedule I hereto.

     "Securities  Act" means the  Securities  Act of 1933,  as amended,  and any
similar or  successor  federal  statute,  and the rules and  regulations  of the
Commission  thereunder,  all as the same  shall be in effect  at any  applicable
time.

     "Subsidiary"  means any  corporation  or other  entity of which the Company
and/or  one or more of its  Subsidiaries  own more  than 50% of the  outstanding
stock or other  interest  having by its terms  ordinary  voting power to elect a
majority of the board of  directors  of such  corporation,  entity or  otherwise
control such corporation or entity, and, except as otherwise expressly indicated
herein, references to Subsidiaries shall refer to Subsidiaries of the Company.

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     "Voting  Stock"  means 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.

     Section 6.2.  Accounting  Terms. All accounting terms used herein which are
not expressly defined in this Agreement have the meanings  respectively given to
them in accordance with GAAP, all  computations  made pursuant to this Agreement
shall  be made in  accordance  with  GAAP,  and all  balance  sheets  and  other
financial  statements  shall be prepared in accordance with GAAP,  except in the
case of  unaudited  financial  statements  which are subject to  year-end  audit
adjustments and the absence of footnotes.

     Section 7.  REGISTRATION,  TRANSFER  AND  EXCHANGE OF COMMON  SHARES;  LOST
CERTIFICATES.  The Company shall cause its transfer  agent,  U.S. Stock Transfer
Corporation,  subject to such reasonable  regulations as such transfer agent may
prescribe,  but at the Company's expense (other than transfer taxes, if any), to
provide for the registration and transfer of the Common Shares.

     The Common  Shares may not be sold,  transferred,  pledged or  hypothecated
unless the proposed  transaction does not require  registration or qualification
under federal or state  securities  laws or unless the proposed  transaction  is
registered or qualified as required.

     The  holder of any of the  Common  Shares  may,  at such  holder's  option,
surrender the same for transfer or exchange  either at the  principal  office of
the Company's transfer agent located at 1745 Gardena Ave., Glendale,  California
91204  accompanied  in  the  case  of a  transfer  or  assignment  by a  written
instrument of transfer or assignment in form  satisfactory to the transfer agent
duly executed by the registered holder thereof or by such holder's attorney duly
authorized  in  writing.  In case any  holder  shall so  request  the  transfer,
assignment  or exchange of any of the Common  Shares,  the transfer  agent shall
execute  and  deliver  in  exchange   therefor  one  or  more  new  certificates
representing the Common Shares,  as may be requested by such holder, in the same
denomination or denominations as the Common Shares so surrendered.

     Upon receipt by the Company's transfer agent of evidence satisfactory to it
of the loss, theft,  destruction or mutilation of any certificate evidencing the
Common  Shares,  and (in  case of  loss,  theft  or  destruction)  of  indemnity

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reasonably   satisfactory  to  it,  upon  surrender  and  cancellation  of  such
certificate or receipt of such indemnity,  the Company shall make and deliver in
lieu of such certificate a new certificate in the same denomination.

     Section 8. TAXES. The Company shall pay all taxes  (including  interest and
penalties),  other than taxes imposed on the income of the Purchasers, which may
be payable in respect of the execution and delivery of this  Agreement or of the
execution  and delivery of any of the Common  Shares or of any  amendment of, or
waiver or consent under or with respect to, this  Agreement or any of the Common
Shares and shall save each  Purchaser  harmless  against  any loss or  liability
resulting from nonpayment or delay in payment of any such tax.

     Section 9. MISCELLANEOUS.

     Section  9.1.  Indemnification.  The Company  hereby  agrees to  indemnify,
exonerate and hold Purchaser and each of its partners and affiliates,  and their
stockholders,  officers, directors,  employees and agents free and harmless from
and against any and all actions,  causes of action, suits,  litigation,  losses,
liabilities  and  damages,  investigations  or  proceedings  instituted  by  any
governmental  agency or any other Person, and expenses in connection  therewith,
including  without  limitation  reasonable  attorneys'  fees and  disbursements,
incurred by the  indemnitee or any of them as a result of, or arising out of, or
relating to (a) any  transaction  financed or to be financed in whole or in part
directly  or  indirectly  with  proceeds  from  the sale by the  Company  of any
securities hereunder, or (b) the execution, delivery, performance or enforcement
of  this  Agreement  or  any  instrument  contemplated  hereby  by  any  of  the
indemnitees,  except  in each  such  case to the  extent  any  such  indemnified
liabilities  arise on account of such  indemnitee's  gross  negligence,  willful
misconduct or bad faith.

     Section  9.2.  Expenses.  The Company and  Purchaser  each agree to pay all
their own costs and expenses in connection with the  preparation,  execution and
delivery  of this  Agreement,  the  Common  Shares  and  other  instruments  and
documents to be delivered hereunder.

     Section 9.3. Amendments, Waiver and Consents. No amendment, modification or
addition to this Agreement,  and no waiver of or consent to  noncompliance  with
any covenant or other provision of this Agreement  shall be effective  unless in
writing  and  duly  executed  by the  party  against  whom  enforcement  of such
amendment,  modification,  addition,  waiver or consent is sought. Any waiver or

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consent may be given subject to  satisfaction  of conditions  stated therein and
any waiver or consent shall be effective  only in the specific  instance and for
the specific purpose for which given.

     Section 9.4. Reliance on and Survival of  Representations.  All agreements,
representations and warranties of the Company contained in this Agreement and in
any certificates or other instruments delivered pursuant to this Agreement shall
(i) be deemed to be material  and to have been  relied  upon by the  Purchasers,
notwithstanding any investigation  heretofore or hereafter made by any Purchaser
or on such  Purchaser's  behalf,  and (ii) survive the execution and delivery of
this Agreement for a period of one year.

     Section 9.5. Successors and Assigns. This Agreement shall bind and inure to
the benefit of and be enforceable by the Company,  each of the  Purchasers,  and
the Purchasers'  respective  successors and assigns.  The Company may not assign
its rights under this Agreement.

     Section 9.6. Notices. All notices and other communications  provided for in
this Agreement  shall be in writing and delivered,  telecopied or mailed,  first
class postage prepaid, addressed:

            (a)  If to the Company:

                        The Right Start, Inc.
                        5334 Sterling Center Drive
                        Westlake Village, CA 91361
                        Attention:  President
                        Facsimile:  (818) 707-7132

                  with a copy to:

                        Milbank, Tweed, Hadley & McCloy
                        601 S. Figueroa, 30th Floor
                        Los Angeles, CA 90017
                        Attention:  Kenneth J. Baronsky, Esq.
                        Facsimile:  (213) 629-5063

            (b)  If to the Purchasers, at the addresses set forth on the
      signature page and as may be designated by notice to the Company.

     Any such  notice or  communication  shall be deemed to have been duly given
when delivered, telecopied or mailed as aforesaid.

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                                       22
<PAGE>

     Section 9.7.  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.

     Section 9.8.  Governing  Law9.8.  Governing Law. This Agreement and (unless
otherwise provided) all amendments,  supplements,  waivers and consents relating
hereto or thereto shall be governed by and construed in accordance with the laws
of the State of Delaware.

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                                       23
<PAGE>

     Section 9.9. Waiver of Jury Trial. EACH PURCHASER, BY ITS ACCEPTANCE OF ANY
OF THE COMMON SHARES, AND THE COMPANY, EACH HEREBY AGREE TO WAIVE ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS  AGREEMENT,  THE COMMON SHARES OR ANY OTHER  AGREEMENTS  RELATING TO THE
COMMON  SHARES OR ANY DEALINGS  BETWEEN THEM  RELATING TO THE SUBJECT  MATTER OF
THIS TRANSACTION. The scope of this waiver is intended to be all-encompassing of
any and all  disputes  that may be filed in any  court  and that  relate  to the
subject  matter of this  transaction,  including  without  limitation,  contract
claims,  tort  claims,  breach  of duty  claims  and all  other  common  law and
statutory  claims.  The  Purchasers and the Company each  acknowledge  that this
waiver is a material inducement to enter into a business relationship, that each
has already relied on the waiver in entering into this Agreement,  and that each
shall  continue  to rely on the waiver in their  related  future  dealings.  The
Purchasers and the Company further  represent and warrant that each has reviewed
this waiver with its legal  counsel,  and that each  knowingly  and  voluntarily
waives  its  jury  trial  rights  following  consultation  with  legal  counsel.
NOTWITHSTANDING  ANYTHING TO THE CONTRARY  HEREIN,  THIS WAIVER IS  IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,  AND THE WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS  AGREEMENT,  THE COMMON SHARES,  OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING TO THE COMMON SHARES. In the event of litigation, this Agreement may be
filed as a written consent to a trial by the Court.

                 [Remainder of page intentionally left blank]






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                                      24

<PAGE>


     Each  Purchaser is requested  to sign the form of  acceptance  in the space
provided below whereupon this Agreement shall become a binding agreement between
such Purchaser and the Company.

                              Very truly yours,


                              THE RIGHT START, INC.



                              By:
                                  -----------------------
                                  Jerry R. Welch
                                  Chief Executive Officer










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<PAGE>


The foregoing Agreement is hereby accepted as of the date first above written:



                                    CAHILL, WARNOCK STRATEGIC PARTNERS FUND,
                                    L.P.

                                    By:   Cahill, Warnock Strategic
                                          Partners, L.P., its general
                                          partner

                                          By:
                                                ------------------
                                                David L. Warnock,
                                                a General Partner


                                    Address for Notices and Payments:

                                    1 South Street, Suite 2150
Baltimore, MD 21202
                                    Attention:  David Warnock
                                    Telephone:  (410) 895-3800
Telecopy:   (410) 895-3805


                                    With a copy to:

                                    Wilmer, Cutler & Pickering
                                    2445 M Street, NW
                                    Washington, DC  20037
                                    Attention:  Gerry Cater, Esq.
                                    Telephone:  (410) 986-2800
                                    Telecopy:   (410) 986-2828





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<PAGE>



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The foregoing Agreement is hereby accepted as of the date first above written:



                                    ARBCO Associates, L.P.



                                    By:
                                          ----------------------
                                          Name:
                                          Title:


                                    Address for Notices and Payments:

                                    1800 Avenue of the Stars, 2nd Floor
                                    Los Angeles, CA  90067
                                    Attention:  Ric Kayne
                                    Telephone:  (310) 556-2721
                                    Telecopy:   (310)








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<PAGE>




The foregoing Agreement is hereby accepted as of the date first above written:



                                    JERRY D. KAYNE AND IDA KAYNE REVOCABLE

                                    TRUST UAD 2/14/83


                                    --------------------------------------
                                        Jerry D. Kayne, as Trustee


                                    Address for Notices and Payments:

                                    2182 Century Hill
                                    Los Angeles, CA  90067
                                    Attention:  Jerry Kayne
                                    Telephone:  (310) 203-8060
                                    Telecopy:   (310) 203-9420


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<PAGE>

The foregoing Agreement is hereby accepted as of the date first above written:



                                    RICHARD A. KAYNE, an individual


                                    --------------------------------------


                                    Address for Notices and Payments:

                                    1800 Avenue of the Stars, 2nd Floor
                                    Los Angeles, CA  90067
                                    Attention:  Ric Kayne
                                    Telephone:  (310) 556-2721
                                    Telecopy:   (310)
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<PAGE>

The foregoing Agreement is hereby accepted as of the date first above written:



                                    FRED KAYNE, an individual


                                    --------------------------------------



                                    Address for Notices and Payments:

                                    1800 Avenue of the Stars
                                    Suite 1112
                                    Los Angeles, CA  90067
                                    Attention:  Fred Kayne
                                    Telephone:  (310) 551-0322
                                    Telecopy:   (310) 551-3077


                                    With a copy to:

                                    --------------------------------------

                                    --------------------------------------

                                    Attention:
                                    Telephone:  (   ) _________________
                                    Telecopy:   (   ) _________________




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<PAGE>


The foregoing Agreement is hereby accepted as of the date first above written:



                                    KAYNE ANDERSON NON-TRADITIONAL
                                    INVESTMENTS, L.P.


                                    By: _______________________________
                                          Name:
                                          Title:


                                    Address for Notices and Payments:

                                    1800 Avenue of the Stars, 2nd Floor
                                    Los Angeles, CA  90067
                                    Attention:  Ric Kayne
                                    Telephone:  (310) 556-2721
                                    Telecopy:   (310) _________________







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<PAGE>


The foregoing Agreement is hereby accepted as of the date first above written:



                                    KAYNE ANDERSON OFFSHORE LIMITED


                                    By: _______________________________
                                          Name:
                                          Title:


                                    Address for Notices and Payments:

                                    1800 Avenue of the Stars, 2nd Floor
                                    Los Angeles, CA  90067
                                    Attention:  Ric Kayne
                                    Telephone:  (310) 556-2721
                                    Telecopy:   (310) _________________






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<PAGE>




The foregoing Agreement is hereby accepted as of the date first above written:



                                    JAMES M. MALLICK, an individual


                                    __________________________________



                                    Address for Notices and Payments:

                                    P.O. Box 1638
                                    Rancho Santa Fe, CA  92067
                                    Attention:  James M. Mallick
                                    Telephone:  (619) 759-1995
                                    Telecopy:   (619) 759-1799

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<PAGE>

The foregoing Agreement is hereby accepted as of the date first above written:



                                    OFFENSE GROUP ASSOCIATES, L.P.


                                    By: _______________________________
                                          Name:
                                          Title:


                                    Address for Notices and Payments:

                                    1800 Avenue of the Stars, 2nd Floor
                                    Los Angeles, CA  90067
                                    Attention:  Ric Kayne
                                    Telephone:  (310) 556-2721
                                    Telecopy:   (310) _________________


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<PAGE>

The foregoing Agreement is hereby accepted as of the date first above written:



                                    OPPORTUNITY ASSOCIATES, L.P.


                                    By: _______________________________
                                          Name:
                                          Title:


                                    Address for Notices and Payments:

                                    1800 Avenue of the Stars, 2nd Floor
                                    Los Angeles, CA  90067
                                    Attention:  Ric Kayne
                                    Telephone:  (310) 556-2721
                                    Telecopy:   (310) _________________





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<PAGE>




The foregoing Agreement is hereby accepted as of the date first above written:



                                    STRATEGIC ASSOCIATES, L.P.

                                    By: Cahill, Warnock & Company, LLC,
                                        its general partner


                                    By: _______________________________
                                          David L. Warnock
                                          Managing Member


                                    Address for Notices and Payments:

                                    1 South Street, Suite 2150
                                    Baltimore, MD  21202
                                    Attention:  David Warnock
                                    Telephone:  (410) 895-3800
                                    Telecopy:   (410) 895-3805


                                    With a copy to:

                                    Wilmer, Cutler & Pickering
                                    100 Light Street
                                    Baltimore, MD  21202
                                    Attention:  Gerry Cater, Esq.
                                    Telephone:  (410) 986-2800
                                    Telecopy:   (410) 986-2828






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<PAGE>



The foregoing Agreement is hereby accepted as of the date first above written:



                                    MICHAEL TARGOFF



                                    ___________________________________


                                    Address for Notices and Payments:

                                    600 Third Avenue, 36th Floor
                                    New York, NY  10016
                                    Attention:  Michael Targoff
                                    Telephone:  (212) 338-5221
                                    Telecopy:   (212)





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<PAGE>



The foregoing Agreement is hereby accepted as of the date first above written:


                                    THE TRAVELERS INDEMNITY COMPANY


                                    By: _______________________________
                                          Name:
                                          Title:


                                    Address for Notices and Payments:

                                    388 Greenwich Street, 36th Floor
                                    New York, NY  10013
                                    Attention:  Harvey Eisen
                                    Telephone:  (212) 816-3204
                                    Telecopy:   (212) 816-3364


                                    With a copy to:

                                    The Travelers Indemnity Company
                                    One Tower Square
                                    Hartford, Connecticut  06183
                                    Attention: Securities Dept.
                                    Telephone:  (860) 277-5459
                                    Telecopy:   (860) 277-2299




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<PAGE>




                                  SCHEDULE I

                                                      Common Shares
         Purchasers                                   Purchased

ARBCO Associates, L.P.                                220,000 shares

Cahill, Warnock Strategic Partners                     75,800
  Fund, L.P.

Fred Kayne                                            224,000

Jerry D. Kayne and Ida Kayne Revocable                 66,000
  Trust UAD 2/14/83

Richard A. Kayne                                      120,000

Kayne Anderson Non-Traditional                        220,000
  Investments, L.P.

Kayne Anderson Offshore Limited                        40,000

James M. Mallick                                       50,000

Offense Group Associates, L.P.                        220,000

Opportunity Associates, L.P.                          100,000

Strategic Associates, L.P.                              4,200

Michael Targoff                                        50,000

The Travelers Indemnity Company                       120,000


                                       TOTAL:       1,510,000 shares








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<PAGE>

                                 SCHEDULE 2.13

                               INSURANCE POLICIES


     LINE OF COVERAGE                CARRIERS                    POLICY
                                                                  TERM
---------------------------   ----------------------------   -------------

Commercial Package             Reliance Insurance               8/31/97 -
(Property, Inland              Company                          8/31/98
Marine, Crime
Boiler & Machinery)

Commercial General             General Star Indemnity           8/31/97 -
Liability                      Company                          8/31/98
Including Employee Benefits
Liability

Employment                     Reliance Insurance               8/31/97 -
Practices Liability            Company of Illinois              8/31/98

Directors, Officers            National Union Fire              8/31/97 -
and Corporate                  Insurance Company                8/31/98
Liability

Workers'                       United Pacific                   8/31/97 -
Compensation                   Insurance Company                8/31/98
        Employers
Liability - CA only

Workers' Compensation          United Pacific                   8/31/97 -
Other States                   Insurance Company                8/31/98

Umbrella Liability             TIG Insurance                    8/31/97 -
                                                                8/31/98

Fiduciary Liability            Federal Insurance                3/1/97 -
                               Company                          3/1/98

Ocean Cargo                    Fireman's Fund                   12/16/96
                               Insurance Company                until canceled