TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

                  This TENTH  AMENDMENT  TO LOAN AND  SECURITY  AGREEMENT  (this
"Amendment")  is dated as of July 30, 2000,  and entered into by and between THE
RIGHT START, INC., a California corporation ("Borrower"),  and HELLER FINANCIAL,
INC. ("Lender").

                                    RECITALS

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

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

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

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

                                    AGREEMENT

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

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2.      Amendment to Subsection  1.1 of the Loan Agreement.  The  defined  terms
"Subscription  Agreement"  and "Warrant" set forth in subsection 1.1 of the Loan
Agreement are hereby  deleted in their  entirety and the following  substituted,
respectively, therefor:

                           ""Subscription  Agreement" means,  collectively,  (i)
                  that certain  Subscription  Agreement  dated as of January 18,
                  2000,  regarding the issuance to Lender of 5,130 shares of the
                  common stock of Borrower and a warrant to acquire 5,000 shares
                  of the  common  stock  of  Borrower,  and  (ii)  that  certain
                  Subscription Agreement dated as of August 8, 2000, regarding
                  the  issuance to Lender of warrants to acquire  20,000  shares
                  and 5,000 shares of the common stock of Borrower,  as each may
                  be amended from time to time."

                  ""Warrant" means, collectively,  (i) the warrant dated January
                  18,  2000,  to purchase  5,000  shares of the common  stock of
                  Borrower  issued  to  Heller  Financial,  Inc.,  and  (ii) the
                  warrants  to purchase  20,000  shares and 5, 000 shares of the
                  common  stock of  Borrower  issued  or to be  issued to Heller
                  Financial, Inc., as each may be amended from time to time."

3.       Amendment to Subsection 5.17 of the Loan Agreement.  Subsection 5.17 of
the  Loan  Agreement  is  hereby deleted in  its  entirety  and  the   following
substituted therefor:

                           "5.17  Minimum Availability.  Borrower shall maintain
Minimum Availability of at least $200,000 at all times."

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

                           "6.1 Net Worth.  Borrower shall maintain Net Worth of
                  at least (a) $5,900,000 as of July 31, 2000, (b) $5,700,000 as
                  of August 31, 2000,  and (c)  $10,800,000  as of September 30,
                  2000, and as of the end of each month thereafter."

5.       Amendment to Subsection 6.3 of the Loan Agreement.  Subsection  6.3  of
the   Loan  Agreement  is  hereby  deleted in its  entirety  and  the  following
substituted therefor:

                           "6.3   Minimum EBITDA.  Borrower shall have a minimum
EBITDA for the periods set forth below in the amounts set forth below:



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<PAGE>


                          Period                               Amount

                  Three months ended April 30, 1998            ($1,200,000)
                  Six months ended July 31, 1998               ($1,200,000)
                  Nine months ended October 31, 1998           ($  900,000)
                  Twelve months ended January 31, 1999         ($  900,000)
                  Twelve months ended April 30, 1999           ($  500,000)
                  Twelve months ended July 31, 1999              $      0
                  Twelve months ended October 31, 1999           $  400,000
                  Twelve months ended January 31, 2000           $  500,000
                  Twelve months ended April 30, 2000             $  250,000
                  Twelve months ended July 31, 2000              $      0
                  Twelve months ended October 31, 2000           $  500,000
                  Twelve months ended February 3, 2001           $  500,000"

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

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

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

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

7.      Conditions to the Effectiveness of this Amendment. Each of the following
shall be conditions  precedent to the  effectiveness of this Amendment (the date
on which such  conditions  are met being the  "Effective  Date" and on such date
this Amendment shall be effective as of July 30, 2000):

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

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


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<PAGE>

c.       Lender or its  counsel  shall have  received  (i) a duly  executed  and
         delivered Subscription Agreement (the "New Subscription Agreement"), in
         form and  substance  satisfactory  to  Lender,  and  (ii)  the  related
         warrants issued to "Heller Financial, Inc." for 20,000 shares and 5,000
         shares, respectively, of common stock of Borrower (the "New Warrants"),
         in form and substance satisfactory to Lender.

d.       Borrower shall have delivered to Lender or its counsel a certificate of
         its  Secretary  or an  Assistant  Secretary,  certifying  as to (i) the
         resolutions  of its Board of Directors  authorizing  (A) this Amendment
         and (B) the  New  Subscription  Agreement,  the  New  Warrants  and the
         issuance of stock under each of the New Subscription  Agreement and the
         New  Warrants,  (ii) the  incumbency  of the  officers  executing  this
         Amendment  and any other  documents in connection  herewith,  (iii) the
         articles of  incorporation of Borrower and (iv) the bylaws of Borrower,
         each as in effect on the Effective Date,  together with a good standing
         certificate from the Secretary of State of the State of California with
         respect to the Borrower.

e.       Lender or its counsel shall have received an opinion of Milbank, Tweed,
         Hadley & McCloy LLP, special counsel to Borrower, in form and substance
         satisfactory to Lender.

f.       Lender or its counsel shall have received two (2) original counterparts
         each,  executed on behalf of Borrower by an authorized officer thereof,
         to the Eighth Amendment and the Ninth Amendment,  together with two (2)
         original counterparts each to the certificates set forth, respectively,
         at Exhibit A to each.

8.      Effect of Amendment;  Ratification.  From and after the Effective  Date,
all references  in the Loan  Documents  to the Loan  Agreement  shall  mean  the
Loan Agreement  as  amended  hereby.  The  terms  and  provisions  set  forth in
this Amendment shall amend and supersede all  inconsistent  terms and provisions
set forth in the Agreement and,  except as expressly  modified and superseded by
this  Amendment,  the terms and provisions of the Agreement are hereby  ratified
and confirmed and are and shall continue in full force and effect.

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

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

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<PAGE>

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

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

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

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


                            [SIGNATURE PAGE FOLLOWS]


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<PAGE>


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

                                      THE RIGHT START, INC.


                                      By:  /s/ Jerry R. Welch

                                      Name: Jerry R. Welch

                                      Its: President and Chief Executive Officer



                                      HELLER FINANCIAL, INC.


                                      By: /s/ Barry S. O'Neall

                                      Name:  Barry S. O'Neall

                                      Its:   Senior Vice President

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