EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
                                    AND WAIVER



                  This  EIGHTH  AMENDMENT  TO LOAN AND  SECURITY  AGREEMENT  AND
WAIVER (this "Amendment") is dated as of April 28, 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 so amended, the "Loan Agreement");

                  WHEREAS,  Events of Default exist under (i)  subsection 6.1 of
the Loan  Agreement  as a result of  Borrower's  breach of the minimum Net Worth
covenant  contained in subsection 6.1 for the months of February and March 2000,
(ii)  subsection 6.4 of the Loan  Agreement as a result of Borrower's  exceeding
the limitations on Capital  Expenditures and (iii) subsection 5.1(Q) as a result
of  Borrower's  failing to provide  the  Projections  required  thereunder  (the
"Existing Events of Default"), and Borrower has requested that Lender waive such
Existing  Events of  Default  and Lender has agreed to do so, all upon the terms
and conditions set forth herein;

                  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  upon
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:


<PAGE>


                                    AGREEMENT

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

2.       Amendment to Subsection 2.1(C) of the Loan Agreement. Subsection 2.1(C)
is hereby amended by inserting the following before the final sentence thereof:

                  "Commencing on May 1, 2000, and continuing on the first day of
                  each  month  thereafter  until the CAPEX Loan is paid in full,
                  Borrower shall pay to Lender (in addition to any other amounts
                  due hereunder),  $100,000, which payments shall be credited to
                  the  outstanding  principal  balance  of  all  CAPEX  Advances
                  outstanding as of each such payment date."

3.        Amendment to Subsection  5.1(N) of the Loan Agreement.  Subsection 5.1
(N) of the  Loan  Agreement  is amended  to  add  the  following  at the  end of
such subsection:

                  "and within 2 Business Days of opening a new store location, a
                  revised  list of  locations  including  the address of the new
                  location and copies of the lease for such  location  either as
                  executed or a draft in  substantially  final form (and in such
                  case, send the final lease when executed)

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

                   "6.1     Net Worth.  Borrower shall maintain Net Worth of  at
                    least (a) $7,196,000 as of  April 30, 2000,  (b)  $6,950,000
                    as of  May 31, 2000, (c) $6,995,000 as of June 30, 2000, (d)
                    $6,773,000 as  of July 31,  2000 and (e)  $8,000,000  as  of
                    August 31, 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:

                           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)

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<PAGE>

                  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            $  500,000
                  Twelve months ended October 31, 2000         $  500,000
                  Twelve months ended February 3, 2001         $  500,000"

6.        Additional Covenants of Borrower. On or before May 15, 2000,  Borrower
shall deliver to Lender consolidated and consolidating Projections  for Borrower
and its Subsidiaries for each month of the  Fiscal  Year  ending  on February 3,
2001, in form and substance, and containing such detail, as are satisfactory  to
Lender. Failure  to  comply  with this  covenant  shall constitute  an Event  of
Default under the Loan Agreement.

7.        Limited  Waiver.  As  of  the  Effective  Date of this  Amendment  (as
defined in Paragraph 7 below),  Lender  hereby  waives  the  Existing  Events of
Default.  The waiver  contained  herein  is  limited to the Existing  Events  of
Default and shall not extend to any future or other existing  Defaults or Events
of Default, and Lender's  granting of such waiver shall not obligate it to grant
any similar or other future waiver of any Default or Event of Default.

8.        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.

9.  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"):

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

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<PAGE>


b.       Before and after  giving  effect to this  Amendment,  (a) no Default or
         Event of Default has occurred and is continuing other than the Existing
         Events  of  Default,  (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  provides  shall be  performed by it on or prior to such
         date  (except for the  Existing  Events of  Default),  and (d) Borrower
         shall have delivered to Lender a certificate to such effect in the form
         attached hereto as Exhibit A.

c.       Borrower shall have delivered to Lender or its counsel a certificate of
         its  Secretary  or an  Assistant  Secretary,  certifying  as to (i) the
         incumbency  of the  officers  executing  this  Amendment  and any other
         documents in connection herewith, (ii) the articles of incorporation of
         Borrower  and (iii) 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.

d.       Borrower shall have paid to Lender a  closing  fee  in  the  amount  of
         $30,000.00.

10.  Post-Closing  Condition.  Within five (5) Business Days of the date hereof,
Borrower  shall  deliver to Lender  evidence of  Borrower's  Board of Directors'
authorization and ratification of Borrower's execution, delivery and performance
of its obligations  under this Amendment and under the Loan Documents as amended
hereby, and of the transactions  contemplated hereby and thereby,  such evidence
to be in form and substance satisfactory to Lender. Borrower hereby acknowledges
and agrees  that  failure to deliver  such  evidence  within the time period set
forth above shall constitute an Event of Default under the Loan Agreement.

11. 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.

12. No  Waiver.  Except as and only to the extent set forth in Section 7 hereof,
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.

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<PAGE>


13.  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.

14. Counterparts.  This Agreement 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.

15.  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.

16. 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.

17.  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 CEO




                                          HELLER FINANCIAL, INC.



                                          By:  /s/ David A. Coleman
                                          Name:    David A. Coleman
                                          Its:     Assistant Vice President




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<PAGE>

                                    Exhibit A




                              BORROWER'S CLOSING CERTIFICATE


                  This certificate is delivered  pursuant to that certain Eighth
Amendment to Loan and Security  Agreement  and Limited  Waiver dated as of April
28,  2000  (the  "Amendment")  between  The  Right  Start,  Inc.,  a  California
corporation  ("Borrower"),  and Heller  Financial,  Inc.  ("Lender").  Except as
provided herein, all capitalized terms used herein which are defined in the Loan
Agreement  shall  have  the  meanings  given  therein.  The  undersigned  hereby
certifies  to  Lender  that he or  she,  as  applicable,  is the  duly  elected,
qualified  and acting  Chief  Executive  Officer or Chief  Financial  Officer of
Borrower,  as  applicable,  and on behalf of  Borrower  (and not  individually),
further certifies to Lender that:

                  1. Each  representation  and warranty made in Section 4 of the
Loan Agreement and in the other Loan Documents is true,  correct and complete in
all material  respects as of the Effective Date (as defined in the Amendment) to
the  same  extent  as  though  made  on and as of  that  date,  except  for  any
representation and warranty limited by its terms to a specific date.

                  2. No event has  occurred  and is  continuing  or would result
from the  consummation of the transactions  contemplated  under the Amendment on
the Effective  Date which event would  constitute a Default or Event of Default,
except for the Existing Events of Default (as defined in the Amendment).

                  3.  Borrower  has  performed  in  all  material  respects  all
agreements and satisfied all conditions  which any Loan Document  provides shall
be  performed  by it on or before the  Effective  Date,  other than the Existing
Events of Default.

                  4. No order,  judgment or decree of any court,  arbitrator  or
governmental  authority  purports to enjoin or  restrain  Lender from making any
Loans or issuing  any Lender  Letters  of Credit to  Borrower,  or to extend the
maturity date of any Loans or Letters of Credit outstanding on the date hereof.

                  5. There is not pending,  or to my knowledge  threatened,  any
action,  charge,  claim,  demand,  suit,  proceeding,   petition,   governmental
investigation  or  arbitration  against  or  affecting  Borrower  or  any of its
property  that has not been  disclosed  by Borrower  in  writing,  and there has
occurred  no  development  in any such  action,  charge,  claim,  demand,  suit,
proceeding,  petition,  governmental  investigation  or arbitration so disclosed
that could reasonably be expected to have a Material Adverse Effect.

                  6. No event or condition has occurred since the fiscal quarter
ending on January 31, 2000, which constitutes or could reasonably be expected to
constitute a Material  Adverse Effect or which has not been previously and fully
disclosed to Lender in writing.

                                       1
<PAGE>


                  7. On the date hereof after giving effect to the  transactions
contemplated  by the Amendment on the date hereof and the payment by Borrower of
all costs, fees and expenses related thereto,  Borrower (a) owns assets the fair
salable value of which are (i) greater than the total amount of its  liabilities
(including contingent liabilities) and (ii) greater than the amount that will be
required to pay the probable  liabilities  of Borrower as they  mature;  (b) has
capital that is not unreasonably  small in relation to its business as presently
conducted or any contemplated or undertaken transaction; and (c) does not intend
to incur and does not believe that it will incur debts beyond its ability to pay
such debts as they become due.

                  8. The  conditions  precedent  set  forth in  Section 9 of the
Amendment have been satisfied.

                  IN WITNESS  WHEREOF,  the  undersigned  has duly executed this
Borrower's  Closing  Certificate on behalf of Borrower  this  28th day of April,
2000.

                                      THE RIGHT START, INC.




                                      By: /s/ Jerry R. Welch
                                      Name:   Jerry R. Welch
                                      Title:  Chief Executive Officer



                                      By: /s/ Gina M. Engelhard
                                      Name:   Gina M. Engelhard
                                      Title:  Chief Financial Officer




                                       2