SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND LIMITED WAIVER

     This Second  Amendment to Loan and Security  Agreement  and Limited  Waiver
("Amendment")  is dated July 10,  1997 and entered  into by and  between  HELLER
FINANCIAL, INC. ("Lender"), and THE RIGHT START, INC. ("Borrower").

     WHEREAS,  Lender  and  Borrower  have  entered  into  a Loan  and  Security
Agreement dated November 14, 1996 (as amended, the "Loan Agreement"); and

     WHEREAS,  Lender and Borrower desire to amend the Agreement with respect to
the Minimum EBITDA covenant contained in subsection 6.3 thereof,  subject to the
terms and conditions set forth herein; and

     WHEREAS,  Borrower has  requested a temporary  increase in Letter of Credit
Liability from $2,000,000 to $3,000,000 until July 31, 1997; and

     WHEREAS,  an Event of Default is in  existence  under that  certain  letter
agreement dated November 15, 1996 (the "Letter  Agreement") between Borrower and
Lender wherein  Borrower agreed to establish a Blocked Account with a Collecting
Bank  satisfactory to Lender and to otherwise  comply with subsection 5.6 of the
Loan Agreement by December 16, 1996;

     WHEREAS,  Borrower  has been  unable to comply with the terms of the Letter
Agreement as they pertain to the Blocked Account,  and has requested that Lender
waive the Event of Default  resulting  from said  noncompliance  (the  "Existing
Event of Default") until July 31, 1997; and

     WHEREAS,  Lender has agreed to: (i) amend the Agreement with respect to the
Minimum  EBITDA  covenant  contained in subsection  6.3 thereof,  (ii) amend the
Agreement  to  temporarily  increase  the  aggregate  amount of Letter of Credit
Liability,  and (iii) waive the Existing Event of Default,  subject to the terms
and conditions set forth herein;

     NOW THEREFORE, in consideration of the mutual conditions and agreements set
forth in the  Agreements  and  this  Amendment,  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties, intending to be legally bound, hereby agree as follows:


                            ARTICLE I. DEFINITIONS

     Section 1.01. Definitions. Capitalized terms used in this Amendment, to the
extent not otherwise defined herein, shall have the same meanings as in the Loan
Agreement, as amended hereby.


                          ARTICLE II. LIMITED WAIVER

     Subject to  satisfaction  of the conditions set forth in Article IV herein,
Lender hereby waives the Existing Event of Default until July 31, 1997.  This is
a limited  waiver  and shall not be deemed to  constitute  a waiver of any other
existing  Events of Default or any future  breach of the Agreement or any of the
other Loan Documents  (including,  without limitation,  a breach of the covenant
causing the Existing  Event of Default for any period other than that  specified
herein).

<PAGE>

                           ARTICLE III. AMENDMENTS

     Section 3.01. Amendment to Subsection 6.3 of the Loan Agreement. Subsection
6.3 is hereby amended and restated as follows:

          6.3 Minimum  EBITDA.  Borrower shall have a minimum EBITDA for the two
     (2)  fiscal  quarters  ending  July  31,  1997  of no  more  negative  than
     ($1,850,000)  and for the three (3) fiscal quarters ending October 31, 1997
     of no more negative than ($2,250,000).

     Section  3.02.  Amendment to  Subsection  2.1(G)(1) of the Loan  Agreement.
Subsection 2.1(G)(1) is hereby amended and restated as follows:

          (1) Maximum Amount. The aggregate amount of Letter of Credit Liability
     with respect to all Lender Letters of Credit  outstanding at any time shall
     not exceed  $2,000,000,  with the exception of the period from June 1, 1997
     to July 31,  1997,  in which  the  aggregate  amount  of  Letter  of Credit
     Liability outstanding at any time shall not exceed $3,000,000.


                          ARTICLE IV. MISCELLANEOUS

     Section 4.01. Conditions. The effectiveness of this Amendment is subject to
the  satisfaction of the following  conditions  precedent  (unless  specifically
waived in writing by Lender):

     (a)  there shall have occurred no material  adverse change in the business,
          operations,  financial  conditions,  profits or  prospects,  or in the
          Collateral of Borrower;

     (b)  Borrower  shall have executed and delivered  such other  documents and
          instruments as Lender may require; and

     (c)  all corporate  proceedings  taken in connection with the  transactions
          contemplated  by this  Amendment and all  documents,  instruments  and
          other legal matters  incident  thereto shall be satisfactory to Lender
          and its legal counsel.

     Section  4.02  Ratification.  The  terms and  provisions  set forth in this
Amendment shall modify 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 ratified and confirmed
and shall continue in full force and effect.

     Section 4.03 Corporate  Action The execution,  delivery and  performance of
this Amendment  have been  authorized by all requisite  corporate  action on the
part of Borrower and will not violate the Articles of Incorporation or Bylaws of
Borrower.

     Section 4.04 Severability.  Any provision of this Amendment held by a court
of competent  jurisdiction  to be invalid or  unenforceable  shall not impair or
invalidate  the  remainder of this  Amendment  and the effect  thereof  shall be
confined to the provision so held to be invalid or unenforceable.

     Section 4.05  Successors  and Assigns.  This  Amendment is binding upon and
shall  inure  to the  benefit  of  Lender  and  Borrower  and  their  respective
successors and assigns.

     Section 4.06  Counterparts.  This  Amendment may be executed in one or more
counterparts,  each of which when so executed shall be deemed to be an original,
but all of  which  when  taken  together  shall  constitute  one  and  the  same
instrument.

     IN WITNESS  WHEREOF,  the parties have executed this  Amendment on the date
first above written.
 
                                    HELLER FINANCIAL, INC.,
                                    as Lender

                                    By:                           
                                    Title:                              


                                    THE RIGHT START, INC.,
                                    as Borrower

                                    By:                           
                                    Title: