SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
                    AND FIRST AMENDMENT TO SECURED CAPEX NOTE



               This SIXTH  AMENDMENT  TO LOAN AND SECURITY  AGREEMENT  AND FIRST
AMENDMENT TO SECURED  CAPEX NOTE (this  "Amendment")  is dated as of November 8,
1999,  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
so amended, the "Loan Agreement");

               WHEREAS,  in connection  with the Loan  Agreement,  Borrower made
that certain  Secured CAPEX Note dated  November 14, 1996, in favor of Lender in
the principal amount of $3,000,000 (the "CAPEX Note");

     WHEREAS, Borrower has requested that the term of each of the Loan Agreement
and the CAPEX Note be extended;

     WHEREAS, Lender is willing to grant such extension,  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:

                                    AGREEMENT

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

     2.  Amendment to Section  2.1(C) of the Loan  Agreement.  The  reference to
"three equal  quarterly  installments  of principal"  in the fourth  sentence of
Section 2.1(C) of the Loan Agreement is hereby deleted and "four equal quarterly
installments  of principal  and a fifth  installment  of principal on January 1,
2000, in each case" substituted therefor.

     3.  Amendment to Section 2.5 of the Loan  Agreement.  The first sentence of
Section 2.5 of the Loan  Agreement is deleted in its entirety and the  following
substituted therefor:

     "This   Agreement   shall  be  effective   until  February  18,  2000  (the
"Termination Date")."
     4. Amendment to Secured CAPEX Note. The reference to "November 18, 1999" in
the first  paragraph of the CAPEX Note is hereby deleted and "February 18, 2000"
substituted therefor.

     5.  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 CAPEX Note, 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
        CAPEX Note 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.

     6. 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   executed  and   delivered  a
        counterpart of this Amendment to Lender.

                      b. Before and after giving effect to this  Amendment,  (a)
        no  Default  or  Event  of  Default   shall   exist,   (b)  all  of  the
        representations and warranties  contained in the Loan Documents shall be
        true and  correct in all  material  respects,  (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, 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 a certificate
        of its  Secretary or an Assistant  Secretary,  certifying  as to (i) the
        resolutions of its Board of Directors  authorizing this Amendment,  (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.

                      d. Lender shall have received a payment of $250,000 on the
        CAPEX Note, which payment shall constitute the fourth quarterly  payment
        thereon  pursuant to Section  2.1(c) of the Loan  Agreement  (as amended
        hereby).

                      e.  Lender  shall  have  received  for its own  account  a
        $15,000  extension fee; provided that if, within thirty (30) days of the
        date hereof,  Borrower  prepays the CAPEX Loan and all  Revolving  Loans
        outstanding as of such date and terminates the Revolving Loan Commitment
        in  accordance  with the Loan  Agreement,  such  extension  fee shall be
        returned to Borrower, without interest.

     7. 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,  and all  references in the Loan  Documents to the
CAPEX  Note or the  Secured  CAPEX  Note  shall  mean the CAPEX  Note 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 or
the CAPEX  Note  and,  except  as  expressly  modified  and  superseded  by this
Amendment,  the terms and  provisions  of the  Agreement  and the CAPEX Note are
hereby  ratified  and  confirmed  and are and shall  continue  in full force and
effect.

     8. 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.

     9. 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.

     10.  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.

     11.  Severability.  The illegality or  unenforceability of any provision of
this Amendment, the Loan Agreement (including as amended hereby), the CAPEX Note
(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),  the CAPEX Note (including as
amended  hereby) or such other  document or any other  instrument  or  agreement
required hereunder or thereunder.

     12. 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.

     13.  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.

     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/ GINA M. ENGELHARD
                                                   -------------------------
                                                  Name:   Gina M. Engelhard
                                                  Its:  Chief Financial Officer



                                                  HELLER FINANCIAL, INC.


                                                   By: /s/ BARRY S. ONEALL
                                                   -----------------------
                                                   Name:   Barry S. Oneall
                                                   Its:    Sr. Vice President

<PAGE>





                                    Exhibit A



                         BORROWER'S CLOSING CERTIFICATE


               This  certificate  is delivered  pursuant to that certain  Second
Amendment to Loan and Security  Agreement  and First  Amendment to Secured CAPEX
Note dated as of November 8, 1999 (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, 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.

               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.

               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 August 31, 1999, 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.

               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  6 of the
Amendment have been satisfied.

               IN  WITNESS  WHEREOF,  the  undersigned  has duly  executed  this
Borrower's Closing  Certificate on behalf of Borrower this 8 day of November,
1999.


                                                   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