No. of Stock Units:  50,000                        Warrant No. BN-1
                     ------                                    ----

                                     WARRANT

                           to Purchase Common Stock of

                               RightStart.com Inc.



THIS IS TO CERTIFY THAT Fred Kayne, an individual, or his registered assigns, is
entitled  to  purchase  from   RightStart.com   Inc.,  a  Delaware   corporation
(hereinbelow  called the  "Company"),  at any time on and after the date  hereof
(the "Closing  Date"),  but not later than 5:00 p.m.,  Pacific Standard time, on
April 18, 2005 (the "Expiration Date"),  fifty thousand (50,000) Stock Units, in
whole or in part,  at a purchase  price per Stock Unit of $6.70 unless and until
the first time after the Closing Date, that the Company issues capital stock for
consideration of not less than $5,000,000  (excluding  amounts purchased through
the  conversion  of debt),  at which time the purchase  price shall be an amount
equal to 67% of the  price per share of Common  Stock (as  defined  herein)  (or
Common  Stock  equivalent)  sold in such  issuance  multiplied  by the number of
shares of Common Stock then  comprising a Stock Unit, in each case,  adjusted as
provided below, all on the terms and conditions hereinbelow provided.


This Warrant has been issued in accordance with that certain Secured Bridge Note
and Warrant  Purchase  Agreement dated as of the date hereof between the Company
and the investors named therein (the "Purchase Agreement").

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT OF 1933, AS AMENDED,  OR REGISTERED OR QUALIFIED  UNDER ANY
STATE  SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT  BE  SOLD,   TRANSFERRED,   PLEDGED  OR  HYPOTHECATED   UNLESS  PURSUANT  TO
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  AND ANY REQUIRED
REGISTRATION OR  QUALIFICATION  UNDER ANY STATE SECURITIES LAWS, OR THE PROPOSED
TRANSACTION  DOES NOT REQUIRE  REGISTRATION  OR  QUALIFICATION  UNDER FEDERAL OR
STATE SECURITIES LAWS.

           Section 1.  Certain Definitions.  As used in this Warrant, unless
the context otherwise requires:

           "Affiliate"  of any  Person  means a  Person  (1)  that  directly  or
indirectly controls,  or is controlled by, or is under common control with, such
other Person, (2) that beneficially owns ten percent (10%) or more of the Voting
Stock of such other Person, or (3) 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 such other  Person.  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.

                                       1
<PAGE>


           "Appraised Value" shall mean the fair market value of all outstanding
shares of Common Stock (on a fully diluted basis including any fractional shares
and assuming the exercise in full of all then-outstanding  options,  warrants or
other  rights  to  purchase  shares  of  Common  Stock  that are then  currently
exercisable  at  exercise  prices  less  than  the  Current  Market  Price),  as
determined  by a written  appraisal  prepared by an appraiser  acceptable to the
Company and the holders of Warrants evidencing a majority in number of the total
number of Stock  Units at the time  purchasable  upon the  exercise  of all then
outstanding  Warrants.  "Fair  market  value" is defined for this purpose as the
price in a single transaction  determined on a going-concern basis that would be
agreed  upon  by the  most  likely  hypothetical  buyer  for a 100%  controlling
interest  in the  equity  capital  of the  Company  (on a  fully  diluted  basis
including  any  fractional  shares  and  assuming  the  exercise  in full of all
then-outstanding  options, warrants or other rights to purchase shares of Common
Stock that are then  currently  exercisable  at  exercise  prices  less than the
Current Market Price),  with consideration given to the effect of all noncompete
covenants  signed  by the  Investor  and  employment  agreements  signed  by key
management  personnel of the Company (and of its  subsidiaries),  each extending
for a period of time considered sufficient by all parties to effect the transfer
of goodwill  from the Investor to the buyer and  disregarding  any discounts for
nonmarketability  of Common Stock of the Company.  In the event that the Company
and said  holders  cannot,  in good  faith,  agree upon an  appraiser,  then the
Company, on the one hand, and said holders, on the other hand, shall each select
an appraiser,  the two appraisers so selected shall select a third appraiser who
shall be directed to prepare such a written  appraisal (the "Appraisal") and the
term Appraised  Value shall mean the appraised  value set forth in the Appraisal
prepared  in  accordance  with this  definition.  The fees and  expenses  of any
appraisers  shall  be paid by the  Company,  except  in the  case in  which  the
valuation of any  appraiser who renders an Appraisal is within ten percent (10%)
of the value originally determined by the Board of Directors,  in which case the
holders shall pay the fees and expenses of any appraisers. In the event that the
Company  bears the cost of the appraisal  process,  such cost shall be deemed an
account payable of the Company and shall be considered in the  determination  of
the Appraised Value.

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

           "Business Day" shall mean any day other than a Saturday,  Sunday or a
day on which  banks in the  States of New York or  California  are  required  or
permitted to close.

           "Commission"  shall mean 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 Stock" shall mean the Company's authorized Common Stock, $.01
par value per  share,  irrespective  of class  unless  otherwise  specified,  as
constituted on the date of original issuance of this Warrant, and any stock into
which such Common Stock may thereafter be changed,  and shall also include stock
of the Company of any other  class,  which is not  preferred  as to dividends or
assets  over any other  class of stock of the  Company  issued to the holders of
shares of stock upon any reclassification thereof.

           "Company" shall mean RightStart.com Inc., a Delaware corporation.

           "Current  Market Price" per share of Common Stock for the purposes of
any provision of this Warrant at the date herein  specified,  shall be deemed to
be the price  determined  pursuant  to the  first  applicable  of the  following
methods:

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<PAGE>

                (i) If the  Common  Stock is  traded  on a  national  securities
      exchange or is traded in the  over-the-counter  market, the Current Market
      Price per share of Common  Stock  shall be deemed to be the average of the
      daily  market  prices  for 20  consecutive  Business  Days  commencing  20
      Business  Days before such date.  The market price for each such  Business
      Day shall be (a) if the Common  Stock is traded on a  national  securities
      exchange  or in the  over-the-counter  market,  its last sale price on the
      preceding   Business  Day  on  such   national   securities   exchange  or
      over-the-counter  market  or, if there  was no sale on that day,  the last
      sale price on the next  preceding  Business Day on which there was a sale,
      all as made available over the Consolidated  Last Sale Reporting System of
      the CTA Plan (the  "CLSRS") or, if the Common  Stock is not then  eligible
      for  reporting  over  the  CLSRS,  its  last  reported  sale  price on the
      preceding Business Day on such national  securities  exchange or, if there
      was no sale on that day, on the next preceding Business Day on which there
      was a sale reported on such  exchange or (b) if the  principal  market for
      the Common Stock is the  over-the-counter  market, but the Common Stock is
      not then  eligible for reporting  over the CLSRS,  but the Common Stock is
      quoted on The Nasdaq Stock Market,  Inc.  ("Nasdaq"),  the last sale price
      reported on Nasdaq on the  preceding  Business Day or, if the Common Stock
      is an issue for which last sale  prices are not  reported  on Nasdaq,  the
      closing bid quotation on such day, but, in each of the next  preceding two
      cases,  if the relevant  Nasdaq  price or quotation  did not exist on such
      day,  then the price or  quotation on the next  preceding  Business Day in
      which there was such a price or quotation.

               (ii) If the Current Market Price per share of Common Stock cannot
      be  ascertained  by  any  of  the  methods  set  forth  in  paragraph  (i)
      immediately  above,  the Current  Market  Price per share of Common  Stock
      shall be  deemed  to be the  price  equal to the  quotient  determined  by
      dividing the Appraised Value by the number of outstanding shares of Common
      Stock (on a fully  diluted  basis  including  any  fractional  shares  and
      assuming the exercise in full of all then-outstanding options, warrants or
      other rights to purchase  shares of Common  Stock that are then  currently
      exercisable  at exercise  prices equal to or less than the Current  Market
      Price).

           "Current Warrant Price" per share of Common Stock, for the purpose of
any  provision  of this  Warrant at the date  herein  specified,  shall mean the
amount  equal to the quotient  resulting  from  dividing  the Exercise  Price in
effect on such date by the number of shares  (including any fractional share) of
Common Stock comprising a Stock Unit on such date.

           "Exchange Act" shall mean 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.

           "Exercise  Price" shall mean the purchase price per Stock Unit as set
forth on the first page of this Warrant on the Closing Date and thereafter shall
mean such  dollar  amount as shall  result  from the  adjustments  specified  in
Section 4.

           "Holder" means, initially, Fred Kayne, an individual,  and thereafter
any Person that is or Persons that are the  registered  holder(s) of the Warrant
or Warrant Stock as registered on the books of the Company.

           "Liquidity Event" shall mean (i) the sale of all or substantially all
the  assets  of the  Company  for  cash,  (ii) a  merger,  acquisition,  sale or
recapitalization  of the Company  whereby the Holder of this Warrant is entitled
by the terms of such  transaction to receive cash in lieu of this Warrant or its
exercise or (iii) the initial  firm-commitment public offering by the Company of
its Common Stock.

                                       3
<PAGE>

           "Nonpreferred  Stock"  shall  mean the  Common  Stock and shall  also
include  stock of the Company of any other class  which is not  preferred  as to
dividends  or assets  over any other  class of stock of the Company and which is
not subject to redemption.

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

           "Restricted Certificate" shall mean a certificate for Common Stock or
a Warrant bearing the restrictive legend set forth in the preamble.

           "Restricted Securities" shall mean Restricted Stock and the
Restricted Warrant.

           "Restricted Stock" shall mean Common Stock evidenced by a
Restricted Certificate.

           "Restricted Warrant" shall mean a Warrant evidenced by a Restricted
Certificate.

           "Securities"  shall mean the Warrant  issued to the  Holder,  and the
certificates and other instruments from time to time evidencing the same.

           "Securities  Act" shall mean 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.

           "Stock  Unit" shall  constitute  one share of Common  Stock,  as such
Common Stock was constituted on the date hereof and thereafter  shall constitute
such number of shares (including any fractional shares) of Common Stock as shall
result from the adjustments specified in Section 4.

           "Purchase  Agreement"  has the  meaning  assigned to such term in the
second paragraph of this Warrant.

           "Voting Stock" shall mean 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.

           "Warrant"  shall mean this  Warrant to purchase up to an aggregate of
50,000  Stock Units  initially  issued to Fred  Kayne,  an  individual,  and all
Warrants  issued upon transfer,  division or combination  of, or in substitution
therefor.

           "Warrant Stock" shall mean the shares of Common Stock  purchasable by
the holder of any Warrants upon the exercise thereof.

           Section 2.  Exercise of Warrant.  The holder of this  Warrant may, at
any time on and after the date hereof,  but not later than the Expiration  Date,
exercise  this Warrant in whole at any time or in part from time to time for the
number of Stock Units which such holder is then entitled to purchase  hereunder.
The Holder may  exercise  this  Warrant,  in whole or in part,  by either of the
following  methods (or a combination  thereof or as otherwise  determined by the
Company's Board of Directors):

                                       4
<PAGE>

(a)             the Holder may deliver to the  Company at its office  maintained
                pursuant to Section 13 for such purpose (i) a written  notice of
                such Holder's  election to exercise  this Warrant,  which notice
                shall  specify the number of Stock Units to be  purchased,  (ii)
                this  Warrant  and (iii) a sum equal to the  aggregate  Exercise
                Price therefor in immediately available funds; or

(b)   on or after the occurrence of a Liquidity Event, the Holder may also
                exercise this Warrant, in whole or in part, in a "cashless" or
                "net issue" exercise by delivering to the Company at its
                office maintained pursuant to Section 13 for such purpose (i)
                a written notice of such Holder's election to exercise this
                Warrant, which notice shall specify the number of Stock Units
                to be delivered to such Holder and the number of Stock Units
                with respect to which this Warrant is being surrendered in
                payment of the aggregate Exercise Price for the Stock Units to
                be delivered to the Holder, and (ii) this Warrant.  For
                purposes of this subparagraph (b), each Stock Unit as to which
                this Warrant is surrendered will be attributed a value equal
                to the product of (x) the Current Market Price per share of
                Common Stock minus the Current Warrant Price per share of
                Common Stock, multiplied by (y) the number of shares of Common
                Stock then comprising a Stock Unit.

           Any  notice  required  under  this  Section 2 may be in the form of a
subscription  set out at the end of this  Warrant.  Upon delivery  thereof,  the
Company shall as promptly as  practicable  cause to be executed and delivered to
such holder a certificate or certificates  representing  the aggregate number of
fully-paid and nonassessable shares of Common Stock issuable upon such exercise.

           The stock  certificate or certificates for Warrant Stock so delivered
shall be in such  denominations  as may be specified in said notice and shall be
registered in the name of such Holder or,  subject to Section 9, such other name
or names as shall be designated in said notice. Such certificate or certificates
shall be deemed  to have  been  issued  and such  Holder or any other  Person so
designated to be named therein shall be deemed to have become a holder of record
of such  shares,  including,  to the extent  permitted by law, the right to vote
such shares or to consent or to receive notice as a stockholder,  as of the time
said notice is delivered to the Company as aforesaid. If this Warrant shall have
been exercised only in part, the Company shall,  at the time of delivery of said
certificate or certificates, deliver to such Holder a new Warrant dated the date
it is issued,  evidencing  the rights of such Holder to purchase  the  remaining
Stock Units  called for by this  Warrant,  which new Warrant  shall in all other
respects be identical with this Warrant.

           The Company shall pay all expenses,  taxes and other charges  payable
in connection  with the  preparation,  issue and delivery of stock  certificates
under this Section 2.

           All shares of Common Stock issuable upon the exercise of this Warrant
shall be validly issued,  fully paid and nonassessable,  and free from all liens
and other encumbrances thereon. The Company will from time to time take all such
action  as may be  necessary  to  assure  that the par  value  per  share of the
unissued  Common Stock  acquirable upon exercise of this Warrant is at all times
equal to or less than the Exercise Price then in effect.

           The Company shall not issue  certificates  for  fractional  shares of
stock upon any exercise of this  Warrant  whenever,  in order to  implement  the
provisions of this Warrant,  the issuance of such fractional shares is required.
Instead,  the Company shall pay cash in lieu of such fractional shares upon such
exercise.

                                       5
<PAGE>

           Section 3. Transfer, Division and Combination.  Subject to Section 9,
this Warrant and all rights hereunder are transferable,  in whole or in part, on
the books of the Company to be maintained  for such purpose,  upon  surrender of
this Warrant at the office of the Company  maintained for such purpose  pursuant
to Section 13, together with (a) a written assignment in the form set out at the
end of this Warrant duly executed by the Holder hereof or its agent or attorney,
(b)  a  copy  of  the  Purchase   Agreement   duly  executed  by  an  authorized
representative  of the  transferee  (substantially  in the form  executed by the
Holder or in such other form as reasonably acceptable to counsel to the Company)
and (c) payment of funds sufficient to pay any stock transfer taxes payable upon
the making of such transfer.  Upon such  surrender,  execution and payment,  the
Company  shall,  subject to  Section 9,  execute  and  deliver a new  Warrant or
Warrants  in the name of the  assignee  or  assignees  and in the  denominations
specified in such  instrument of assignment,  and this Warrant shall promptly be
canceled.  If  and  when  this  Warrant  is  assigned  in  blank  (in  case  the
restrictions on  transferability  in Section 9 shall have been terminated),  the
Company  may (but  shall  not be  obliged  to) treat  the  bearer  hereof as the
absolute  owner of this Warrant for all  purposes  and the Company  shall not be
affected by any notice to the contrary.  This Warrant,  if properly  assigned in
compliance  with this  Section 3 and Section 9, may be  exercised by an assignee
for the purchase of shares of Common Stock without having a new Warrant issued.

           This Warrant may, subject to Section 9, be divided upon  presentation
at the  aforesaid  office  of  the  Company,  together  with  a  written  notice
specifying the names and  denominations  in which new Warrants are to be issued,
signed by the holder hereof or its agent or attorney. Subject to compliance with
the  preceding  paragraph  and with Section 9, as to any  transfer  which may be
involved in such division or combination,  the Company shall execute and deliver
a new Warrant or Warrants in exchange  for the Warrant to be divided or combined
in accordance with such notice.

           The Company shall pay all expenses,  taxes and other charges incurred
by the Company in the  performance  of its  obligations  in connection  with the
preparation, issue and delivery of Warrants under this Section 3.

           The Company agrees to maintain at its aforesaid  office books for the
registration and transfer of the Warrants.

           Section 4. Adjustment of Stock Unit or Exercise Price.  The number of
shares of Common Stock comprising a Stock Unit, and the Exercise Price per Stock
Unit,  shall be  subject  to  adjustment  from time to time as set forth in this
Section 4 and in Section 5. The Company will not take any action with respect to
its Nonpreferred  Stock of any class requiring an adjustment  pursuant to any of
the following Subsections 4.1 or 4.3 without at the same time taking like action
with respect to its Nonpreferred Stock of each other class.

           4.1.  Stock Dividends, Subdivisions and Combinations.  In case at
any time or from time to time the Company shall:

           (a) take a record of the  holders of its  Nonpreferred  Stock for the
purpose  of  entitling  them  to  receive  a  dividend   payable  in,  or  other
distribution of, Nonpreferred Stock, or

           (b) subdivide its  outstanding  shares of  Nonpreferred  Stock into a
larger number of shares of Nonpreferred Stock, or

           (c)  combine  its  outstanding  shares of  Nonpreferred  Stock into a
smaller number of shares of Nonpreferred Stock,

                                       6
<PAGE>

then the number of shares of Common Stock  comprising  a Stock Unit  immediately
after the  happening of any such event shall be adjusted so as to consist of the
number of shares of Common  Stock which a record  holder of the number of shares
of Common Stock  comprising a Stock Unit  immediately  prior to the happening of
such event  would own or be  entitled  to receive  after the  happening  of such
event; provided,  however, that no such event may take place with respect to any
shares of  Nonpreferred  Stock unless it shall also take place for all shares of
Nonpreferred Stock.

           4.2.  Other  Provisions  Applicable  to  Adjustments.  The  following
provisions  shall be  applicable to the making of  adjustments  of the number of
shares of Common Stock comprising a Stock Unit hereinbefore provided for in this
Section 4:

           (a) When Adjustments to Be Made. The adjustments  required by Section
4.1 shall be made  whenever  and as often as any  specified  event  requiring an
adjustment shall occur.  For the purpose of any adjustment,  any specified event
shall be deemed to have  occurred  at the close of  business  on the date of its
occurrence.

           (b) Fractional Interests. In computing adjustments under this Section
4, fractional interests in Nonpreferred Stock shall be taken into account to the
nearest one-thousandth of a share.

           (c) When Adjustment Not Required.  If the Company shall take a record
of the holders of its  Nonpreferred  Stock for the purpose of entitling  them to
receive a  dividend  or  distribution  and  shall,  thereafter  and  before  the
distribution  thereof to  shareholders,  abandon its plan to pay or deliver such
dividend or  distribution,  then  thereafter no adjustment  shall be required by
reason of the taking of such record and any such  adjustment  previously made in
respect thereof shall be rescinded and annulled.

           4.3.  Merger,  Consolidation  or Disposition  of Assets.  In case the
Company  shall merge or  consolidate  into another  corporation,  or shall sell,
transfer  or  otherwise  dispose of all or  substantially  all of its  property,
assets or  business  to another  corporation  and  pursuant to the terms of such
merger,  consolidation  or disposition of assets,  shares of common stock of the
successor or acquiring  corporation  are to be received by or distributed to the
holders of  Nonpreferred  Stock of the  Company,  then each  holder of a Warrant
shall have the right thereafter to receive, upon exercise of such Warrant, Stock
Units each  comprising  the number of shares of common stock of the successor or
acquiring   corporation   receivable  upon  or  as  a  result  of  such  merger,
consolidation  or  disposition  of assets by a holder of the number of shares of
Nonpreferred  Stock comprising a Stock Unit immediately prior to such event. If,
pursuant to the terms of such merger,  consolidation  or  disposition of assets,
any  cash,  shares  of stock or  other  securities  or  property  of any  nature
whatsoever  (including warrants or other subscription or purchase rights) are to
be  received  by or  distributed  to the  holders of  Nonpreferred  Stock of the
Company,  there shall be either, at the Holder's option,  (i) a reduction of the
Exercise Price equal to the amount  applicable to the number of shares of Common
Stock then comprising a Stock Unit of any such cash and of the fair value of any
and all such shares of stock or of other  securities  or property to be received
by or distributed to the holders of Nonpreferred  Stock of the Company,  or (ii)
such Holder shall have the right to receive,  upon exercise of its Warrant, such
cash,  shares of stock or other securities or property of any nature as a holder
of the number of shares of Nonpreferred Stock underlying a Stock Unit would have
been  entitled to receive  upon the  occurrence  of such event.  Such fair value
shall be  determined  in good faith by the Board of  Directors  of the  Company,
provided  that if such  determination  is objected to by the holders of Warrants
evidencing  a majority in number of the total  number of Stock Units at the time
purchasable   upon  the  exercise  of  all  then  outstanding   Warrants,   such
determination shall be made by an independent  appraiser selected by the Company
and said holders. In the event that the Company and said holders cannot, in good
faith,  agree upon an  appraiser,  then the Company,  on the one hand,  and said

                                       7
<PAGE>

holders,  on the other hand, shall each select an appraiser,  the two appraisers
so selected shall select a third appraiser who shall be directed to prepare such
a written  appraisal  which shall be conclusive and binding on the parties.  The
fees and expenses of any appraisers shall be paid by the Company,  except in the
case where the valuation of any appraiser who renders an Appraisal is within ten
percent (10%) of the value originally  determined by the Board of Directors,  in
which case the holders  shall pay the fees and  expenses of any  appraisers.  In
case of any such merger,  consolidation or disposition of assets,  the successor
acquiring corporation shall expressly assume the due and punctual observance and
performance  of each and every  covenant  and  condition  of this  Warrant to be
performed and observed by the Company and all of the obligations and liabilities
hereunder,  subject to such  modification  as shall be  necessary to provide for
adjustments of Stock Units which shall be as nearly equivalent as practicable to
the adjustments provided for in this Section 4. For the purposes of this Section
4 "common stock of the successor or acquiring  corporation"  shall include stock
of such  corporation  of any class,  that is not  preferred  as to  dividends or
assets over any other class of stock of such corporation and that is not subject
to redemption,  and shall also include any evidences of indebtedness,  shares of
stock or other  securities  which are convertible  into or exchangeable  for any
such stock,  either  immediately  or upon the arrival of a specified date or the
happening  of a specified  event,  and any warrants or other rights to subscribe
for or purchase any such stock. The foregoing  provisions of this Subsection 4.3
shall similarly apply to successive  mergers,  consolidations or dispositions of
assets.



           Section 5.  Notice to Warrant Holders.

           5.1. Notice of Adjustment of Stock Unit or Exercise  Price.  Whenever
the number of shares of Common Stock  comprising  a Stock Unit,  or the price at
which a Stock Unit may be  purchased  upon  exercise of the  Warrants,  shall be
adjusted pursuant to Section 4, the Company shall forthwith obtain a certificate
signed by independent accountants,  of recognized national standing, selected by
the Company and reasonably acceptable to the Holder(s) of the Warrants,  setting
forth, in reasonable  detail,  the event requiring the adjustment and the method
by which such  adjustment  was  calculated  (including  a statement  of the fair
value,  as  determined  by the Board of Directors of the Company or by appraisal
(if  applicable),  of any  evidences  of  indebtedness,  shares of stock,  other
securities  or property or warrants  or other  subscription  or purchase  rights
referred to in Section 4.3) and  specifying the number of shares of Common Stock
comprising  a Stock Unit and (if such  adjustment  was made  pursuant to Section
4.3)  describing  the number and kind of any other shares of stock  comprising a
Stock Unit, and any change in the purchase price or prices thereof, after giving
effect to such adjustment or change. The Company shall promptly, and in any case
within  three days after the making of such  adjustment,  cause a signed copy of
such  certificate to be delivered to each holder of a Warrant in accordance with
Section 14. The Company shall keep at its office or agency,  maintained  for the
purpose  pursuant to Section 13, copies of all such  certificates  and cause the
same to be available for inspection at said office during normal  business hours
by any holder of a Warrant or any prospective  purchaser of a Warrant designated
by a holder thereof.

           5.2. Notice of Certain  Corporate  Action.  In case the Company shall
propose (a) to pay any dividend  payable in stock of any class to the holders of
its Nonpreferred  Stock or to make any other  distribution to the holders of its
Nonpreferred   Stock  (other  than  a  cash  dividend)  or  (b)  to  effect  any
consolidation,  merger or sale, organic change, transfer or other disposition of
all or substantially all of its property,  assets or business, then in each such
case, the Company shall deliver to each holder of a Warrant,  in accordance with
Section 14, a notice of such  proposed  action,  which shall specify the date on
which  a  record  is to be  taken  for the  purposes  of  such  stock  dividend,
distribution or rights, consolidation,  merger, sale, organic change or transfer
is to take  place  and the  date of  participation  therein  by the  holders  of
Nonpreferred  Stock,  if any such date is to be fixed,  and shall also set forth

                                       8
<PAGE>

such facts with respect thereto as shall be reasonably necessary to indicate the
effect of such action on the  Nonpreferred  Stock and the number and kind of any
other shares of stock which will comprise a Stock Unit,  and the purchase  price
or prices thereof,  after giving effect to any adjustment which will be required
as a result of such  action.  Such notice  shall be so  delivered as promptly as
reasonably possible.

           Section 6. Reservation and Authorization of Common Stock. The Company
shall at all times  reserve and keep  available  for issue upon the  exercise of
Warrants such number of its  authorized  but unissued  shares of Common Stock as
will be sufficient to permit the exercise in full of all  outstanding  Warrants.
All shares of Common Stock which shall be so issuable, when issued upon exercise
of any  Warrant  or upon such  exercise,  as the case may be,  shall be duly and
validly issued, fully-paid and nonassessable.

           Section 7. Taking of Record; Stock and Warrant Transfer Books. In the
case of all  dividends or other  distributions  by the Company to the holders of
its  Nonpreferred  Stock with respect to which any provision of Section 4 refers
to the taking of a record of such  holders,  the Company  will in each such case
take such record as of the close of business on a Business Day. The Company will
not at any time,  except  upon  dissolution,  liquidation  or  winding  up or as
otherwise  may be required  by law,  close its stock  transfer  books or Warrant
transfer  books so as to  result in  preventing  or  delaying  the  exercise  or
transfer of any Warrant.

           Section 8. Taxes. The Company will pay all taxes (other than federal,
state,  local or foreign  income taxes) which may be payable in connection  with
the  execution  and  delivery of this  Warrant or the  issuance  and sale of the
Restricted  Securities  hereunder or in connection with any  modification of the
Restricted Securities and will save the Holder harmless without limitation as to
time against any and all liabilities with respect to or resulting from any delay
in paying,  or omission to pay, such taxes. The obligations of the Company under
this  Section 8 shall  survive any  redemption,  repurchase  or  acquisition  of
Restricted Securities by the Company.

           Section 9.  Restrictions on Transferability.  The Restricted
Securities shall not be transferable except upon the conditions specified in
this Section 9.

           9.1  Transfer  to an  Affiliate.  The Holder  shall have the right to
transfer any Restricted  Securities to any Affiliate of the Holder, in each case
free of the restrictions imposed by this Section 9 other than the requirement as
to the legending of the certificates for such Restricted Securities specified in
Section  9.3.  No  opinion  of  counsel  shall be  required  for a  transfer  of
Restricted Securities to an Affiliate of the Holder.

           9.2  Transfer  to a  Non-Affiliate.  The Holder and his or her or her
subsequent   transferees  shall  have  the  right  to  transfer  any  Restricted
Securities to a non-Affiliate of Holder as follows:

           (a) Prior to any  transfer or  attempted  transfer of any  Restricted
Securities  to  a  non-Affiliate  of  Holder,  the  holder  of  such  Restricted
Certificate shall give written notice to the Company of such holder's  intention
to effect  such  transfer.  Each such  notice  shall  describe  the  manner  and
circumstances of the proposed transfer in reasonable detail.

           (b) Upon receipt of such  notice,  the Company may request an opinion
of counsel of a  transferring  holder to the effect that such proposed  transfer
may be effected without  registration  under the Securities Act. Upon receipt of
such  opinion,  or if the Company does not request such an opinion,  within five
(5) Business Days after receiving notice of the proposed  transfer,  the Company
shall,  as  promptly  as  practicable,  so notify the holder of such  Restricted

                                       9
<PAGE>

Certificate  and such holder  shall  thereupon  be  entitled  to  transfer  such
Restricted  Securities in accordance  with the terms of the notice  delivered by
such  holder  to  the  Company.  Each  certificate   evidencing  the  Restricted
Securities  thus  to  be  transferred  (and  each  certificate   evidencing  any
untransferred  balance of the Restricted Securities evidenced by such Restricted
Certificate)  shall bear the restrictive legend set forth in Section 9.3, unless
in the  opinion of the  Company or the opinion of such  counsel,  if  requested,
pursuant to Rule 144(k) of the Securities  Act or otherwise,  such legend is not
required in order to ensure  compliance  with the  Securities  Act. The fees and
expenses of counsel for any such opinion shall be paid by the Company.

           9.3 Restrictive  Legend.  Unless and until the Restricted  Securities
have been registered under the Securities Act, this Warrant, each Warrant issued
to any transferee of the Holder,  each  certificate for any Warrant Stock issued
upon exercise of any Warrant and each  certificate  for any Warrant Stock issued
to any  transferee  of any such  certificate,  shall  be  stamped  or  otherwise
imprinted with a legend in substantially the following form:

           "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
           SECURITIES ACT OF 1933, AS AMENDED,  OR REGISTERED OR QUALIFIED UNDER
           ANY STATE  SECURITIES  LAWS.  THE  SECURITIES  HAVE BEEN ACQUIRED FOR
           INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED,  PLEDGED OR HYPOTHECATED
           UNLESS PURSUANT TO REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS
           AMENDED,  AND ANY REQUIRED  REGISTRATION OR  QUALIFICATION  UNDER ANY
           STATE SECURITIES  LAWS, OR THE PROPOSED  TRANSACTION DOES NOT REQUIRE
           REGISTRATION  OR  QUALIFICATION  UNDER  FEDERAL  OR STATE  SECURITIES
           LAWS."

           Section 10.  Limitation of  Liability.  No provision  hereof,  in the
absence of affirmative  action by the Holder to purchase shares of Common Stock,
and no mere enumeration herein of the rights or privileges of the Holder,  shall
give rise to any  liability of the Holder for the purchase  price of the Warrant
Stock or as a stockholder of the Company,  whether such liability is asserted by
the Company or by creditors of the Company.

           Section 11. Loss or Destruction of Warrant Certificates. Upon receipt
of evidence  satisfactory  to the  Company of the loss,  theft,  destruction  or
mutilation  of any  Warrant  and,  in  the  case  of any  such  loss,  theft  or
destruction,  upon receipt of indemnity or security  satisfactory to the Company
(the  original  Holder's or any other  institutional  Holder's  indemnity  being
satisfactory indemnity in the event of loss, theft or destruction of any Warrant
owned by such  institutional  Holder),  or, in the case of any such  mutilation,
upon  surrender  and  cancellation  of such  Warrant,  the Company will make and
deliver,  in lieu of such lost,  stolen,  destroyed or mutilated  Warrant, a new
Warrant of like tenor and  representing the right to purchase the same aggregate
number of shares of Common Stock.

           Section 12. Amendments. The terms of this Warrant may be amended, and
the  observance  of any term  therein  may be waived,  but only with the written
consent of the holders of Warrants  evidencing a majority in number of the total
number of Stock  Units at the time  purchasable  upon the  exercise  of all then
outstanding  Warrants;  provided  that no such  action  may change the number of
shares of stock  comprising  a Stock Unit or the  Exercise  Price,  without  the
written consent of the holders of Warrants  subject to such  amendment.  For the
purposes of determining whether the holders of outstanding  Warrants entitled to
purchase  a  requisite  number of Stock  Units at any time have taken any action
authorized by this Warrant,  any Warrants  owned by the Company or any Affiliate

                                       10
<PAGE>

of the Company  (other  than an  institutional  investor  which may be deemed an
Affiliate  solely by reason of the ownership of Warrants) shall be deemed not to
be outstanding.

           Section 13.  Office of the  Company.  So long as any Warrant  remains
outstanding,  the Company  shall  maintain an office  where the  Warrants may be
presented for exercise,  transfer,  division or  combination  as in this Warrant
provided.  Such office shall be at 5388 Sterling Center Drive,  Unit C, Westlake
Village,  California  91361,  FAX: (818) 707-7132,  unless and until the Company
shall  designate  and maintain  some other office for such  purposes and deliver
written notice thereof to the Holders of all outstanding Warrants.

           Section 14.  Notices Generally.

           14.1.  All  communications   (including  all  required  or  permitted
notices)  pursuant  to the  provisions  hereof  shall be in writing and shall be
sent, to any registered  Holder of any Warrants or Warrant Stock, to the address
of such Holder as it appears in the stock or warrant ledger of the Company or at
such other address as such Holder may have furnished in writing to the Company.

           14.2.  Any notice  shall be deemed to have been duly  delivered  when
delivered by hand, if personally delivered, and if sent by mail to a party whose
address is in the same  country as the  sender,  two  Business  Days after being
deposited in the mail, postage prepaid, and if sent by recognized  international
courier,  freight  prepaid,  with a copy sent by  telecopier,  to a party  whose
address is not in the same country as the sender,  three Business Days after the
later of (a) being telecopied and (b) delivery to such courier.

           Section 15.  Governing Law.  This Warrant shall be governed by and
construed in accordance with the laws of the State of New York (without
regard to conflicts of law provisions thereof).


                                       11
<PAGE>



           IN WITNESS WHEREOF,  the Company has caused this Warrant to be signed
in its name by its  President or a Vice  President and attested by its Secretary
or an Assistant Secretary.

Dated:     April 18, 2000

                               RIGHTSTART.COM INC.



                                /s/Jerry R. Welch
                                ------------------
                               By: Jerry R. Welch
                                 Its: President


ATTEST:





    /s/Kendrick F. Royer
    --------------------
Name:  Kendrick F. Royer
Title:  Secretary

<PAGE>




                                SUBSCRIPTION FORM
                 (to be executed only upon exercise of Warrant)


           The  undersigned   registered  owner  of  this  Warrant   irrevocably
exercises this Warrant for and purchases Stock Units of  RightStart.com  Inc., a
Delaware corporation,  purchasable with this Warrant, and herewith makes payment
therefor (by check in the amount of $_____),  or hereby tenders  _______________
Stock  Units  as  payment  therefor,  all at the  price  and  on the  terms  and
conditions  specified  in this Warrant and requests  that  certificates  for the
shares of Common Stock hereby  purchased  (and any  securities or other property
issuable upon such exercise) be issued in the name of and delivered
to _________________________ whose address is
  and, if such Stock Units shall not include all of the Stock Units issuable
as  provided in this  Warrant  that a new Warrant of like tenor and date for the
balance of the Stock Units issuable thereunder be delivered to the undersigned.


Dated:  _____________, _____

                                             -------------------------------
                                                         (Signature of
Registered Owner)


                                             -------------------------------
                                                         (Street Address)


-------------------------------
                      (City)       (State)          (Zip Code)



<PAGE>



                                 ASSIGNMENT FORM


           FOR VALUE RECEIVED the undersigned  registered  owner of this Warrant
hereby  sells,  assigns and transfers  unto the Assignee  named below all of the
rights of the  undersigned  under this  Warrant,  with  respect to the number of
Stock Units set forth below:

Number of Stock Units                          Name and Address of Assignee









and does  hereby  irrevocably  constitute  and  appoint  Attorney  to make  sure
transfer  occurs on the books of  RightStart.com  Inc., a Delaware  corporation,
maintained for the purpose, with full power of substitution in the premises.

Dated:

                                                   ---------------------------
     Signature


                                                   ---------------------------
     Witness


NOTICE:    The  signature to the  assignment  must  correspond  with the name as
           written  upon the face of the Warrant in every  particular  instance,
           without alteration or enlargement or any change whatsoever.

           The  signature to this  assignment  must be  guaranteed  by a bank or
trust company  having an office or  correspondent  in New York,  New York or Los
Angeles,  California  or by a firm  having  membership  on the  New  York  Stock
Exchange.