STOCKHOLDERS AGREEMENT

                                 August 15, 2001

        In connection with Investment Agreement dated as of even date herewith
(the "Investment Agreement"), between Athanor Holdings, LLC ("Athanor") and The
Right Start, Inc. ("Right Start"), and as an inducement to Athanor to enter into
the Investment Agreement Fred Kayne and Kayne Anderson Investment Management,
Inc. each severally agree with Athanor that he/it will (i) convert the
convertible securities of Right Start (other than employee or director options)
held by them not later than the date that the Convertible Preferred Stock is
converted and (ii) vote all securities of Right Start held by them which are
entitled to vote thereon (A) in favor of all matters necessary to approve the
conversion of the Convertible Preferred Stock (including a vote to approve
making the Convertible Preferred Stock pari passu with the Series A Convertible
Preferred Stock, the Series B Convertible Preferred Stock and the Series C
Convertible Preferred Stock) and, (B) in favor of the election of 3 directors
designated by Athanor at each election of directors hereafter until such time as
Athanor holds less than 20% of the outstanding Common Stock, 2 directors until
such time as Athanor holds less than 15% and 1 director until such time as
Athanor holds less than 10% (calculated in each case on the basis that the
Convertible Preferred Stock has been converted).

        Athanor agrees that it will vote the shares held by it in favor of (i)
the election of 3 directors designated jointly by Kayne Anderson Investment
Management and Fred Kayne until such time as such parties hold less than 20% of
the outstanding Common Stock, 2 directors until such time as such parties hold
less than 15% and 1 director until such time as such parties hold less than 10%
and (ii) the election of the Chief Executive Officer as a director.

        Fred Kayne and Kayne Anderson Investment Management represent and
warrant to Athanor that they jointly own sufficient shares of Right Start to
cause, and will cause, on the terms and conditions set forth in the Investment
Agreement, the shareholders of Right Start to approve the conversion feature of
the Convertible Preferred Stock and the authorization of a sufficient number of
shares of Common Stock into which all of the Convertible Preferred Stock is
convertible and all of the Warrants are exercisable.


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        Fred Kayne and Kayne Anderson Investment Management will be obligated to
perform their obligations under this agreement (other than ii(B) above) only if
Athanor has performed or simultaneously will perform its obligations under the
Investment Agreement. The provisions with respect to voting for directors will
become effective only after Athanor has purchased and The Right Start, Inc. has
sold the securities referenced in the Investment Agreement.



          /s/ Fred Kayne
        -----------------
        Fred Kayne

        Kayne Anderson Investment Management, Inc.


        By: /s/  David Shladovsky
           ---------------------------------
        Name:  David Shladovsky
        Its:   General Counsel

        ATHANOR HOLDINGS, LLC

        By: /s/ Ken Abdalla
             -----------------
        Name:  Ken Abdalla
        Title:  Manager

        By: /s/ Vincent C. Smith
           ---------------------------------
        Name:  Vincent C. Smith
        Title:  Member

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