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                                                                EXHIBIT 10.38.1


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                                     WARRANT

                                   TO PURCHASE

                                    SHARES OF

                                  COMMON STOCK

                                       OF

                              NATURAL WONDERS, INC.


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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                                                                                                        <C>
1.       General Terms........................................................................................1
         1.1        Right to Acquire Securities...............................................................1
         1.2        Exercise of Warrant.......................................................................2
         1.3        Record Holder.............................................................................2
         1.4        Payment of Taxes..........................................................................2
         1.5        Transfer and Exchange.....................................................................3
2.       Transfer of Securities...............................................................................3
         2.1        Restrictions of Transfer..................................................................3
         2.2        Cooperation...............................................................................5
3.       Registration Rights..................................................................................5
         3.1        Definitions...............................................................................5
         3.2        Demand Registration.......................................................................6
         3.3        Piggyback Registration....................................................................7
         3.4        Expenses..................................................................................9
         3.5        Company Responsibilities..................................................................9
         3.6        Indemnification..........................................................................10
         3.7        Holder's Obligations.....................................................................11
         3.8        Assignment...............................................................................11
4.       Adjustments to Exercise Price and Warrant Shares....................................................11
         4.1        Subdivision or Combination...............................................................11
         4.2        Adjustment for Reorganization, Consolidation, Merger.....................................12
         4.3        Miscellaneous Exercise Matters...........................................................13
         4.4        No Dilution or Impairment................................................................13
         4.5        Notice of Adjustment.....................................................................13
         4.6        Duty to Make Fair Adjustments in Certain Cases...........................................13
5.       Miscellaneous.......................................................................................14
         5.1        Entire Agreement.........................................................................14
         5.2        Successors and Assigns...................................................................14
         5.3        Governing Law............................................................................14
         5.4        Notices, Etc.............................................................................14
         5.5        Delays or Omissions......................................................................14
         5.6        Survival.................................................................................14
         5.7        Waivers and Amendments...................................................................15
         5.8        Cashless Exercise........................................................................15
         5.9        Severability.............................................................................17
         5.10       Registered Holder........................................................................17
         5.11       Titles and Subtitles.....................................................................17
</TABLE>


                                       -i-


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                                     WARRANT
                      TO PURCHASE SHARES OF COMMON STOCK OF
                              NATURAL WONDERS, INC.

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A)
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, (B) IN
COMPLIANCE WITH RULE 144 UNDER SUCH ACT, OR (C) THE COMPANY HAS BEEN
FURNISHED WITH AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY
THAT NO REGISTRATION IS REQUIRED FOR SUCH TRANSFER.

                                                   37,500 Shares of Common Stock

     1.   GENERAL TERMS.

          1.1   RIGHT TO ACQUIRE SECURITIES.

                (a)  This Warrant certifies that for value received RAYMOND
     JAMES and Associates, Inc. (the "Holder"), or registered assigns, are
     entitled at any time before 5:00 p.m., San Francisco, California time, on
     the Expiration Date (as such term is defined herein) to purchase from
     NATURAL WONDERS, INC., a Delaware corporation (the "Company"), 37,500
     shares (the "Warrant Shares") of the fully paid and non-assessable Common
     Stock of the Company ("Common Stock") as constituted on the date hereof
     (the "Issuance Date"), at a price of $1.50 per share (the "Exercise
     Price"), such number of shares and price per share subject to adjustment
     as provided herein and all subject to the conditions set forth herein.
     This Warrant may be exercised at any time on or before three years from
     the date hereof (the "Expiration Date").

     Upon any partial exercise hereof, there shall be issued to the Holder a
new Warrant or Warrants with respect to the shares of Common Stock not so
exercised. No fractions of a share of Common Stock will be issued upon the
exercise of this Warrant, but if a fractional share would be issuable upon
exercise the Company will pay in cash the fair market value thereof as
determined by the Board of Directors of the Company in good faith.

                (b)  The Warrant may be subdivided, at the Warrantholder's
     option, into several warrants to purchase the Warrant Shares
     (collectively, also referred to as the "Warrant"). Such subdivision may
     be accomplished in accordance with the provisions of Section 1.5 hereof.

                                      -1-


<PAGE>

          1.2   EXERCISE OF WARRANT.

                (a)  The Holder or any person or entity to whom the Holder
     has assigned its right under this Warrant (collectively referred
     to as the "Warrantholder") may exercise the Warrant, in whole or in
     part, at any time or from time to time, prior to its expiration, on
     any business day, by delivering a written notice in the form attached
     hereto (the "Exercise Notice") to the Company at the offices of
     the Company designated in Section 5.4 hereof, exercising the Warrant
     and specifying (i) the total number of shares of Common Stock the
     Warrantholder will purchase pursuant to such exercise and (ii) a
     place and date not less than one nor more than 20 business days from
     the date of the Exercise Notice for the closing of such purchase.

                (b)  At any closing under Section 1.2(a) hereof, (i) the
     Warrantholder will surrender the Warrant and make payment to the
     Company of the aggregate Exercise Price for the shares of Common
     Stock so purchased by delivering:  (x) a bank, cashier's or certified
     check; or (y) a written notice of an election to effect a Cashless
     Exercise (as defined in Section 5.8 hereof); and (ii) the
     Company will deliver to the Warrantholder a certificate or
     certificates for the number of shares of Common Stock issuable upon such
     exercise, together with cash, in lieu of any fraction of a share, as
     provided in Section 1.1(a) above. Upon any partial exercise, a new
     warrant or warrants of the same tenor and expiration date for the
     purchase of the number of such shares not purchased upon such
     exercise shall be issued by the Company to the registered holder
     thereof.

          1.3  RECORD HOLDER. A Warrant shall be deemed to have been
exercised immediately prior to the close of business on the date of its
surrender for exercise as provided in Section 1.2(b) above, and the person
entitled to receive the shares of Common Stock issuable upon such exercise
shall be treated for all purposes as the holder of such shares of record as
of the close of business on such date.

          1.4  PAYMENT OF TAXES. The Company shall pay all taxes and other
governmental charges that may be imposed in respect of the issue or
delivery of the Warrant Shares or any portion thereof. The Company shall not
be required, however, to pay any tax or other charge imposed in connection
with any transfer involved in the issue of any certificate for the Warrant
Shares or any portion thereof in any name other than that of the registered
holder of the Warrant surrendered in connection with the purchase of such
shares, and in such case the Company shall not be required to issue or
deliver any certificate until such tax or other charge has been paid or it
has been established to the Company's satisfaction that no tax or other
charge is due.

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          1.5   TRANSFER AND EXCHANGE.

                (a)  Subject to the terms hereof, including, without
     limitation, Section 2.1, the Warrant and all rights thereunder are
     transferable, in whole or in part, on the books of the Company
     maintained for such purpose at its office designated in Section 5.4
     hereof by the registered holder hereof in person or by duly authorized
     attorney, upon surrender of the Warrant properly endorsed and upon
     payment of any necessary transfer tax or other governmental charge
     imposed upon such transfer. Upon any partial transfer, the Company will
     issue and deliver to such holder a new warrant or warrants with respect
     to the Warrant Shares not so transferred.  Each taker and holder of the
     Warrant, by taking or holding the same, consents and agrees that the
     Warrant when endorsed in blank shall be deemed negotiable, and that when
     the Warrant shall have been so endorsed, the holder may be treated by
     the Company and all other persons dealing with the Warrant as the
     absolute owner of such Warrant for any purpose and as the person
     entitled to exercise the rights represented thereby, or to the transfer
     on the books of the Company, any notice to the contrary notwithstanding;
     but until such transfer on such books, the Company may treat the
     registered holder of the Warrant as the owner for all purposes.  The
     term "Warrant" as used herein shall include the Warrant and, any
     warrants delivered in substitution or exchange therefor as provided
     herein.

                (b)  The  Warrant is exchangeable for a warrant or
     warrants for the same aggregate number of Warrant Shares, each new
     Warrant to represent the right to purchase such number of shares as the
     holder shall designate at the time of such exchange.

     2.   TRANSFER OF SECURITIES.

          2.1   RESTRICTIONS OF TRANSFER.  Neither the Warrant nor the
Warrant Shares shall be transferable except upon the conditions specified in
this Section 2.1, which conditions are intended to insure compliance
with the provisions of the Securities Act of 1933 (the "1933 Act") in
respect to the transfer of the Warrant and the Warrant Shares.

                (a)  Unless and until otherwise permitted by this Section
     2.1, the Warrant and each certificate or other document evidencing
     any of the Warrant Shares shall be endorsed with a legend substantially
     in the following form:

          "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
          ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR
          OTHERWISE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE
          REGISTRATION STATEMENT

                                      -3-


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          UNDER SUCH ACT, (B) IN COMPLIANCE WITH RULE 144 UNDER SUCH ACT,
          OR (C) THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF
          COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT
          THAT NO REGISTRATION IS REQUIRED FOR SUCH TRANSFER"

                (b)  Neither the Warrant nor the Warrant Shares shall be
     transferred, and the Company shall not be required to register any
     such transfer, unless and until one of the following events shall
     have occurred:

                     (i)  the Company shall have received an opinion of counsel,
          in form and substance reasonably acceptable to the Company and
          its counsel, stating that the contemplated transfer is exempt from
          registration under the 1933 Act as then in effect, and the
          Rules and Regulations of the Securities and Exchange
          Commission (the "Commission") thereunder. Within five business days
          after delivery to the Company and its counsel of such an opinion,
          the Company either shall deliver to the proposed transferor a
          statement to the effect that such opinion is not satisfactory in
          the reasonable opinion of its counsel (and shall specify in
          detail the legal analysis supporting any such conclusion) or shall
          authorize the Company's transfer agent to make the requested
          transfer;

                     (ii)  the Company shall have been furnished with a
          letter from the Commission in response to a written request
          in form and substance acceptable to counsel for the Company
          setting forth all of the facts and circumstances
          surrounding the contemplated transfer, stating that the
          Commission will take no action with regard to the contemplated
          transfer;

                     (iii)  the Warrant or the Warrant Shares are transferred
          pursuant to a registration statement which has been filed with
          the Commission and has become effective; or

                     (iv)  the Warrant or the Warrant Shares are transferred
          in accordance with the provisions of Rule 144 promulgated by the
          Commission under the 1933 Act.

                (c)  The restrictions on transfer imposed by this Section 2.1
     shall cease and terminate as to the Warrant and the Warrant Shares when
     (i) such securities shall have been effectively registered under the
     1933 Act and sold by the holder thereof in accordance with such
     registration, (ii) an acceptable opinion as described in Section
     2.1(b)(i) or a "no action" letter described in Section 2.1(b)(ii) states
     that future transfers of such securities by

                                     -4-


<PAGE>

     the transferor or the contemplated transferee would be exempt from
     registration under the 1933 Act, or (iii) such securities may be sold in
     accordance with the provisions of Rule 144 promulgated under the 1933 Act.
     When the restrictions on transfer contained in this Section 2.1 have
     terminated as provided above, the holder of the securities as to which
     such restrictions shall have terminated or the transferee of such holder
     shall be entitled to receive promptly from the Company, without expense
     to him, new certificates not bearing the legend set forth in Section
     2.1(a) hereof.

          2.2   COOPERATION.  The Company shall cooperate in supplying such
information as may be reasonably requested by the Warrantholder to
complete and file any information reporting forms presently or subsequently
required by the Commission as a condition to the availability of an
exemption, presently existing or subsequently adopted, from the 1933 Act
for the sale of the Warrant or the Warrant Shares.

     3.   REGISTRATION RIGHTS.

          3.1   DEFINITIONS.  For purposes of Section 3 hereof, terms not
otherwise defined herein shall have the following meanings:

                (a)  The terms "register," "registered" and
     "registration"  refer to the preparation  and filing of a registration
     statement in compliance with the 1933 Act and the rules promulgated
     thereunder, and the declaration of the effectiveness of such
     registration statement, or the taking of similar action under a
     successor statute or regulation.

                (b)  The term "Registrable  Securities" means the  shares of
     Common Stock issuable upon conversion of the Debenture or exercise of
     the Warrant, and any securities issued or issuable with respect to
     such Warrant Shares by way of a stock dividend or stock split or in
     connection with a combination of shares, recapitalization, merger,
     consolidation or other reorganization.

                (c)  The term "Holder" means any registered holder or holders
     of Registrable Securities.

                (d)  The term "Prospectus" means a prospectus that complies
     with applicable provisions of the 1933 Act.

                (e)  The term "Debenture" refers to the Subordinated
     Convertible Debenture issued to Holders on September 11, 2000 along
     with the Warrants.

                                     -5-


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          3.2   DEMAND REGISTRATION.

                (a)  On any date after March 15, 2001, the Holders of at
     least fifty percent (50%) of the Registrable Securities then outstanding
     (the "Initiating Holders") may request in writing registration under the
     1933 Act (a "Demand Registration"). The Demand Registration request
     shall specify the amount of the Registrable Securities proposed to be
     sold, the intended method of disposition thereof and the jurisdictions
     in which registration is desired. Upon the receipt of the Demand
     Registration request, the Company promptly shall take such steps as are
     necessary or appropriate to prepare for the registration of the
     Registrable Securities to be registered. Within fifteen (15) days after
     the receipt of such request, the Company shall give written notice
     thereof to all other Holders and include in such registration all
     Registrable Securities held by a Holder from whom the Company has
     received a written request for inclusion therein at least ten (10) days
     prior to the filing of the registration statement. Each such request
     will also specify the number of Registrable Securities to be registered,
     the intended method of disposition thereof and the jurisdictions in
     which registration is desired.

                (b)  The Company shall use its reasonable best efforts to
     cause any such Demand Registration to become effective not later
     than one hundred twenty (120) days after it receives a request under
     this Section 3.2. A registration requested pursuant to this Section 3.2
     shall not count as the one Demand Registration to which the Holders
     are entitled to thereunder unless such registration statement is
     declared effective and remains effective for at least ninety (90) days.

                (c)  If Holders of a majority of the Registrable Securities
     proposed to be registered by the Initiating Holders so elect, the
     offering of such Registrable Securities pursuant to such Demand
     Registration shall be in the form of a firm commitment underwritten
     offering. If any Demand Registration of Registrable Securities is in the
     form of an underwritten offering, the Holders holding a majority of
     the Registrable Securities proposed to be registered by the Initiating
     Holders shall select and obtain an investment banking firm of national
     reputation to act as the managing underwriter of the offering (the
     "Approved Underwriter"); provided, that the Approved Underwriter shall,
     in any case, be acceptable to the Company in its reasonable judgment.

                (d)  The Company shall not be obligated to effect any
     registration under this Section 3.2 except in accordance with the
     following provisions:

                     (i)  The Company shall not be obligated to use its
          reasonable best efforts to file and cause to become effective more
          than

                                     -6-


<PAGE>

          one registration  statement with respect to Registrable
          Securities held by the Holders initiated pursuant to this Section
          3.2; provided, however, that any registration proceeding begun
          pursuant to this Section 3.2 that is subsequently withdrawn at the
          request of the Holders shall not be so counted if such withdrawal is
          based upon material adverse information relating to the Company or
          its condition, business, or prospects which is different from that
          generally known to the Rights Holders at the time of their request.

                     (ii)  The Company may delay the filing or effectiveness
          of any registration statement for a period of up to ninety (90)
          days after the date of a request for registration pursuant to this
          Section 3.2 if (x) at the time of such request the Company is
          engaged, or has formal plans to engage within sixty (60) days of
          the time of such request, in an underwritten public offering of
          shares of Common Stock, (y) the Board of Directors of the Company
          determines in good faith that (A) it is in possession of material,
          non-public information concerning an acquisition, merger,
          recapitalization, consolidation, reorganization or other material
          transaction by or of the Company or concerning pending or
          threatened litigation and (B) disclosure of such information would
          jeopardize any such transaction or litigation or otherwise
          materially harm the Company, or (z) the Company shall furnish to
          the Holders a certificate signed by the Chief Executive Officer or
          President of the Company stating that, in the good faith judgment
          of the Board of Directors of the Company, it would otherwise be
          seriously detrimental to the Company and its investors for such
          registration statement to be filed and it is therefore essential to
          defer the filing of such registration statement.

          3.3   PIGGYBACK REGISTRATION.

                (a)  If, at any time, through and including the third
     anniversary of the date of this Warrant, the Company proposes to
     register any of its securities under the 1933 Act (other than in
     connection with a merger, acquisition, reorganization or similar
     transaction pursuant to a Form S-4 Registration Statement or an employee
     stock compensation plan pursuant to a Form S-8 Registration Statement),
     it will give written notice by registered mail, at least (30) days prior
     to the filing of each such registration statement, to the Holder of its
     intention to do so.  If the Holder notifies the Company within 20 days
     after receipt of any such notice of its desire to include any
     Registrable Securities in such proposed registration statement, the
     Company shall afford such Holder the opportunity to have any of the
     Registrable Securities registered

                                     -7-


<PAGE>

     under such registration statement and included in any underwriting
     involved with respect thereto.

                (b)  Notwithstanding the provisions of Section 3.3 hereof:
     (i) the Company shall have the right at any time after it shall have
     given written notice pursuant to this Section 3 (irrespective of whether
     a written request for inclusion of any Registrable Securities shall have
     been made) to elect not to file any such proposed registration
     statement, or to withdraw the same after the filing but prior to the
     effective date thereof; and (ii) in the event a registration under
     Section 3.3 hereof relates to an underwritten public offering which does
     not include any securities being offered and sold on behalf of selling
     shareholders, the inclusion of any Registrable Securities may, at the
     election of the Company, be conditioned upon the Holder agreeing that
     the public offering of such Registrable Securities shall not commence
     until 90 days after the effective date of such registration.

                (c)  The rights of the Holder pursuant to Section 3.3 hereof
     shall be conditioned upon such Holder's participation in the
     underwriting with respect thereto and the inclusion of such Holder's
     Registrable Securities in such underwriting (unless otherwise mutually
     agreed by the Company, the managing underwriter or, if none, a majority
     of the underwriters, and such Holder) to the extent provided herein.

                (d)  Notwithstanding any other provision of this Warrant, if
     the managing underwriter or, if none, a majority of the underwriters,
     determines that marketing factors require a limitation of the number of
     shares to be underwritten or a complete exclusion of such shares, such
     underwriter or underwriters may limit the number of Registrable
     Securities that may be included in the registration and underwriting or
     exclude all of the Registrable Securities, as appropriate.  In the case
     of an underwritten registration in which the number of Registrable
     Securities that may be included is limited, the Company shall advise the
     Holder of the limited number of Registrable Securities that may be
     included in the registration, and the number of Registrable Securities
     that may be included in the registration and underwriting shall be
     allocated among all Holders thereof in proportion, as nearly as
     practicable, to the respective amounts of Registrable Securities
     entitled to inclusion in such registration held by such Holders at the
     time of filing the registration statement.

                (e)  The Company shall (together with all Holders proposing
     to distribute their securities through an underwriting) enter into an
     underwriting agreement in customary form with the underwriter or
     underwriters selected for the underwriting.

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<PAGE>

          3.4   EXPENSES.

          All expenses incurred in connection with any registration pursuant to
this Warrant or Warrant Shares, including without limitation, all registration,
filing and qualification fees, printing expenses, fees and disbursements of
counsel for the Company, and expenses of any special audits incidental to or
required by such registration, shall be borne by the Company; provided however
the Company shall not be required to pay:

                (a)  fees of legal counsel of any Holder, or underwriters'
     fees, discounts, commissions or expenses relating to Registrable
     Securities; and

                (b) for expenses that the Company is prohibited from paying
     under Blue Sky laws or by Blue Sky administrators.

          3.5   COMPANY RESPONSIBILITIES.

          In the case of a piggyback registration of Warrant Shares, the Company
shall use its best efforts to keep the Holder advised in writing as to the
initiation, effectiveness and completion of such registration.  At its expense
the Company shall:

                (a)  prepare and file a registration statement (and such
     amendments and supplements thereto) with respect to such Registrable
     Securities and use its best efforts to cause such registration statement
     to become and remain effective for a period of 180 days or until the
     Holder or Holders have completed the distribution described in the
     registration statement relating thereto, whichever first occurs;

                (b)  furnish such number of copies of a Prospectus in
     conformity with the requirements of applicable law, and such other
     documents incident thereto as a Holder from time to time may reasonably
     request; and

                (c)  use every reasonable effort to register or qualify the
     Registrable Securities covered by such registration statement under the
     state Blue Sky laws of such jurisdictions as the Company's Board of
     Directors may reasonably determine, and do any and all other acts and
     things which may be necessary under said Blue Sky laws to enable the
     sellers of the Registrable Securities to consummate the public sale or
     other disposition of the Registrable Securities owned by them in such
     jurisdictions, except that the Company shall not for any purpose be
     required to qualify to do business as a foreign corporation in any
     jurisdiction wherein the Registrable Securities are so qualified.

                                      -9-




<PAGE>


          3.6   INDEMNIFICATION.

                (a)  The Company shall indemnify the Holder, with respect to
     such registration effected pursuant to Section 3 hereof, against all
     claims, losses, damages and liabilities (or actions in respect thereto)
     arising out of or based on any untrue statement (or alleged untrue
     statement) of a material fact contained in any registration statement or
     related Prospectus, or based on any omission (or alleged omission) to
     state therein a material fact required to be stated therein or necessary
     to make the statements therein not misleading, or any violation by the
     Company of any rule or regulation promulgated under any securities law
     applicable to the Company and relating to action or inaction required of
     the Company in connection with any such registration, and shall
     reimburse the Holder, for any legal and any other expenses reasonably
     incurred in connection with investigating or defending any such claim,
     loss, damage, liability or action, provided that the Company shall not
     be liable in any such case to the extent that any such claim, loss,
     damage or liability arises out of or is based on any untrue statement or
     omission based upon written information furnished to the Company in an
     instrument duly executed by such Holder specifically for use therein.

                (b)  The Holder shall, if Registrable Securities held by or
     issuable to the Holder are included in the securities as to which such
     registration is being effected, indemnify the Company, each of its
     directors and officers who sign such registration statement, each
     underwriter, if any, of the Company's securities covered by such a
     registration statement, each person who controls the Company within the
     meaning of the 1933 Act, and each other Holder, against all claims,
     losses, damages and liabilities (or actions in respect thereof) arising
     out of or based on any untrue statement (or alleged untrue statement) of
     a material fact contained in any such registration statement or related
     Prospectus, or any omission (or alleged omission) to state therein a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, and shall reimburse the Company and
     such Holders for any legal or any other expenses reasonably incurred in
     connection with investigating or defending any such claim, loss, damage,
     liability, or action, in each case to the extent, but only to the
     extent, that such untrue statement (or alleged untrue statement) or
     omission (or alleged omission) is made in such registration statement or
     related Prospectus in reliance upon and in conformity with written
     information furnished to the Company in an instrument duly executed by
     such Holder specifically for use therein.

                (c)  Each party entitled to indemnification under this
     Section 3.4 (the "Indemnified Party") shall give notice to the party
     required to provide indemnification (the "Indemnifying Party") promptly
     after such

                                     -10-


<PAGE>

     Indemnified Party has actual knowledge of any claim as to which indemnity
     may be sought, and shall permit the Indemnifying Party to assume the
     defense of any such claim or any litigation resulting therefrom, provided
     that counsel for the Indemnifying Party, who shall conduct the defense of
     such claim or litigation, shall be approved by the Indemnified Party
     (whose approval shall not be unreasonably withheld), and the Indemnified
     Party may participate in such defense at such party's expense; and
     provided further that the failure of any Indemnified Party to give
     notice as provided herein shall not relieve the Indemnifying Party of
     its obligations under this Section 3.4.  No Indemnifying Party, in the
     defense of any such claim or litigation, shall, except with the consent
     of each Indemnified Party, consent to entry of any judgment or enter
     into any settlement, which does not include as an unconditional term
     thereof, the giving by the claimant or plaintiff to such Indemnified
     Party of a release from all liability in respect to such claim or
     litigation.

          3.7   HOLDER'S OBLIGATIONS.  The Holder shall furnish to the
Company such written information regarding such Holder and the distribution
proposed by such Holder as the Company may reasonably request in writing and
as shall be required in connection with any registration referred to in this
Warrant.

          3.8   ASSIGNMENT.  The rights granted to the Holder pursuant to
this Warrant may be assigned to a transferee or assignee of the Warrant or
any of the Registrable Securities,  provided that the transferee or assignee
is an affiliated entity of the Holder and the Company is given  written
notice at the time of or within 10 days after said  transfer,  stating the
name and address of said  transferee  or assignee and identifying  the
Registrable  Securities with respect to which such registration rights are
being assigned.

     4.   ADJUSTMENTS TO EXERCISE PRICE AND WARRANT SHARES. The Exercise Price
in effect from time to time and the number of Warrant Shares shall be subject
to adjustment in certain cases as set forth in this Section 4.

          4.1   SUBDIVISION OR COMBINATION. In the event the outstanding
Common Stock shall be subdivided into a greater number of shares of Common
Stock, the Exercise Price for the Warrant Shares shall, simultaneously with
the effectiveness of such subdivision, be proportionately reduced and the
number of Warrant Shares proportionately increased, and conversely, in case
the outstanding Common Stock shall be combined into a smaller number of
shares of Common Stock, the Exercise Price shall, simultaneously with the
effectiveness of such combination, be proportionately increased and the
number of Warrant Shares proportionately reduced.

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<PAGE>


          4.2   ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER.

                (a)  In case of any reorganization of the Company (or any
     other corporation the stock or other securities of which are receivable
     on the exercise of the Warrant) after the date on which this Warrant is
     first issued (the "Issuance Date"), or in case, after such date, the
     Company (or any such other corporation) shall consolidate with or merge
     into another corporation or convey all or substantially all of its
     assets to another corporation, then and in each such case the
     Warrantholder, upon exercise of the Warrant as provided in Section 1.2
     hereof at any time after the consummation of such reorganization,
     consolidation, merger or conveyance, shall be entitled to receive, in
     lieu of the stock or other securities and property receivable upon the
     exercise of the Warrant prior to such consummation, the stock or other
     securities or property to which the Warrantholder would have been
     entitled upon such consummation if the Warrantholder had exercised or
     converted the Warrant immediately prior thereto; in each such case, the
     terms of this Warrant, including the exercise provisions of Section 1.2,
     shall be applicable to the shares of stock or other securities or
     property receivable upon the exercise or conversion of the Warrant after
     such consummation.

                (b)  The Company shall not effect any consolidation, merger
     or conveyance of all or substantially all of its assets unless prior to
     the consummation thereof the successor corporation (if other than the
     Company) resulting from such consolidation  or merger or the
     corporation into or for the securities  of which the previously
     outstanding  stock of the Company shall be changed in connection with
     such consolidation or merger, or the  corporation purchasing such
     assets, as the case may be, shall assume by written instrument, in
     form and substance satisfactory to the Warrantholder, executed and
     delivered in  accordance with Section 5.4 hereof, the obligation to
     deliver to the Warrantholder  such shares of stock, securities  or
     assets as, in accordance with the foregoing provisions, the
     Warrantholder is entitled to purchase.

                (c)  If a purchase, tender or exchange offer is made to and
     accepted by the holders of more than 50% of the outstanding shares of
     Common Stock of the Company, the Company shall not effect any
     consolidation, merger or sale with the Person having made such offer or
     with any Affiliate of such Person, unless prior to consummation of such
     consolidation, merger or sale the Warrantholder shall have been given a
     reasonable opportunity to then elect to receive either the stock,
     securities or assets then issuable upon the exercise or conversion of
     the Warrant or, if different, the stock, securities or assets, or the
     equivalent, issued to previous holders of the Common Stock in accordance
     with such offer, computed as though the Warrantholder hereof had been,
     at the time of such offer, a holder

                                     -12-


<PAGE>

     of the stock, securities or assets then purchasable upon the exercise or
     conversion of the Warrant.  As used in this paragraph (c), the term
     "Person" shall mean and include an individual, a partnership, a
     corporation, a trust, a joint venture, an unincorporated organization
     and a government or any department or agency thereof, and an "Affiliate"
     of any Person shall mean any Person directly or indirectly controlling,
     controlled by or under direct or indirect common control with, such
     other Person.  A Person shall be deemed to control a corporation if such
     Person possesses, directly or indirectly, the power to direct or cause
     the direction of the management and policies of such corporation,
     whether through the ownership of voting securities, by contract or
     otherwise.

          4.3   MISCELLANEOUS EXERCISE MATTERS. The Company shall at all
times reserve and keep available out of its authorized but unissued  Common
Stock the full number of Warrant Shares deliverable upon exercise of the
Warrant  Shares, as such number may change from time to time. Also, the
Company shall, at its own expense, take all such actions and obtain all such
permits and orders as may be necessary to enable the Company lawfully to
issue the Warrant Shares upon the exercise of the Warrant.

          4.4 NO DILUTION OR IMPAIRMENT.  The Company will not, by amendment
of its certificate of incorporation or through reorganization, consolidation,
merger, dissolution, issue or sale of securities, sale of assets or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms of the  Warrant, but will at all times in good faith assist in
the carrying out of all such terms and in the taking of all such  actions as
may be necessary or appropriate in order to protect the rights of the
Warrantholder against dilution or other impairment. Without limiting the
generality of the foregoing, the Company will take all such action as may be
necessary or appropriate  in order that the Company may validly and legally
issue fully paid and non-assessable shares upon the exercise or conversion of
the Warrant.

          4.5 NOTICE OF ADJUSTMENT.  When any adjustment is required to be
made in either the Exercise Price or the number of shares issuable upon
exercise of the Warrant, the Company shall promptly notify the Warrantholder
of such event, of the calculation by which such adjustment is to be made and
of the resulting Exercise Price or conversion rate, as the case may be.

          4.6 DUTY TO MAKE FAIR ADJUSTMENTS in Certain Cases. If any event
occurs as to which in the  opinion of the Board of Directors the other
provisions of this Section 4 are not strictly applicable or if strictly
applicable would not fairly protect the purchase and exercise rights of the
Warrant in accordance with the essential intent and principles of such
provisions, then the Board of Directors shall make an adjustment in the
application of such provisions, in accordance with such essential intent and
principles, so as to protect such purchase rights as aforesaid.

                                      -13-


<PAGE>

     5.   MISCELLANEOUS.

          5,1   ENTIRE AGREEMENT.  This Warrant constitutes the full and
entire understanding and agreements between the parties hereto with respect
to the subjects hereof and thereof.

          5.2  SUCCESSORS AND ASSIGNS.  The terms and conditions of this
Warrant shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties hereto, except as expressly provided
otherwise herein.

          5.3  GOVERNING LAW.  This Warrant shall be governed by and
construed under the laws of the State of California.

          5.4 NOTICES, ETC. All notices and other communications required
or permitted hereunder shall be in writing and shall be deemed
effectively given upon personal delivery or upon the seventh day following
mailing by registered air mail, postage prepaid, addressed (a) if to the
Warrantholder, at Raymond James and  Associates, Inc., 850 Carillon
Parkway, St. Petersburg, Florida 33716, Attention:  Tom Mullins, or at
such other address as it shall have furnished to the Company in writing,
(b) if to the Company, a copy should be sent to 4209 Technology Drive,
Fremont, CA 94538, and addressed to the attention of the corporate
secretary, or at such other address as the Company shall have
furnished in writing to the Warrantholder, or (c) if to any other holder of
any Warrant or of Warrant Shares issued upon conversion of the Warrant,
at such address as such holder shall have furnished to the Company in
writing, or, until such holder so furnishes an address to the Company, then
to and at the address of the last holder of such Warrant or Warrant Shares
who so furnished an address to the Company.

          5.5  DELAYS OR OMISSIONS.  No delay or omission to exercise any
right, power or remedy accruing to any holder of any securities issued or
sold or to be issued or sold hereunder, upon any breach  or default of the
Company under this Agreement, shall impair any such right, power or remedy of
such holder nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or in any similar breach or default
thereafter occurring, nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring.  Any waiver, permit, consent or approval of any kind or character
on the part of any holder of any breach or default  under this Agreement, or
any waiver on the part of any holder of any provisions or conditions of this
Agreement, must be in writing and shall be effective only to the extent
specifically set forth in such  writing. All remedies, either under this
Agreement or by law or otherwise afforded to any holder, shall be cumulative
and not alternative.

          5.6   SURVIVAL.  The representations, warranties, covenants and
agreements made herein and or made pursuant to this Agreement shall
survive the

                                    -14-


<PAGE>

execution and delivery of this Agreement, except as expressly provided
otherwise herein.

          5.7   WAIVERS AND AMENDMENTS. With the written consent of the
record or beneficial holders  of more than 50% of the Warrant Shares (treated
as if converted), the obligations of the Company and the rights of the
holders of the Warrant and the Warrant Shares may be waived (either generally
or in a particular instance, either retroactively or prospectively and either
for a specified period  of time or indefinitely), and with the  same consent
the Company, when authorized by resolution of its Board of Directors, may
enter into a supplemental agreement for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Warrant; provided, however, that no such waiver or supplemental agreement
shall reduce the aforesaid percentage of the Warrant Shares, the holders of
which are required to consentto any waiver or supplemental agreement, without
the consent of the record or beneficial holders of all of the Warrant Shares
(treated as if converted). Upon the effectuation of each such Waiver,
consent, agreement of amendment or modification, the Company promptly shall
give  written notice thereof to the record  holders of the Warrant and the
Warrant Shares. This Warrant or any provision hereof may not be changed,
waived, discharged or terminated orally, but only by a statement in  writing
signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, except to the extent provided in this
Section 5.7.

          5.8   CASHLESS EXERCISE.

                (a)  This Warrant may be exercised at any time or from time
     to time prior to the Expiration Date, by presentation and surrender of
     this Warrant to the Company at its principal executive offices with a
     written notice of the Holder's intention to effect a cashless exercise,
     including a calculation of the number of shares of Common Stock to be
     issued upon such exercise in accordance with the terms hereof (a
     "Cashless Exercise").  In the event of a Cashless Exercise in lieu of
     paying the Exercise Price in cash, the holder shall surrender this
     Warrant for that number of shares of Common Stock determined by
     multiplying (i) the number of Warrant Shares to which it would otherwise
     be entitled by (ii) a fraction, the numerator of which shall be the
     difference between the then current Market Price per share of the Common
     Stock and the Exercise Price, and the denominator of which shall be the
     Market Price per share of Common Stock.

                (b)  The following definitions shall apply to this Section
     5.8.

                     (i)  "Business Day" means any day, other than a Saturday
                or Sunday or a day on which banking institutions in the State of
                California are authorized or obligated by law, regulation or
                executive order to close.

                                      -15-


<PAGE>

                     (ii)  "Closing Price" shall mean for the Common Stock as
     of any date, the last price of such security on the principal United
     States securities exchange or trading market on which such security is
     listed or traded as reported by the Research Service of Nasdaq Trading
     and Market Services (or a comparable reporting service of national
     reputation selected by the Holder and reasonably acceptable to the
     Company if the Research Service of Nasdaq Trading and Market Services is
     not then reporting last price of such security) (collectively, "NTMS"),
     or if the foregoing does not apply, the last reported sale price of such
     security in the over-the-counter market on the electronic bulletin board
     for such security as reported by NTMS, or, if no sale price is reported
     for such security by NTMS, the average of the bid prices of any market
     makers for such security as reported in the "pink sheets" by the
     National Quotation Bureau, Inc., in each case for such date or, if such
     date was not a Trading Day (as defined below) for such security, on the
     next preceding day which was a Trading Day. If the Closing Price cannot
     be calculated for a share of Common Stock as of either of such dates on
     any of the foregoing bases, the Closing Price of such security on such
     date shall be the fair market value as determined by an investment
     banking firm selected by mutual agreement of the Holder and the Company,
     with the costs of such appraisal to be borne equally by the Company and
     the Holder.  The manner of determining the Closing Price of the Common
     Stock set forth in the foregoing definition shall apply with respect to
     any other security in respect of which a determination as to market
     value must be made.

                     (iii)  "Market Price" shall mean, with respect to any
     date of determination, the average  Closing Price during the ten (10)
     Trading Days ending on the Trading Day immediately preceding such date
     of determination, appropriately adjusted to reflect any stock dividend,
     stock split or similar transaction during either such relevant period.
     The manner of determining the Market Price of the Common  Stock set
     forth in the foregoing definition shall apply with respect to any other
     security in respect of which a determination as to market value must be
     made hereunder.

                     (iv)  "Trading Day" shall mean a Business Day on which
     at least 1,000  shares of  Common  Stock  are  traded on the  principal
     United States  securities  exchange or trading market on which such
     security is listed or traded as reported by NTMS.

                                     -16-


<PAGE>

          5.9   SEVERABILITY. If one or more provisions of this  Warrant are
held to be invalid, illegal or unenforceable under applicable law, such
provision shall be modified in such manner as to be valid, legal and
enforceable, but so as to most nearly retain the intent of the  parties, and
if such modification is not possible, such provision  shall be severed  from
this  Agreement as if such provision were not included, in either case, and
the balance of this Warrant shall not in any way be affected or impaired
thereby and shall be enforceable in accordance with its terms.

          5.10  REGISTERED HOLDER. The Company may deem and treat the
registered  Holder(s) hereof as the absolute owner(s) of this Warrant
(notwithstanding any notation of ownership  or other writing hereon made
by  anyone),  for the  purpose of any exercise or conversion hereof, of any
distribution to the Holder(s) hereof, and for all other purposes, and the
Company shall not be affected by any notice to the contrary. Other than as
set forth herein, this Warrant does not entitle any Holder hereof to any
rights of a stockholder of the Company.

          5.11  TITLES AND SUBTITLES.  The titles of the sections and
subsections of this Warrant are for convenience and are not to be
considered in construing this Warrant.

     IN WITNESS WHEREOF, Company has caused this Warrant to be signed by its
duly authorized officer and issued as of the date set forth below.

Dated:  September 11, 2000

                                       NATURAL WONDERS, INC.

                                       By:
                                          --------------------------------

                                       Its:
                                          --------------------------------

                                     -17-


<PAGE>

                                 EXERCISE NOTICE

                (To be executed only upon exercise of Warrant)


     The undersigned  registered owner of a Warrant of NATURAL WONDERS, INC.
(the "Company"),  originally issued to _________________  irrevocably
exercises such  Warrant  for the  purchase  of  shares  of  Common Stock of
the Company, purchasable with the Warrant, and hereby sets the place and
date for the closing of such purchase as follows, all on the terms and
conditions  specified in the Warrant.

Place of Closing:
                  --------------------------

Date of Closing:
                  --------------------------



     The undersigned requests that a certificate for such shares be
registered in the name of __________________________________________________,
whose address is
___________________________________________________________________.  If
said number of shares is less than all of the shares of Common Stock
purchasable under the Warrant,  the undersigned requests that a new Warrant
representing the remaining  balance of such shares be registered
in the name  of __________________________________________________, whose
address is______________________________________________.

Dated:  ____________________


                                       ___________________________________
                                       Signature of Registered Owner


                                       ___________________________________
                                       Street Address


                                       ___________________________________
                                       City            State           Zip

                                     -18-


<PAGE>

                               FORM OF ASSIGNMENT

     FOR VALUED RECEIVED, the undersigned registered owner of this Warrant
issued by NATURAL WONDERS, INC. hereby sells, assigns and transfers unto
the Assignee named  below all of the rights of the undersigned under the
within Warrant, with respect to the number of Shares of Common Stock set
forth below:

Name of Assignee                    Address                   No. of Shares







and does hereby irrevocably constitute and appoint  ____________________________
attorney to make such transfer on the books of  _________________________
maintained for such purpose, with full power of substitution in the premises.

Dated:  ____________________



                                       ___________________________________
                                       Signature of Registered Owner



                                       ___________________________________
                                       Witness


                                      -19-