RIGHT START INC /CA
EX. 10.13 LETTER AGREEMENT CHICAGO KBB
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<TYPE>EX-10
<SEQUENCE>20
<FILENAME>letteragreementchicagokbb.txt
<DESCRIPTION>EX. 10.13 LETTER AGREEMENT CHICAGO KBB
<TEXT>
                                 March 22, 2002

Royal Vendex KBB N.V.
KBB Retail Assets Corp.
Quality Fulfillment Services, Inc.
De Klencke 6, NL-1083
Postbus 7997, 1008 AD
Amsterdam, The Netherlands

         Re:      Asset Purchase Agreement by and among The Right Start,Inc.,
                  Toy Soldier, Inc., Royal Vendex KBB N.V., KBB Retail Assets
                  Corp. (fka F.A.O. Schwarz) and Quality Fulfillment Services,
                  Inc. dated as of November 19, 2001 (the "Purchase Agreement)

Gentlemen:

         Under Sections 2.3(e) and (f) of the Purchase Agreement (capitalized
terms used in the Letter Agreement without definition shall have the meanings
set forth in the Purchase Agreement) the parties agreed to make payments one to
the other depending on the difference between actual Operating Working Capital
Ongoing Business and the estimate used by the parties in Section 2.3(c) of the
Purchase Agreement as it may have been adjusted in accordance with Section
2.3(d) of the Purchase Agreement. The parties hereby agree as follows:

     1.       The parties agree that the calculation of Operating Working
              Capital Ongoing Business delivered by the Buyer to the Sellers and
              Shareholder on February 13, 2002 (the "Buyer Calculation"), shows
              that the Sellers owe $7,628,286 to the Buyer.

     2.       The parties agree that, based on their discussions regarding the
              Buyer Calculation and the matters raised in the response to the
              Buyer Calculation set forth in the letter of KBB Retail U.S.A.,
              Inc., dated February 28, 2002 (the Seller Response), the amount
              ("Reimbursable Amount") due to the Buyer under Section 2.3(f) of
              the Asset Purchase Agreement, together with all other matters
              reflected or referred to in the Buyer Calculation and the Seller
              Response, shall be $6,714,238, notwithstanding the Buyer
              Calculation or the provisions of Section 2.3(f) of the Asset
              Purchase Agreement.

     3.       The  parties  agree  that the  Reimbursable  Amount  shall be paid
              by  Shareholder (or by Sellers if Shareholder chooses) to Buyer as
              follows:

              a.  $3.0 million in cash on March 5, 2002;
              b.  $1,444,775 in cash at such time as:
                   i.   The Right Start, Inc. has provided a guaranty;


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                   ii.  Buyer, Parent, KBB Retail Assets Corp. and  Shareholder
                        have executed a mutually acceptable Interim Operating
                        Agreement with respect to the Chicago flagship store;
                   iii. KBB Retail  Assets Corp. has received an executed Note
                        in the  aggregate  principal amount of $1.5 million
                        secured on a subordinated basis by the inventorylocated
                        at the Chicago flagship store (the "New Note");
                   iv.  KBB Retail Assets Corp. has received a security
                        agreement; and

              c.  $2,269,463  through a reduction in the aggregate  principal
                  amount of the  Subordinated  Notes by notation  made on
                  Subordinated  Note issued by Toy Soldier,  Inc. to KBB Retail
                  Assets Corp. in the manner provided in such notes

     4.       The Sellers and the Shareholder agree that the New Note shall be
              subject to the Subordination and Intercreditor Agreement dated as
              of January 6, 2002 (the Subordination Agreement"), by and between
              the Sellers, the Shareholder and Wells Fargo Retail Finance, LLC
              ("Wells") and that Wells may rely on and enforce the agreement set
              forth in this Section 4 of this Letter Agreement as fully as if it
              had been made in the Subordination Agreement.

     5.       The parties agree that the aggregate  principal  amount of
              Subordinated  Note No. FAO-1 issued by Toy Soldier,  Inc. to KBB
              Retail  Assets Corp.  shall be reduced to  $14,830,637  (which,
              together  with Subordinated  Note No.  QFS-1  issued to Quality
              Fulfillment  Services,  Inc.,  totals  $15,730,537) reflecting the
              adjustments  noted in item 3(c) above plus an additional  $2,000
              with respect to the assignment  of the  Chestnut  Hill and Water
              Tower  stores,  or reduced to  $14,829,637  if the Water Tower
              Store is not assigned.

         This Letter Agreement contains the entire agreement between the parties
with respect to the calculation of Operating Working Capital Ongoing Business
and payments for any difference between the estimated and actual Operating
Working Capital Ongoing Business as would otherwise be dealt with through
Section 2.3 of the Purchase Agreement and all the other subject matter hereof
and supersedes all prior agreements and understandings, oral or written, with
respect to such matters. Any provision of this Letter Agreement may be amended
or waived if, and only if, such amendment or waiver is in writing and signed, in
the case of an amendment, by the parties hereto, or in the case of a waiver, by
the party against whom the waiver is to be effective. This Letter Agreement
shall be governed by and construed under the law of the State of New York
without regard to conflicts-of-laws principals that would require the
application of any other law. This Letter Agreement may be executed in one or
more counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.

If you agree with the matters set forth in this Letter Agreement, please
execute and return one copy to us and keep the other for your records.

                                       2
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                           Sincerely,

                           THE RIGHT START, INC.


                           By: /s/ Kendrick F. Royer
                           Name: Kendrick F. Royer
                           Title: Senior Vice President

                           TOY SOLDIER, INC.


                           By: /s/ Kendrick F. Royer
                           Name: Kendrick F. Royer
                           Title: Senior Vice President

 AGREED AND ACCEPTED

 ROYAL VENDEX KBB N.V.


 By: /s/ Eric ter Hark
 Name:  Eric ter Hark
 Title: Director of Corporate Development


 KBB RETAIL ASSETS CORP.


 By: /s/ Hal Prout
 Name:  Hal Prout
 Title: Secretary


 QUALITY FULFILLMENT SERVICES, INC.


 By: /s/ Hal Prout
 Name:  Hal Prout
 Title: Secretary




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