RIGHT START INC /CA
EX-10.4 TARGOFF PLEDGE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>targoff.txt
<DESCRIPTION>EX-10.4 TARGOFF PLEDGE AGREEMENT
<TEXT>

                                PLEDGE AGREEMENT


     This Pledge  Agreement  (this  "Pledge  Agreement")  is entered  into as of
January 6, 2002 by and among The Right Start, Inc. (the "Pledgor"),  Targoff-RS,
LLC, a New York limited liability company ("Targoff"),  and Toy Soldier, Inc., a
Delaware  corporation ("TS" and,  collectively with Targoff,  the "Pledged Stock
Issuers"), and Wells Fargo Retail Finance, LLC ("WFRF" or the "Secured Party").

                                   WITNESSETH

     WHEREAS, the Pledgor, TS and WFRF, and as successor to Paragon Capital LLC,
are parties to the Loan and Security  Agreement dated as of January 23, 2001, as
amended by (i) the First  Amendment to Loan and Security  Agreement  dated as of
September 5, 2001,  (ii) the Second  Amendment  to Loan and  Security  Agreement
dated as of December 14, 2001 and (iii) the Third Amendment to Loan and Security
Agreement  dated as of the date  hereof  (as so  amended  and as may be  further
amended, restated, supplemented and/or otherwise modified from time to time, the
"Loan  Agreement"),  pursuant to which WFRF, subject to the terms and conditions
contained therein,  has agreed to make certain revolving credit advances,  cause
the issuance of letters of credit and provide other financial  accommodations to
the Pledgor (collectively, the "Loans");

     WHEREAS,  the Pledgor owns all of the  outstanding  capital stock of TS and
uncertificated membership interests of Targoff;

     WHEREAS,  the obligation of the WFRF to make additional Loans is subject to
the  conditions,  among  others,  that the Pledgor and each of the Pledged Stock
Issuers execute and deliver this Pledge Agreement and that the Pledgor grant the
security interest hereinafter described;

     NOW, THEREFORE,  for good and valuable  consideration,  receipt of which is
hereby acknowledged, it is hereby agreed as follows:

1.       Certain Definitions.

                    (a) As used in this Pledge  Agreement  the  following  terms
               shall have the following definitions:

                    (i) "Pledged  Collateral"  shall mean the Pledged  Stock and
               any other collateral now or hereafter pledged hereunder.

                    (ii) "Pledged  Stock" shall mean the shares of capital stock
               of each Pledged  Stock Issuer listed on Schedule I hereto and any
               additional securities now or hereafter pledged hereunder.

                    (b) Capitalized terms used but not defined herein shall have
               the  respective  meanings  ascribed  to such  terms  in the  Loan
               Agreement.  Unless the context of this Pledge  Agreement  clearly
<PAGE>

               requires   otherwise,   references  to  the  plural  include  the
               singular, and references to the singular include the plural.

     2. Security Interest. To secure the Pledgor's prompt, punctual and faithful
payment and performance of all and each of the  Liabilities,  the Pledgor hereby
deposits with and pledges the Pledged Collateral to the Secured Party and hereby
grants to the Secured  Party a security  interest in and to and a lien on all of
the Pledgor's right, title and interest in and to the Pledged Collateral.

     3. Special  Warranties  and  Covenants of the Pledgor.  The Pledgor  hereby
warrants and covenants to the Secured Party that:

                    (a) The Pledged  Collateral is duly and validly pledged with
               the  Secured  Party  in  accordance  with  law,  and the  Pledgor
               warrants  and will defend the Secured  Party's  right,  title and
               security  interest in and to the Pledged  Collateral  against the
               claims and demands of all persons whomsoever.

                    (b)  This  Pledge  Agreement  and,  in the  case of TS,  the
               delivery of the Pledged Collateral to the Secured Party creates a
               perfected first priority  security interest in all of the Pledged
               Collateral in favor of the Secured Party, securing payment of the
               Liabilities, and all actions necessary to achieve such perfection
               have been taken.

                    (c) The Pledgor  has good title to the  Pledged  Collateral,
               free and clear of all claims, mortgages, pledges, liens, security
               interests  and  other  encumbrances  of every  nature  whatsoever
               except  for the  security  interests  in the  Pledged  Collateral
               granted to QFS and FAO pursuant to the Parent Security  Agreement
               dated as of the date hereof among QFS, FAO and the Pledgor.

                    (d) All of the  Pledged  Stock  has been  duly  and  validly
               issued and is fully paid and nonassessable.

                    (e)  The  Pledged  Stock  constitutes  all of the  presently
               issued and outstanding capital stock of the Pledged Stock Issuers
               issued to the Pledgor.

                    (f) If (i) any  additional  shares of  capital  stock of any
               class of any Pledged Stock Issuer or any other  securities of any
               Pledged  Stock Issuer are acquired by the Pledgor  after the date
               hereof,   the  same  shall  constitute  Pledged  Collateral  and,
               simultaneously  with such  acquisition,  shall be  deposited  and
               pledged  with the Secured  Party as provided in Section 2 hereof.
               The Pledgor will  promptly  notify the Secured  Party of the date
               and  amount of any  material  loans made from time to time by the
               Pledgor to any Pledged Stock Issuer.

                    (g) If at any  time  and  from  time  to  time  any  Pledged
               Collateral  consists of an uncertificated  security or a security
               in book entry form, then such Pledged Stock Issuer shall promptly
               register or enter such Pledged Collateral, as the case may be, in
               the name of Secured Party or otherwise  cause the Secured Party's
               security  interest  thereon to be  perfected in  accordance  with
               applicable law.

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<PAGE>

                    (h) The  Pledgor has taken all steps it deems  necessary  or
               appropriate  to be informed on a  continuing  basis of changes or
               potential  changes  affecting the Pledged  Collateral  (including
               rights of conversion and exchange,  rights to subscribe,  payment
               of dividends, reorganizations or recapitalization,  tender offers
               and voting rights), and the Pledgor agrees that the Secured Party
               shall have not any  responsibility or liability for informing the
               Pledgor of any such  changes or  potential  changes or for taking
               any action or omitting to take any action with respect thereto.

                    (i) All  information  herein or  hereafter  supplied  to the
               Secured  Party by or on behalf of the  Pledgor  in  writing  with
               respect  to  the  Pledged  Collateral  is,  or  in  the  case  of
               information  hereafter supplied will be, accurate and complete in
               all material respects.

                    (j) The Pledgor will not sell,  convey or otherwise  dispose
               of any of the Pledged  Collateral,  nor will the Pledgor  create,
               incur or permit  to exist any  pledge,  mortgage,  lien,  charge,
               encumbrance or any security  interest  whatsoever with respect to
               any of the Pledged Collateral or the proceeds thereof, other than
               liens on and security interests in the Pledged Collateral created
               hereby or which are otherwise  expressly permitted under the Loan
               Agreement.

                    (k) The Pledgor  will not consent to or approve the issuance
               of any additional  shares of capital stock of any class of any of
               the Pledged  Stock  Issuers if such  issuance  would  violate the
               terms of the Loan  Agreement  or would  cause an Event of Default
               under  the  Loan  Agreement  and,  in the  event  that  any  such
               additional  shares of capital  stock are  issued to the  Pledgor,
               they  shall be  deposited  and  pledged  with the  Secured  Party
               simultaneously  with  such  issuance  as  provided  in  Section 2
               hereof.

                    (l) Neither the pledge of the Pledged Collateral pursuant to
               this Pledge Agreement nor the extensions of credit represented by
               the  Liabilities  violates  Regulations T, U or X of the Board of
               Governors of the Federal Reserve System.

     4. Further Assurances.


                    (a) The  Pledgor  agrees  that  from  time to  time,  at the
               expense of the  Pledgor,  the Pledgor will  promptly  execute and
               deliver  all  further  instruments  and  documents,  and take all
               further actions that may be necessary or reasonably desirable, or
               that the Secured  Party may  reasonably  request in  writing,  in
               order to perfect  and protect any  security  interest  granted or
               purported to be granted  hereby or to enable the Secured Party to
               exercise  and  enforce  its rights and  remedies  hereunder  with
               respect to any of the Pledged  Collateral.  Without  limiting the
               generality  of the  foregoing,  the Pledgor and the Pledged Stock
               Issuers,  as the case may be,  will:  (i) at the  request  of the
               Secured  Party,  mark  conspicuously   their  respective  records
               pertaining to the Pledged  Collateral with a legend,  in form and
               substance   reasonably   satisfactory   to  the  Secured   Party,
               indicating  that  such  Pledged  Collateral  is  subject  to  the
               security  interest  granted  hereby;  (ii)  execute and file such
               financing or continuation statements,  or amendments thereto, and
               such  other  instruments  or  notices,  as  may be  necessary  or
               reasonably  desirable,  or as the  Secured  Party may  reasonably
               request,  in order to perfect and preserve the security interests
               granted or purported to be granted hereby; (iii) allow inspection
               of  the  Pledged  Collateral  by the  Secured  Party  or  Persons
               designated  by the Secured  Party;  and (iv) appear in and defend

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<PAGE>

               any action or proceeding  that may affect  Pledgor's  title to or
               the Secured Party's security  interest in the Pledged  Collateral
               upon the written request of the Secured Party.

                    (b) Pledgor hereby  authorizes the Secured Party to file one
               or more  financing or  continuation  statements,  and  amendments
               thereto,  relative to all or any part of the  Pledged  Collateral
               without  the  signature  of  Pledgor  where  permitted  by law to
               perfect the Secured Party's security interest therein.

                    (c) Upon the  Secured  Party's  request,  the  Pledgor  will
               furnish to the Secured  Party:  (i) a certificate  executed by an
               authorized  officer  of  Pledgor,  and  dated  as of the  date of
               delivery  to the  Secured  Party,  itemizing  in such  detail  as
               Secured  Party may  reasonably  request in  writing,  the Pledged
               Collateral  which, as of the date of such  certificate,  has been
               delivered  to  Secured  Party  by  the  Pledgor  pursuant  to the
               provisions of this Pledge Agreement; and (ii) such statements and
               schedules   further   identifying   and  describing  the  Pledged
               Collateral and such other reports in connection  with the Pledged
               Collateral as the Secured Party may reasonably request.

     5. Covenants of Pledgor. The Pledgor shall:

                    (a) Perform  each and every  covenant in the Loan  Documents
               applicable to the Pledgor; and

                    (b) Upon  receipt  by the  Pledgor or any  material  notice,
               report,  or other  communication  from the Pledged  Stock Issuers
               relating  to all or any part of the Pledged  Collateral,  deliver
               such notices,  report or other communication to the Secured Party
               as soon as  possible,  but in no event  later  than five (5) days
               following the receipt thereof by the Pledgor.

     6. Secured Party as Pledgor's Attorney-in-Fact.


                    (a) The  Pledgor  hereby  irrevocably  appoints  the Secured
               Party as the Pledgor's  attorney-in-fact,  with full authority in
               the  place  and  stead  of the  Pledgor  and in the  name  of the
               Pledgor, the Secured Party or otherwise, from time to time at the
               Secured Party's discretion, to take any action and to execute any
               instrument  that the Secured Party may reasonably  deem necessary
               or advisable to accomplish the purposes of this Pledge Agreement,
               including:  (i) upon the occurrence and during the continuance of
               an Event  of  Default,  to  receive,  endorse,  and  collect  all
               instruments   made  payable  to  the  Pledgor   representing  any
               dividend,  interest  payment or other  distribution in respect of
               the  Pledged  Collateral  or  any  part  thereof  to  the  extent
               permitted  hereunder and to give full  discharge for the same and
               to execute  and file  governmental  notifications  and  reporting
               forms;  (ii) to  issue  any  notifications/instructions  that the
               Secured  Party  deems  necessary  pursuant  to  Section 4 of this
               Pledge  Agreement;  or (iii) to arrange  for the  transfer of the
               Pledged  Collateral  on the books of the Pledged Stock Issuers or
               any other Person to the name of the Secured  Party or to the name
               of the Secured Party's nominee in accordance with Section 10.

                    (b) In addition to the  designation  of the Secured Party as
               the  Pledgor's  attorney-in-fact  in  subsection  (a),  upon  the
               occurrence  and during the  continuation  of an Event of Default,
               the Pledgor hereby irrevocably  appoints the Secured Party as the
               Pledgor's agent and attorney-in-fact to make, execute and deliver
               any and all  documents  and  writings  which may be  necessary or

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<PAGE>

               appropriate  for approval  of, or be required by, any  regulatory
               authority located in any city, county, state or country where the
               Pledgor or any of the Pledged Stock  Issuers  engage in business,
               in order to transfer or to more  effectively  transfer any of the
               Pledged  Shares or otherwise  enforce the Secured  Party's rights
               hereunder.

     7. Distributions. In case, upon the dissolution, winding up, liquidation or
reorganization of the Pledged Stock Issuers whether in bankruptcy, insolvency or
receivership  proceedings  or upon an assignment for the benefit of creditors or
any other  marshalling  of the  assets and  liabilities  of such  Pledged  Stock
Issuers or otherwise, any sum shall be paid or any property shall be distributed
upon or with  respect to any of the Pledged  Collateral,  such sum shall be paid
over to the Secured Party to be held as collateral security for the Liabilities.
In case any stock dividend  shall be declared on any of the Pledged  Collateral,
or any share of stock or fraction  thereof shall be issued pursuant to any stock
split involving any of the Pledged  Collateral,  or any  distribution of capital
(including  cash  dividends,  except  those  expressly  allowed  under  the Loan
Agreement) shall be made on any of the Pledged Collateral, or any property shall
be  distributed  upon or with  respect to the  Pledged  Collateral  pursuant  to
recapitalization  or  reclassification  of  the  capital  of the  Pledged  Stock
Issuers,  the shares or other property so distributed  shall be delivered to the
Secured Party to be held as collateral security for the Liabilities.

     8. Events of Default.  Any Event of Default as defined and  provided in the
Loan Agreement shall constitute an Event of Default under this Pledge Agreement.

     9. Rights and  Remedies  of the  Secured  Party.  Upon the  occurrence  and
continuance  of any Event of Default,  such default not having  previously  been
remedied or cured within any applicable grace or cure periods, the Secured Party
shall have the following rights and remedies:

                    (a) All  rights and  remedies  provided  by law,  including,
               without limitation, those provided by the UCC;

                    (b)  All  rights  and  remedies   provided  in  this  Pledge
               Agreement; and

                    (c) All rights and remedies  provided in the Loan  Agreement
               or in any other  Loan  Document,  other  agreement,  document  or
               instrument pertaining to the Liabilities.

     The rights and  remedies  of the  Secured  Party set forth  above  shall be
exercisable  only in connection with a foreclosure on the Pledged  Collateral in
accordance  with the terms hereof.  The rights and remedies of the Secured Party
under this Pledge Agreement  against the Pledgor shall be limited to foreclosure
on such Pledged  Collateral,  and the Secured  Party shall not have the right to
commence any action against the Pledgor for any deficiency  remaining in respect
of the Liabilities after the exercise of the rights of the Secured Party against
the Pledged Collateral in accordance with terms of this Pledge Agreement.

     10. Right to Transfer into Name of Secured Party,  etc. In case there shall
exist an Event of Default that shall be continuing  after  applicable  grace and
cure periods,  but subject to the provisions of the UCC or other applicable law,
the  Secured  Party  may  cause  all  or any of  the  Pledged  Collateral  to be
transferred  into its name or into the name of its nominee or nominees.  So long

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<PAGE>

as no Event of Default  shall  exist and be  continuing,  the  Pledgor  shall be
entitled  to  exercise  as the  Pledgor  shall  deem  fit,  but in a manner  not
inconsistent with the terms hereof or of the Liabilities,  the voting power with
respect to the Pledged  Collateral.  In addition,  Secured  Party shall have the
right  at any time to  exchange  certificates  or  instruments  representing  or
evidencing  Pledged  Collateral  for  certificates  or instruments of smaller or
larger denominations.

     11. Right of Secured  Party to Exercise  Voting  Power,  etc. In case there
shall  exist an Event of Default,  which shall not have been  remedied or cured,
the Secured  Party,  until such Event of Default  has been  remedied or cured in
accordance  with the Loan  Agreement  shall be entitled  to exercise  the voting
power  with  respect  to the  Pledged  Collateral,  to receive  and  retain,  as
collateral  security  for  the  Liabilities,  any  and all  dividends  or  other
distributions at any time and from time to time declared or made upon any of the
Pledged Collateral,  and to exercise any and all rights of payment,  conversion,
exchange,  subscription or any other rights, privileges or options pertaining to
the Pledged  Collateral  as if it were the  absolute  owner  thereof,  including
without limitation, the right to exchange, at its discretion, any and all of the
Pledged   Collateral   upon   the   merger,    consolidation,    reorganization,
recapitalization  or other  readjustment of any of the Pledged Stock Issuers or,
upon the  exercise  of any such right,  privilege  or option  pertaining  to the
Pledged Collateral,  and in connection therewith, to deposit and deliver any and
all of the Pledged  Collateral with any committee,  depositary,  transfer agent,
registrar  or other  designated  agency  upon such terms and  conditions  as the
Secured  Party may  determine,  all  without  liability  except to  account  for
property actually received, the Secured Party shall have no duty to exercise any
of the aforesaid rights,  privileges or options and shall not be responsible for
any failure to do so or delay in so doing.

12.      Right of Secured Party to Dispose of Collateral, etc.


                    (a)  Upon  the  occurrence  and  continuance  of an Event of
               Default,  such  default not having  previously  been  remedied or
               cured within any  applicable  grace or cure periods,  the Secured
               Party shall have the right,  unless  such Event of Default  shall
               have been remedied or cured in accordance with the Loan Agreement
               prior to taking any such actions, at any time or times thereafter
               to sell,  resell,  assign and  deliver  all or any of the Pledged
               Collateral  in one or more  parcels at any  exchange  or broker's
               board or at public or private  sale.  The Secured Party will give
               the Pledgor at least ten (10) days' prior  written  notice at the
               address of the Pledgor specified in Section 23 hereof of the time
               and place of any public  sale  thereof or of the time after which
               any private sale or any other intended  disposition thereof is to
               be made. Any such notice shall be deemed to meet any  requirement
               hereunder or under any  applicable  law  (including the UCC) that
               reasonable  notification  be given of the time and  place of such
               sale or other  disposition.  Such notice may be given without any
               demand of  performance  or other  demand,  all such demands being
               hereby expressly  waived by the Pledgor.  All such sales shall be
               conducted  in a  commercially  reasonable  manner and shall be at
               such commercially reasonable price or prices as the Secured Party
               shall  deem best and  either  for cash or on credit or for future
               delivery (without assuming any  responsibility  for credit risk).
               At any such sale or sales the Secured  Party may  purchase any or
               all of the Pledged  Collateral to be sold thereat upon such terms
               as the Secured  Party may deem best.  Upon any such sale or sales
               the  Pledged  Collateral  so  purchased  shall  be  held  by  the
               purchaser absolutely free from any claims or rights of whatsoever
               kind or  nature,  including  any  equity  of  redemption  and any
               similar  rights,  all such equity of  redemption  and any similar

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               rights being hereby expressly waived and released by the Pledgor.
               In the  event  any  consent,  approval  or  authorization  of any
               governmental agency will be necessary to effectuate any such sale
               or sales,  the Pledgor shall  execute,  and hereby agree to cause
               the Pledged Stock Issuers to execute,  all such  applications  or
               other  instruments  as may be required.  The proceeds of any such
               sale  or  sales,  shall  be  applied  as  provided  in  the  Loan
               Agreement.

                    (b) The Pledgor  recognizes  that the  Secured  Party may be
               unable  to effect a public  sale of all or a part of the  Pledged
               Collateral  by reason of certain  prohibitions  contained  in the
               Securities Act of 1933, as amended (the  "Securities  Act"),  but
               may be  compelled  to  resort to one or more  private  sales to a
               restricted group of purchasers, each of whom will be obligated to
               agree, among other things, to acquire such Pledged Collateral for
               its  own  account,  for  investment  and  not  with a view to the
               distribution or resale  thereof.  The Pledgor  acknowledges  that
               private  sales so made may be at prices and upon other terms less
               favorable to the seller than if such Pledged Collateral were sold
               at public sales,  and that the Secured Party has no obligation to
               delay sale of any such Pledged  Collateral for the period of time
               necessary to permit such Pledged  Collateral to be registered for
               public sale under the  Securities Act of 1933. The Pledgor agrees
               that any such private sales shall not be deemed to have been made
               in a commercially  unreasonable  manner solely because they shall
               have been made under the foregoing circumstances.

                    (c) If the Secured Party,  for its benefit,  shall determine
               to  exercise  its right to sell all or any portion of the Pledged
               Collateral pursuant to this Section 12, the Pledged Stock Issuers
               shall,  upon the written  request of the Secured Party and at its
               own expense:

                    (i) execute and deliver, all such instruments and documents,
               and to do or cause to be done all such other acts and things,  as
               may be necessary or, in the opinion of Secured  Party,  advisable
               to register such Pledged  Collateral  under the provisions of the
               Securities   Act,   and  use  its  best   efforts  to  cause  the
               registration  statement  relating thereto to become effective and
               to remain  effective for such period as prospectuses are required
               by  law  to  be  furnished,   and  to  make  all  amendments  and
               supplements thereto and to the related prospectuses which, in the
               opinion of the Secured Party, are necessary or advisable,  all in
               conformity  with the  requirements  of the Securities Act and the
               rules and  regulations of the Securities and Exchange  Commission
               applicable thereto;

                    (ii) use its best efforts to qualify the Pledged  Collateral
               under the state  securities laws or "Blue Sky" laws and to obtain
               all necessary  governmental approvals for the sale of the Pledged
               Collateral, as requested by the Secured Party in writing;

                    (iii) make available to its respective  security holders, as
               soon as practicable, an earnings statement which will satisfy the
               provisions of Section 11(a) of the Securities Act;

                    (iv)   execute  and   deliver  to  any  person,   entity  or
               governmental  authority as Secured Party may choose,  any and all
               documents and writings which,  in the Secured Party's  reasonable
               judgment,  may be necessary or  appropriate  for approval,  or be
               required by, any regulatory  authority located in any city, state

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<PAGE>

               or country where the Pledgor or Pledged  Stock Issuers  engage in
               business,  in order to transfer or to more  effectively  transfer
               the Pledged Shares or otherwise  enforce  Secured  Party's rights
               hereunder; and

                    (v) do or cause to be done all such other acts and things as
               may be necessary to make such sale of the Pledged  Collateral  or
               any  part  thereof  valid  and  binding  and in  compliance  with
               applicable law.

                    (d) The  Pledgor  acknowledges  that  there  is no  adequate
               remedy at law for failure by it to comply with the  provisions of
               this  Section 12 and that such  failure  would not be  adequately
               compensable in damages,  and therefore agrees that its agreements
               contained in this Section may be specifically enforced.

     13.  Collection of Amounts Payable on Account of Pledged  Collateral,  etc.
Upon the  occurrence  and during the  continuance  of any Event of Default,  the
Secured  Party may,  but without  obligation  to do so,  demand,  sue for and/or
collect any money or property at any time due,  payable or receivable,  to which
it may be  entitled  hereunder,  on  account  of or in  exchange  for any of the
Pledged  Collateral  and shall  have the right,  for and in the name,  place and
stead of the Pledgor, to execute endorsements,  assignments or other instruments
of conveyance or transfer with respect to all or any of the Pledged Collateral.

     14. Care of Pledged  Collateral in Secured Party's  Possession.  Beyond the
exercise of reasonable care to assure the safe custody of the Pledged Collateral
while held  hereunder,  the  Secured  Party shall have no duty or  liability  to
collect  any sums due in  respect  thereof  or to  protect  or  preserve  rights
pertaining thereto,  and shall be relieved of all responsibility for the Pledged
Collateral upon surrendering the same to the Pledgor.

     15.  WAIVERS,  ETC.  EXCEPT AS IS OTHERWISE  PROVIDED  HEREIN,  THE PLEDGOR
HEREBY WAIVES  PRESENTMENT,  DEMAND,  NOTICE,  PROTEST AND ALL OTHER DEMANDS AND
NOTICES IN  CONNECTION  WITH THIS  AGREEMENT OR THE  ENFORCEMENT  OF THE SECURED
PARTY'S  RIGHTS  HEREUNDER OR IN  CONNECTION  WITH ANY  LIABILITY OR ANY PLEDGED
COLLATERAL  AND  CONSENTS  TO AND WAIVES  NOTICE OF THE  GRANTING  OF  RENEWALS,
EXTENSIONS OF TIME FOR PAYMENT OR OTHER INDULGENCES TO THE PLEDGED STOCK ISSUERS
OR THE PLEDGOR OR TO ANY THIRD PARTY, OR  SUBSTITUTION,  RELEASE OR SURRENDER OF
ANY COLLATERAL  SECURITY FOR ANY  LIABILITY,  THE ADDITION OR RELEASE OF PERSONS
PRIMARILY OR SECONDARILY  LIABLE ON ANY LIABILITY OR ON ANY COLLATERAL  SECURITY
FOR ANY LIABILITY, THE ACCEPTANCE OF PARTIAL PAYMENTS ON ANY LIABILITY OR ON ANY
COLLATERAL  SECURITY  FOR ANY  LIABILITY  AND/OR THE  SETTLEMENT  OR  COMPROMISE
THEREOF. NO DELAY OR OMISSION ON THE PART OF THE SECURED PARTY IN EXERCISING ANY
RIGHT  HEREUNDER  SHALL  OPERATE AS A WAIVER OF SUCH RIGHT OR OF ANY OTHER RIGHT
HEREUNDER.  ANY  WAIVER  OF ANY SUCH  RIGHT  ON ANY ONE  OCCASION  SHALL  NOT BE
CONSTRUED  AS A BAR TO OR WAIVER OF ANY SUCH RIGHT ON ANY FUTURE  OCCASION.  THE
PLEDGOR  FURTHER  WAIVES  ANY RIGHT IT MAY HAVE  UNDER THE  CONSTITUTION  OF THE
COMMONWEALTH OF MASSACHUSETTS OR THE CONSTITUTION OF THE STATE OF CALIFORNIA (OR

                                       8
<PAGE>

UNDER THE CONSTITUTION OF ANY OTHER STATE IN WHICH ANY OF THE PLEDGED COLLATERAL
MAY BE LOCATED),  OR UNDER THE CONSTITUTION OF THE UNITED STATES OF AMERICA,  TO
NOTICE (OTHER THAN ANY REQUIREMENT OF NOTICE  PROVIDED  HEREIN) OR TO A JUDICIAL
HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY  PROVIDED BY THIS AGREEMENT
TO THE SECURED  PARTY AND WAIVES ITS RIGHTS,  IF ANY, TO SET ASIDE OR INVALIDATE
ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE FOREGOING  PROVISIONS HEREOF ON
THE GROUNDS (IF SUCH BE THE CASE) THAT THE SALE WAS CONSUMMATED  WITHOUT A PRIOR
JUDICIAL  HEARING.  THE  PLEDGOR'S  WAIVERS  UNDER THIS  SECTION  HAVE BEEN MADE
VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER THE PLEDGOR HAS BEEN APPRISED
AND  COUNSELED  BY ITS  ATTORNEYS  AS TO THE  NATURE  THEREOF  AND ITS  POSSIBLE
ALTERNATIVE RIGHTS.

     16.  Termination;  Assignment,  etc. This Pledge Agreement and the security
interest in the Pledged  Collateral  created hereby shall  terminate when all of
the Liabilities have been paid and finally  discharged in full in cash (provided
that the  Secured  Party is no longer  obligated  to make  Loans  under the Loan
Agreement). For all purposes of this Pledge Agreement, no Event of Default shall
be deemed to have been cured or waived except as expressly  provided in the Loan
Agreement.  No waiver by the Secured Party or by any other holder of Liabilities
of any default  shall be effective  unless in writing nor operate as a waiver of
any other default or of the same default on a future occasion. In the event of a
sale or assignment by the Secured Party of all or any of the Liabilities held by
it in  accordance  with the terms of the Loan  Agreement,  the Secured Party may
assign or transfer  the rights and  interest of the  Secured  Party,  under this
Pledge  Agreement  in whole or in part to the  purchaser or  purchasers  of such
Liabilities, whereupon such purchaser or purchasers shall become vested with all
of the powers and rights of the Secured Party  hereunder,  and the Secured Party
shall  thereafter be forever released and fully discharged from any liability or
responsibility hereunder with respect to the rights and interest so assigned.

     17.  Reinstatement.  Notwithstanding  the  provisions  of Section  13, this
Pledge  Agreement  shall continue to be effective or be reinstated,  as the case
may be, if at any time any amount  received by the  Secured  Party in respect of
the  Liabilities  is rescinded or must  otherwise be restored or returned by the
Secured  Party upon the  insolvency,  bankruptcy,  dissolution,  liquidation  or
reorganization  of any of the Pledged  Stock  Issuers or the Pledgor or upon the
appointment of any intervenor or conservator of, or trustee or similar  official
for, the Pledged Stock Issuers or the Pledgor or any  substantial  part of their
respective  properties,  or otherwise,  all as though such payments had not been
made.

     18. Governmental Approvals,  etc. Upon the exercise by the Secured Party of
any power,  right,  privilege or remedy pursuant to this Pledge  Agreement which
requires  any  consent,   approval,   qualification   or  authorization  of  any
governmental authority or instrumentality and the written request of the Secured
Party,  the Pledgor will execute and deliver,  or will cause the  execution  and
delivery of, all applications, certificates, instruments and other documents and
papers  that the Secured  Party may be required to obtain for such  governmental
consent, approval, qualification or authorization.

                                       9
<PAGE>

     19.  Restrictions  on  Transfer,  etc. To the extent that any  restrictions
imposed by the charter or by-laws of the Pledged  Stock Issuers or any agreement
among the  holders  of  capital  stock of the  Pledged  Stock  Issuers  or other
document  or  instrument  would in any way  affect or impair  the  pledge of the
Pledged  Collateral  hereunder or the exercise by the Secured Party of any right
granted hereunder, including, without limitation, the right of the Secured Party
to  dispose  of the  Pledged  Collateral  upon the  occurrence  of any  Event of
Default, the Pledgor hereby waives such restrictions.  Each Pledged Stock Issuer
represents  and warrants that it has taken each  necessary  action to waive such
restrictions.  The Pledgor  Stock  Issuers  and the  Pledgor  will each take any
further  action  which the Secured  Party may  reasonably  request in writing in
order that the Secured  Party may obtain and enjoy the full rights and  benefits
granted  to the  Secured  Party  by  this  Pledge  Agreement  free  of any  such
restrictions.

     20.  Amendments.  No  amendment  or waiver of any  provision of this Pledge
Agreement nor consent to any departure by Pledgor herefrom shall in any event be
effective  unless the same shall be in writing and signed by Secured Party,  and
then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given.

     21. Security Interest Absolute. To the maximum extent permitted by law, all
rights  of  the  Secured  Party,  all  security  interests  hereunder,  and  all
obligations  of the  Pledgor  hereunder,  shall be  absolute  and  unconditional
irrespective of:

                    (a) any lack of  validity  or  enforceability  of any of the
               Liabilities  or  any  other  agreement  or  instrument   relating
               thereto, including any of the Loan Documents;

                    (b) any change in the time,  manner, or place of payment of,
               or in any other  term of, all or any of the  Liabilities,  or any
               other amendment or waiver of or any consent to any departure from
               any of the Loan  Documents,  or any other agreement or instrument
               relating thereto;

                    (c) any exchange,  release,  or  non-perfection of any other
               collateral,  or any release or  amendment or waiver of or consent
               to departure from any guaranty for all or any of the Liabilities;
               or

                    (d) any other circumstances  (other than payment) that might
               otherwise  constitute a defense  available to, or a discharge of,
               the Pledgor.

     To the maximum extent permitted by law, the Pledgor hereby waives any right
to require  Secured  Party to: (A) proceed  against or exhaust any security held
from the Pledgor;  or (B) pursue any other remedy in the Secured  Party's  power
whatsoever.

     22.  Waiver  of  Marshaling.  Each of the  Pledgor  and the  Secured  Party
acknowledges  and agrees that in exercising  any rights under or with respect to
the Pledged Collateral:  (i) the Secured Party is under no obligation to marshal
any Pledged Collateral;  (ii) may, in its absolute discretion,  realize upon the
Pledged  Collateral in any order and in any manner it so elects;  and (iii) may,
in its  absolute  discretion,  apply the  proceeds  of any or all of the Pledged
Collateral to the  Liabilities in any order and in any manner it so elects.  The
Pledgor and the Secured  Party waive any right to require the  marshaling of any
of the Pledged Collateral.

                                       10
<PAGE>

     23.  Notices.  Except as  otherwise  provided  herein,  all  notices to the
Pledgor or to the Secured  Party shall be in writing and shall be deemed to have
been sufficiently  given or served for all purposes hereof if made in accordance
with and delivered to the respective addresses provided in the Loan Agreement.

     24.  Governing  Law;  Jurisdiction;  Waiver  of  Jury  Trial.  This  Pledge
Agreement,  including the validity  hereof and the rights and obligations of the
parties  hereunder,  shall be construed in  accordance  with and governed by the
laws of The Commonwealth of  Massachusetts.  The Pledgor,  to the extent that it
may lawfully do so, hereby consents to the jurisdiction of the state and federal
courts  located  in the  county  of  Suffolk,  Massachusetts,  as well as to the
jurisdiction of all courts to which an appeal may be taken from such courts, for
the purpose of any suit,  action or other  proceeding  arising out of any of its
obligations  hereunder or with respect to the transactions  contemplated hereby,
and expressly  waives any and all objections it may have as to venue in any such
courts.  The Pledgor  further agrees that a summons and complaint  commencing an
action or  proceeding  in any of such courts shall be properly  served and shall
confer personal  jurisdiction if served personally or by certified mail to it at
its address as provided in the Loan Agreement or as otherwise provided under the
laws of The Commonwealth of Massachusetts.  The Pledgor  irrevocably  waives all
right to a trial by jury in any suit,  action or other proceeding  instituted by
or  against  it in  respect of its  obligations  hereunder  or the  transactions
contemplated hereby.

     25. Miscellaneous.

                    (a) This Pledge  Agreement shall inure to the benefit of and
               be binding  upon the  Secured  Party,  the  Pledgor,  each of the
               Pledged  Stock  Issuers  and  their  respective   successors  and
               assigns.  In case any provision in this Pledge Agreement shall be
               invalid,  illegal or  unenforceable,  the validity,  legality and
               enforceability  of the remaining  provisions shall not in any way
               be affected or impaired thereby.

                    (b) This Pledge  Agreement  may be executed in any number of
               counterparts  and by the  different  parties  hereto on  separate
               counterparts,  each of  which  shall be an  original,  but all of
               which together shall constitute one instrument.

                    (c)  This  Pledge   Agreement   has  been  entered  into  in
               conjunction  with the  provisions  of and the  security  interest
               granted to the  Secured  Party,  for its  benefit and the ratable
               benefit of the Secured  Parties,  under the Loan  Agreement.  The
               rights and remedies of the Pledgor, the Pledged Stock Issuers and
               the Secured Party with respect to the security  interests granted
               herein are in addition  and without  prejudice to those set forth
               in the Loan  Agreement,  all  terms and  provisions  of which are
               hereby  incorporated  herein by reference.  In the event that any
               provisions  of this Pledge  Agreement are deemed to conflict with
               the Loan Agreement or the other Loan Documents, the provisions of
               the Loan Agreement or the other Loan Documents shall govern.



                                       11
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have executed this Pledge
Agreement as a sealed instrument as of the date first above written.



                           PLEDGOR:

                           THE RIGHT START, INC.


                           By: /s/ Raymond P. Springer
                                   Raymond P. Springer
                                   Executive Vice President


                           PLEDGED STOCK ISSUERS:

                           TARGOFF-RS, LLC

                           By:  The Right Start, Inc., its managing member


                           By: /s/ Raymond P. Springer
                                   Raymond P. Springer
                                   Executive Vice President


                           TOY SOLDIER, INC.


                           By: /s/ Raymond P. Springer
                                   Raymond P. Springer
                                   Executive Vice President



                           SECURED PARTY:

                           WELLS FARGO RETAIL FINANCE, LLC



                           By: /s/ Joseph Becker
                                   Joseph Becker,
                                   Senior Vice President



                                       12
<PAGE>





                         SCHEDULE I TO PLEDGE AGREEMENT

                                  PLEDGED STOCK




Description (class and/or series)
      of Pledged Stock
                           No. of Shares        Percentage*      Certificate No.

Common Stock of Toy              1000             100%                 1
Soldier, Inc.

Limited Liability Company
Membership Interests of
Targoff-RS, LLC            Not Applicable          100%           Not Applicable


* For the purposes of this Schedule I, "Percentage" means the percentage of all
of the issued and outstanding shares of capital stock of the Pledged Stock
Issuers on a fully diluted basis.






</TEXT>
</DOCUMENT>
