Baby Registry Joint Development

EXHIBIT 10.22


BABY REGISTRY
JOINT DEVELOPMENT AND USE AGREEMENT


This BABY REGISTRY JOINT DEVELOPMENT AND USE AGREEMENT (this "Agreement") is dated as of April 12, 2001, by and among The Right Start, Inc., a California corporation (the "TRS") and RightStart.com Inc., a Delaware corporation ("RSC").


RECITALS


1. TRS is engaged in the retail sale of infants' and children's products through stores located throughout the United States (the "TRS Offline Sales").


2. RSC is engaged in the online sale of infants' and children's products at its website at www.rightstart.com and through its catalog operations (the
------------------ "RSC Online and Catalog Sales").


3. TRS and RSC have entered into that certain Intellectual Property Agreement dated as of July 9, 1999 (the "Intellectual Property Agreement") pursuant to which the parties' respective rights to the use of certain intellectual property is defined.


4. TRS believes a gift registry would assist TRS with the TRS Offline Sales and RSC believes a gift registry would assist RSC with the RSC Online and Catalog Sales.


5. TRS believes a gift registry accessible to its customers from each of its retail store locations and online would provide desirable service to its customers.


6. RSC believes a gift registry that included registration information of TRS' customers would provide desirable service to RSC's customers.
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In consideration of the mutual promises and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:


1. Development and Use.
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(A) TRS and RSC agree to work jointly to develop and deploy an integrated
baby registry (the "Integrated Registry") that will permit customers
of TRS and RSC to access registry information from any TRS retail
store and online. Each of TRS and RSC shall develop any portion of the
Integrated Registry that does not rely on the other's portion
independently and they shall develop the integrated portions jointly
with equal contributions. If the parties determine that it is most
efficient, the Integrated Registry can reside wholly online. Neither
party shall be required to make any payment to the other for


development, deployment, maintenance or operation of the Integrated
Registry except to the extent that personnel or services are provided
by the other.


(B) The Integrated Registry shall include a database portion (the
"Database") that shall reside at a mutually agreed location online and
be acces ...