**Exhibit 10.5**

 

**Execution Copy**

 

**SECOND AMENDMENT TO**

**AMENDEDAND RESTATED EMPLOYMENT AGREEMENT**

 

THIS AMENDMENTis made on May 8, 2006 by and between MOTHERS WORK, INC. (the “Company”)and REBECCA C. MATTHIAS (“Executive”).

 

WHEREAS, the Company and Executive areparties to an Amended and Restated Employment Agreement dated as of April 28,2005, as amended effective December 29, 2005 (the “Employment Agreement”);and

 

WHEREAS, Section 17 of the EmploymentAgreement provides that the Company and Executive may amend the EmploymentAgreement by agreement in writing; and

 

WHEREAS, the Company has requested thatExecutive agree to certain changes with respect to the vesting of stock optionsawarded annually to Executive, if any.

 

NOW, THEREFORE, in consideration of thesepremises and intending to be legally bound hereby, the Employment Agreement isamended as follows, effective as of the date first above written:

 

1.             The last sentence of Section 5.3 isrevised in its entirety to read as follows:

 

“Such Optionsshall be exercisable at the closing price of the Common Stock as reported byNASDAQ on the date of grant and shall vest immediately; provided, however, thatwith respect to the 2006 fiscal year Option Compensation, that Option shallvest on the first anniversary of the date of grant, provided that Employeeremains in continuous service with the Company through such date (and subjectto accelerated vesting in accordance with this Agreement and the applicableplan under which that Option is issued).”

 

2.             The Employment Agreement, asamended by the foregoing changes, is hereby ratified and confirmed in allrespects.

 

[*signature page follows*]

 

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IN WITNESS WHEREOF, the Companyhas caused this Amendment to be executed by its duly authorized officer andExecutive has executed this Amendment, in each case on the date first writtenabove.

 

 
| ** ** | **MOTHERS  WORK, INC.**                                                                        |
|------------|------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                     | ** ** |
| ** ** | ** **                                                                                     | ** ** |
|       | By:                                                                                       | /s/ EDWARD M. KRELL |   |
|       |                                                                                           |   |
|       | Name &  Title: Edward M. Krell, Executive Vice  President   – Chief Financial Officer |
|       |                                                                                           |   |
|       |                                                                                           |   |
|       | **REBECCA  C. MATTHIAS**                                                                       |
|       |                                                                                           |   |
|       |                                                                                           |   |
|       | /s/ REBECCA  C. MATTHIAS                                                                       |   |

 

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