Exhibit 4.9


                           CERTIFICATE OF DESIGNATION
                                       OF
                       SERIES C CUMULATIVE PREFERRED STOCK
                                       OF
                               MOTHERS WORK, INC.

                           Pursuant to Section 151 of
              the General Corporation Law of the State of Delaware
                   ------------------------------------------

     I, Rebecca C.  Matthias,  President of Mothers  Work,  Inc., a  corporation
organized  and  existing  under  the  General  Corporation  Law of the  State of
Delaware (the "Corporation"), DO HEREBY CERTIFY:

     that,  pursuant to authority  conferred  upon the Board of Directors of the
Corporation  (hereinafter called the "Board of Directors") by its Certificate of
Incorporation,  as amended to date (the  "Certificate of  Incorporation"),  and,
pursuant to the provisions of Section 151 of the General  Corporation Law of the
State of  Delaware,  such Board of  Directors,  at a meeting  held on October 8,
2001, adopted the following resolutions,  which resolutions remain in full force
and effect on the date hereof  creating a series of three  hundred two  thousand
six hundred  nineteen  (302,619) shares of Preferred Stock having a par value of
$0.01 per share,  designated as Series C Cumulative Preferred Stock (the "Series
C Preferred Stock") out of the class of two million shares of preferred stock of
the Corporation having a par value of $0.01 per share (the "Preferred Stock"):

     RESOLVED,  that pursuant to the authority  vested in the Board of Directors
in accordance with the provisions of the Certificate of Incorporation, the Board
of Directors does hereby  create,  authorize and provide for the issuance of the
Series C  Preferred  Stock  having the  powers,  designations,  preferences  and
rights, and qualifications,  limitations and restrictions  thereof, that are set
forth as follows:

     Section 1.  Designation  and  Amount.  The shares of such  series  shall be
designated  as "Series C  Cumulative  Preferred  Stock" and the number of shares
constituting  such  series  shall be three  hundred  two  thousand  six  hundred
nineteen (302,619),  with a stated value of Sixty-Four and 43746/100000  Dollars
($64.43746) per share (the "Stated Value").

     Section 2. Dividends.

          (A) The  holder of each  share of Series C  Preferred  Stock  shall be
     entitled to receive,  when and as declared by the Board of Directors out of
     funds  legally  available  for  that  purpose,  cumulative  cash  dividends
     (subject to Section 2(B)). Dividends shall compound quarterly to the extent
     unpaid  on  each  March  1,  June 1,  September  1 and  December  1



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     (each a "Compounding Date") commencing on December 1, 2001, and accrue from
     the date of issuance at the rate of eight and 625/1000 percent (8.625%) per
     annum (the "Dividend Rate") on the sum of (x) the Stated Value per share of
     Series C  Preferred  Stock then  outstanding  plus (y)  accrued  and unpaid
     dividends thereon.

          (B)  All  dividends  on  shares  of  Series  C  Preferred  Stock  then
     outstanding  shall  accrue  until the  first  anniversary  of the  Original
     Issuance  Date.  For the period  beginning on the first  anniversary of the
     Original  Issuance  Date  until  the  second  anniversary  of the  Original
     Issuance Date, the Corporation shall pay cash dividends on shares of Series
     C Preferred Stock then outstanding at a rate of two and one-half percent (2
     1/2%)  per annum on the sum of (x) the  Stated  Value per share of Series C
     Preferred Stock then outstanding plus (y) the amount,  if any, of dividends
     which  have  accrued on any  amounts  which  should  have been paid as cash
     dividends  under this  Section  2(B) that have not been so paid,  and shall
     accrue the balance of unpaid  dividends in accordance  with this Section 2.
     After the second anniversary of the Original Issuance Date, the Corporation
     shall  pay cash  dividends  on  shares of  Series C  Preferred  Stock  then
     outstanding  at a rate of four percent (4%) per annum on the sum of (x) the
     Stated Value per share of Series C Preferred  Stock then  outstanding  plus
     (y) the amount,  if any,  of  dividends  which have  accrued on any amounts
     which should have been paid as cash dividends  under this Section 2(B) that
     have not been so paid, and shall accrue the balance of unpaid  dividends in
     accordance  with this Section 2, which balance shall be payable when and as
     declared by the Board of Directors.

          (C) Except to the extent paid in conjunction with the Put Option under
     Section 5 hereof (as defined  below),  no dividends  shall be paid upon, or
     declared and set apart for, any share of Series C Preferred Stock unless at
     the same time a like proportionate  dividend shall be paid upon or declared
     and set apart for all shares of Series C Preferred Stock then outstanding.

          (D) No  dividends  or other  distributions  of any nature  (other than
     stock  dividends  payable in shares of the Common  Stock) shall be declared
     and/or paid on any shares of Junior  Stock (as defined in Section 9) unless
     and until all accrued and unpaid  dividends on the Series C Preferred Stock
     then outstanding have been paid in full.

          (E) During the  occurrence  and  continuance  of a Put Option  Default
     Period (as defined in Section 5), the Dividend Rate shall  increase  solely
     with respect to those shares of Series C Preferred  Stock then  outstanding
     held by holders  who have  exercised  their Put Option,  to twelve  percent
     (12%)  per annum on the sum of (x) the  Stated  Value per share of Series C
     Preferred  Stock then  outstanding  plus (y) accrued  and unpaid  dividends
     thereon, and shall be payable in cash.

          (F) If  dividends  are  declared  and/or  paid on any shares of Parity
     Stock (as  defined in Section  9),  then the  holders of shares of Series C
     Preferred Stock then  outstanding  shall receive  dividends on a pari passu
     basis with the  holders of such  Parity  Stock in  proportion  to the total
     amount to which the holders of Series C Preferred  Stock are entitled under
     this  Section 2 and to which  the  holders  of  shares of Parity  Stock are
     entitled  under the  Certificate  of  Incorporation  or any  Certificate of
     Designation for such class of stock, in each case upon such  declaration of
     dividends.

                                      -2-

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          (G) The Corporation shall not pay any cash dividends to the holders of
     Series C  Preferred  Stock  under  this  Section  2 if, at the time of such
     payment the Corporation is prohibited under applicable law from making such
     payment, in cash (a "Legal  Prohibition") or the Corporation is in default,
     or such  payment  would cause the  Corporation  to be in default (a "Senior
     Debt  Default"),  on any  covenant  contained  in  the  Loan  and  Security
     Agreement,  dated  April,  1998,  as amended,  by and among  Fleet  Capital
     Corporation , the Corporation and Cave Springs, Inc., the Indenture,  dated
     as of August 1,  1995,  as  amended,  by and  among  the  Corporation,  the
     Guarantor  named therein and Chase Manhattan Trust (as successor to Society
     National  Bank),  as Trustee (the "12 5/8% Senior Notes  Indenture") or any
     loan agreement or indenture  entered into in connection  with a replacement
     or refinancing of the foregoing (collectively,  the "Senior Debt"). In such
     event, such declared and unpaid cash dividends shall accrue and compound as
     set forth in  Section  2(A)  above at the rates set forth in  Section  2(I)
     below.

          (H) If  dividends  are  declared  and paid in cash or  property to the
     holders  of record of shares of  Common  Stock,  then  holders  of Series C
     Preferred  Stock  shall be  entitled  to  receive  an amount  equal to such
     holder's  ratable  share of the  Dividend  Participation  Amount.  The term
     "Dividend  Participation  Amount"  shall  mean 10% of the amount of cash or
     property  that is  available  to be paid to the holders of record of Common
     Stock as a dividend pursuant to the declaration by the Board.

          (I) If  Corporation  fails to pay cash  dividends  because of a Senior
     Debt  Default  then the  Dividend  Rate shall  increase for as long as such
     dividend remains unpaid to nine and 625/1000  (9.625%) percent per annum on
     the sum of (x) the Stated Value per share of Series C Preferred  Stock then
     outstanding plus (y) accrued and unpaid dividends  thereon.  If Corporation
     fails to pay cash dividends for any other reason then a Senior Debt Default
     then the Dividend Rate shall increase for as long as such dividend  remains
     unpaid to  eleven  and  125/1000  percent  (11.125%)  on the sum of (x) the
     Stated Value per share of Series C Preferred  Stock then  outstanding  plus
     (y) accrued and unpaid dividends thereon. The Corporation shall not, during
     any  period  in  which  there  are  cash  dividends  in  arrears,  make any
     restricted  payments  permitted  under the 12 5/8% Senior  Notes  Indenture
     other  than the  restricted  payments  to  holders  of  shares  of Series C
     Preferred Stock then outstanding.

     Section 3. Rights on Liquidation, Dissolution, Winding Up.

          (A) In the event of any liquidation,  dissolution or winding up of the
     Corporation,  whether  voluntary or  involuntary,  the holders of shares of
     Series C Preferred Stock then outstanding  shall be entitled to be paid out
     of  the  assets  of  the  Corporation  available  for  distribution  to its
     stockholders,  whether from capital,  surplus or earnings, after payment to
     the  holders of Series A Preferred  Stock and before any  payment  shall be
     made to the holders of any Junior  Stock and on a pari passu basis with the
     holders of Parity  Stock in  proportion  to the total  amounts to which the
     holders of Series C Preferred  Stock are entitled  under this Section 3 and
     to which the  holders  of shares of  Parity  Stock are  entitled  under the
     Certificate of  Incorporation  or any  Certificate of Designation  for such
     class of stock, in each case upon such liquidation,  dissolution or winding
     up,  an  amount in cash  equal to the sum of (x) the  Stated  Value of each
     share of Series C Preferred Stock held by such holder, plus (y) the greater
     of (1) all accrued and unpaid  dividends  thereon or (2) the  Participation
     Amount (as defined below). If upon any

                                      -3-

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     liquidation,  dissolution or winding up of the  Corporation,  the assets of
     the Corporation  available for  distribution to its  stockholders  shall be
     insufficient  to pay the holders of shares of Series C Preferred  Stock the
     full amounts to which they respectively  shall be entitled,  the holders of
     shares of Series C Preferred Stock shall share ratably in any  distribution
     of assets with holders of Parity Stock in  proportion  to the total amounts
     to which the holders of Series C Preferred  Stock are  entitled  under this
     Section 3 and to which the holders of shares of Parity  Stock are  entitled
     under the  Certificate of  Incorporation  or Certificate of Designation for
     such series of  Preferred  Stock.  Not less than ten (10) days prior to the
     payment date stated therein,  the Corporation  shall mail written notice of
     any such  liquidation,  dissolution  or winding up to each record holder of
     Series C Preferred  Stock by registered or certified  mail (return  receipt
     requested and postage  prepaid),  setting  forth in  reasonable  detail the
     amount  of  proceeds  to be paid  with  respect  to each  share of Series C
     Preferred Stock,  each share of Parity Stock and each share of Junior Stock
     in connection with such liquidation, dissolution or winding up.

          (B) In the event of any liquidation,  dissolution or winding up of the
     Corporation, after payment shall have been made to the holders of shares of
     Series C Preferred Stock of the full amount to which they shall be entitled
     as  aforesaid,  the holders of any Junior Stock shall be  entitled,  to the
     exclusion of and without participation by the holders of shares of Series C
     Preferred  Stock,  to  share,  according  to their  respective  rights  and
     preferences,  in all  remaining  assets of the  Corporation  available  for
     distribution to its stockholders.

          (C) The term "Participation  Amount" shall mean each holder's pro rata
     share (based upon the proportion that such holder's number shares of Series
     C Preferred Stock bears to the total number of shares of Series C Preferred
     Stock then  outstanding) of an amount (only if a positive  number) equal to
     (A)(1)  the  Future  Market  Value  of the  Common  Stock as of the date of
     liquidation, dissolution or winding-up or optional redemption as applicable
     minus (2) the Current Market Value of the Common Stock minus (3) the amount
     of capital raised by the  Corporation  after the Original  Issuance Date in
     respect of any  issuance  for cash of shares of Common  Stock  (other  than
     Excluded  Issuances) at a price per share greater than the average  closing
     price  of a share of  Common  Stock of  Buyer  for the  five  trading  days
     immediately before Closing (the "Closing Common Stock Price"), plus (4) the
     amount of capital  raised by the  Corporation  after the Original  Issuance
     Date in respect of any  issuances for cash of shares of Common Stock (other
     than Excluded  Issuances) at a price per share less than the Closing Common
     Stock Price  multiplied  by (B) 0.10.  As used  herein,  the term  "Current
     Market Value of the Common Stock" shall mean an amount equal to the Closing
     Common Stock Price multiplied by the number of outstanding shares of Common
     Stock  immediately  before  Closing.  As used  herein,  the term  "Excluded
     Issuances" shall mean the issuances of Common Stock (i) upon the conversion
     of Series A Preferred Stock,  (ii) the exercise of the Warrants,  (iii) the
     exercise of options  granted  under a stock option plan of the  Corporation
     approved by the Board of Directors, or (iv) upon a merger, consolidation or
     reorganization  of the  Corporation  with or into  another  corporation  or
     entity.  "Future  Market  Value of the Common  Stock"  shall mean an amount
     equal to the then Current Market Price (as defined in Section 7) multiplied
     by the number of shares of Common Stock then outstanding immediately before
     the  date  of  such  liquidation,   dissolution,   winding-up  or  optional
     redemption,   as   applicable;   provided   that  in  the  event  that  the
     Participation  Amount  is  determined  in  accordance  with a  liquidation,
     dissolution or winding up or the exercise of the Call Option which is being
     made at or near the same  time as a  third-party  transaction  for  which a
     price for the Common  Stock is ascribed or  ascertainable,

                                      -4-

<PAGE>


     "Future Market Value of the Common Stock" shall be determined  with respect
     to the price per share for the Common Stock in respect of such  third-party
     transaction.

     Section 4. Call Option.

          (A) At any time on or after April 18, 2004, (the "Call Option Election
     Date"),   subject  to  an  Call  Option  Notice  (as  defined  below),  the
     Corporation  may  repurchase  all,  but not  less  than  all,  of the  then
     outstanding  shares of Series C  Preferred  Stock from the  holders of such
     shares.  The purchase price of such shares of the Series C Preferred  Stock
     shall be at a per  share  price  equal to the sum of (x) the  Stated  Value
     thereof  plus (y) the greater of (1) all accrued and unpaid  dividends  per
     share of then  outstanding  Series C Preferred  Stock,  such  dividends  to
     accrue and be computed  through the Call Option Date (as defined  below) or
     such  later  date as the  shares  of  Series C  Preferred  Stock  have been
     repurchased and (2) the Participation  Amount (the "Call Option Price"). At
     any time  following the Call Option  Election  Date,  the  Corporation  may
     deliver to the holders of the Series C Preferred  Stock then  outstanding a
     notice that the Corporation  has  irrevocably  elected to repurchase all of
     such  holder's  shares of Series C Preferred  Stock then  outstanding  (the
     "Call Option Notice"). Such notice shall specify the date on which the then
     outstanding  shares of Series C Preferred  Stock shall be repurchased  (the
     "Call  Option  Date"),  which  date  shall not be fewer  than five (5) days
     thereafter or longer than ninety (90) days thereafter.

          (B) The Call  Option  Price for  shares of  Series C  Preferred  Stock
     repurchased  pursuant  to  Section  4(A) on the Call  Option  Date shall be
     payable as follows:  on the Call Option Date, the Corporation  shall pay to
     each holder of shares of Series C Preferred  Stock  being  repurchased  the
     Call  Option  Price  being paid to such  holder for such Series C Preferred
     Stock in cash.  Simultaneously with its receipt of such cash payment,  each
     holder of Series C Preferred  Stock shall deliver to the Corporation or its
     agent the certificates  representing the shares of Series C Preferred Stock
     being repurchased;  provided,  that, upon the payment by the Corporation of
     the  applicable  Call Option Price,  all rights in respect of the shares of
     Series C Preferred Stock to be repurchased  shall cease and terminate,  and
     such shares shall no longer be deemed to be outstanding, whether or not the
     certificates   representing   such  shares   have  been   received  by  the
     Corporation.

          (C) Once repurchased pursuant to the provisions of this Section 4, all
     shares of Series C Preferred  Stock  shall be  canceled  and not subject to
     reissuance  and such  repurchased  shares shall,  without any action on the
     part  of  the  Corporation  or the  stockholders  of  the  Corporation,  be
     eliminated from the authorized capital of the Corporation.

          (D) No shares of Series C  Preferred  Stock  shall be  entitled to the
     benefit of a sinking  fund or  purchase  fund in respect of the Call Option
     provisions in this Section 4.

     Section 5. Put Option.

          (A) At any time on or after the Put Option Date (as defined in Section
     9), upon  receipt by the  Corporation  of a written  request by a holder of
     shares  of  Series  C  Preferred  Stock  then  outstanding  (a "Put  Option
     Notice"), the Corporation shall repurchase the

                                      -5-

<PAGE>


     number of shares of Series C Preferred  Stock  specified  in the Put Option
     Notice.  The Corporation shall repurchase such shares of Series C Preferred
     Stock from any source of funds  legally  available  therefor,  by paying in
     cash a per share  redemption price equal to the sum of (i) the Stated Value
     of each share of Series C Preferred  Stock then  outstanding  plus (ii) all
     accrued and unpaid dividends per share on each outstanding  share of Series
     C Preferred  Stock,  such dividends to accrue in accordance  with Section 2
     hereof and be computed  through the date of the Put Option Payment Date (as
     defined  below) or such later date when the  Series C  Preferred  Stock has
     been  repurchased  (the "Put Option  Price").  A "Put Option  Payment Date"
     shall be the date which is sixty (60) days  following  the receipt of a Put
     Option Notice by the Corporation or, if the 60th day is not a business day,
     on the next business day.

          (B) If the funds of the Corporation  legally  available for repurchase
     of shares of Series C Preferred  Stock on any Put Option  Payment  Date are
     insufficient to repurchase the total number of shares of Series C Preferred
     Stock to be  repurchase  on any such date,  those  funds  that are  legally
     available  will be used to repurchase the maximum  possible  number of such
     shares ratably among the stockholders holding such shares to be repurchased
     based upon the  number of such  shares  each such  holder  requested  to be
     repurchased.  The then  outstanding  shares of Series C Preferred Stock not
     repurchased  shall  remain  outstanding  and entitled to all the rights and
     preferences  provided herein.  At any time thereafter when additional funds
     of the  Corporation  are legally  available for the repurchase of shares of
     Series C Preferred Stock, such funds will immediately be used to repurchase
     the balance of the shares that the Corporation was obligated to redeem on a
     Put Option Payment Date but that have not been repurchased.

          (C) Except as provided  herein,  on or after the applicable Put Option
     Payment Date (unless the Corporation fails to pay the full Put Option Price
     on the  applicable  Put Option Payment  Date),  such  stockholders  holding
     shares of Series C  Preferred  Stock to be  repurchased  at such time shall
     surrender to the Corporation  the certificate or certificates  representing
     such shares and  thereupon  the Put Option  Price of such  shares  shall be
     payable to the order of the person whose name  appears on such  certificate
     or certificates as the owner thereof and each surrendered certificate shall
     be canceled.  In the event fewer than all of the shares  represented by any
     such  certificate  are  repurchased,  a new  certificate  shall  be  issued
     representing the shares not repurchased.

          (D) From and after the  applicable  Put  Option  Payment  Date or such
     later  date as the Put Option  Price is paid with  respect to such share of
     Series C Preferred  Stock,  all rights of the holders of shares of Series C
     Preferred Stock designated for repurchase  (except the right to receive the
     Put Option Price without  interest upon  surrender of their  certificate or
     certificates)  shall cease with  respect to such  shares at such time,  and
     such  shares  shall  not  thereafter  be  transferred  on the  books of the
     Corporation or be deemed to be outstanding for any purpose whatsoever.

          (E) If the Corporation defaults on its obligation to repurchase any or
     all of the shares of Series C Preferred Stock pursuant to this Section 5 (a
     "Put  Option  Default"),  then the  holders of shares of Series C Preferred
     Stock then  outstanding  shall,  for any  period  from the date of such Put
     Option  Default  until the date such Put Option  Default  has been cured by
     payment  of the Put Option  Price (the "Put  Option  Default  Period"),  be
     entitled to designate one

                                      -6-

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     representative for all such holders of Series C Preferred Stock to serve on
     the Board of  Directors  of the  Corporation  held  during  the Put  Option
     Default Period (the "Series C Board Representative"). The Corporation shall
     take all  necessary  action  that the Series C Board  Representative  shall
     serve as a director  during each Put Option  Default  Period in  accordance
     with the  provisions of the  Certificate  of  Incorporation  and Bylaws and
     applicable law. At the end of any Put Option Default  Period,  the Series C
     Board  Representative  shall,  without  any  action  on  the  part  of  the
     Corporation,  be removed from the Board of Directors and thereupon  have no
     further authority as a director of the Corporation. The holders of Series C
     Preferred Stock then outstanding may elect, in lieu of designating a Series
     C Board Representative,  to continue to designate a Board Observer pursuant
     to Section 9.10 of the Merger Agreement.

          (F) No shares of Series C  Preferred  Stock  shall be  entitled to the
     benefit  of a sinking  fund or  purchase  fund in respect of the Put Option
     provisions in this Section 5.

          (G) During a Put Option Default Period,  without the affirmative  vote
     of a majority  of the  holders of shares of Series C  Preferred  Stock then
     outstanding, the Corporation shall not:

               (1)  authorize,  issue or enter into any agreement  providing for
          the  issuance  (contingent  or  otherwise)  of,  (a) any notes or debt
          securities containing equity features (including,  without limitation,
          any notes or debt  securities  convertible  into or  exchangeable  for
          capital stock or other equity securities, any notes or debt securities
          issued in  connection  with the  issuance  of  capital  stock or other
          equity securities or containing profit  participation  features),  (b)
          any  capital  stock  or other  equity  securities  (or any  securities
          convertible into or exchangeable for any capital stock or other equity
          securities)  which  are  senior  to or on a parity  with the  Series C
          Preferred Stock with respect to the payment of dividends,  redemptions
          or  distributions  upon liquidation or otherwise or (c) any additional
          shares of Series C Preferred Stock;

               (2) sell or transfer or permit any Subsidiary to sell or transfer
          more than 50% of the assets of the Corporation and its Subsidiaries on
          a consolidated basis (computed on the basis of the greater of (a) book
          value in accordance  with  generally  accepted  accounting  principles
          consistently  applied  or (b)  fair  market  value  determined  in the
          reasonable  good  faith  judgment  of  the   Corporation's   Board  of
          Directors) in one or more  transactions  (including  any sale or other
          disposition of capital stock of any of the Corporation's  Subsidiaries
          (whether by merger,  consolidation or otherwise),  but excluding sales
          of inventory in the ordinary course of business), unless in connection
          with such  transaction(s)  all  holders  of Series C  Preferred  Stock
          receive an amount equal to the Stated  Value  thereof plus all accrued
          and unpaid dividends thereon;

               (3) merge or consolidate  with any person or entity (other than a
          merger or consolidation between or among wholly-owned  Subsidiaries or
          a merger which is effected solely to change the state of incorporation
          of the  Corporation),  unless in connection with such  transaction all
          holders of Series C  Preferred  Stock  receive an amount  equal to the
          Stated Value thereof plus all accrued and unpaid dividends thereon;

                                      -7-

<PAGE>


               (4)  liquidate,   dissolve  or  effect  a   recapitalization   or
          reorganization  in  any  form  of  transaction   (including,   without
          limitation,  any  reorganization  into a limited liability  company, a
          partnership  or any other  non-corporate  entity which is treated as a
          partnership  for federal income tax purposes,  but excluding any stock
          split,  stock dividend,  stock  combination or like event),  unless in
          connection  with such  transaction  all  holders of Series C Preferred
          Stock  receive an amount  equal to the Stated  Value  thereof plus all
          accrued and unpaid dividends thereon;

               (5)  become  or  remain   subject   to,  or  permit  any  of  its
          Subsidiaries  to become  or remain  subject  to,  (including,  without
          limitation,  by way of amendment to or modification  of) any agreement
          or  instrument  which by its terms  would  (under  any  circumstances)
          restrict  the  Company's  right  to  perform  the  provisions  of this
          Certificate of Designation (including, without limitation,  provisions
          relating  to the  declaration  and  payment of  dividends  on, and the
          making of redemptions of, the Series C Preferred Stock); or

               (6) redeem,  purchase or otherwise acquire directly or indirectly
          (including   through  a  Subsidiary)  any  Junior  Stock  (other  than
          repurchases  of not more than 5% of the Common  Stock from  present or
          former employees or consultants of the Corporation or its Subsidiaries
          upon  termination  of employment  or  consultancy  in accordance  with
          arrangements  approved by the  Corporation's  Board of Directors),  or
          directly or indirectly (including through a Subsidiary) pay or declare
          any  dividend or make any  distribution  upon any Junior  Stock (other
          than  dividends  payable  in shares of Common  Stock  issued  upon the
          outstanding shares of Common Stock).

     Section 6. Voting.

          (A) Except as expressly  required by applicable  law or as provided in
     Section 6(B),  the holders of Series C Preferred  Stock shall vote together
     with the holders of Common  Stock as a single  class on any matter on which
     the  holders of Common  Stock are  entitled  to vote,  with the  holders of
     Series  C  Preferred  Stock  entitled  to one vote  per  share of  Series C
     Preferred Stock held.

          (B) The  holders of  outstanding  shares of Series C  Preferred  Stock
     shall vote as a separate  voting  group on, and the  affirmative  vote of a
     majority of the  outstanding  shares of Series C  Preferred  Stock shall be
     required to authorize, any action which would:

               (1) in any manner alter or change the  designation or the powers,
          preferences  or  rights,   or  the   qualifications,   limitations  or
          restrictions of the Series C Preferred Stock;

               (2) reclassify shares of Junior Stock into shares of any class or
          series of capital  stock  ranking,  either as to payment of dividends,
          distribution of assets (upon liquidation,  dissolution,  winding up or
          otherwise)  or  repurchase  prior to or on a parity  with the Series C
          Preferred Stock; or

               (3)  increase  the  authorized  number  of  shares  of  Series  C
          Preferred Stock.

                                      -8-

<PAGE>


          (C) If at any time any action is  proposed  by the  Corporation  which
     requires the affirmative  vote of the holders of the outstanding  shares of
     Series C Preferred  Stock  pursuant to Section 6(B),  the President (or any
     other  officer)  of the  Corporation  shall  call a special  meeting of the
     holders  of  Series C  Preferred  Stock for the  purpose  of voting on such
     proposed  action.  Such meeting  shall be held at the earliest  practicable
     date at such place as specified in or  determined  in  accordance  with the
     By-laws of the Corporation. Subject to the provisions of Section 228 of the
     Delaware  General  Corporation  Law, any action required or permitted to be
     taken at any special meeting of the holders of Series C Preferred Stock may
     be taken  without a meeting,  without prior notice and without a vote, if a
     consent in writing,  setting forth the action so taken,  shall be signed by
     the holders of  outstanding  shares of Series C Preferred  Stock having not
     less than the minimum  number of votes that would be necessary to authorize
     or take such  action at a meeting  at which  all  shares  entitled  to vote
     thereon were present and voted.  Prompt notice of the taking of such action
     without a meeting by less than unanimous  written consent shall be given to
     those holders of  outstanding  shares of Series C Preferred  Stock who have
     not consented in writing.

     Section 7. Conversion into Common Shares.

          (A) (1) The holder of any shares of Series C Preferred Stock shall not
     have the right to convert any of such holder's shares of Series C Preferred
     Stock  into  shares of Common  Stock  unless and until the  occurrence  and
     continuance  of  a  Put  Option  Default  after  the  Put  Option  Date  (a
     "Conversion  Right Event").  Upon a Conversion  Right Event,  the holder of
     shares of Series C Preferred  Stock may, at such  holder's  option,  at any
     time or from  time to time,  give the  Corporation  notice  (a  "Conversion
     Notice")  that such holder is  exercising  his or its right (a  "Conversion
     Right") to convert any or all of such holder's shares of Series C Preferred
     Stock and accrued and unpaid dividends  thereon (subject to the 19.9% Limit
     defined below) into fully paid and nonassessable  shares of Common Stock of
     the  Corporation.  The conversion of the Series C Preferred Stock set forth
     in the  Conversion  Notice  shall be  effective  sixty  (60)  days from the
     delivery of said notice or, if an Call Option  Notice is delivered  after a
     Conversion Right Event,  such earlier date that is immediately prior to the
     contemplated  Call  Option  Date  (the  "Notice  Period").  Subject  to the
     provisions of Section 7(A)(2) below,  upon the date  immediately  following
     the last day of the Notice Period (a "Conversion Date"), shares of Series C
     Preferred Stock as to which a Conversion Notice shall have been given which
     have not been redeemed during such period shall,  automatically and without
     further  action,  convert into such number of fully paid and  nonassessable
     shares of Common  Stock equal to quotient  determined  by dividing  (x) the
     Stated Value plus accrued and unpaid  dividends  thereon by (y) the product
     of the Applicable  Percentage multiplied by a conversion price equal to the
     Current  Market  Price  (as  defined  below)  of a share  of  Common  Stock
     determined as of the  Conversion  Date. In no event shall (x) the aggregate
     number  of  shares  of  Common  Stock  issued  upon the  conversion  of all
     outstanding  shares of the Series C Preferred Stock then  outstanding  plus
     (y)  350,000  shares  of  Common  Stock  exceed  19.9%  of  the  number  of
     outstanding shares of Common Stock immediately before the Original Issuance
     Date (the "19.9% Limit"). Any Conversion Notice shall be sent by the holder
     of the  Series  C  Preferred  Stock  to the  Corporation  by  first  class,
     certified mail, postage prepaid or by reputable overnight courier.

               (2)  Notwithstanding  the giving of a Conversion  Notice,  at any
          time prior to the applicable  Conversion  Date, the Corporation  shall
          have the right to redeem all

                                      -9-

<PAGE>


          or any portion of the shares of Series C Preferred Stock in respect of
          which such Conversion  Notice was given pursuant to the  Corporation's
          optional  redemption  rights  contained in Section 4 by following  the
          procedures and making the payments provided for in such Section 4.

          (B) The  "Current  Market  Price"  at any date of one  share of Common
     Stock shall be deemed to be the average of the daily closing prices for the
     30  consecutive  business days ending 15 days before such date (as adjusted
     for any stock dividend, split-up, combination or reclassification that took
     effect  during such 30 business  day  period) of the  Corporation's  Common
     Stock.  The  closing  price for each day shall be the last  reported  sales
     price  regular  way or, if sales  prices  are not  reported  for the Common
     Stock,  then the average of the last reported bid and asked prices  regular
     way, in either case on the principal  national  securities  exchange or the
     Nasdaq  Stock  Market on which the Common  Stock are listed or  admitted to
     trading, or if, on any day in question, the security shall not be quoted on
     any such principal national securities exchange or the Nasdaq Stock Market,
     then such price shall be equal to the average of the last  reported bid and
     asked  prices on such day as reported by the Nasdaq  Bulletin  Board or any
     similar reputable quotation and reporting service, if such quotation is not
     reported  by the Nasdaq  Bulletin  Board;  provided,  however,  that if the
     Common Stock are not traded in such manner that the quotations  referred to
     in this  Section  7(B) are  available  for the period  required  hereunder,
     Current  Market  Price  shall  be  reasonably  determined  by the  Board of
     Directors of the Corporation.

          (C) Following  exercise of the conversion  rights  pursuant to Section
     7(A),  the holder of any shares of Series C  Preferred  Stock so  converted
     shall promptly deliver to the Corporation during regular business hours, at
     the  office  of any  transfer  agent of the  Corporation  for the  Series C
     Preferred  Stock,  or at  such  other  place  as may be  designated  by the
     Corporation,   the  certificate  or  certificates  for  the  shares  to  be
     converted,  duly  endorsed or assigned in blank or to the  Corporation  (if
     required by it),  accompanied  by written  notice stating the name or names
     (with address) in which the certificate or  certificates  for the shares of
     Common Stock are to be issued. As promptly as practicable  thereafter,  the
     Corporation shall issue and deliver to holder or, upon the written order of
     such holder,  to the place  designated  by such holder,  a  certificate  or
     certificates  for the number of full Common  Shares to which such holder is
     entitled,  and a check or cash in respect of any  fractional  interest in a
     Common Share as provided in Section 7(D) hereof.  Each person in whose name
     the certificate or certificates for Common Shares are to be issued shall be
     deemed to have become a shareholder of record on the applicable  Conversion
     Date unless the transfer books of the  Corporation are closed on that date,
     in which  event he or it shall be deemed to have  become a  shareholder  of
     record on the next  succeeding  date on which the transfer  books are open,
     but the number of Common Shares into which each share of Series C Preferred
     Stock  shall  be  converted  is that  number  which  was in  effect  on the
     applicable Conversion Date. Upon conversion of only a portion of the number
     of  shares  covered  by a  certificate  representing  shares  of  Series  C
     Preferred Stock  surrendered  for conversion,  or upon the written order of
     the  holder  of  the  certificate  so  surrendered   for  conversion,   the
     Corporation shall issue and deliver,  at the expense of the Corporation,  a
     new certificate  covering the number of shares of Series C Preferred Stock,
     representing  the  unconverted  portion of the  certificate so surrendered,
     which new certificate  shall entitle the holder thereof to dividends on the
     shares of Series C Preferred Stock,  represented thereby to the same extent
     as if the certificate  theretofore covering such unconverted shares had not
     been surrendered for conversion.

                                      -10-

<PAGE>


          (D) No fractional shares of Common Stock or scrip shall be issued upon
     conversion of shares of Series C Preferred Stock. If more than one share of
     Series C Preferred  Stock shall be  surrendered  for  conversion at any one
     time by the same holder, the number of full shares of Common Stock issuable
     upon  conversion  thereof  shall be computed on the basis of the  aggregate
     number of shares of Series C Preferred Stock so surrendered. Instead of any
     fractional  shares of Common Stock which would  otherwise be issuable  upon
     conversion of any shares of Series C Preferred Stock, the Corporation shall
     pay a cash adjustment in respect of such  fractional  interest in an amount
     equal to the Current Market Price of a share of Common Stock  determined as
     of the applicable  Conversion Date multiplied by such fractional  interest.
     Fractional interests shall not be entitled to dividends, and the holders of
     fractional interests shall not be entit1ed to any rights as shareholders of
     the Corporation in respect of such fractional interests.

               (1) The Corporation shall reserve and at all times from and after
          the Original Issuance Date keep reserved free from preemptive  rights,
          out of its authorized but unissued shares of Common Stock,  solely for
          the  purpose of  effecting  the  conversion  of the shares of Series C
          Preferred Stock sufficient shares to provide for the conversion of all
          outstanding shares of Series C Preferred Stock.

               (2) All shares of Common Stock which may be issued in  connection
          with the conversion provisions set forth herein will, upon issuance by
          the Corporation,  be validly issued, fully paid and nonassessable with
          no personal liability attaching to the ownership thereof and free from
          all taxes, liens or charges with respect thereto.

               (3) Once converted pursuant to the provisions  hereof,  shares of
          Series C  Preferred  Stock so  converted  shall  be  canceled  and not
          subject to reissuance,  and such converted  shares shall,  without any
          action  on the  part of the  Corporation  or the  shareholders  of the
          Corporation,   be  eliminated  from  the  authorized  capital  of  the
          Corporation.

               (4) In the event that any  conversion is to be made in connection
          with a Change of Ownership or  Fundamental  Change,  the conversion of
          shares of Series C Preferred  Stock may, at the election of the holder
          thereof, be conditioned upon the consummation of such transaction,  in
          which case such  conversion  shall not be deemed to be effective until
          such transaction has been consummated.

               (5) For so long as the  Corporation  is required to file  reports
          under  Section  13  of  the  Exchange  Act  (as  defined  below),  the
          Corporation  shall file all  reports  required to be filed by it under
          the Securities Act of 1933 (as amended,  the "Securities Act") and the
          Securities  Exchange Act of 1934 (as amended,  the "Exchange Act") and
          the  rules  and  regulations   adopted  by  the  Securities   Exchange
          Commission  ("SEC")  thereunder  and shall take such further action as
          any holder or holders of Common Stock issuable upon  conversion of the
          Series C Preferred  Stock may request,  all to the extent  required to
          enable such holder to sell such Common Stock (and all shares issued in
          respect of such Common Stock)  pursuant to (i) Rule 144 adopted by the
          SEC under the Securities Act (as such rule may be amended from time to
          time) or any similar rule or regulation  hereafter  adopted by the SEC
          or (ii) a  registration  statement  on Form S-2 or S-3 or any  similar
          registration  form  hereafter  adopted  by the SEC.  Upon  request  in
          connection  with a transfer or  registration,  the  Corporation  shall
          deliver to any holder of Series C

                                      -11-

<PAGE>


          Preferred Stock a written statement as to whether it has complied with
          such  requirements.  Promptly  after the Original  Issuance  Date, the
          Corporation will file with the domestic  securities  exchange on which
          the Corporation's  Common Stock is traded (the "Applicable  Exchange")
          the appropriate notification form for the listing of additional shares
          in a form  reasonably  acceptable  to the holder of Series C Preferred
          Stock pursuant to the rules and regulations of the Applicable Exchange
          in respect of the Common Stock issuable upon  conversion of the Series
          C  Preferred  Stock and the  Corporation  shall at all times cause the
          Common Stock issuable upon  conversion of the Series C Preferred Stock
          to be listed on the Applicable Exchange.

               (6) The Corporation shall use commercially  reasonable efforts to
          obtain all such authorizations, exemptions or consents from any public
          regulatory  body having  jurisdiction  over it as may be  necessary to
          enable the Corporation to perform its obligations  with respect to the
          conversion  and  shall  make  and  pay for  any  governmental  filings
          required  to be  made  by the  holder  hereof  or the  Corporation  in
          connection with the exercise of this Warrant.

     Section 8. No Fractional  Shares.  The Series C Preferred  Stock may not be
issued in fractions of a share.

     Section 9. Certain Definitions. As used herein with respect to the Series C
Preferred Stock, the following terms shall have the following meanings:

          (A) The  term  "Applicable  Percentage"  means  (i)  until  the  first
     anniversary  of the date of the Put  Option  Default,  100%,  (ii) from the
     first  anniversary  of the date of a Put  Option  Default  until the second
     anniversary of a Put Option Default, 98%, (iii) from the second anniversary
     of the date of a Put Option  Default until the third  anniversary  of a Put
     Option Default,  96%, (iv) from the third  anniversary of the date of a Put
     Option Default until the fourth  anniversary of a Put Option Default,  94%,
     (v) from the fourth  anniversary  of the date of a Put Option Default until
     the fifth anniversary of a Put Option Default, 92%, and (vi) from and after
     the fifth anniversary of the date of a Put Option Default, 90%.

          (B) The term  "Change  in  Ownership"  means  any  sale,  transfer  or
     issuance or series of sales,  transfers  and/or  issuances of shares of the
     Corporation's capital stock by the Corporation or any holders thereof which
     results in any person or entity or group of  persons  or  entities  (as the
     term  "group"  is used  under  the  Securities  Exchange  Act of  1934,  as
     amended),  owning  capital stock of the  Corporation  possessing the voting
     power (under ordinary circumstances and without regard to cumulative voting
     rights) to elect a majority of the Corporation's Board of Directors.

          (C) The term "Common  Shares" shall mean shares of Common Stock of the
     Corporation.

          (D) The term "Common Stock" means the class of common stock designated
     as the Common Stock,  par value $.01 per share,  of the  Corporation at the
     date hereof or any other class of stock resulting from  successive  changes
     or reclassification of the common stock.

          (E) The term  "Fundamental  Change"  means (a) any sale or transfer of
     more than 50% of the assets of the  Corporation  and its  Subsidiaries on a
     consolidated  basis

                                      -12-

<PAGE>


     (computed on the basis of the greater of (i) book value in accordance  with
     generally accepted accounting principles  consistently applied or (ii) fair
     market  value  determined  in the  reasonable  good faith  judgment  of the
     Corporation's  Board of Directors) in any  transaction or series of related
     transactions  (other  than sales of  inventory  in the  ordinary  course of
     business),  (b) any merger or  consolidation  to which the Corporation is a
     party, except for (i) a merger which is effected solely to change the state
     of  incorporation  of  the  Corporation  or  (ii) a  merger  in  which  the
     Corporation is the surviving  corporation,  terms of the Series C Preferred
     Stock are not  changed or altered in any  respect,  the Series C  Preferred
     Stock is not exchanged for cash,  securities or other  property,  and after
     giving effect to such merger, the holders of Common Stock as of immediately
     prior  to  such  transaction   shall  continue  to  own  the  Corporation's
     outstanding  capital  stock  possessing  the voting power  (under  ordinary
     circumstances  and without  regard to cumulative  voting rights) to elect a
     majority of the  Corporation's  Board of Directors,  (c) any  redemption or
     repurchase of capital stock  representing a majority of the voting power of
     the outstanding shares of capital stock of the Corporation or (d) any other
     event after which the  Corporation  is no longer  required to file  reports
     under Section 13 of the Exchange Act.

          (F) The term "Junior Stock" (i) as used in Section 2, means the Series
     B  Preferred  Stock,  the  Common  Stock and any  other  class or series of
     capital stock of the Corporation  hereafter authorized or issued over which
     the Series C Preferred  Stock has  preference or priority as to the payment
     of  dividends,  (ii) as used in Section  3,  means the  Series B  Preferred
     Stock,  the Common Stock and any other class or series of capital  stock of
     the  Corporation  over which the Series C Preferred Stock has preference or
     priority in the distribution of assets on any  liquidation,  dissolution or
     winding up of the  Corporation  and (iii) for  purposes of Sections 5 and 6
     means the Series B Preferred Stock, the Common Stock and any other class or
     series of  capital  stock  over  which  the  Series C  Preferred  Stock has
     preference or priority as to payment of dividends or distribution of assets
     (upon liquidation, dissolution, winding up or otherwise).

          (G) The term "Merger  Agreement"  shall mean the Agreement and Plan of
     Merger,  dated  October 15, 2001 by and among the  Corporation,  eSpecially
     Brands, LLC, iMaternity Acquisition Corp. and the sellers listed therein.

          (H) The term "Put Option  Date" shall mean the earliest of (i) October
     18,  2006  (subject  to  Section  9.12 of the Merger  Agreement),  (ii) the
     consummation  of a  Fundamental  Change,  and (iii) the  consummation  of a
     Change in Control.

          (I) The term  "Original  Issuance Date" shall mean with respect to the
     Series C  Preferred  Stock,  the  Closing  Date (as  defined  in the Merger
     Agreement).

          (J) The term "Parity Stock" (i) as used in Section 2, means the Series
     A Preferred Stock and any other class or series of stock of the Corporation
     hereafter  authorized  or  issued  ranking  pari  passu  with the  Series C
     Preferred  Stock as to  dividends  or (ii) as used in  Section 3, means any
     class or series of  capital  stock  ranking  pari  passu  with the Series C
     Preferred  Stock  in  the   distribution  of  assets  on  any  liquidation,
     dissolution or winding up of the Corporation.

                                      -13-

<PAGE>


          (K) The term  "Series A  Preferred  Stock"  shall  mean the  series of
     Preferred  Stock  designated  as Series A  Preferred  Stock  pursuant  to a
     Certificate  of  Designation  filed  with  the  Secretary  of the  State of
     Delaware on August 1, 1995.

          (L) The term  "Series B  Preferred  Stock"  shall  mean the  series of
     Preferred Stock designated as Series B Junior Participating Preferred Stock
     pursuant to a Certificate  of  Designation  filed with the Secretary of the
     State of Delaware on May 14, 1998.

     Section   10.   Notices.   All   notices,   requests,   demands  and  other
communications  hereunder  shall be in writing  and shall be deemed to have been
duly given if  personally  delivered  or, if mailed,  when  mailed by  overnight
courier by a reputable  service or by United  States  first-class,  certified or
registered  mail,  postage prepaid to the other party at, if to the Corporation,
to its corporate headquarters (attention:  Chief Financial Officer) and, if to a
holder of Series C Preferred Stock, to the address of such holder in the records
of the Corporation. The Corporation shall give each holder of Series C Preferred
Stock at least ten days prior written notice prior to the consummation of Change
in Control or Fundamental Change.


                            [SIGNATURE PAGE FOLLOWS]

                                      -14-

<PAGE>


     IN WITNESS  WHEREOF,  MOTHERS WORK, INC. has caused this  Certificate to be
signed by its President and attested to by its  Assistant  Secretary,  this 17th
day of October, 2001.


                                                  MOTHERS WORK, INC.


                                                  By: /s/ Rebecca C. Matthias
                                                      --------------------------
                                                          Rebecca C. Matthias
                                                          President

ATTEST:


By: /s/ Craig A. Swartz
    -------------------------------------
        Craig A. Swartz
        Assistant Secretary