Exhibit 4.10


                                                      Common Stock Warrant No.__

     This Warrant has not been  registered  under the Securities Act of 1933, as
amended (the "Act"),  or any applicable  state  securities  laws, and may not be
sold or  transferred  unless  such sale or transfer  is in  accordance  with the
registration  requirements  of such  Act  and  applicable  laws  or  some  other
exemption from the registration  requirements of such Act and applicable laws is
available with respect thereto.

     This Warrant is non-detachable  from the shares of Series C Preferred Stock
held by the  holder of this  Warrant  and may not be  assigned,  transferred  or
conveyed  separately  from such  shares of Series C Preferred  Stock  subject to
Section 20 hereof.

     This  Warrant is subject to the  forfeiture  provisions  and certain  other
restrictions  contained in Article 9 of the Merger  Agreement.  By acceptance of
this Warrant, Holder hereby agrees to be bound by such forfeiture provisions and
restrictions.


                               MOTHERS WORK, INC.

                               WARRANT TO PURCHASE
                                  COMMON STOCK

     1.  Issuance.  This  Warrant is issued by Mothers  Work,  Inc.,  a Delaware
corporation (the "Company"),  to ________________(the "Holder"),  a Seller under
the  Agreement  and Plan of Merger (the "Merger  Agreement"),  dated October 15,
2001,  by and  among the  Company,  iMaternity  Acquisition  Corp.,  a  Delaware
corporation  and a  wholly-owned  subsidiary  of  the  Company  ("Merger  Sub"),
eSpecialty Brands, LLC, a Delaware limited liability company  ("eSpecialty") and
the Sellers listed on Schedule I to the Merger  Agreement  (each, a "Seller" and
collectively,  the "Sellers"),  on this 17th day of October,  2001 (the "Warrant
Issuance  Date").  This  Warrant is issued as part of the  merger  consideration
received  by such  Seller in  connection  with the merger of Merger Sub with and
into eSpecialty pursuant to the Merger Agreement.

     2. Purchase  Price;  Number of Shares.  Subject to the terms and conditions
hereinafter set forth,  the registered  holder of this Warrant (the "Holder") is
entitled,  upon  surrender  of this  Warrant  with the duly  executed  Notice of
Exercise  attached hereto as Exhibit A ("Notice of Exercise"),  at the office of
the Company,  to purchase _____________________________________________ (______)
shares of common  stock of the  Company,  par value $.01 per share (the  "Common
Stock"),  at the per share  exercise price of Twenty Two Dollars and Fifty Cents
($22.50) (the "Purchase  Price") (each such share shall sometimes be hereinafter
referred to as a "Warrant Share"). If an exercise of any portion of this Warrant
is to be made in connection with a registered public offering or the sale of the
Company, the exercise of any portion of this Warrant may, at the election of the
holder hereof,  be conditioned  upon the  consummation of the public offering or
sale of the  Company  in which  case  such  exercise  shall  not be deemed to be



<PAGE>


effective until the consummation of such transaction.  Notwithstanding  anything
to the contrary  herein,  this Warrant shall not be exercisable from the date of
the Qualifying  Notice of Offer to Purchase (as defined in the Merger Agreement)
until the date the Holder accepts such Qualifying Offer to Purchase by tendering
such Holder's shares of Series C Preferred Stock in accordance with the terms of
the Qualifying Offer to Purchase.

     3. Payment of Purchase Price. The Purchase Price may be paid (i) in cash or
by bank or cashier's  check,  (ii) by the surrender by the Holder to the Company
of shares of Series C Cumulative  Preferred  Stock, par value $.01 per share, of
the Company (the "Series C Preferred  Stock"),  with each such share of Series C
Preferred Stock so surrendered  being credited  against the Purchase Price in an
amount  equal to the  Stated  Value  (as  defined  in the  Series  C  Cumulative
Preferred  Stock  Certificate  of  Designation  of the  Company,  filed with the
Secretary of the State of Delaware on October 17, 2001) thereof plus any accrued
and  unpaid  dividends  thereon  to  the  date  of  surrender  or  (iii)  by any
combination of the foregoing.

     4. Mandatory Exercise.  During the period from the third anniversary of the
Warrant  Issuance  Date  until  the  Expiration  Date (the  "Mandatory  Exercise
Period"),  the Holder shall  exercise this Warrant  promptly  following  written
notice from the Company to the Holder (the "Mandatory Exercise Notice") that the
Company has elected its Mandatory  Exercise  Right (as  hereinafter  defined) in
respect  of this  Warrant.  "Mandatory  Exercise  Right"  means the right of the
Company  (exercisable in its sole  discretion) to require the Holder to exercise
this Warrant during the Mandatory  Exercise  Period if, during such period,  the
last reported sales price of the Common Stock on the Nasdaq  National Market (or
other primary exchange,  market or quotation service, if the Common Stock is not
traded on the Nasdaq National  Market) equals or exceeds Forty Dollars  ($40.00)
per share (as may be  proportionately  adjusted in accordance in accordance with
Section 11 hereof)  (the  "Minimum  Trading  Price")  for at least  ninety  (90)
consecutive  trading days.  If the Holder fails to exercise this Warrant  within
thirty (30) days after receipt of a Mandatory Exercise Notice,  then the Company
may  exercise  the  Warrant  on  behalf  of the  Holder  by means of a net issue
election as provided in Section 5 hereof.

     5. Net Issue Election.  Upon exercise of the Warrant,  the Holder may elect
to receive,  without the payment by the Holder of any additional  consideration,
shares equal to the value of this Warrant or any portion hereof by the surrender
of this Warrant or such portion to the Company, with the duly executed Notice of
Exercise,  at the office of the Company.  Thereupon,  the Company shall issue to
the Holder such number of fully paid and nonassessable shares of Common Stock as
is computed using the following formula:

                                    X=Y(A-B)
                                    --------
                                        A

     where X = the number of shares to be issued to the Holder  pursuant to this
Section 5.

     Y = the number of shares  covered  by this  Warrant in respect of which the
net issue election is made pursuant to this Section 5.

                                      -2-

<PAGE>


     A = the  fair  market  value  of one (1)  share  of  Common  Stock.  If the
Company's  securities are registered  pursuant to the Act, the fair market value
shall mean the average  high and low prices of the Common Stock on the day prior
to the  exercise  of this  Warrant,  if the  Common  Stock is being  traded on a
national exchange;  or the last reported sale price on the day prior to exercise
of this Warrant,  if the Common Stock is traded on the Nasdaq  National  Market,
and if the Common Stock is not traded on a national exchange; or the closing bid
price (or average of bid prices) last quoted on the day prior to the exercise of
this  Warrant  by  an  established   quotation   service  for   over-the-counter
securities, if the Common Stock is not reported on the Nasdaq National Market or
a national exchange.  If the election occurs in connection with the registration
of  securities,  then the fair market  value  shall be the price  offered to the
public. Otherwise, the fair market value shall be as determined in good faith by
the Board,  at the time the net issue  election is made pursuant to this Section
5.

     B = the  Purchase  Price in effect  under this  Warrant at the time the net
issue election is made pursuant to this Section 5.

     6. Partial Exercise.  This Warrant may be exercised in part, and the Holder
shall be entitled to receive a new warrant,  which shall be dated as of the date
of this Warrant,  covering the number of shares in respect of which this Warrant
shall not have been exercised, and be otherwise identical to this Warrant.

     7.  Issuance  Date.  The  person  or  persons  in whose  name or names  any
certificate  representing  shares of Common Stock is issued  hereunder  shall be
deemed to have become the holder of record of the shares represented  thereby as
at the close of business on the date this Warrant is duly exercised with respect
to such  shares,  whether  or not the  transfer  books of the  Company  shall be
closed. The issuance of certificates for shares of Common Stock upon exercise of
this Warrant shall be made without  charge to the holder for any issuance tax in
respect  thereof or other cost incurred by the Company in  connection  with such
exercise and the related issuance of shares of Common Stock.

     8.  Warrant  Shares  Proxy.  Each  Warrant  Share  shall be  subject  to an
irrevocable  proxy,  a form of which is  attached to the Merger  Agreement  (the
"Warrant Shares Proxy"). Such Warrant Share Proxy shall terminate, in respect of
any Warrant Share sold to a third party unaffiliated with the holder thereof.

     9. Expiration Date.  Unless  terminated  earlier pursuant to the forfeiture
provisions  of the Merger  Agreement,  this Warrant shall expire at the close of
business  on  October  17,  2008  (the  "Expiration  Date"),  and  shall be void
thereafter.

     10. Certain Covenants. The Company covenants that it will at all times from
and  after  the date  hereof  reserve  and keep  available  such  number  of its
authorized  shares of Common Stock, free from all preemptive  rights,  rights of
first  refusal or similar  rights  therein,  as will be sufficient to permit the
exercise of this Warrant in full. The Company further  covenants that,  assuming
the receipt by the Company of the consideration  therefor, such shares as may be
issued pursuant to the exercise of this Warrant will, upon issuance, be duly and
validly issued,  fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issuance  thereof.  Promptly  after delivery of this
Warrant,  the Company will file with the

                                      -3-

<PAGE>


domestic  securities exchange on which the Company'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 this Warrant
pursuant to the rules and  regulations of the Applicable  Exchange in respect of
the Common Stock  issuable  upon  exercise of this  Warrant.  For so long as the
Company is required to file  reports  under  Section 13 of the  Exchange Act (as
hereinafter defined), the Company 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 exercise of this Warrant 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
Company  shall  deliver to any holder of this Warrant a written  statement as to
whether it has complied with such requirements.  Promptly after delivery of this
Warrant,  the Company will file with the  Applicable  Exchange  the  appropriate
notification  form for the  listing of  additional  shares in a form  reasonably
acceptable to the holder of this Warrant  pursuant to the rules and  regulations
of the Applicable Exchange in respect of the Common Stock issuable upon exercise
of this  Warrant  and the  Company  shall at all times  cause the  Common  Stock
issuable upon exercise of this Warrant to be listed on the Applicable Exchange.

     11.  Adjustments.  If at any time  after the  Warrant  Issuance  Date,  the
Company  subdivides the Common Stock, by split-up or otherwise,  or combines the
Common Stock, or issues  additional shares of Common Stock in payment of a stock
dividend on the Common Stock,  the number of shares  issuable on the exercise of
this  Warrant  shall  forthwith  be  proportionately  increased in the case of a
subdivision or stock  dividend,  or  proportionately  decreased in the case of a
combination,  and the Purchase Price (and Minimum Trading Price) shall forthwith
be proportionately  decreased in the case of a subdivision or stock dividend, or
proportionately  increased in the case of a  combination.  Whenever the Purchase
Price (and Minimum Trading Price) is adjusted,  as herein provided,  the Company
shall promptly  deliver to the Holder a certificate of an officer of the Company
setting  forth the  Purchase  Price  (and  Minimum  Trading  Price)  after  such
adjustment  and setting  forth a brief  statement  on the facts  requiring  such
adjustment.

     12. Reorganization,  Reclassification, Merger, Consolidation or Disposition
of   Assets.    Any    recapitalization,    reorganization,    reclassification,
consolidation,  merger, sale of all or substantially all of the Company's assets
to another  Person or other  transaction  which is  effected  in such a way that
holders  of Common  Stock are  entitled  to  receive  (either  directly  or upon
subsequent liquidation) solely stock, securities or other non-cash consideration
with  respect to or in  exchange  for Common  Stock is  referred to herein as an
"Organic  Change." Prior to the consummation of any Organic Change,  the Company
shall make appropriate provision (in form and substance reasonably  satisfactory
to the holder of this  Warrant) to insure that the holder of this Warrant  shall
thereafter have the right to acquire and receive,  in lieu of or addition to (as
the case may be) the shares of Common Stock immediately  theretofore  acquirable
and receivable upon the exercise of such holder's Warrant, such shares of stock,
securities or other non-cash

                                      -4-

<PAGE>


consideration as may be issued or distributed with respect to or in exchange for
the number of shares of Common  Stock  immediately  theretofore  acquirable  and
receivable  upon exercise of such holder's  Warrant had such Organic  Change not
taken place. In any such case, the Company shall make appropriate  provision (in
form and substance  reasonably  satisfactory to the holder of this Warrant) with
respect to such holders'  rights and interests to insure that the  provisions of
this Warrant shall  thereafter be applicable to the Warrants.  The Company shall
not  effect  any  such  consolidation,  merger  or  sale,  unless  prior  to the
consummation thereof, the successor entity (if other than the Company) resulting
from  consolidation  or merger or the entity  purchasing  such assets assumes by
written instrument (in form and substance reasonably  satisfactory to the holder
of this  Warrant) the  obligation  to deliver to each such holder such shares of
stock,  securities or other non-cash  consideration  as, in accordance  with the
foregoing provisions, such holder may be entitled to acquire.

     13. No Rights as a Stockholder. The Holder shall not be entitled to vote or
receive  dividends  or be  deemed  the  holder  of  Common  Stock  or any  other
securities  of the  Company  that may at any time be  issuable  on the  exercise
hereof for any  purpose,  nor shall  anything  contained  herein be construed to
confer  upon the  Holder,  as such,  any of the rights of a  stockholder  of the
Company or any right to vote for the  election of  directors  or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action (whether upon any  recapitalization,  issuance of stock,
reclassification  of stock,  change of par  value,  or change of stock to no par
value, consolidation,  merger, conveyance, or otherwise) or to receive notice of
meetings,  or to receive dividends or subscription rights or otherwise until the
Warrant  shall have been  exercised  as  provided  herein  (and then only to the
extent so exercised), except for the notices provided in Section 13 hereof.

     14.  Fractional  Shares.  In no event shall any fractional  share of Common
Stock be issued upon any exercise of this Warrant.

     15. Notices of Record Date, Etc. In the event of:

          a. any  setting a record date by the Company in respect of the holders
     of any class of  securities  for the  purpose of  determining  the  holders
     thereof who are entitled to receive any dividend or other distribution,  or
     any right to subscribe  for,  purchase or  otherwise  acquire any shares of
     stock of any class or any other  securities or property,  or to receive any
     other right,

          b. any  reclassification of the capital stock of the Company,  capital
     reorganization  of the  Company,  consolidation  or  merger  involving  the
     Company, or sale or conveyance of all or substantially all of its assets,

          c. any adjustment to the Purchase Price, the Minimum Trading Price, or
     the  number of  shares  of Common  Stock  issuable  upon  exercise  of this
     Warrant; or

          d. any voluntary or involuntary dissolution, liquidation or winding-up
     of the Company,

then and in each such event the  Company  will mail or cause to be mailed to the
Holder a notice  specifying (i) the date on which any such record is to be taken
for the purpose of such dividend,

                                      -5-

<PAGE>


distribution  or right,  and stating the amount and character of such  dividend,
distribution  or  right,  or (ii) the date on which  any such  reclassification,
reorganization,   consolidation,   merger,   sale  or  conveyance,   adjustment,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed,  as of which the  holders of record in respect of such event are to
be  determined.  Such notice shall be mailed at least ten (10) days prior to the
date specified in such notice on which any such action is to be taken.

     16. Amendment. The terms of this Warrant may be amended, modified or waived
only by written agreement of the Company and the Holder.

     17. Warrant Register Transfer, Etc.

          a. The  Company  will  maintain  a register  containing  the names and
     addresses of the registered holders of outstanding Warrants. The Holder may
     change its  address as shown on the warrant  register by written  notice to
     the Company  requesting  such change.  Any notice or written  communication
     required or  permitted  to be given to the Holder may be given by certified
     mail or  delivered  to the Holder at its  address  as shown on the  warrant
     register.

          b. This Warrant may not be transferred or assigned in whole or in part
     by the Holder  without  the prior  written  consent of the  Company,  which
     consent shall not be  unreasonably  withheld (it being  understood that the
     Company may, in its sole  discretion,  withhold  consent to any transfer of
     the Warrant to any other  Seller  (other than to an  affiliate  as provided
     below) or to any person seeking to obtain  control of the Company),  except
     that  prior  written  consent of the  Company  will not be  required  for a
     transfer  of the  Warrant in whole by the Holder to an  "affiliate"  of the
     Holder.  Prior to the  effectiveness  of any transfer of this Warrant,  the
     transferee  must agree in writing to be bound by the forfeiture  provisions
     and  certain  other  restrictions  contained  in  Article  8 of the  Merger
     Agreement  and to  accept  this  Warrant  subject  to such  provisions  and
     restrictions.  An  "affiliate" of the Holder shall mean any other person or
     entity directly or indirectly controlling, controlled by or under direct or
     indirect  common  control  with the Holder.  Prior to and as a condition to
     effecting  any such  transfer  the Holder  shall  deliver to the Company an
     opinion of counsel  reasonably  satisfactory  to the  Company to the effect
     that such transfer will comply with all applicable securities laws.

          c. In case this Warrant shall be mutilated, lost, stolen or destroyed,
     the Company  shall issue a new warrant of like tenor and  denomination  and
     deliver the same (i) in exchange and  substitution  for and upon  surrender
     and cancellation of any mutilated  Warrant,  or (ii) in lieu of any Warrant
     lost, stolen or destroyed, upon receipt of evidence reasonably satisfactory
     to the Company of the loss, theft or destruction of such Warrant (including
     a reasonably  detailed  affidavit with respect to the  circumstances of any
     loss, theft or destruction) and of indemnity reasonably satisfactory to the
     Company.

     18. No Impairment. The Company will not, by amendment of its Certificate of
Incorporation   or  through  any   reclassification,   capital   reorganization,
consolidation,  merger, sale or conveyance of assets, dissolution,  liquidation,
issue or sale of  securities  or any other  voluntary  action,  avoid or seek to
avoid the  observance or  performance  of any of the terms of this Warrant,  but
will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such action as may be necessary or  appropriate in order to
protect  the  rights of the  Holder.

                                      -6-

<PAGE>


Without  limiting  the  generality  of the  foregoing,  the  Company  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
reasonably necessary to enable the Company to perform its obligations under this
Warrant.

     19.  Governing  Law.  The  provisions  and terms of this  Warrant  shall be
governed  by  and  construed  in  accordance  with  the  internal  laws  of  the
Commonwealth  of  Pennsylvania  without  regard to the principles of conflict of
laws of the Commonwealth of Pennsylvania or any other jurisdiction.

     20. Successors and Assigns;  Non-Detachable.  This Warrant shall be binding
upon the Company's  successors and assigns and shall inure to the benefit of the
Holder's successors,  legal  representatives and permitted assigns. This Warrant
is non-detachable from the shares of Series C Preferred Stock held by Holder and
may not be  assigned,  transferred  or conveyed  separately  from such shares of
Series C Preferred  Stock and then only in conjunction  with a the execution and
joinder  of the  transferee  as  provided  in  Section  9.12(d)  of  the  Merger
Agreement;  provided, however, during a Put Option Default Period (as defined in
the Series C Certificate  of Designation of the Company filed with the Secretary
of State of the State of Delaware on October 17,  2001)  Holder may  transfer or
convey this Warrant  separately from the shares of Series C Preferred Stock held
by such Holder.

     21.  Business  Days.  If the last or  appointed  day for the  taking of any
action  required  or the  expiration  of any  right  granted  herein  shall be a
Saturday or Sunday or a legal holiday in the Commonwealth of Pennsylvania,  then
such action may be taken or right may be  exercised on the next  succeeding  day
which is not a Saturday or Sunday or such a legal holiday.

     22.  References  to  Common  Stock.  If  there is a  change  such  that the
securities  issuable upon exercise of the Warrants are issued by an entity other
than the Company or there is a change in the class of  securities  so  issuable,
then the term "Common Stock" shall mean one share of the security  issuable upon
exercise of the Warrants if such  security is issuable in shares,  or shall mean
the  smallest  unit in which such  security is issuable if such  security is not
issuable in shares.

     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its duly authorized officer, as of the date above written.

                                                     MOTHERS WORK, INC.



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

                                      -7-

<PAGE>




                                    EXHIBIT A

                             NOTICE OF EXERCISE FORM


To: ____________________________                   Dated: ______________________


     The  undersigned,  pursuant  to the  provisions  set forth in the  attached
Warrant,  hereby  irrevocably  elects to purchase the number of shares of Common
Stock covered by such Warrant and [Holder must elect (a), (b) or (c)]:

     (a) purchase  the number of shares of Common Stock  covered by this Warrant
and herewith makes payment of $_________ , representing  the full Purchase Price
for a total of _______  shares of Common Stock at the  exercise  price per share
provided for in this Warrant; or

     (b) purchase  the number of shares of Common Stock  covered by such Warrant
and  herewith  attaches  __________  shares of the  Holder's  Series C Preferred
Stock,   in  accordance   with  Section  3  of  this  Warrant,   as  payment  of
$____________,  representing the full Purchase Price for a total of _____ shares
of Common Stock at the exercise price per share provided for in this Warrant; or

     (c) purchase the number of shares of Common Stock  covered by this Warrant,
and herewith  exchanges this Warrant,  in accordance with the net issue exercise
provisions of Section 5 herein, for __________ shares of Common Stock covered by
this Warrant.

     The  certificate(s)  for such  shares  shall be  issued  in the name of the
undersigned or as otherwise indicated below:

                                    HOLDER



                                    _____________________________________
                                    By:__________________________________
                                    Title:_______________________________

                                    Name for Registration:_______________
                                    Mailing Address:_____________________
                                    _____________________________________