EXHIBIT 10.21

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

BANK OF AMERICA, N.A.,

THE ADMINISTRATIVE AND COLLATERAL AGENT

FOR THE LENDERS REFERENCED HEREIN

MOTHERS WORK, INC.

THE LEAD BORROWER

FOR THE BORROWERS REFERENCED HEREIN

AND

THE GUARANTORS PARTY HERETO

MARCH 13, 2007



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TABLE OF CONTENTS



|                                                                 |  |                                                                         |    |  |    | 
|---------------------------------------------------------------- |  | ----------------------------------------------------------------------- | -- |  | -- | 
|ARTICLE I. - DEFINITIONS:                                        |  |                                                                         | 2  | 
|ARTICLE II. - THE REVOLVING CREDIT                               |  |                                                                         | 41 | 
|2.1                                                              |  | ESTABLISHMENT OF REVOLVING CREDIT                                       |    |  | 41 | 
|2.2                                                              |  | ADVANCES IN EXCESS OF BORROWING BASE (OVERLOANS)                        |    |  | 42 | 
|2.3                                                              |  | RISKS OF VALUE OF COLLATERAL                                            |    |  | 42 | 
|2.4                                                              |  | COMMITMENT TO MAKE REVOLVING CREDIT LOANS AND SUPPORT
LETTERS OF CREDIT |    |  | 43 | 
|2.5                                                              |  | REVOLVING CREDIT LOAN REQUESTS                                          |    |  | 43 | 
|2.6                                                              |  | MAKING OF REVOLVING CREDIT LOANS                                        |    |  | 45 | 
|2.7                                                              |  | SWINGLINE LOANS                                                         |    |  | 46 | 
|2.8                                                              |  | THE LOAN ACCOUNT                                                        |    |  | 46 | 
|2.9                                                              |  | THE REVOLVING CREDIT NOTE                                               |    |  | 47 | 
|2.10                                                             |  | PAYMENT OF THE LOAN ACCOUNT                                             |    |  | 48 | 
|2.11                                                             |  | INTEREST ON REVOLVING CREDIT LOANS                                      |    |  | 49 | 
|2.12                                                             |  | REVOLVING CREDIT COMMITMENT FEE                                         |    |  | 50 | 
|2.13                                                             |  | INTENTIONALLY OMITTED                                                   |    |  | 50 | 
|2.14                                                             |  | UNUSED LINE FEE                                                         |    |  | 50 | 
|2.15                                                             |  | EARLY TERMINATION FEE                                                   |    |  | 50 | 
|2.16                                                             |  | CONCERNING FEES                                                         |    |  | 51 | 
|2.17                                                             |  | INTENTIONALLY OMITTED                                                   |    |  | 51 | 
|2.18                                                             |  | PROCEDURES FOR ISSUANCE OF L/CS                                        |    |  | 51 | 
|2.19                                                             |  | FEES FOR L/CS                                                          |    |  | 52 | 
|2.20                                                             |  | CONCERNING L/CS                                                        |    |  | 54 | 
|2.21                                                             |  | CHANGED CIRCUMSTANCES                                                   |    |  | 55 | 
|2.22                                                             |  | LENDERS COMMITMENTS                                                    |    |  | 57 | 
|2.23                                                             |  | DESIGNATION OF LEAD BORROWER AS BORROWERS AGENT                        |    |  | 58 | 
|ARTICLE III. - CONDITIONS PRECEDENT:                             |  |                                                                         | 59 | 
|3.1                                                              |  | CORPORATE DUE DILIGENCE                                                 |    |  | 59 | 
|3.2                                                              |  | OPINION                                                                 |    |  | 59 | 
|3.3                                                              |  | OFFICERS CERTIFICATES                                                  |    |  | 59 | 
|3.4                                                              |  | ADDITIONAL DOCUMENTS                                                    |    |  | 60 | 
|3.5                                                              |  | REPRESENTATIONS AND WARRANTIES                                          |    |  | 62 | 
|3.6                                                              |  | MINIMUM DAY ONE EXCESS AVAILABILITY                                     |    |  | 62 | 
|3.7                                                              |  | ALL FEES AND EXPENSES PAID                                              |    |  | 62 | 
|3.8                                                              |  | NO BORROWER DEFAULT                                                     |    |  | 63 | 
|3.9                                                              |  | NO ADVERSE CHANGE                                                       |    |  | 63 | 
|3.10                                                             |  | FINALIZATION OF TERM LOAN FACILITY                                      |    |  | 63 | 
|3.11                                                             |  | VALIDITY OF LIENS                                                       |    |  | 63 | 
|3.12                                                             |  | DOCUMENTS                                                               |    |  | 63 | 
|ARTICLE IV. - GENERAL REPRESENTATIONS, COVENANTS AND WARRANTIES: |  |                                                                         | 63 | 
|4.1                                                              |  | PAYMENT AND PERFORMANCE OF LIABILITIES                                  |    |  | 63 | 
|4.2                                                              |  | DUE ORGANIZATION. CORPORATE AUTHORIZATION. NO CONFLICTS                 |    |  | 64 | 



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|                                                            |  |                                                  |    |  |    | 
|----------------------------------------------------------- |  | ------------------------------------------------ | -- |  | -- | 
|4.3                                                         |  | TRADE NAMES                                      |    |  | 65 | 
|4.4                                                         |  | INFRASTRUCTURE                                   |    |  | 65 | 
|4.5                                                         |  | GUARANTOR                                        |    |  | 66 | 
|4.6                                                         |  | LOCATIONS                                        |    |  | 66 | 
|4.7                                                         |  | TITLE TO ASSETS                                  |    |  | 67 | 
|4.8                                                         |  | INDEBTEDNESS                                     |    |  | 68 | 
|4.9                                                         |  | INSURANCE                                        |    |  | 70 | 
|4.10                                                        |  | LICENSES; MATERIAL CONTRACTS                     |    |  | 71 | 
|4.11                                                        |  | LEASES                                           |    |  | 71 | 
|4.12                                                        |  | REQUIREMENTS OF LAW                              |    |  | 71 | 
|4.13                                                        |  | LABOR RELATIONS                                  |    |  | 72 | 
|4.14                                                        |  | MAINTAIN PROPERTIES                              |    |  | 72 | 
|4.15                                                        |  | TAXES                                            |    |  | 73 | 
|4.16                                                        |  | NO MARGIN STOCK OR SECURITIES                    |    |  | 74 | 
|4.17                                                        |  | ERISA                                            |    |  | 74 | 
|4.18                                                        |  | HAZARDOUS MATERIALS AND ENVIRONMENTAL COMPLIANCE |    |  | 75 | 
|4.19                                                        |  | LITIGATION                                       |    |  | 78 | 
|4.20                                                        |  | DIVIDENDS; INVESTMENTS; CORPORATE ACTION         |    |  | 78 | 
|4.21                                                        |  | LOANS                                            |    |  | 80 | 
|4.22                                                        |  | PROTECTION OF ASSETS                             |    |  | 80 | 
|4.23                                                        |  | LINE OF BUSINESS                                 |    |  | 80 | 
|4.24                                                        |  | AFFILIATE TRANSACTIONS                           |    |  | 80 | 
|4.25                                                        |  | FURTHER ASSURANCES                               |    |  | 81 | 
|4.26                                                        |  | ADEQUACY OF DISCLOSURE                           |    |  | 81 | 
|4.27                                                        |  | NO RESTRICTIONS ON LIABILITIES                   |    |  | 82 | 
|4.28                                                        |  | OTHER COVENANTS                                  |    |  | 82 | 
|ARTICLE V. - FINANCIAL REPORTING AND PERFORMANCE COVENANTS: |  |                                                  | 82 | 
|5.1                                                         |  | MAINTAIN RECORDS                                 |    |  | 82 | 
|5.2                                                         |  | ACCESS TO RECORDS                                |    |  | 83 | 
|5.3                                                         |  | IMMEDIATE NOTICE TO AGENT                        |    |  | 84 | 
|5.4                                                         |  | BORROWING BASE CERTIFICATE                       |    |  | 85 | 
|5.5                                                         |  | WEEKLY REPORTS                                   |    |  | 85 | 
|5.6                                                         |  | MONTHLY REPORTS                                  |    |  | 86 | 
|5.7                                                         |  | QUARTERLY REPORTS                                |    |  | 87 | 
|5.8                                                         |  | ANNUAL REPORTS                                   |    |  | 88 | 
|5.9                                                         |  | OFFICERS CERTIFICATES                           |    |  | 88 | 
|5.10                                                        |  | INVENTORIES, APPRAISALS, AND AUDITS              |    |  | 89 | 
|5.11                                                        |  | ADDITIONAL FINANCIAL INFORMATION                 |    |  | 90 | 
|5.12                                                        |  | FINANCIAL PERFORMANCE COVENANTS                  |    |  | 91 | 
|ARTICLE VI. - USE AND COLLECTION OF COLLATERAL:             |  |                                                  | 91 | 
|6.1                                                         |  | USE OF INVENTORY COLLATERAL                      |    |  | 91 | 
|6.2                                                         |  | INVENTORY QUALITY                                |    |  | 92 | 
|6.3                                                         |  | ADJUSTMENTS AND ALLOWANCES                       |    |  | 92 | 
|6.4                                                         |  | VALIDITY OF ACCOUNTS                             |    |  | 92 | 
|6.5                                                         |  | NOTIFICATION TO ACCOUNT DEBTORS                  |    |  | 93 | 



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|                                                               |  |                                                            |     |  |     | 
|-------------------------------------------------------------- |  | ---------------------------------------------------------- | --- |  | --- | 
|ARTICLE VII. - CASH MANAGEMENT; PAYMENT OF LIABILITIES:        |  |                                                            | 93  | 
|7.1                                                            |  | DEPOSITORY ACCOUNTS                                        |     |  | 93  | 
|7.2                                                            |  | CREDIT CARD RECEIPTS                                       |     |  | 94  | 
|7.3                                                            |  | THE CONCENTRATION, BLOCKED, AND OPERATING ACCOUNTS         |     |  | 94  | 
|7.4                                                            |  | PROCEEDS AND COLLECTION OF ACCOUNTS                        |     |  | 96  | 
|7.5                                                            |  | PAYMENT OF LIABILITIES                                     |     |  | 97  | 
|7.6                                                            |  | THE OPERATING ACCOUNT AND DISBURSEMENT ACCOUNT             |     |  | 98  | 
|ARTICLE VIII. - GRANT OF SECURITY INTEREST:                    |  |                                                            | 98  | 
|8.1                                                            |  | GRANT OF SECURITY INTEREST                                 |     |  | 98  | 
|8.2                                                            |  | EXTENT AND DURATION OF SECURITY INTEREST                   |     |  | 100 | 
|8.3                                                            |  | PERFECTION OF SECURITY INTERESTS                           |     |  | 100 | 
|ARTICLE IX. - COLLATERAL AGENT AS BORROWERS ATTORNEY-IN-FACT: |  |                                                            | 103 | 
|9.1                                                            |  | APPOINTMENT AS ATTORNEY-IN-FACT                            |     |  | 103 | 
|9.2                                                            |  | NO OBLIGATION TO ACT                                       |     |  | 104 | 
|ARTICLE X. - EVENTS OF DEFAULT:                                |  |                                                            | 105 | 
|10.1                                                           |  | FAILURE TO PAY REVOLVING CREDIT                            |     |  | 105 | 
|10.2                                                           |  | FAILURE TO MAKE OTHER PAYMENTS                             |     |  | 105 | 
|10.3                                                           |  | FAILURE TO PERFORM COVENANT OR LIABILITY (NO GRACE
PERIOD) |     |  | 105 | 
|10.4                                                           |  | FAILURE TO PERFORM COVENANT OR LIABILITY (GRACE
PERIOD)    |     |  | 106 | 
|10.5                                                           |  | MISREPRESENTATION                                          |     |  | 106 | 
|10.6                                                           |  | ACCELERATION OF OTHER DEBT. BREACH OF LEASE                |     |  | 106 | 
|10.7                                                           |  | DEFAULT UNDER OTHER AGREEMENTS                             |     |  | 107 | 
|10.8                                                           |  | INTENTIONALLY OMITTED                                      |     |  | 107 | 
|10.9                                                           |  | ATTACHMENT; JUDGMENT; RESTRAINT OF BUSINESS                |     |  | 107 | 
|10.10                                                          |  | BUSINESS FAILURE                                           |     |  | 107 | 
|10.11                                                          |  | BANKRUPTCY                                                 |     |  | 108 | 
|10.12                                                          |  | DEFAULT BY GUARANTOR OR AFFILIATE                          |     |  | 108 | 
|10.13                                                          |  | INDICTMENT - FORFEITURE                                    |     |  | 108 | 
|10.14                                                          |  | TERMINATION OF GUARANTY                                    |     |  | 108 | 
|10.15                                                          |  | CHALLENGE TO LOAN DOCUMENTS                                |     |  | 108 | 
|10.16                                                          |  | INTENTIONALLY OMITTED                                      |     |  | 109 | 
|10.17                                                          |  | CHANGE IN CONTROL                                          |     |  | 109 | 
|10.18                                                          |  | UNINSURED LOSSES                                           |     |  | 109 | 
|10.19                                                          |  | ERISA                                                      |     |  | 109 | 
|ARTICLE XI. - RIGHTS AND REMEDIES UPON DEFAULT:                |  |                                                            | 109 | 
|11.1                                                           |  | RIGHTS OF ENFORCEMENT                                      |     |  | 109 | 
|11.2                                                           |  | SALE OF COLLATERAL                                         |     |  | 110 | 
|11.3                                                           |  | OCCUPATION OF BUSINESS LOCATION                            |     |  | 111 | 
|11.4                                                           |  | GRANT OF NONEXCLUSIVE LICENSE                              |     |  | 111 | 
|11.5                                                           |  | ASSEMBLY OF COLLATERAL                                     |     |  | 111 | 
|11.6                                                           |  | RIGHTS AND REMEDIES                                        |     |  | 111 | 
|ARTICLE XII. - NOTICES:                                        |  |                                                            | 112 | 
|12.1                                                           |  | NOTICE ADDRESSES                                           |     |  | 112 | 
|12.2                                                           |  | NOTICE GIVEN                                               |     |  | 113 | 
|ARTICLE XIII. - TERM:                                          |  |                                                            | 113 | 



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|                        |  |                                             |     |  |     | 
|----------------------- |  | ------------------------------------------- | --- |  | --- | 
|13.1                    |  | TERMINATION OF REVOLVING CREDIT             |     |  | 113 | 
|13.2                    |  | ACTIONS ON TERMINATION                      |     |  | 114 | 
|ARTICLE XIV. - GENERAL: |  |                                             | 114 | 
|14.1                    |  | PROTECTION OF COLLATERAL                    |     |  | 114 | 
|14.2                    |  | PUBLICITY                                   |     |  | 114 | 
|14.3                    |  | SUCCESSORS AND ASSIGNS                      |     |  | 114 | 
|14.4                    |  | SEVERABILITY                                |     |  | 115 | 
|14.5                    |  | AMENDMENTS; COURSE OF DEALING               |     |  | 115 | 
|14.6                    |  | POWER OF ATTORNEY                           |     |  | 115 | 
|14.7                    |  | APPLICATION OF PROCEEDS                     |     |  | 116 | 
|14.8                    |  | INCREASED COSTS                             |     |  | 116 | 
|14.9                    |  | COSTS AND EXPENSES OF THE AGENT AND LENDERS |     |  | 116 | 
|14.10                   |  | COPIES AND FACSIMILES                       |     |  | 117 | 
|14.11                   |  | NEW YORK LAW                                |     |  | 117 | 
|14.12                   |  | CONSENT TO JURISDICTION                     |     |  | 117 | 
|14.13                   |  | INDEMNIFICATION                             |     |  | 118 | 
|14.14                   |  | RULES OF CONSTRUCTION                       |     |  | 118 | 
|14.15                   |  | INTENT                                      |     |  | 120 | 
|14.16                   |  | PARTICIPATIONS                              |     |  | 120 | 
|14.17                   |  | RIGHT OF SET-OFF                            |     |  | 121 | 
|14.18                   |  | PLEDGES TO FEDERAL RESERVE BANKS            |     |  | 121 | 
|14.19                   |  | MAXIMUM INTEREST RATE                       |     |  | 121 | 
|14.20                   |  | WAIVERS                                     |     |  | 121 | 
|14.21                   |  | COUNTERPARTS                                |     |  | 122 | 
|14.22                   |  | ELECTRONIC SUBMISSIONS                      |     |  | 122 | 
|14.23                   |  | BANK OF AMERICA, N.A.. AS AGENT             |     |  | 123 | 
|14.24                   |  | JOINT BORROWER PROVISIONS                   |     |  | 123 | 
|14.25                   |  | TRANSITIONAL ARRANGEMENTS                   |     |  | 127 | 
|14.26                   |  | CONFIDENTIALITY                             |     |  | 128 | 



iv



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EXHIBITS



|        |  |   |  |                                      
|------- |  | - |  | -------------------------------------
|2.7     |  | : |  | SwingLine Note                       
|        |  |  
|2.9     |  | : |  | Revolving Credit Note                
|        |  |  
|2.22    |  | : |  | Revolving Credit Lenders Commitments
|        |  |  
|4.2     |  | : |  | Affiliates                           
|        |  |  
|4.3     |  | : |  | Trade Names                          
|        |  |  
|4.6(a)  |  | : |  | Locations, Leases, and Landlords     
|        |  |  
|4.6(c)  |  | : |  | Form of Landlord Waiver              
|        |  |  
|4.7(a)  |  | : |  | Encumbrances                         
|        |  |  
|4.7(d)  |  | : |  | Third Party Bailees                  
|        |  |  
|4.8     |  | : |  | Indebtedness                         
|        |  |  
|4.9     |  | : |  | Insurance Policies                   
|        |  |  
|4.10    |  | : |  | Licenses; Material Contracts         
|        |  |  
|4.11    |  | : |  | Capital Leases                       
|        |  |  
|4.15    |  | : |  | Taxes                                
|        |  |  
|4.17    |  | : |  | ERISA                                
|        |  |  
|4.18    |  | : |  | Environmental Compliance             
|        |  |  
|4.19    |  | : |  | Litigation                           
|        |  |  
|4.20    |  | : |  | Investments                          
|        |  |  
|5.4     |  | : |  | Form of Borrowing Base Certificate   
|        |  |  
|5.9     |  | : |  | Officers Compliance Certificate     
|        |  |  
|5.12(a) |  | : |  | Financial Performance Covenants      
|        |  |  
|5.12(b) |  | : |  | Business Plan                        
|        |  |  
|7.1     |  | : |  | DDAs                                
|        |  |  
|7.2     |  | : |  | Credit Card Arrangements             
|        |  |  
|8.3(d)  |  | : |  | Investment Property                  



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SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

March 13, 2007

THIS
AGREEMENT is made between

Bank of America, N.A., a national banking association, with offices at 100 Federal Street,
Boston, Massachusetts 02110, as agent (in such capacity, herein the Administrative Agent) for the benefit of the Lenders, on a Pro Rata basis, based upon each Lenders Percentage Commitment, who are, at present, those
financial institutions identified on the signature pages of this Agreement and who in the future are those Persons (if any) who become a Lender in accordance with the provisions of Article VII of the Agency Agreement;

and

Bank
of America, N.A., a national banking association, with offices at 100 Federal Street, Boston, Massachusetts 02110, as agent (in such capacity, herein the Collateral Agent) for the benefit of the Lenders and the Administrative
Agent,

and

Cave Springs, Inc., a Delaware corporation (collectively, with the Lead Borrower, the Borrowers and each individually, a Borrower), which has its principal
executive offices at Little Falls Centre II, 2751 Centerville Road, Suite 3207, Wilmington, DE 19808,

Mothers Work,
Inc., a Delaware corporation with its principal executive offices at 456 North Fifth Street, Philadelphia, Pennsylvania 19123 (the Lead Borrower and a Borrower),

and

Mothers Work Canada, Inc., a Delaware corporation (Guarantor), which has its principal executive offices at 456
North Fifth Street, Philadelphia, Pennsylvania 19123,

in consideration of the mutual covenants contained herein and benefits to be derived
herefrom,

WITNESSETH:



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ARTICLE I. - DEFINITIONS:

As herein used, the following terms have the following meanings or are defined in the section of this Agreement so indicated:

Acceleration: With respect to any Indebtedness, its becoming due and payable prior to its stated maturity. Derivations of the word Acceleration (such as
Accelerate) are used with like meaning in this Agreement.

Accounts and Accounts
Receivable Accounts as defined in the UCC, and also all: accounts, accounts receivable, receivables, and rights to payment (whether or not earned by performance) for: property that has been or is to be sold, leased, licensed,
assigned, or otherwise disposed of; services rendered or to be rendered; a policy of insurance issued or to be issued; a secondary obligation incurred or to be incurred; energy provided or to be provided; for the use or hire of a vessel; arising out
of the use of a credit or charge card or information contained on or used with that card; winnings in a lottery or other game of chance; and also all Inventory which gave rise thereto, and all rights associated with such Inventory, including the
right of stoppage in transit; all reclaimed, returned, rejected or repossessed Inventory (if any) the sale of which gave rise to any Account.

ACH: Automated clearing house.

Account
Debtor: Has the meaning given that term in the UCC.

Acquired Real Property: Any real property
acquired by the Borrowers after the date hereof, other than the Headquarters Facility, and including but not limited to real property acquired by the Borrowers after the date hereof consisting of the Lead Borrowers leased Domestic Distribution
Center located at the Philadelphia Naval Business Center.

Administrative Agent: Defined in the Preamble.

Affiliate:

(a) With respect to any two Persons, a relationship in which (i) one holds, directly or indirectly, not less than Twenty-Five Percent (25%) of the capital stock, beneficial interests,
partnership interests, or other equity interests of the other; or (ii) one has, directly or indirectly, the right, under ordinary circumstances, to elect a majority of the directors (or other body or Person who has those powers customarily
vested in a board of directors of a corporation); or (iii) the same third Person holds, directly or indirectly, not less than Twenty-Five Percent (25%) of their respective capital stock, beneficial interests, partnership interests or other
equity



2



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interests; or has directly or indirectly the right to elect the majority of directors of both such parties; or

(b) Any corporation, limited liability company, trust, partnership, joint venture, or other enterprise which: is a parent, brother-sister, subsidiary, or affiliate, of any Obligor; has such
enterprises tax returns or financial statements consolidated with the Lead Borrowers; is a member of the same controlled group of corporations (within the meaning of Section 1563(a)(1), (2) and (3) of the Internal Revenue
Code of 1986, as amended from time to time) of which the Lead Borrower is a member; controls or is controlled by the Lead Borrower.

Agreement: This Second Amended and Restated Loan and Security Agreement, as it may be modified, amended, supplemented or restated from time to time.

Agency Agreement: That certain Agency Agreement dated March 13, 2007, by and among the Administrative Agent, the
Collateral Agent, and the Lenders.

Agent: When not preceded by Administrative or
Collateral, the terms Agent or Agents refer collectively and individually to the Administrative Agent and the Collateral Agent.

Agent Fee Letter: That certain letter of even date by and between the Administrative Agent and the Borrowers concerning Administrative Agents and Collateral Agents fees.

Agents Rights and Remedies: Defined in Section 11.6.

Appraised Inventory Liquidation Percentage: That percentage, obtained by the Collateral Agent from the then most recent
appraisal of the Borrowers Inventory obtained by the Collateral Agent, to reflect the appraisers estimate of the consolidated net recovery (liquidation value) as a percentage of cost including raw materials.

Approved Electronic Form Notice: Defined in Section 14.22.

Approved Electronic Form: Defined in Section 14.22.

Approved Security-Free SERPS: All non-qualified supplemental employee retirement plans approved by a majority of the
independent members of the Obligors board of directors providing for payments by the Obligor into a Security-Free Rabbi Trusts, and designated as an Approved Security-Free SERP in a writing from the Lead Borrower to the
Administrative Agent, which writing identifies the date on which such members of the board of directors have approved such plan.



3



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Authorized Officer: The Lead Borrowers Chief Executive Officer,
Chief Operating Officer, President, Treasurer or Chief Financial Officer duly authorized by the Lead Borrowers Board of Directors, or, in the case of Borrowing Base Certificates, such person as is authorized by the Board of Directors of the
Borrower.

Availability: The sum of:



| | (a) | The Borrowing Base
| | --- | ------------------

Minus



| | (b) | The aggregate unpaid balance of the Loan Account
| | --- | ------------------------------------------------

Minus



| | (c) | The aggregate undrawn Stated Amount of all then outstanding L/Cs.
| | --- | ------------------------------------------------------------------

Availability Reserves: Such reserves as the Collateral Agent from time to time determines in the Collateral Agents reasonable discretion as being appropriate (determined in
accordance with customary credit considerations) to reflect the impediments to the Collateral Agents ability to realize upon the Collateral. Without limiting the generality of the foregoing, Availability Reserves may include (but are not
limited to) reserves based on the following:



| | (i) | Rent for any location in a Landlord State with respect to which a Landlord Waiver has not been received by the Collateral Agent (which initially shall be one
(1) month rent for any such location).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Customer Credit Liabilities (the Availability Reserve for which initially shall be up to Thirty-Three Percent (33%) of Customer Credit Liabilities and which may be
adjusted based on changes in the operation of the Borrowers business).
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | Taxes and other governmental charges, including, ad valorem, personal property, and other taxes which might have priority over the Collateral Interests of the
Collateral Agent in the Collateral.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | Payables (based upon payables which are past the Borrowers normal trade terms).
| | ---- | --------------------------------------------------------------------------------

Bank of America: Bank of America, N.A. in its individual capacity.

Bankruptcy Code: Title 11, U.S.C., as amended from time to time.

Base: The Base is the publicly announced prime rate from time to time by Bank of America (or any successor in interest
to Bank of America) (which is not intended



4



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to be Bank of Americas lowest or most favorable rate in effect at any time). In the event that said bank (or any such successor) ceases to announce such a rate, Base shall refer
to that rate or index announced or published from time to time as the Administrative Agent, in good faith, designates as the functional equivalent to said rate. Any change in Base shall be effective, for purposes of the calculation of
interest due hereunder, when such change is made effective generally by the bank on whose rate or index Base is being set. In all events, interest that is determined by reference to Base (or any successor to Base) shall be calculated on
a 365/366-day year and actual days elapsed.

Base Margin: Zero Percent (0.00%).

Base Margin Loan: Each Revolving Credit Loan while bearing interest at the Base Margin Rate.

Base Margin Rate: The aggregate of Base plus the applicable Base Margin.

Blocked Account: Defined in Section 7.3(a)(ii).

Blocked Account Agreement: An agreement, in form satisfactory to the Collateral Agent, which agreement recognizes the
Collateral Agents Collateral Interest in the contents of the DDA which is the subject of such agreement and agrees that such contents shall be transferred only to the Concentration Account or as otherwise instructed by the Collateral Agent.

Borrowers: Defined in the Preamble.

Borrowing Base: The lesser of:

(a) the lesser of the Revolving Credit Loan Ceiling or Borrowing Base A;

or

(b) the Borrowing Base B.

Borrowing Base A: The sum of:



| | (a) | The lesser of (1) 50% of the sum of clauses (b), (c), (d), and (e) below or (2) the sum of:
| | --- | -------------------------------------------------------------------------------------------



| | (i) | the face amount of Eligible Accounts arising from the sale of goods in wholesale arrangements multiplied by Eighty-Five Percent (85%), plus
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | the face amount of Eligible Accounts arising from the leasing of a customer list, marketing services, or an Account owing to
| | ---- | ----------------------------------------------------------------------------------------------------------------------------



5



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| | a Borrower from an account debtor operating a department or specialty store or other location in which a Borrower leases or licenses a portion of the space in such store (provided, however, that
customer list or marketing services Accounts shall be included only to the extent that they do not exceed $7,000,000 in the aggregate) multiplied by Eighty Percent (80%),
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Plus



| | (b) | the face amount of Eligible Credit Card Receivables multiplied by the Credit Card Advance Rate;
| | --- | -----------------------------------------------------------------------------------------------

Plus



| | (c) | approved Eligible Nondomestic Licensing Accounts, multiplied by the Nondomestic Licensing Advance Rate;
| | --- | -------------------------------------------------------------------------------------------------------

Plus



| | (d) | the sum of:
| | --- | -----------

(i) the NOLV of
Eligible Raw Materials Inventory (net of Inventory Reserves) multiplied by the applicable Inventory Advance Rate,

(ii)
(A) the sum of (I) the NOLV of Eligible Finished Goods Inventory (net of Inventory Reserves) not located in department or specialty stores or other locations in which a Borrower leases or licenses a portion of the space in such store;
plus (II) the lesserof (a) 21% of the sum of the NOLV of Eligible Finished Goods Inventory, Eligible L/C Inventory, and Eligible In-Transit Inventory (in each case, net of Inventory Reserves) or (b) the NOLV of Eligible
Finished Goods Inventory (net of Inventory Reserves) located in department or specialty stores or other locations in which a Borrower leases or licenses a portion of the space in such store multiplied by(B) the applicable Inventory
Advance Rate, and

(iii) the lesser of $20,000,000 or the sum of (A) the NOLV of Eligible L/C Inventory (net of Inventory
Reserves) multiplied by the applicable Inventory Advance Rate; plus (B) the NOLV of Eligible In-Transit Inventory (net of Inventory Reserves) multiplied by the applicable Inventory Advance Rate;

Plus



6



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| | (e) | the amount equal to (i) the Determined Value of the Eligible Fixed Assets multiplied by the Real Estate Advance Rate; less (ii) the Second
Mortgage Cap; less (iii) the New HQ Encumbrance Amount;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Plus



| | (f) | the sum of:
| | --- | -----------

(i) 100% of
Eligible Liquid Collateral consisting of a money market fund held by Bank of America whose assets entirely consist of cash;

PLUS

(ii) 90%
of Eligible Liquid Collateral consisting of a money market fund whose assets entirely consist of cash (other than a fund held by Bank of America);

PLUS

(iii) 100% of Eligible Liquid Collateral consisting of certificates of
deposit with maturities of 365 days or less from the date of acquisition issued by Bank of America (or a money market fund held by Bank of America whose assets consist entirely of cash and certificates of deposit with maturities of 365 days or less
from the date of acquisition issued by a FDIC-insured financial institution);

PLUS

(iv) 90% of Eligible Liquid Collateral consisting of certificates of deposit with maturities of 365 days or less from the date of
acquisition issued by a FDIC-insured financial institution other than Bank of America (or a money market fund (other than a fund held by Bank of America) whose assets consist entirely of cash and certificates of deposit with maturities of 365 days
or less from the date of acquisition issued by FDIC-insured financial institutions);

PLUS

(v) 90% of Eligible Liquid Collateral consisting of securities with maturities of 180 days or less from the date of acquisition issued or
fully guaranteed or insured as to payment of principal and interest by the United States



7



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Treasury held by Bank of America (or a money market fund held by Bank of America whose assets consist entirely of cash, securities with maturities of 180 days or less from the date of acquisition
issued or fully guaranteed or insured as to payment of principal and interest by the United States Treasury, and certificates of deposit with maturities of 365 days or less from the date of acquisition issued by a FDIC-insured financial
institution);

PLUS

(vi) 85% of Eligible Liquid Collateral consisting of securities (not held by Bank of America) with maturities of 180 days or less from the date of acquisition issued or fully guaranteed or insured as to
payment of principal and interest by the United States Treasury (or a money market fund (other than a fund held by Bank of America) whose assets consist entirely of cash, securities with maturities of 180 days or less from the date of acquisition
issued or fully guaranteed or insured as to payment of principal and interest by the United States Treasury, and certificates of deposit with maturities of 365 days or less from the date of acquisition issued by a FDIC-insured financial
institution);

PLUS

(vii) 80% of Eligible Liquid Collateral consisting of senior unsecured bonds of a domestic corporate issuer rated at least A- by a rating agency acceptable to the Collateral Agent with maturities of 2
years or less from the date of acquisition held by Bank of America (or a money market fund held by Bank of America whose assets consist entirely of cash, senior unsecured bonds of a domestic corporate issuer rated at least A- by a rating agency
acceptable to the Collateral Agent with maturities of 2 years or less from the date of acquisition, securities with maturities of 180 days or less from the date of acquisition issued or fully guaranteed or insured as to payment of principal and
interest by the United States Treasury, and certificates of deposit with maturities of 365 days or less from the date of acquisition issued by a FDIC-insured financial institution);

PLUS

(viii)
75% of Eligible Liquid Collateral consisting of senior unsecured bonds (not held by Bank of America) of a



8



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domestic corporate issuer rated at least A- by a rating agency acceptable to the Collateral Agent with maturities of 2 years or less from the date of acquisition (or a money market fund (other
than a fund held by Bank of America) whose assets consist entirely of cash, senior unsecured bonds of a domestic corporate issuer rated at least A- by a rating agency acceptable to the Collateral Agent with maturities of 2 years or less from the
date of acquisition, securities with maturities of 180 days or less from the date of acquisition issued or fully guaranteed or insured as to payment of principal and interest by the United States Treasury, and certificates of deposit with maturities
of 365 days or less from the date of acquisition issued by a FDIC-insured financial institution);

Minus



| | (g) | Availability Reserves.
| | --- | ----------------------

Borrowing Base B: At any time that the Indenture Agreement restricts Indebtedness, the sum that the Lead Borrower and
those Obligors that are Restricted Subsidiaries (as defined in the Indenture Agreement) are permitted to incur as Indebtedness (as defined in the Indenture Agreement) hereunder on a consolidated basis without violating the Indenture Agreement.

Borrowing Base Certificate: Defined in Section 5.4.

Business Day: Any day (with any references herein to time of day requirements meaning such times based on Eastern time)
other than (a) Saturday or Sunday; (b) any day on which banks in Boston, Massachusetts or New York City, New York, generally are not open to the general public for the purpose of conducting commercial banking business; or (c) a day on
which the principal office of the Administrative Agents or any Lender is not open to the general public to conduct business.

Business Plan: The Borrowers business plan annexed hereto as EXHIBIT 5.12(b) and any revision, amendment,
or update of such business plan, provided such revision, amendment, or update has been accepted in writing by the Administrative Agent.

Capital Adequacy Demand: Defined in Section 14.8.

Capital Adequacy Charge: Defined in Section 14.8.

Capital Expenditures: The expenditure of funds or the incurrence of liabilities which are capitalized in accordance
with GAAP.



9



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Capital Lease: Any lease which is capitalized in accordance with GAAP.

Certificate: Any certificate in form and substance acceptable to the Agents. Each Certificate shall be
deemed to be given under oath by the signatory to such Certificate.

Change in Control: The occurrence of
any of the following:

(a) The failure of the Lead Borrower to directly or indirectly own, beneficially and of record, 100% of
the capital stock of all of the other Obligors; provided, however,it shall not constitute a Change in Control under this Agreement if the Lead Borrower no longer owns 100% of the capital stock of any other Obligor as a result of
a merger or consolidation of such other Obligor with and into Lead Borrower, with Lead Borrower being the survivor thereof.

(b) The acquisition after the date hereof, by any group of persons (within the meaning of the Securities Exchange Act of 1934, as amended)
or by any Person, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended), directly or indirectly, of 50% or more of the issued and outstanding capital stock of any Obligor having the right to
vote for the election of directors of such Obligor.

(c) More than half of the persons who were directors of the Lead Borrower
on the first day of any period consisting of Twelve (12) consecutive calendar months (the first of which Twelve (12) month periods commencing with the first day of the month during which this Agreement was executed), cease, for any reason
other than death or disability, to be directors of the Lead Borrower, and the board of directors as thereafter constituted is not acceptable to the Administrative Agent.

Chattel Paper: Has the meaning given that term in the UCC.

Closing Date: The date on which all conditions precedent in Article III of this Agreement are satisfied.

Collateral: Defined in Section 8.1.

Collateral Agent: Defined in the Preamble.

Collateral Interest: Any interest in property to secure an obligation, including, without limitation, a security interest, mortgage, and deed of trust.

Commitment: With respect to each Lender, that respective Lenders Dollar Commitment.

Concentration Account: Defined in Section 7.3(a)(i).



10



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Consolidated: When used to modify a financial term, test, statement, or
report, refers to the application or preparation of such term, test, statement, or report (as applicable) based upon the consolidation, in accordance with GAAP, with any adjustments or modifications agreed to between the Lead Borrower and the
Administrative Agent, of the financial condition or operating results of the Borrowers.

Costa Rican
Facilities: Includes (i) Property # A F 007368-000; Industrial Unit A2, Alajuela, District 09 Rio Segundo, County 01, (ii) Property # A 182290-00, Alajuela, District 02 San Jose, County 01, (iii) Property # A 205774-000,
Alajuela, District 02 San Jose, County 01, and (iv) Property # P 084214-000, lot for construction, Puntarenas, District 01 Quepos, County 06.

Costa Rican Transaction: The sale or lease of the Costa Rican Facilities individually or as a whole.

Costs of Collection: Includes, without limitation, all attorneys reasonable fees and reasonable out-of-pocket expenses incurred by the Agents attorneys, and all reasonable
costs incurred by any Agent including, without limitation, reasonable costs and expenses associated with any bankruptcy or insolvency proceeding or travel on behalf of any Agent, where such costs and expenses are directly or indirectly related to or
in respect of such Agents: administration and management of the Liabilities; negotiation, documentation, and amendment of any Loan Document; or efforts to preserve, protect, collect, or enforce the Collateral, the Liabilities, and/or the
Agents Rights and Remedies and/or any of the rights and remedies of any such Agent against or in respect of any guarantor or other person liable in respect of the Liabilities (whether or not suit is instituted in connection with such efforts).
Costs of Collection shall also include the reasonable costs and expenses similar to the foregoing of Lenders Special Counsel. The Costs of Collection are Liabilities, and at the Administrative Agents option may bear interest
at the then effective Base Margin Rate.

Credit Card Advance Rate: Ninety Percent (90%).

Customer Credit Liability: Gift certificates, customer deposits, merchandise credits, layaway obligations, frequent
shopping programs, and similar liabilities of any Borrower to its retail customers and prospective customers.

Customs
Broker Agreement: An agreement in form satisfactory to the Collateral Agent, among the Lead Borrower or any Obligor, Collateral Agent, Term Loan Collateral Agent, and a customs broker or other carrier, in which the customs broker or other
carrier acknowledges that it has control over and holds the documents evidencing ownership of the subject Inventory for the benefit of the Collateral Agent and the Term Loan Collateral Agent and agrees, upon notice from the Collateral Agent or the
Term Loan Collateral Agent, to hold and dispose



11



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of the subject Inventory solely as directed by the Collateral Agent or the Term Loan Collateral Agent.

DDA: Any checking or other demand depository account maintained by any of the Borrowers other than an Exempt DDA.

Deposit Account: Has the meaning given that term in the UCC.

Determined Value: At the relevant time of reference thereto, the appraised value of such assets on fair market value
basis determined by the most recent appraisal thereof acceptable to the Collateral Agent in its discretion.

Distributions: Includes (i) the payment of any dividends or other distributions on capital stock of the Lead
Borrower (except distributions in such stock), and (ii) the redemption or acquisition of Securities.

Documents: Has the meaning given that term in the UCC.

Documents of Title: Has the meaning given that term in the UCC.

Dollar Commitment: As set forth on EXHIBIT 2.22, annexed hereto (as such amounts may change in accordance with
the provisions of this Agreement). The aggregate of the Dollar Commitments shall not exceed the Revolving Credit Loan Ceiling.

Domestic Distribution Centers: The Borrowers distribution centers located at the Headquarters Facility and Naval
Yard, Philadelphia, or elsewhere upon prior written notice to the Collateral Agent.

EBITDA: The
Borrowers Consolidated earnings (excluding extraordinary gains and gains from the sale of assets other than in the ordinary course of business) before interest, taxes, depreciation, amortization, loss on extinguishment of debt, and other
non-cash expenses properly deducted in determining earnings in accordance with GAAP. The term non-cash expenses includes, without limitation, stock-based compensation expense, gain or loss on impairment of long-lived assets, and gain or
loss on disposal of assets.

Eligible Accounts: Includes an Account owing to a Borrower with respect to
(A) the leasing of a customer list or marketing services, (B) an Account owing to a Borrower arising from a department or specialty store or other location in which a Borrower leases or licenses a portion of the space in such store, or
(C) a wholesale Account, each of which arose in the ordinary course of a Borrowers business from the lease of customer lists, sale of goods or rendition of services. Eligible Accounts shall be determined without duplication of Eligible
Credit Card Receivables. In no event shall Accounts purchased by a Borrower or held by a Borrower whose stock has been purchased by a Borrower constitute Eligible Accounts until after a determination thereof has been made by the Collateral



12



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Agent in its reasonable discretion (determined in accordance with customary credit considerations). Without limiting the generality of the foregoing, no Account shall be an Eligible Account if:



| | (i) | it arises out of a sale made by a Borrower to a Subsidiary or an Affiliate of a Borrower or to a Person controlled by an Affiliate of a Borrower; or
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | (a) if arising under clause (A) above, it is due or unpaid more than 60 days after the original due date shown on the invoice or more than 90 days after the date
of such invoice;
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b) if arising under clause (B) above, it is due or unpaid more than 30 days from the
date such account is owing under the applicable agreement; or

(c) if arising under clause (C) above, it is due or unpaid
more than 60 days after the original due date shown on the invoice or more than 120 days after the date of such invoice;



| | (iii) | 50% or more of the Accounts from the Account Debtor are not deemed Eligible Accounts hereunder; or
| | ----- | --------------------------------------------------------------------------------------------------



| | (iv) | the total unpaid Accounts of the Account Debtor exceed 20% of the net amount of all Eligible Accounts, to the extent of such excess (other than those Account Debtors as
to which the Collateral Agent has agreed in writing that this clause (iv) does not apply); or
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | any covenant, representation or warranty contained in the Agreement with respect to such Account has been breached; or
| | --- | ----------------------------------------------------------------------------------------------------------------------



| | (vi) | the Account Debtor is also a Borrowers creditor or supplier, or the Account Debtor has disputed liability with respect to such Account, or the Account Debtor has
made any claim with respect to any other Account due from such Account Debtor to any Borrower or the Account otherwise is or may become subject to any right of setoff by the Account Debtor (but in the case of such claims or setoff, the portion of
the Accounts of such Account Debtor in excess of the amount at any time and from time to time owed by such Borrower to such Account Debtor or claimed owed by such Account Debtor may be an Eligible Account); or
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vii) | the Account Debtor has commenced a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or made an assignment for
the benefit of creditors, or a decree or order for relief has been entered by a court having jurisdiction in the premises in respect of the Account Debtor in an involuntary case under the federal bankruptcy laws, as now constituted or hereafter
amended, or any other petition or other application for relief under the federal bankruptcy laws has been filed against the Account Debtor, or if the Account Debtor has failed,
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | suspended business, ceased to be solvent, or consented to or suffered a receiver, trustee, liquidator or custodian to be appointed for it or for all or a significant portion of its assets or
affairs; or
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (viii) | it arises from a sale to an Account Debtor outside the United States, unless the sale is on letter of credit, guaranty or acceptance terms, in each case acceptable to
Collateral Agent in its sole discretion; or
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ix) | it arises from a sale to the Account Debtor on a bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval, consignment or any other repurchase or return basis;
or
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (x) | the Account Debtor is the United States of America or any department, agency or instrumentality thereof, unless such Borrower assigns its right to payment of such
Account to Collateral Agent for the benefit of the Lenders, in a manner satisfactory to Collateral Agent, so as to comply with the Assignment of Claims Act of 1940 (31 U.S.C. §§ 203 et seq., as amended); or
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (xi) | the Account is not at all times subject to Lenders duly perfected, first priority security interest and no other Encumbrance other than a Permitted Encumbrance;
or
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (xii) | the goods giving rise to such Account have not been delivered to and accepted by the Account Debtor or the services giving rise to such Account have not been performed
by a Borrower and accepted by the Account Debtor or the Account otherwise does not represent a final sale; or
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (xiii) | the Account is evidenced by chattel paper or an Instrument of any kind, or has been reduced to judgment; or
| | ------ | -----------------------------------------------------------------------------------------------------------



| | (xiv) | such Borrower has made any agreement with the Account Debtor for any deduction therefrom, except for discounts or allowances which are made in the ordinary course of
business for prompt payment and which discounts or allowances are reflected in the calculation of the face value of each invoice related to such Account; or
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (xv) | such Borrower has made an agreement with the Account Debtor to extend the time of payment thereof in the ordinary course of business (provided, however that such
Account shall cease to be an Eligible Account if it is due or unpaid beyond the applicable limited period of days after the original invoice date or original due date set forth in clause (ii) above); or
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (xvi) | the Account is otherwise deemed unacceptable by the Collateral Agent in its reasonable discretion (determined in accordance with customary credit considerations).
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



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The criteria for Eligible Accounts set forth above may only be changed and any new criteria
for Eligible Accounts may only be established by Collateral Agent in its reasonable credit judgment (determined in accordance with customary credit considerations) based on either: (i) an event, condition or other circumstance arising
after the date hereof, or (ii) an event, condition or other circumstance existing on the date hereof to the extent Collateral Agent has no written notice thereof from Borrower prior to the date hereof, in either case under clause (i) or
(ii) which adversely affects or could reasonably be expected to adversely affect the Accounts in the good faith determination of Collateral Agent. Any Accounts which are not Eligible Accounts shall nevertheless be part of the Collateral.

Eligible Credit Card Receivables: Accounts due on a non-recourse basis from major credit card processors
(which, if due on account of a private label credit card program, are deemed in the reasonable discretion of the Collateral Agent to be eligible (determined in accordance with customary credit considerations)), which accounts have been outstanding
for no more than Five (5) Business Days.

Eligible Finished Goods Inventory: Eligible Inventory
consisting of finished goods.

Eligible Fixed Assets: The Headquarters Facility to the extent that it is
(a) owned by the Borrowers, (b) subject to a Mortgage, (c) properly insured in accordance with the provisions of Section 4.9, and (d) not encumbered by an Encumbrance other than Permitted Encumbrances.

Eligible Inventory: Borrowers Inventory in the United States, at such locations, and of such types, character,
quality and quantities, as the Collateral Agent in its reasonable discretion from time to time determines to be acceptable for inclusion in the calculation of the Borrowing Base purposes (determined in accordance with customary credit
considerations), as to which the Collateral Agent has a perfected security interest that is prior and superior to all claims and all Encumbrances (other than Permitted Encumbrances, subject to the Collateral Agents rights to establish Reserves
therefore). In no event shall Inventory purchased by a Borrower out of the ordinary course or held by a Borrower whose common stock has been purchased by a Borrower constitute Eligible Inventory until after the results of an appraisal thereof
satisfactory to Collateral Agent in its discretion has been performed by an appraiser satisfactory to Collateral Agent in its reasonable discretion and the determination thereof has been made by the Collateral Agent in its reasonable discretion
(determined in accordance with customary credit considerations).

In no event, shallEligible Inventory
include: (i) any non-merchandise inventory (such as labels, bags, and packaging materials); (ii) damaged goods, return to vendor merchandise, packaways, consigned inventory, and other similar categories of Goods; (iii) any Inventory
located in any store of the Borrowers which has been closed for business for more than 20 days in any fiscal quarter; and (iv) work in process.



15



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Eligible In-Transit Inventory:That portion of the Borrowers
Inventory (without duplication of other Eligible Inventory and Eligible L/C Inventory) that meets the following criteria, which criteria may be revised by the Collateral Agent in its reasonable discretion (determined in accordance with customary
credit considerations) from time to time after the Closing Date:



| | (a) | such Inventory currently is in transit (whether by vessel, air, or land) from a location outside of the continental United States to one of the Borrowers Domestic
Distribution Centers, which is expected to be delivered to such Domestic Distribution Center and received by such Borrower within 30 days,
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | title to such Inventory has passed to the Borrower,
| | --- | ---------------------------------------------------



| | (c) | such Inventory is insured against types of loss, damage, hazards, and risks, and in amounts, satisfactory to the Collateral Agent in its reasonable discretion,
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | such Inventory either
| | --- | ---------------------



| | (1) | is the subject of a negotiable bill of lading that (x) is consigned to Lender (either directly or by means of endorsements), (y) was issued by the carrier
respecting the subject Inventory, and (z) either is (I) in the possession of Collateral Agent or a customs broker or (II) if such Inventory was the subject of a documentary L/C, the subject of a telefacsimile copy that Collateral Agent has
received from the Issuer which issued the LC and as to which Collateral Agent also has received a confirmation from such Issuer that such document is in-transit by air-courier to Collateral Agent or a customs broker, or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | is the subject of a negotiable cargo receipt and is not the subject of a bill of lading (other than a negotiable bill of lading consigned to, and in the possession of,
a consolidator or Collateral Agent, or their respective agents) and such negotiable cargo receipt is (x) consigned to Collateral Agent (either directly or by means of endorsements), (y) that was issued by a consolidator respecting the
subject Inventory, (z) that either is (I) in the possession of Collateral Agent or a customs broker, or (II) if such Inventory was the subject of a documentary L/C, the subject of a telefacsimile copy that Collateral Agent has received
from the Issuer which issued the LC and as to which Collateral Agent also has received a confirmation from such Issuer that such document is in-transit by air-courier to Collateral Agent or a customs broker, and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (f) | Borrower has provided a Borrowing Base Certificate to Collateral Agent that certifies that, to the best knowledge of Borrower, such Inventory meets all
of Borrowers representations and warranties contained in the
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



16



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| | Loan Documents concerning Eligible Inventory, that Borrower knows of no reason why such Inventory would not be accepted by the Borrower when it is delivered to Borrower, and that the shipment as
evidenced by the documents conforms to the related order documents.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Eligible L/C
Inventory: That portion of the Borrowers Inventory (without duplication of other Eligible Inventory and Eligible In-Transit Inventory) the purchase of which is supported by a documentary L/C and which is expected to be delivered to
such Domestic Distribution Center and received by such Borrower within 30 days, provided that

(a) Such Inventory is of
such types, character, quality and quantities as the Collateral Agent in its reasonable discretion (determined in accordance with customary credit considerations) from time to time determines to be Eligible Inventory; and

(b) The documentary L/C which relate to such shipment names the Collateral Agent as consignee of the subject Inventory and the Collateral
Agent has control over the documents which evidence ownership of the subject Inventory (such as by the providing to the Collateral Agent of a Customs Brokers Agreement to the Collateral Agent).

Eligible Liquid Collateral: Each of the following:



| | (i) | a money market fund whose assets consist entirely of cash, securities with maturities of 180 days or less from the date of acquisition issued or fully guaranteed or
insured as to payment of principal and interest by the United States Treasury, and certificates of deposit with maturities of 365 days or less from the date of acquisition issued by a FDIC-insured financial institution;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | certificates of deposit with maturities of 365 days or less from the date of acquisition issued by a FDIC-insured financial institution;
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | securities with maturities of 180 days or less from the date of acquisition issued or fully guaranteed or insured as to payment of principal and interest by the United
States Treasury; and
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | senior unsecured bonds of a domestic corporate issuer rated at least A- by a rating agency acceptable to the Collateral Agent with maturities of 2 years or less from
the date of acquisition;
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

in each case only to the extent (i) subject to the Collateral Agents first
priority, perfected, valid, and enforceable security interest to secure the Liabilities; (ii) immediately available to the Collateral Agent; (iii) not subject to any restriction on their use (other than in favor of Collateral



17



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Agent and the Term Loan Collateral Agent; and (iv) either held by Bank of America or by another financial institution acceptable to the Collateral Agent with whom the Collateral Agent and
the applicable Borrower have agreed to a written control agreement in form and substance satisfactory to Collateral Agent. In no event shall Investment Property or other assets or investments which are assets or investments of a Security-Free Rabbi
Trust held under an Approved Security-Free SERP constitute Eligible Liquid Collateral.

Eligible Nondomestic Licensing
Accounts: Accounts arising from licensing or franchising of Borrowers intellectual property which would qualify as Eligible Accounts except that it arises from an Account Debtor outside the United States, which is subject in each
case to due diligence and approval by the Collateral Agent and first priority perfection under the local law of the United States and the local laws of the jurisdiction of such Account Debtor.

Eligible Raw Materials Inventory: Eligible Inventory consisting of raw materials .

Employee Benefit Plan: As defined in ERISA.

Encumbrance: Each of the following:

(a) Any security interest,
mortgage, pledge, hypothecation, lien, attachment, or charge of any kind (including any agreement to give any of the foregoing); the interest of a lessor under a Capital Lease; conditional sale or other title retention agreement; sale of Accounts or
Chattel Paper; or other arrangement pursuant to which any Person is entitled to any preference or priority with respect to the property or assets of another Person or the income or profits of such other Person or which constitutes an interest in
property to secure an obligation; each of the foregoing whether consensual or non-consensual and whether arising by way of agreement, operation of law, legal process or otherwise.

(b) The filing of any financing statement under the UCC or comparable law of any jurisdiction.

End Date: The date upon which both (a) all Liabilities have been indefeasibly paid in full and (b) all
obligations of the Agents and Lenders to make loans and advances and to provide other financial accommodations to the Borrowers hereunder shall have been irrevocably terminated.

Environmental Laws: All of the following:

(a) Any and all federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees or requirements which regulate or relate to, or impose any standard of



18



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conduct or liability on account of or in respect to environmental protection matters, including, without limitation, Hazardous Materials, as are now or hereafter in effect.

(b) The common law relating to damage to Persons or property from Hazardous Materials.

Equipment: Includes, without limitation, Obligors Goods which qualify as equipment as defined in the
UCC.

ERISA: The Employee Retirement Income Security Act of 1974, as amended, together with all orders,
regulations and interpretations thereunder or related thereto.

ERISA Affiliate: Any Person which is under
common control with the Obligors within the meaning of Section 4001 of ERISA or is part of a controlled group including the Obligors and which would be treated as a single employer under Section 414(b), (c), (m), and (o) of the
Internal Revenue Code of 1986, as amended.

Events of Default: Defined in Article X. Each reference to an
Event of Default is to an Event of Default that has not duly waived in writing by the Administrative Agent. In the event of such due waiver, the so-waived Event of Default shall be deemed never to have occurred, other than with respect
to any post-default interest which accrued prior to such waiver and with respect to any reimbursement obligation in respect of any Costs of Collection.

Excess Availability: The difference of (a) Availability minus (b) all then past due obligations of the Borrowers (other than those being contested in good faith for
which adequate reserves have been established by Borrowers), including accounts payable which are beyond customary trade terms and rent obligations for leases which are beyond applicable grace periods.

Exempt DDA: A depository account maintained by any Obligor, the only contents of which may be transfers from the
Operating Account and actually used solely (i) for petty cash purposes; or (ii) for payroll and payroll taxes, together with such other depository accounts agreed to by Collateral Agent in writing as constituting an Exempt DDA.

First Agreement: That certain Loan and Security Agreement dated May 24, 1998, by and between Lead Borrower, Cave
Springs and Fleet Capital Corporation, successor-by-assignment to Fleet Retail Group, Inc., as amended.

Fiscal Year: Each Twelve (12) month accounting period of the Borrowers, which ends on
September 30thof each year.

Fixed Charge Coverage Ratio: For any twelve month period, the ratio of Borrowers consolidated (a) EBITDA
minus Gross Non-Financed Capital Expenditures minus



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the payment of any dividends or other distributions on capital stock of the Lead Borrower (except distributions in such stock), plus (or minus) the increase (or decrease) in
total deferred rent liability, to (b) scheduled cash interest expense, plusscheduled principal payments on account of current maturities of long term Indebtedness, plus, without duplication, payments for the scheduled redemption
or acquisition of Securities, plus income taxes paid in cash, all as determined in accordance with GAAP, provided, however, that contributions made by Borrowers under any Approved Security-Free SERP into a Security-Free Rabbi Trust
shall be treated as a reduction of EBITDA as used in the calculation of the Fixed Charge Coverage Ratio, and the GAAP Supplemental Employee Retirement Plan expense related to such Security-Free Rabbit Trust will not be treated as a reduction of
EBITDA as used in the calculation of the Fixed Charge Coverage Ratio.

Fixtures: Has the meaning given that
term in the UCC.

GAAP: Principles which are consistent with those promulgated or adopted by the Financial
Accounting Standards Board and its predecessors (or successors) in effect and applicable to that accounting period in respect of which reference to GAAP is being made, provided, however, in the event of a Material Accounting Change, then unless
otherwise specifically agreed to by the Lead Borrower and the Administrative Agent, (a) the Lead Borrowers compliance with the financial performance covenants imposed pursuant to Section 5.12 shall be determined as if such
Material Accounting Change had not taken place and (b) the Lead Borrower shall include, with its monthly, quarterly, and annual financial statements a schedule, certified by its chief financial officer, on which the effect of such Material
Accounting Change to the statement with which provided shall be described.

General Intangibles: Includes,
without limitation, general intangibles as defined in the UCC; and also all: rights to payment for credit extended; deposits; amounts due to the Obligors; credit memoranda in favor of the Obligors; warranty claims; tax refunds and
abatements; insurance refunds and premium rebates; all means and vehicles of investment or hedging, including, without limitation, options, warrants, and futures contracts; records; customer lists; telephone numbers; goodwill; causes of action;
judgments; payments under any settlement or other agreement; payments or right to receive payments on account of any transfer of any interest in any Leasehold Interest; literary rights; rights to performance; royalties; license and/or franchise
fees; rights of admission; licenses; franchises; license agreements, including all rights of the Obligors to enforce the foregoing; permits, certificates of convenience and necessity, and similar rights granted by any governmental authority;
patents, patent applications, patents pending, and other intellectual property; internet addresses and domain names; developmental ideas and concepts; proprietary processes; blueprints, drawings, designs, diagrams, plans, reports, and charts;
catalogs; manuals; technical data; computer software programs (including the source and object codes therefor), computer



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records, computer software, rights of access to computer record service bureaus, service bureau computer contracts, and computer data; tapes, disks, semi-conductors chips and printouts; trade
secrets rights, copyrights, copyrightable materials, copyright registrations and applications, mask work rights and interests, and derivative works and interests; user, technical reference, and other manuals and materials; trade names, trademarks,
service marks, and all goodwill relating thereto; registrations, applications for registration of the foregoing; and all other intangible property of the Obligors in the nature of intellectual property; proposals; cost estimates, and reproductions
on paper, or otherwise, of any and all concepts or ideas, and any matter related to, or connected with, the design, development, manufacture, sale, marketing, leasing, or use of any or all property produced, sold, or leased, by the Obligors or
credit extended or services performed, by the Obligors, whether intended for an individual customer or the general business of the Obligors, or used or useful in connection with research and development by the Obligors.

Goods: Has the meaning given that term in the UCC.

Gross Margin: With respect to the subject accounting period for which it is being calculated, the decimal equivalent of
the following:

Sales (Minus) Cost of Goods Sold

Sales

Gross Non-Financed Capital Expenditures: The amount
equal to: (a) Capital Expenditures minus (b) only to the extent included in clause (a) hereof, the amount of Capital Expenditures financed through Indebtedness (other than Indebtedness incurred under this Agreement).

Hazardous Materials: Any (a) hazardous materials, hazardous waste, hazardous or toxic substances or petroleum
products, which (as to any of the foregoing) are defined or regulated as a hazardous material in or under any Environmental Law and (b) oil in any physical state.

Headquarters Facility: The Obligors headquarters building and related real estate located at 456 North Fifth Street, Philadelphia, Pennsylvania 19123.

Import Landing Costs: To the extent not included in the Stated Amount of an L/C, Landing Costs for Inventory, the
purchase of which is supported by such L/C, or customs, duty, freight, and other out-of-pocket costs and expenses which will be expended to land in transit Inventory and which is not included in invoices for prepaid Inventory.

Indebtedness: All indebtedness and obligations of or assumed by any Person on account of or in respect to
any of the following:



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(a) Money borrowed (including any indebtedness which is non-recourse to the credit of such
Person but which is secured by an Encumbrance on any asset of such Person) whether or not evidenced by a promissory note, bond, debenture or other written obligation to pay money;

(b) Any reimbursement obligations and other liabilities of such Person with respect to surety bonds (whether bid, performance or
otherwise) letter of credit or acceptance transactions (including, without limitation, the Stated Amount of all outstanding letters of credit and acceptances issued for the account of such Person, and (without duplication) any amount for which such
Person would be obligated to provide reimbursement or for which such Person is liable in connection with a letter of credit or acceptance transaction;

(c) The provision of recourse in connection with the sale or discount of Accounts or Chattel Paper of such Person;

(d) On account of recourse or repayment obligations with respect to deposits or advances;

(e) As lessee under Capital Leases;

(f) In connection with any sale and leaseback
transaction.

(g) All obligations with respect to redeemable stock and redemption or repurchase obligations under any equity
securities issued by such Person.

Indebtedness also includes:

(a) Indebtedness of others secured by an Encumbrance on any asset of such Person, whether or not such Indebtedness is assumed by or is a
personal liability of such Person.

(b) Any guaranty, endorsement, suretyship or other undertaking pursuant to which that
Person may be liable on account of any obligation of any third party other than on account of the endorsement of checks and other items in the ordinary course.

(c) The Indebtedness of a partnership or joint venture in which such Person is a general partner or joint venturer.

Indemnified Person: Defined in Section 14.13.



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Indenture Agreement: That certain Indenture Agreement dated as of
August 5, 2002, by and between the Lead Borrower, as Issuer, Cave Springs, Inc., eSpeciality Brands, LLC, Dan Howard Industries, Inc., Mothers Stores, Inc., as subsidiary guarantors, and J.P. Morgan Trust Company, National Association, as
trustee, as amended, modified, or supplemented from time to time.

Index Business Day: Any day which is both
a Business Day and a day on which the principal market in LIBOR deposits in London in which Bank of America or its successors participate is open for dealings in United States Dollar deposits.

Index Loan: Any Revolving Credit Loan which bears interest at an Index Rate.

Index Margin: As determined pursuant to the applicable section of the Margin Pricing Grid set forth in
Section 2.11(f), for loans initiated on or after the date when so set, that is to say Index contracts in effect at the time of increases/decreases in margin will remain in effect at the margin originally utilized when the contract
was opened. The margin in effect at a given time will apply to contracts opened at that time, and shall be based upon the Margin Pricing Grid.

Index Offer Rate: For any Interest Period with respect to any Index Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (BBA LIBOR), as
published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the Index Offer Rate for such
Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Index Loan being
made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of Americas London Branch to major banks in the London interbank eurodollar market at their request at approximately
11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period. In the event that the Index Offer Rate for an Index Loan cannot be determined through any of the methods provided above, it will be determined in whatever
manner Administrative Agent may reasonably determine or if Administrative Agent deems that it cannot be determined, the Index Offer Rate will be unavailable. Index Rate: That per annum rate (calculated on a 365/366-day year and
actual days elapsed) equal to the Index Offer Rate plus the Index Margin except that, in the event that the Administrative Agent determines that any Lender may be subject to the Reserve Percentage, the Index Rate shall mean, with respect
to any Index Loans then outstanding (from the date on which that Reserve Percentage first became applicable to such loans), and with respect to all Index



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Loans thereafter made, an interest rate per annum equal the sum of (a) plus (b), where:

(a) is the decimal equivalent of the following fraction:

Index Offer Rate

1 minus Reserve Percentage

(b) is the applicable Index Margin.

Instruments: Has the
meaning given that term in the UCC.

Intercreditor Agreement: That certain Intercreditor Agreement dated as
of even date herewith by and among the Administrative Agent, the Collateral Agent, the Term Loan Agent, and the Term Loan Collateral Agent, acknowledged by the Obligors as of the date hereof, as it may be amended or restated.

Interest Payment Date: With reference to:

(a) Each Index Loan: the earlier of the last day of the Interest Period relating thereto or quarterly, whichever is earlier, and the Termination Date and the End Date.

(b) Each Base Margin Loan: the last Business Day of each month in arrears; the Termination Date; and the End Date.

Interest Period:

(a) With respect to each Index Loan: subject to Subsection (b), below, the period commencing on the date of the making or continuation of, or conversion to, the subject Index Loan and ending on the day
that corresponds numerically to such date, One (1), Two (2), Three (3), or Six (6) months thereafter, as the Lead Borrower may elect by irrevocable notice (pursuant to Section 2.5(b)) to the Administrative Agent.

(b) The setting of Interest Periods is in all instances subject to the following:

(i) Any Interest Period for a Index Loan which would otherwise end on a day that is not a Index Business Day shall be extended to the
next succeeding Index Business Day, unless that succeeding Index Business Day is in the next calendar month, in which event such Interest Period shall end on the last Index Business Day of the month during which the Interest Period ends.



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(ii) Subject to Subsections (iii) and (iv), below, any Interest Period applicable to a
Index Loan, which Interest Period begins on a day for which there is no numerically corresponding day in the calendar month during which such Interest Period ends, shall end on the last Index Business Day of the month during which that Interest
Period ends.

(iii) Any Interest Period which would otherwise end after the Revolving Credit Termination Date shall end on the
Revolving Credit Termination Date.

(iv) The Lead Borrower shall not select, renew, or convert any interest rate for a
Revolving Credit Loan such that, in addition to interest at the Base Margin Rate, there are more than Six (6) Interest Periods applicable to Index Loans at any one time.

Inventory: Includes, without limitation, inventory as defined in the UCC and also all: packaging, advertising, and shipping materials related to any of the foregoing, and
all names or marks affixed or to be affixed thereto for identifying or selling the same; Goods held for sale or lease or furnished or to be furnished under a contract or contracts of sale or service by the Obligors, or used or consumed or to be used
or consumed in the Obligors business; Goods of said description in transit: returned, repossessed and rejected Goods of said description; and all Documents (whether or not negotiable) which represent any of the foregoing.

Inventory Advance Rate: The following percentages for the applicable timeframes:



|                                                                                                                                                                                                                                                   |  |            |     |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------- | --- | -
|Timeframe                                                                                                                                                                                                                                          |  | Percentage |    
|From the Closing Date to (but not including) the first day of the first calendar month beginning after the first anniversary of
the Closing Date                                                                                                   |  |            | 100 | %
|From and including the first day of the first calendar month beginning after the first anniversary of the Closing Date to (but
not including) the first day of the first calendar month beginning after the second anniversary of the Closing Date |  |            | 95  | %



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|                                                                                                                                    |  |  |    |  
|----------------------------------------------------------------------------------------------------------------------------------- |  |  | -- | -
|From and including the first day of the first calendar month beginning after the second anniversary of the Closing Date to
Maturity |  |  | 90 | %

Inventory
Reserves: Such reserves as may be established from time to time by the Collateral Agent in the Collateral Agents reasonable discretion with respect to the determination (determined in accordance with customary credit considerations)
of the saleability, at Retail, of the Eligible Inventory or which reflect such other factors as affect the market value of the Eligible Inventory. Without limiting the generality of the foregoing, Inventory Reserves may include (but are not limited
to) reserves based on the following:

(i) Obsolescence (based upon Inventory on hand beyond a given number of days).

(ii) Seasonality.

(iii) Shrinkage.

(iv) Imbalance.

(v) Change in Inventory character.

(vi) Change in Inventory composition.

(vii) Change in Inventory mix.

(viii) Markdowns (both permanent and point of sale)

(ix) Retail markons and markups inconsistent with prior period practice and performance; industry standards; current business plans; or advertising calendar and planned advertising events.

(x) Return to vendors.



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(xi) Damage.

(xii) Inventory in the possession of any bailee.

(xiii) Design room Inventory.

Investment Property: Has the meaning given that term in the UCC.

Issuer: The issuer of any L/C.

Landlord State: Initially Washington, Virginia, and Pennsylvania and such other states in which a landlords claim for rent has priority over the Encumbrances of the Collateral
Agent in the Collateral.

L/C: Any letter of credit, the issuance of which is procured by the Administrative
Agent for the account of any Borrower and any acceptance made on account of such letter of credit, including without limitation, any letter of credit presently issued by Bank of America, including without limitation any letter of credit issued under
the First Agreement, Second Agreement, and the Special Purpose Letter of Credit.

Lease: Any lease or other
agreement, no matter how styled or structured, pursuant to which any Obligor is entitled to the use or occupancy of any space.

Leasehold Interest: Shall mean the Obligors leasehold estate or interest in each of the properties subject to a
Lease at or upon which any Obligor conducts business, offers any Inventory for sale, or maintains any of the Collateral, whether or not for retail sale, together with the Obligors interest in any of the improvements and fixtures located upon
or appurtenant to each such estate or interest, including without limitation, any rights of the Obligor to payment, proceeds or value of any kind or nature realized upon the sale, transfer or assignment of any such estate or interest, whether or not
such sale, assignment or transfer occurs during any case commenced under the Bankruptcy Code.

Lenders Special
Counsel: Shall mean counsel retained by the Lenders other than the Agent.

Letter-of-Credit
Rights: Has the meaning given that term in the UCC and also refers to any right to payment or performance under an L/C, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance.

Liabilities: Includes, without limitation, the following:

(a) All and each of the following, whether now existing or hereafter arising under this Agreement or under any of the other Loan
Documents:



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(i) Any and all direct and indirect liabilities, debts, and obligations of the Obligors to
any Agent or the Lenders, each of every kind, nature, and description.

(ii) Each obligation to repay any loan, advance,
indebtedness, note, obligation, overdraft, or amount now or hereafter owing by the Obligors to any Agent or the Lenders, (including all future advances whether or not made pursuant to a commitment by any Agent or the Lenders), whether or not any of
such are liquidated, unliquidated, primary, secondary, secured, unsecured, direct, indirect, absolute, contingent, or of any other type, nature, or description, or by reason of any cause of action which any Agent or the Lenders, may hold against the
Obligors.

(iii) All notes and other obligations of the Obligors now or hereafter assigned to or held by any Agent or the
Lenders, each of every kind, nature, and description.

(iv) All interest, fees, and charges and other amounts which may be
charged by any Agent or the Lenders, to the Obligors and/or which may be due from the Obligors to any Agent or the Lenders, from time to time, including, without limitation, interest and fees that accrue after the commencement by or against any
Obligor or any Affiliate thereof of any proceeding under the Bankruptcy Code naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

(v) All costs and expenses incurred or paid by any Agent or the Lenders, in respect of any agreement between the Obligors and any Agent
or the Lenders, or instrument furnished by the Obligors to any Agent or Lenders (including, without limitation, Costs of Collection, attorneys reasonable fees, including reasonable fees and expenses of Lenders Special Counsel), and all
court and litigation costs and expenses).

(vi) Any and all covenants of the Obligors to or with any Agent or the Lenders, and
any and all obligations of the Obligors to act or to refrain from acting in accordance with any agreement between the Obligors and any Agent or the Lenders, or instrument furnished by the Obligors to any Agent or the Lenders.

(vii) Each of the foregoing as if each reference to Agent, were to each Affiliate of such Agent and each of the foregoing as
if each reference to Lenders, were to each Affiliate of the Lenders.



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(b) Any and all direct or indirect liabilities, debts, and obligations of the Obligors to
any Agent or the Lenders or any Affiliate of any Agent or Affiliate of the Lenders, each of every kind, nature, and description owing on account of any service or accommodation provided to, or for the account of any Obligors pursuant to this or any
other Loan Document, including cash management services and the issuances of L/Cs, including without limitation the Special Purpose Credit.

(c) Notwithstanding the foregoing, Indebtedness arising solely under the Term Loan Agreement does not constitute Liabilities as that term is defined herein.

Liquidation: The exercise, by the Collateral Agent, of those rights accorded to the Collateral Agent under the Loan
Documents as a creditor of the Obligors following and on account of the occurrence of an Event of Default looking towards the realization on the Collateral. Derivations of the word Liquidation (such as Liquidate) are used
with like meaning in this Agreement.

Liquid Collateral Investments: The Borrowers Investment Property
in which the Collateral Agent holds a first priority (other than a prior security interest held by the securities intermediary maintaining a securities account in which the Investment Property is maintained, to the extent such prior security
interest secures the securities intermediarys customary fees and charges), perfected, valid, and enforceable lien and security interest to secure the Liabilities, which are not subject to any restriction on their use (other than restrictions
in favor of Collateral Agent), but excluding any Investment Property or any other assets of any Security-Free Rabbi Trust.

Loan Account: Defined in Section 2.8.

Loan Documents: This Agreement, each instrument and document executed and/or delivered as contemplated by Article III,
below (including without limitation the fee letters by and between any of the Agents and the Borrowers or any of the Lenders and the Borrowers) and each other instrument or document from time to time executed and/or delivered in connection with the
arrangements contemplated hereby or in connection with any transaction with any Agent or any Affiliate of any Agent, including, without limitation, any transaction which arises out of any cash management (including any ACH transfer arrangements),
depository, investment, letter of credit (including, without limitation, the Special Purpose Credit), or interest rate protection, or equipment leasing services provided by any Agent or any Affiliate of any Agent, as each may be amended from time to
time.

Margin Adjustment Date: As defined in Section 2.11(f).



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Margin Pricing Grid: Provides for quarterly adjustment to the interest
rate to be charged on Revolving Credit Loans based upon the level of Pricing Adjusted Availability then existing and is shown in Section 2.11(f).

Master Letter of Credit Agreement: Defined in Section 2.18(d).

Material Accounting Change: Any change in GAAP applicable to accounting periods subsequent to the Borrowers fiscal year most recently completed prior to the execution of this
Agreement, if such change has a material effect on the Borrowers financial condition or operating results, as reflected on financial statements and reports prepared by or for the Borrowers, when compared with such condition or results as if
such change had not taken place, or where preparation of the Borrowers statements and reports in compliance with such change results in the breach of a financial performance covenant imposed pursuant to Section 5.12, where such a
breach would not have occurred if such change had not taken place or visa versa.

Material Adverse Effect:(a) Any material adverse change in the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Obligors (taken as a whole), (b) the material impairment of the ability of
any Obligors to perform its Liabilities, or of the Agents ability to enforce the Liabilities or realize upon any portion of the Collateral, or (c) a material impairment of the priority of the liens with respect to the Collateral.

Maturity Date:March 13, 2012, or if such day is not a Business Day, the next succeeding Business Day.

Mortgage: Includes, but not limited to, that certain existing mortgage as described in
Section 8.3, as the same may be amended, modified, renewed, extended, replaced, restated or substituted from time to time, executed by the Lead Borrower and PIDC Financing Corporation in favor of the Collateral Agent, for the benefit of
the Lenders.

Mortgaged Property: Includes the Headquarters Facility and any Real Estate which is subject to
any Mortgage.

Net Capital Expenditures: The amount equal to: (a) Capital Expenditures minus
(b) the amount of tenant improvement allowances received in cash, to the extent not already deducted from clause (a) hereof.

New HQ Encumbrance Amount: The maximum amount of Indebtedness secured by an Encumbrance permitted by clause (j) of the definition of Permitted Encumbrances.

NOLV: Net orderly liquidation value of any item or group of items of Inventory as determined by the Collateral Agent in
accordance with customary credit



30



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considerations after review of the then-most recent appraisal report prepared by an appraiser satisfactory to the Collateral Agent, as updated from time to time as the Collateral Agent may
reasonably determine.

Nondomestic Licensing Advance Rate: The amount determined by the Collateral
Agents sole discretion from time to time as being the Nondomestic Licensing Advance Rate.

Notice
Address: With respect to the Administrative Agent, as provided in Section 12.1.

With respect to the
Collateral Agent, as provided in Section 12.1.

With respect to any Lender, as indicated adjacent to such
Lenders signature at the foot of this Agreement. With respect to any Person who becomes a Lender hereafter pursuant to Section 7.2 of the Agency Agreement, as indicated in the Assignment and Acceptance of such Person.

Each Notice Address is subject to change as provided in Section 12.1.

Obligor: Individually, each Guarantor and each Borrower, and, Obligors, collectively, the Borrower
and Guarantors.

Operating Account: Defined in Section 7.3(a)(iii).

Overloan: A loan, advance, or providing of credit support (such as the issuance of any L/C) to the extent that, at the
time it is made, it exceeds Availability immediately prior to the making of such loan, advance, or providing of credit support.

Participant: Defined in Section 14.16.

Payment Intangible: Has the meaning given that term in the UCC and also refers to any general intangible under which
the Account Debtors primary obligation is a monetary obligation.

Percentage Commitment: As set forth
on EXHIBIT 2.22, annexed hereto, reflecting, with respect to any Lender, the ratio of (i) the amount of the Dollar Commitment of such Lender to (ii) the aggregate amount of the Dollar Commitments of all Lenders (as such percentage
may change in accordance with the provisions of this Agreement).

Permissible Overloans: Defined in the
Agency Agreement.

Permitted Acquisition: Any acquisition by Borrowers, whether by purchase, merger or
otherwise, of all or substantially all of the assets of, of more than 50% of the capital stock of, or a business line or a division of, any Person; provided:



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| | (i) | immediately prior to, and after giving effect thereto, no Suspension Event or Event of Default shall have occurred and be continuing or would result therefrom;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | all transactions in connection therewith shall be consummated in accordance with all applicable laws and in conformity with all applicable governmental authorizations;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | all of the capital stock acquired or otherwise issued by such Person or any newly formed Subsidiary of a Borrower in connection with such acquisition shall be pledged
to Collateral Agent, for the benefit of Lenders, pursuant hereto, and Borrowers shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary of Borrowers, each of the Permitted Acquisition Requirements; and
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | all Persons, assets or divisions acquired shall be in the lines of business in which Obligors are currently engaged or in a business reasonably related thereto or such
other lines of business as may be consented to by Administrative Agent.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Permitted Acquisition
Requirements:The Borrowers (a) immediately causing any new Subsidiary to become a Borrower or guarantor hereunder, as determined by the Administrative Agent, by executing and delivering to Administrative Agent a counterpart agreement
acceptable to Administrative Agent in its discretion, (b) immediately thereupon, causing the Collateral Agent to hold in such acquired assets or capital stock a first priority perfected Collateral Interest (subject only to Permitted
Encumbrances) to secure the Liabilities and (c) taking all such actions and executing and delivering, or causing to be executed and delivered, all such documents, instruments, agreements, and certificates as Agent may require in its discretion.

Permitted Creation: Any creation by Borrowers of a Person wholly-owned by Borrowers, provided:



| | (i) | immediately prior to, and after giving effect thereto, no Suspension Event or Event of Default shall have occurred and be continuing or would result therefrom;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | all transactions in connection therewith shall be consummated in accordance with all applicable laws and in conformity with all applicable governmental authorizations;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | all of the capital stock acquired or otherwise issued by such Person or any newly formed Subsidiary of a Borrower in connection with such acquisition shall be pledged
to Collateral Agent, for the benefit of Lenders, pursuant hereto, and Borrowers shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary of Borrowers, each of the Permitted Creation Requirements; and
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (v) | all Persons, assets or divisions created shall be in the lines of business in which Obligors are currently engaged or in a business reasonably related thereto or such
other lines of business as may be consented to by Administrative Agent.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Permitted Creation
RequirementsThe Borrowers (a) immediately causing any new Subsidiary to become a Borrower or guarantor hereunder, as determined by the Administrative Agent, by executing and delivering to Administrative Agent a counterpart agreement
acceptable to Administrative Agent in its discretion, (b) immediately thereupon, causing the Collateral Agent to hold in such acquired assets or capital stock a first priority perfected Collateral Interest (subject only to Permitted
Encumbrances) to secure the Liabilities and (c) taking all such actions and executing and delivering, or causing to be executed and delivered, all such documents, instruments, agreements, and certificates as Agent may require in its discretion.

Permitted Encumbrances: The following:

(a) Encumbrances in favor of the Collateral Agent.

(b) Those Encumbrances (if any) listed on EXHIBIT 4.7, annexed hereto.

(c)
Those Encumbrances securing the Term Loan Facility.

(d) Liens securing the payment of taxes, either not yet overdue or the
validity of which is being contested in good faith by the Obligors and for which the Obligors have established adequate cash reserve; non-consensual statutory liens (other than liens securing the payment of taxes) arising in the ordinary course of
Obligors business to the extent such liens secure (i) indebtedness that is not overdue, or (ii) indebtedness relating to claims or liabilities which are fully insured and being defended at the sole cost and expense and at the sole
risk of the insurer or are being contested by the Obligors in good faith by appropriate proceedings diligently pursued, in each instance prior to the commencement of foreclosure or other similar proceedings and provided that adequate reserves
therefor have been set aside on the Obligors books (provided, however, that the inclusion of any of the foregoing as Permitted Encumbrances shall not affect their respective relative priorities vis-à-vis the
security interests created herein), or (iii) zoning restrictions, easements, licenses, covenants and other restrictions affecting the use of real property.

(e) Deposits under workmens compensation, unemployment insurance and social security laws, or to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed



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money) or leases, or to secure statutory obligations or surety or appeal bonds, or to secure indemnity, performance or other similar bonds arising in the ordinary course of business.

(f) Landlords liens arising by operation of law where waivers have not been obtained.

(g) Purchase money security interests or capitalized equipment leases on any Equipment acquired or held by the Obligors and securing
Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such Equipment; provided however that (i) any such Encumbrance attaches to such property concurrently with or within twenty
(20) days after the acquisition thereof, (ii) such Encumbrance attaches solely to the Equipment so acquired in such transaction, and (iii) the principal amount of the Indebtedness secured thereby does not exceed 100% of the cost of
such Equipment; provided, however, that with respect to any Indebtedness on account of purchase money security interests or capitalized leases on or of such Equipment that arises during a period in which (x) the outstanding principal
amount of Indebtedness arising after the date hereof on account of purchase money security interests or capitalized equipment leases on or of such Equipment exceeds (y) $5,000,000 (the Excess Indebtedness), the holder of any such
Excess Indebtedness shall have agreed that the Collateral Agent shall have the right to utilize, at no cost or expense to the Agents or Lenders (other than a pro rated amount for the period in which the Collateral Agent is utilizing such Equipment),
such Equipment to the extent necessary or appropriate to sell, lease or otherwise dispose of the Collateral, such agreement to be in form and substance satisfactory to the Collateral Agent in its sole discretion, provided further, that the
foregoing proviso shall not apply to any Equipment that is located in the headquarters portion, and not the Domestic Distribution Center portion, of the Headquarters Facility.

(h) Purchase money security interests on any Acquired Real Property and securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such Acquired Real
Property; provided however that (i) any such Encumbrance attaches to such Acquired Real Property concurrently with or within twenty (20) days after the acquisition thereof, (ii) such Encumbrance attaches solely to the Acquired
Real Property so acquired in such transaction or the improvements and fixtures thereon, and (iii) the principal amount of the Indebtedness secured thereby does not exceed 100% of the cost of such Acquired



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Real Property, together with the improvements and fixtures thereon.

(i)
Purchase money security interests on any improvements or fixtures on Acquired Real Property securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such improvements or fixtures on the Acquired
Real Property; provided however that (i) any such Encumbrance attaches to such improvements or fixtures on the Acquired Real Property concurrently with or within twenty (20) days after the acquisition thereof, (ii) such
Encumbrance attaches solely to Acquired Real Property or the improvements or fixtures thereon, and (iii) the principal amount of the Indebtedness secured thereby does not exceed 100% of the cost of the Acquired Real Property, together with the
improvements and fixtures thereon .

(j) Purchase money security interests on any improvements to or fixtures on or the
construction of an addition or additions to the Headquarters Facility or additional buildings at the Headquarters Facility securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of constructing, or of
acquiring such additions, improvements or fixtures on the Headquarters Facility; provided however that (i) any such Encumbrance attaches to such improvements or fixtures on the Headquarters Facility concurrently with or within twenty
(20) days after the acquisition thereof, (ii) such Encumbrance attaches solely to the Headquarters Facility or the improvements or fixtures thereon, and (iii) the principal amount of the Indebtedness secured thereby does not exceed
100% of the cost of such additions, improvements and fixtures provided, however, that the holder of any such Indebtedness shall have agreed that the Collateral Agent shall have the right to utilize the Domestic Distribution Center portion of
the Headquarters Facility, at no cost or expense to the Agents or Lenders (other than a pro rated amount for the period in which the Collateral Agent is utilizing such portion of the Headquarters Facility), to the extent necessary or appropriate to
sell, lease or otherwise dispose of the Collateral, such agreement to be in form and substance satisfactory to the Collateral Agent in its sole discretion.

(k) Inclusive of those Encumbrances (if any) listed on EXHIBIT 4.7 in favor of landlords, liens or security interests held by the Borrowers landlords for up to a maximum of twenty
(20) store locations in the aggregate.

Permitted Store Openings/Closings: See Section 4.6(d)(ii).



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Person: Any individual, sole proprietorship, partnership, joint venture,
trust, unincorporated organization, association, corporation, limited liability company, institution, entity, party or foreign or United States government (whether federal, state, county, city, municipal or otherwise), including, without limitation,
any instrumentality, division, agency, body or department thereof.

PIDA: Pennsylvania Industrial
Development Authority, a body corporate and politic.

PIDA Mortgage: The existing mortgage held by PIDA on
the Headquarters Facility.

PIDC Financing Corporation:PIDC Financing Corporation, a Pennsylvania
non-profit corporation.

Pricing Adjusted Availability: The sum of:

(i) The sum of (a) the lesser of (I) Borrowing Base A; or (II) At any time that the Indenture Agreement restricts
Indebtedness, the sum that the Lead Borrower and those Obligors that are Restricted Subsidiaries (as defined in the Indenture Agreement) are permitted to incur as Indebtedness (as defined in the Indenture Agreement) hereunder on a consolidated basis
without violating the Indenture Agreement; plus (b) the average amount of Liquid Collateral Investments for the applicable fiscal quarter (for purposes of the calculation of this average amount, any overnight funds consisting of
Liquid Collateral Investments shall be included only on the date of purchase of such overnight funds).

Minus

(ii) The aggregate unpaid balance of the Loan Account

Minus

(iii) The aggregate undrawn Stated Amount of all then outstanding
L/Cs.

Proceeds: Includes, without limitation, Proceeds as defined in the UCC (defined
below), and proceeds of all Collateral.

Pro Forma Fixed Charge Coverage Ratio: For any twelve month period,
the ratio of Borrowers consolidated (a) EBITDA during such period minus projected Gross Non-Financed Capital Expenditures for the following twelve month period minusprojected Distributions for the following twelve month
period plus (or minus) the projected increase (or decrease) in total deferred rent liability for the following twelve month period, to (b) projected cash interest expense for the following twelve month period, plus
projected principal payments on account of current maturities of long term Indebtedness for the following twelve month period, plus projected income taxes paid in cash for the following twelve month period, all as determined in accordance
with GAAP, provided, however, that contributions made by Borrowers under any Approved Security-Free SERP into a Security-Free



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Rabbi Trustshall be treated as a reduction of EBITDA as used in the calculation of the Pro Forma Fixed Charge Coverage Ratio, and the GAAP Supplemental Employee Retirement Plan expense related to
such Security-Free Rabbi Trusts will not be treated as a reduction of EBITDA as used in the calculation of the Pro Forma Fixed Charge Coverage Ratio. Any projections used in computing Pro Forma Fixed Charge Coverage Ratio shall be determined by the
Borrowers and acceptable to the Administrative Agent in its reasonable discretion.

Property: Any interest
in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

Pro Rata: (a)
With respect to any Lender vis-à-vis any other Lender, a fraction (expressed as a percentage), the numerator of which shall be the amount of such Lenders Dollar Commitment and the denominator of which shall be the aggregate of all of
the Lenders Dollar Commitments, as adjusted from time to time in accordance with the provisions of Section 7.1 of the Agency Agreement, provided that, if all Loan Commitments have been terminated, the numerator shall be the
unpaid amount of such Lenders Loans and its interest in L/C exposure and the denominator shall be the aggregate unpaid principal amount of all unpaid Loans and L/C exposure.

Real Estate: Includes all real property including the Headquarters Facility, owned or leased (as lessee or sublessee)
by the Borrowers or any of their Subsidiaries.

Real Estate Advance Rate: Sixty Percent (60%).

Receipts: All cash, cash equivalents, checks, and credit card slips and receipts as arise out of the sale of the
Collateral.

Receivables Collateral: That portion of the Collateral which consists of rights to payment.

Regulatory Change: Defined in Section 2.21(c).

Requirement of Law: As to any Person:

(a) (i) All statutes, rules, regulations, orders, or other requirements having the force of law and (ii) all court orders and injunctions, arbitrators decisions, and/or similar rulings, in each
instance ((i) and (ii)) of or by any federal, state, municipal, and other governmental authority, or court, tribunal, panel, or other body which has or claims jurisdiction over such Person, or any property of such Person, or of any other Person for
whose conduct such Person would be responsible.



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(b) That Persons charter, certificate of incorporation, articles of organization,
and/or other organizational documents, as applicable; and

(c) That Persons by-laws and/or other instruments which deal
with corporate or similar governance, as applicable.

Reserve Percentage: The decimal equivalent of that
rate applicable to a Lender under regulations issued from time to time by the Board of Governors of the Federal Reserve System for determining the maximum reserve requirement of that Lender with respect to LIBOR liabilities as defined in
such regulations. The Reserve Percentage applicable to a particular Index Loan shall be based upon that in effect during the subject Interest Period, with changes in the Reserve Percentage which take effect during such Interest Period to take effect
(and to consequently change any interest rate determined with reference to the Reserve Percentage) if and when such change is applicable to such loans.

Reserves: The following: Availability Reserves and Inventory Reserves.

Revolving Credit: Defined in Section 2.1(a).

Revolving Credit Commitment Fee: Defined in Section 2.12.

Revolving Credit Early Termination Fee: Defined in Section 2.15.

Revolving Credit Loans: Defined in Section 2.1(a).

Revolving Credit Loan Ceiling: $65,000,000, provided that at the written request of the Borrowers, accompanied by a
certificate of each Obligors respective Secretary as to the due adoption and continued effectiveness of each corporate resolution adopted with respect to such increase and attesting to the true signatures of each Person authorized as a
signatory to any document effecting such increase, and with the prior written consent of the Administrative Agent in its sole discretion, the Revolving Credit Loan Ceiling shall be increased an additional $20,000,000, in increments of $2,500,000 up
to a maximum Revolving Credit Loan Ceiling of $85,000,000. Notwithstanding the foregoing, at any time that the Indenture Agreement restricts Indebtedness, the Revolving Credit Loan Ceiling shall at no time exceed the amount that the Indenture
Agreement permits Borrowers and the Restricted Subsidiaries (as defined in the Indenture Agreement) to incur as Indebtedness (as defined in the Indenture Agreement) hereunder at such time.

Revolving Credit Note: Defined in Section 2.9.

Revolving Credit Obligations: The aggregate of the Borrowers liabilities, obligations, and indebtedness of any
character on account of or in respect to the Revolving Credit.



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Second Agreement: That certain Amended and Restated Loan and Security
Agreement dated as of October 15, 2004, by and between Borrowers, Guarantors, Agents, and Lenders, as amended (except as amended hereby).

Second Mortgage Cap: The amount as might be agreed to from time to time between the Collateral Agent and PIDA as constituting the extent of the mortgage lien evidenced by the PIDA
Mortgage, subject to further reduction upon Collateral Agents determination that the holder of the PIDA Mortgage has agreed in writing to further limitations on the extent of its mortgage lien in the Headquarters Facility.

Security: Shall have the same meaning as in Section 2(1) of the Securities Act of 1933, as amended.

Security-Free Rabbi Trust: Shall be the grantor trusts established by Mothers Work, Inc. in accordance with Internal
Revenue Service Revenue Procedure 92-64 to accept both employer and employee contributions made under the terms of the Approved Security-Free SERPS, so long as the Lead Borrower has designated such grantor trust as a Security-Free Rabbi Trust in a
writing delivered to the Administrative Agent, which writing designates the name of the trust company with whom such trust has been established and the date of such establishment. In no circumstances shall the Collateral Agent or the Lenders under
this Agreement have a security interest in the assets of such grantor trusts.

Series A Preferred Stock:
All shares of Series A Preferred Stock of the Lead Borrower that were issued and then redeemed by the Lead Borrower which shares continue to be held as of the date hereof by
certain holders pending presentation by such holders of proper documentation to the Lead Borrower required to receive payment in respect of such redemption.

Special Purpose Credit: Shall mean the letter of credit issued under that certain Letter of Credit and Reimbursement
Agreement dated as of July 1, 1998 among the Lead Borrower, Fleet Capital Corporation, as predecessor-in-interest to the Administrative Agent as Lender, and Fleet National Bank, predecessor in interest to Bank of America, related to those
certain $4,000,000 Philadelphia Authority for Industrial Development Variable/Fixed Rate Federally Taxable Economic Development Bonds (Mothers Work, Inc. Project) Series of 1995, as it may be or may have been amended, modified, restated,
supplemented, replaced, or substituted.

Stated Amount: The maximum amount for which an L/C may be honored,
less any amounts already drawn thereunder.

Subordinated Debt: Includes unsecured Indebtedness of Borrowers
that is subordinated to the Liabilities in a manner, under terms and subject to a written agreement satisfactory to Administrative Agent.



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Subsidiary: Any corporation of which more than Fifty Percent
(50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time stock of any other class of such corporation shall have or might have
voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned by any Obligor, or any partnership, joint venture or limited liability company of which more than fifty percent (50%) of the outstanding
equity interests are at the time, directly or indirectly, owned by any Obligor or any partnership of which any Obligor is a general partner.

Supporting Obligation: Has the meaning given that term in the UCC and also refers to a Letter-of-Credit Right or secondary obligation which supports the payment or performance of an
Account, Chattel Paper, a Document, a General Intangible, an Instrument, or Investment Property.

Suspension
Event: Any occurrence, circumstance, or state of facts with respect to a Borrower which (a) is an Event of Default; or (b) would become an Event of Default if any requisite notice were given and/or any requisite period of time
were to run and such occurrence, circumstance, or state of facts were not cured within any applicable grace period.

Sweep Period: Defined in Section 7.3(e).

Sweep Suspension: Defined in Section 7.3(e).

SwingLine Lender: Bank of America or its successor, or another financial institution designated by the Administrative
Agent.

SwingLine Loan Ceiling: $10,000,000.

SwingLine Loans: Defined in Section 2.7(a).

SwingLine Note: Defined in Section 2.7(c).

Tax: In relation to any Index Loans and the applicable Index Rate, any tax, levy, impost, duty, deduction, withholding
or charges of whatever nature required to be paid by the Agent and/or (ii) to be withheld or deducted from any payment otherwise required hereby to be made by the Borrowers to the Agent; provided, that the term Tax shall not
include any taxes imposed upon the net income of the Agent.

Term Loan Agent: Bank of America, N.A. in its
capacity as agent under the Term Loan Agreement or any successor therein.

Term Loan Collateral Agent: Bank
of America, N.A. in its capacity as collateral agent under the Term Loan Agreement or any successor therein.



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Term Loan Agreement: That certain senior term loan facility of even date
between Borrowers and Bank of America, N.A. as Term Loan Agent.

Term Loan Facility: That certain term loan
facility in the initial amount of $90,000,000, subject to increase to up to $140,000,000 as provided under and as documented by the Term Loan Agreement.

Term Priority Collateral: As defined in the Intercreditor Agreement.

Termination Date: The earliest of (a) the Maturity Date; or (b) the occurrence of any event described in Section 10.11, below; or (c) the date set as the Termination
Date in a notice by the Administrative Agent to the Lead Borrower on account of the occurrence of any Event of Default other than as described in Section 10.11, below; or (d) the date of the Borrowers termination of the Lenders
commitments to advance Revolving Credit Loans hereunder.

Transfer: Wire transfer pursuant to the wire
transfer system maintained by the Board of Governors of the Federal Reserve Board, or as otherwise may be agreed to from time to time by the Administrative Agent. Wire instructions may be changed in the same manner that Notice Addresses may be
changed pursuant to Section 12.1 of this Agreement, except that no change of the wire instructions for Transfers to the Administrative Agent shall be effective without the consent of the Administrative Agent.

UCC: The Uniform Commercial Code as presently in effect in New York as used herein in the context of any definitions;
otherwise, as in effect from time to time is New York.

Unused Line Fee: Defined in
Section 2.14.

Voting Stock: Includes securities of any class or classes of a corporation the
holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the corporate directors (or Persons performing similar functions).

ARTICLE II. - THE REVOLVING CREDIT

2.1 ESTABLISHMENT
OF REVOLVING CREDIT.

(a) The Lenders hereby establish a revolving line of
credit (the Revolving Credit) in the Borrowers favor pursuant to which the Lenders, acting through the Administrative Agent, shall make loans and advances and otherwise provide financial accommodations to and for the account
of the Borrowers until the Maturity Date its Pro Rata share of advances (each, a Revolving Credit Loan) as provided herein in each instance equal to its applicable Percentage Commitment of Availability, up to a maximum amount of
its applicable Dollar Commitment. The obligations of each Lender hereunder shall be several and not joint.



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(b) Loans, advances, and financial accommodations under the Revolving Credit shall be made
with reference to the Borrowing Base and shall be subject to Availability. The Borrowing Base and Availability shall be determined by the Collateral Agent by reference to Borrowing Base Certificates furnished as provided in Section 5.4
below (subject to Reserves established by the Collateral Agent):

(c) The commitment of each Lender to provide such loans,
advances, and financial accommodations is subject to Section 2.2.

(d) The proceeds of borrowings under the
Revolving Credit shall be used solely to refinance the Second Agreement, to provide financing for working capital purposes, debt prepayments (including on account of the notes issued under the Indenture Agreement and any prepayment fees and costs
and expenses related thereto), Distributions, Capital Expenditures and other general corporate purposes of the Borrowers, all solely to the extent permitted by this Agreement. No proceeds of a borrowing under the Revolving Credit may be used, nor
shall any be requested, with a view towards the accumulation of any general fund or funded reserve of the Borrowers other than in the ordinary course of the Borrowers business and consistent with the provisions of this Agreement.

2.2 ADVANCES IN EXCESS OF BORROWING BASE
(OVERLOANS).

(a) No Lender has any obligation to make any loan or advance, or otherwise to provide any
credit to or for the benefit of the Borrowers where the result of such loan, advance, or credit is an Overloan except in respect to Permissible Overloans which the Agents deem prudent.

(b) The Lenders obligations, among themselves, are subject to Section 3.3 of the Agency Agreement (which relates to
each Lenders making amounts available to the Administrative Agent) and to Sections 6.1(d) and 6.5(a) of the Agency Agreement (which relate to Permissible Overloans).

(c) The Lenders providing of an Overloan on any one occasion does not affect the obligations of the Borrowers hereunder (such as the Borrowers obligation to immediately repay any amount which
otherwise constitutes an Overloan) nor shall it obligate the Lenders to do so on any other occasion.

2.3
RISKS OF VALUE OF COLLATERAL.

Any reference to
a given asset in connection with the making of loans, credits, and advances and the providing of financial accommodations under the Revolving Credit and/or the monitoring of compliance with the provisions hereof shall not be deemed a determination
by any Agent or the Lenders relative to the actual value of the asset in question. All risks concerning the value of the Collateral are and remain upon the Obligors. All Collateral secures the prompt, punctual, and faithful performance of the
Liabilities and, with respect to the Guarantor, secures its Liabilities, whether or not relied upon by the Agents in connection with the making of loans,



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credits, and advances and the providing of financial accommodations under the Revolving Credit.

2.4 COMMITMENT TO MAKE REVOLVING CREDIT LOANS AND SUPPORT LETTERS
OF CREDIT.

Subject to the provisions of this Agreement, the Lenders shall make a loan or
advance under the Revolving Credit and the Administrative Agent shall endeavor to have an L/C issued for the account of the Borrowers, in each instance if duly and timely requested by the Lead Borrower as provided herein provided that:

(a) No Overloan is then outstanding and none will result therefrom.

(b) No Suspension Event or Event of Default has occurred or would result therefrom.

2.5 REVOLVING CREDIT LOAN REQUESTS.

(a) Requests for loans and advances under the Revolving Credit or for the continuance or conversion of an interest rate applicable to a
Revolving Credit Loan may be requested by the Lead Borrower in such manner as may from time to time be reasonably acceptable to the Administrative Agent.

(b) Subject to the provisions of this Agreement, the Lead Borrower may request a Revolving Credit Loan and elect an interest rate and Interest Period to be applicable to that Revolving Credit Loan by
giving notice to the Administrative Agent by no later than the following:



| | (i) | If such Revolving Credit Loan is to be or is to be converted to a Base Margin Loan: By 1:00 p.m. on the Business Day on which the subject Revolving Credit Loan is to be
made or is to be so converted . Base Margin Loans requested by the Lead Borrower, other than those resulting from the conversion of an Index Loan, shall not be less than $10,000.00.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | If such Revolving Credit Loan is to be or is to be converted to an Index Loan: By 1:00 p.m., three (3) Index Business Days before the commencement of any new
Interest Period or the end of the then applicable Interest Period. Index Loans and conversions to Index Loans shall each be not less than $1,000,000.00 and in increments of $500,000.00 in excess of such minimum.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | Any Index Loan which matures while a Suspension Event or Event of Default exists, may be converted, at the option of the Administrative Agent, to a
Base Margin Loan notwithstanding any
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | notice from the Lead Borrower that such Revolving Credit Loan is to be continued as an Index Loan.
| | --------------------------------------------------------------------------------------------------

(c) Any request for a Revolving Credit Loan or for the continuance or conversion of a Revolving Credit Loan which is made after the applicable deadline therefor, as set forth above, shall be deemed to
have been made at the opening of business on the then next Business Day or Index Business Day, as applicable, unless the Administrative Agent, in its discretion, determines to deem it to have been made earlier. Each request for a Revolving Credit
Loan or for the conversion of a Revolving Credit Loan shall be made in such manner as may from time to time be acceptable to the Administrative Agent.

(d) Intentionally omitted.

(e) The Lead Borrower may request that the
Administrative Agent cause the issuance of L/Cs for the account of the Borrowers as provided in Section 2.18.

(f) The Administrative Agent may rely on any request for a loan or advance, or other financial accommodation under the Revolving Credit
which the Administrative Agent, in good faith, believes to have been made by a Person duly authorized to act on behalf of the Lead Borrower and may decline to make any such requested loan or advance, or issuance, or to provide any such financial
accommodation pending the Administrative Agents being furnished with such documentation concerning that Persons authority to act as may be satisfactory to the Administrative Agent. As an accommodation to Borrowers, Administrative Agent
may in its discretion permit telephonic requests for Revolving Credit Loans and electronic transmittal of instructions, authorizations, agreements or reports to Administrative Agent by Borrowers, provided that Administrative Agent only shall accept
or act upon telephonic or electronic communications from an authorized representative of Lead Borrower, or such other individuals identified by Lead Borrower from time to time in a written notice delivered to Administrative Agent. Administrative
Agent and Lenders shall have no liability to Borrowers for any loss or damage suffered by Borrowers as a result of Administrative Agents honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any
reports communicated to it telephonically or electronically and purporting to have been sent to Administrative Agent by an authorized representative of Borrowers, and Administrative Agent shall have no duty to verify the origin of any such
communication or the authority of the Person sending it.

(g) A request by the Lead Borrower for loan or advance or other
financial accommodation under the Revolving Credit shall be irrevocable and shall constitute certification by each Borrower that as of the date of such request, each of the following is true and correct:



| | (i) | There has been no material adverse change in the Borrowers financial condition (taken as a whole) from the most recent financial information furnished
Administrative Agent or any Lender pursuant to this Agreement.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (ii) | Each representation, not relating to a specific date, which is made herein or in any of the Loan Documents is then true and correct in all material respects as of and
as if made on the date of such request (except (A) to the extent of changes resulting from transactions contemplated or permitted by this Agreement or the other Loan Documents and changes occurring in the ordinary course of business which
singly or in the aggregate would not reasonably be expected to have a Material Adverse Effect and (B) to the extent that such representations and warranties expressly relate to an earlier date).
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | No Suspension Event or Event of Default has occurred which is continuing.
| | ----- | -------------------------------------------------------------------------

(h) If, at any time or from time to time, a Suspension Event or Event of Default exists which is continuing,



| | (i) | The Administrative Agent may suspend the Revolving Credit immediately, in which event neither the Administrative Agent nor the Lenders shall be obligated during such
suspension to make any loans or advances or to provide any financial accommodation hereunder or to seek the issuance of any L/C.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | The Administrative Agent may suspend the right of the Lead Borrower to request any Index Loan or to convert any Base Margin Loan to an Index Loan.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------

2.6 MAKING OF REVOLVING CREDIT
LOANS.

(a) A loan or advance under the Revolving Credit shall be made by the Transfer of the proceeds of
such loan or advance to the Operating Account or as otherwise instructed by the Lead Borrower.

(b) A loan or advance shall be
deemed to have been made under the Revolving Credit (and the Borrowers shall be indebted to the Agent or Lenders for the amount thereof immediately) upon the Administrative Agents initiation of the Transfer of the proceeds of such loan or
advance in accordance with the Lead Borrowers instructions (if such loan or advance is of funds requested by the Lead Borrower) or the charging of the amount of such loan to the Loan Account (in all other circumstances).

(c) There shall not be any recourse to or liability of the Agent or Lenders (except to the extent caused by the gross negligence or
willful misconduct of the Agent or Lenders as determined by a court of competent jurisdiction), on account of:



| | (i) | Any delay in the making of any loan or advance requested under the Revolving Credit.
| | --- | ------------------------------------------------------------------------------------



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| | (ii) | Any delay by any bank or other depository institution in treating the proceeds of any such loan or advance as collected funds.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------



| | (iii) | Any delay in the receipt, and/or any loss, of funds which constitute a loan or advance under the Revolving Credit, the wire transfer of which was properly initiated by
the Agent or Lenders in accordance with wire instructions provided to the Administrative Agent by the Lead Borrower).
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.7 SWINGLINE LOANS.

(a) For
ease of administration of Revolving Credit Loans, Revolving Credit Loans which are Base Margin Loans may be made by the Administrative Agent, in its capacity as the SwingLine Lender (in the aggregate, the SwingLine Loans) in
accordance with the procedures set forth in this Agreement for the making of Revolving Credit Loans. The unpaid principal balance of the SwingLine Loans shall not at any one time be in excess of the SwingLine Loan Ceiling (which SwingLine Loan
Ceiling is subject to amendment from time to time, by reasonable advance notice by the Administrative Agent to the Lead Borrower).

(b) The aggregate unpaid principal balance of SwingLine Loans shall bear interest at the rate applicable to Base Margin Loans and shall be repayable as a Revolving Credit Loan under the Revolving Credit.

(c) The Borrowers obligation to repay SwingLine Loans may be evidenced by a Note in the form of EXHIBIT 2.7
(SwingLine Note), executed by the Borrowers and payable to the Administrative Agent. Neither the original nor a copy of the SwingLine Note shall be required to establish or prove any Liability. Upon the Lead Borrower being
provided with an affidavit (which shall include an indemnity reasonably satisfactory to the Lead Borrower) from the Administrative Agent to the effect that the SwingLine Note has been lost, mutilated, or destroyed, the Borrowers shall execute and
deliver a replacement of any SwingLine Note to the Administrative Agent.

(d) For all purposes of this Loan Agreement, the
SwingLine Loans and the Borrowers obligations to the Administrative Agent constitute Revolving Credit Loans and are secured as Liabilities.

(e) SwingLine Loans may be subject to periodic settlement with the Lenders.

2.8 THE LOAN ACCOUNT.

(a) An account (Loan Account) shall be opened on the books of the Administrative Agent in which a record shall be kept
of all loans and advances made under the Revolving Credit.

(b) The Administrative Agent may also keep a record (either in the
Loan Account or elsewhere, as the Administrative Agent may from time to time elect) of all interest, fees,



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service charges, costs, expenses, and other debits owed to the Agent and the Lender on account of the Liabilities and of all credits against such amounts so owed.

(c) All credits against the Liabilities shall be conditional upon receipt of final payment to the Administrative Agent and the Lenders of
the items giving rise to such credits. The amount of any item credited against the Liabilities which is charged back against the Agent or the Lenders for any reason or is not so paid shall be a Liability and shall be added to the Loan Account,
whether or not the item so charged back or not so paid is returned.

(d) Except as otherwise provided herein, all fees,
service charges, costs, and expenses for which the Borrowers are obligated hereunder are payable on demand. In the determination of Availability, the Administrative Agent may deem fees, service charges, accrued interest (except for interest charged
on Index Loans, which, unless charged earlier, shall be charged on the Interest Payment Date), and other payments which will be due and payable between the date of such determination and the first day of the then next succeeding month as having been
advanced under the Revolving Credit whether or not such amounts are then due and payable.

(e) The Administrative Agent,
without the request of the Lead Borrower, may advance under the Revolving Credit any interest, fee, service charge, or other payment to which the Agent or any Lender is entitled from the Borrowers pursuant hereto and may charge the same to the Loan
Account notwithstanding that such amount so advanced may result in Borrowing Base being exceeded. Any amount which is added to the principal balance of the Loan Account as provided in this Section 2.8(e) shall bear interest, at the
interest rate then and thereafter applicable to Base Margin Loans. Such action on the part of the Administrative Agent shall not constitute a waiver of the Administrative Agents right or the Borrowers obligations under
Section 2.10(b).

(f) Any statement rendered by the Agent or the Lenders to the Borrowers concerning the
Liabilities shall, in the absence of manifest error, be considered correct and accepted by the Borrowers and shall be conclusively binding upon the Borrowers unless the Lead Borrower provides the Administrative Agent with written objection thereto
within Twenty (20) days from the mailing of such statement, which written objection shall indicate, with particularity, the reason for such objection. In the absence of manifest error, the Loan Account and the Agents and Lenders
books and records concerning the loan arrangement contemplated herein and the Liabilities shall be prima facie evidence and proof of the items described therein.

2.9 THE REVOLVING CREDIT NOTE.

The Borrowers obligation to repay loans and advances under the Revolving Credit, with interest as provided herein, may be evidenced by a Note or Notes (each, individually, and collectively, in the
aggregate, a Revolving Credit Note) in the form of EXHIBIT 2.9, annexed hereto, executed by the Lead Borrower and the other Borrowers, payable to the applicable Lender. Neither the original nor a copy of any Revolving
Credit Note shall be required, however, to establish or prove any Liability. Upon the Lead Borrower being provided with an affidavit (which shall include an indemnity reasonably satisfactory to the Lead Borrower) from any Lender



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to the effect that a Revolving Credit Note has been lost, mutilated, or destroyed, the Lead Borrower and the other Borrowers shall execute and deliver a replacement thereof to such Lender.

2.10 PAYMENT OF THE LOAN ACCOUNT.

(a) The Borrowers may repay all or any portion of the principal balance of the Loan Account from time to time
until the Termination Date, without premium or penalty except as expressly set forth herein.

(b) The Borrowers, without
notice or demand from the Administrative Agent, shall pay the Administrative Agent that amount, from time to time, which is necessary so that there is no Overloan outstanding.

(c) The Borrowers shall repay the then entire unpaid balance of the Revolving Credit and all other Liabilities on the Termination
Date.

(d) The Administrative Agent shall cause payments, pursuant to Sections 2.10(a) and 2.10(b), to be
applied in accordance with Section 7.5(a) of this Agreement, provided that the Administrative Agent shall cause those application of payments (if any), pursuant to Sections 2.10(a) and 2.10(b)against Index Loans then
outstanding in such manner as results in the least cost to the Borrowers, but shall not have any affirmative obligation to do so nor liability on account of the Administrative Agents failure to have done so. In no event shall action or
inaction taken by the Administrative Agent excuse the Borrowers from any indemnification obligation under Section 2.10(e).

(e) Upon the request of the Administrative Agent, each Borrower, jointly and severally, shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any loss, cost or
expense (including loss of anticipated profits) which the Agent or Lenders may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of any of the following:



| | (i) | Default by the Borrowers in payment of the principal amount of or any interest on any Index Loan as and when due and payable, including any such loss or expense arising
from interest or fees payable by the Agent or Lenders in order to maintain its Index Loans.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Default by the Borrowers in making a borrowing or conversion after the Borrowers has given (or is deemed to have given) a request for a Revolving Credit Loan or a
request to convert a Revolving Credit Loan from one applicable interest rate to another.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | The making of any payment on an Index Loan or the making of any conversion of any such Loan to a Base Margin Loan on a day that is not the last day of
the applicable Interest Period with respect
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | thereto, including interest or fees payable by the Agent and Lenders as breakage fees.
| | ----------------------------------------------------------------------------------------

2.11 INTEREST ON REVOLVING CREDIT LOANS.

(a) Each Revolving Credit Loan which consists of a Base Margin Loan shall bear interest at the Base Margin Rate (determined based upon a 365/366-day year and actual days elapsed), unless and until it is
made as, or is converted to, an Index Loan pursuant to Section 2.5 hereof.

(b) Each Revolving Credit Loan which
consists of an Index Loan shall bear interest at the applicable Index Rate (determined based upon a 365/366-day year and actual days elapsed).

(c) Subject to, and in accordance with, the provisions of this Agreement, the Lead Borrower may cause all or a part of the unpaid principal balance of Revolving Credit Loans to bear interest at the Base
Margin Rate or the Index Rate as specified from time to time by the Lead Borrower.

(d) The Lead Borrower shall not select,
renew, or convert any interest rate for a Revolving Credit Loan such that there are more than Six (6) Interest Periods applicable to the outstanding Index Loans at any one time.

(e) The Borrowers shall pay accrued and unpaid interest on each Revolving Credit Loan in arrears on the applicable Interest Payment Date
therefor. Following the occurrence and during the continuance of any Event of Default (and whether or not the Agent exercises the Agents rights on account thereof), all Revolving Credit Loans shall bear interest, at the option of the Agent, at
a rate which is the aggregate in the case of Base Margin Loan, of the then applicable Base Margin Rate plusTwo Percent (2.00%) per annum, and in the case of Index Loans, the then applicable Index Rate plus Two Percent (2.00%) per
annum.

(f) The Index Margin and Base Margin shall be reset for each fiscal quarter as of the first
(1st) day of such fiscal quarter (the Margin
Adjustment Date) based upon the Margin Pricing Grid set forth below for the prior fiscal quarter, subject to the provisions in the definitions of Base Margin and Index Margin:

MARGIN PRICING GRID



|     |  |                                |  |                         |      |   |                        |  |      |  
|---- |  | ------------------------------ |  | ----------------------- | ---- | - | ---------------------- |  | ---- | -
|Tier |  | Pricing Adjusted
Availability* |  | INDEXMARGIN(Percentage) |      |   | BASEMARGIN(Percentage) | 
|I    |  | >$35,000,000                   |  |                         | 1.00 | % |                        |  | 0.00 | %
|II   |  | >$17,500,000 and £ $35,000,000 |  |                         | 1.25 | % |                        |  | 0.00 | %
|III  |  | £$17, 500,000                  |  |                         | 1.50 | % |                        |  | 0.00 | %



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|* | Pricing Adjusted Availability will be determined based upon a Certificate by an Authorized Officer delivered to the Administrative Agent no later than ten
(10) days after the end of each fiscal quarter certifying as to average Pricing Adjusted Availability maintained for the prior fiscal quarter. If there is a change in the applicable Index Margin or Base Margin, the Administrative Agent and
Borrower agree that all such changes shall be retroactive to the Margin Adjustment Date. Failure of the Administrative Agent to receive such Certificate within the time frame specified shall, in addition to any other remedy provided for in this
Agreement, result in an increase in the Index Margin and the Base Margin to the highest level set forth in the foregoing grid, until next Margin Adjustment Date following receipt of such Certificate demonstrating that such an increase is not
required. If an Event of Default has occurred and is continuing at the time any reduction in the Index Margin and Base Margin is to be implemented, that reduction shall be deferred until the next Margin Adjustment Date following the date on which
such Event of Default is waived or cured.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.12 REVOLVING CREDIT
COMMITMENT FEE.

As compensation for the respective commitments of the Lenders at the
execution of this Agreement to make loans and advances to the Borrowers under the Revolving Credit and as compensation for the Lenders maintenance of sufficient funds available for such purpose, the Lenders shall have earned as of the Closing
Date the Revolving Credit Commitment Fee in the amount set forth in the Agents Fee Letter.

2.13
INTENTIONALLY OMITTED.

2.14 UNUSED LINE FEE.

In addition to any other fee to be paid by the Borrowers on account of the Revolving Credit, the Borrowers shall pay the
Administrative Agent, for the benefit of the Lenders, an Unused Line Fee. The Unused Line Fee shall equal Two-Tenths of One Percent (0.20%) per annum of the average difference, during the fiscal quarter just ended (or relevant
period with respect to the payment being made on the Termination Date) between the Revolving Credit Loan Ceiling and the sum of (i) the unpaid principal balance of the Loan Account and (ii) the Stated Amount of L/Cs. The Unused Line Fee
shall be paid in arrears, on the first day of each fiscal quarter after the execution of this Agreement and on the Termination Date.

2.15 EARLY TERMINATION FEE.

In the event that the Termination Date occurs, for any reason, prior to the Maturity Date, the Borrowers shall pay to the Administrative
Agent, for the benefit of the Lenders, the Revolving Credit Early Termination Fee determined and payable as follows:



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(a) One-Fifth of One Percent (0.20%) of the Revolving Credit Loans as in effect immediately
prior to such termination or reduction in the event termination occurs prior to two years after the Closing Date.

(b) Zero
Percent (0.00%) of the Revolving Credit Loans as in effect immediately prior to such termination or reduction in the event termination occurs after two years after the Closing Date.

Notwithstanding the foregoing, the Administrative Agent and Lenders agree to waive the Revolving Credit Early Termination Fee in the event that the Borrowers refinance the Revolving Credit with Bank of
America, N.A. or any of its Affiliates, it being understood that, neither Bank of America, N.A. nor any of its Affiliates are hereby committing to provide such refinancing.

For the avoidance of doubt, no prepayment fees shall be payable under Section 2.15 of the Second Agreement in connection with the execution and delivery of this Agreement as an amendment and
restatement thereof.

2.16 CONCERNING FEES.

The Borrowers shall not be entitled to any credit, rebate or repayment of the Revolving Credit Commitment Fee, Unused Line Fee, Revolving Credit Early
Termination Fee, or other fee earned by the Agent or Lenders pursuant to this Agreement or any Loan Document notwithstanding any termination of this Agreement or suspension or termination of the Agents or Lenders obligation to make loans
and advances hereunder.

2.17 INTENTIONALLY OMITTED.

2.18 PROCEDURES FOR ISSUANCE OF L/CS.

(a) The Lead Borrower may request that the Administrative Agent cause the issuance of L/Cs for the account of the Borrower. Each
such request shall be in such manner as may from time to time be acceptable to the Administrative Agent.

(b) The
Administrative Agent will endeavor to cause the issuance of any L/C so requested by the Lead Borrower, provided that, at the time that the request is made, the Revolving Credit has not been suspended as provided in Section 2.5(h)
and if so issued:



| | (i) | The aggregate Stated Amount of all L/Cs then outstanding (giving effect to the issuance of the requested L/C), does not exceed Thirty Million Dollars
($30,000,000);
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | The expiry of the requested L/C is not later than the earlier of Thirty (30) days prior to the Maturity Date or the following:
| | ---- | ------------------------------------------------------------------------------------------------------------------------------



| | (A) | For standby L/Cs: One (1) year from initial issuance.
| | --- | ------------------------------------------------------



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| | (B) | For documentary L/Cs: One hundred (120) days from issuance; and
| | --- | ----------------------------------------------------------------



| | (iii) | an Overloan will not result from the issuance of the subject L/C.
| | ----- | -----------------------------------------------------------------

(c) Unless otherwise agreed between the Lead Borrower and the Administrative Agent, the Issuer of all L/Cs shall be Bank of America and any successor to Bank of America.

(d) The Lead Borrower shall also execute such other documentation to apply for and support the issuance of an L/C as may be required by
Bank of America or its successor or any other Issuer, including, without limitation, in respect of the Special Purpose Credit. This Agreement shall control any conflict between this Agreement and any such documentation.

(e) There shall not be any recourse to, nor liability of, the Agent or Lenders on account of



| | (i) | Any delay or refusal by an Issuer to issue an L/C; or
| | --- | -----------------------------------------------------



| | (ii) | Any action or inaction of an Issuer on account of or in respect to, any L/C.
| | ---- | ----------------------------------------------------------------------------

(f) The Borrowers shall reimburse the Issuer for the amount of any honoring of a drawing under an L/C on the same day on which such honoring takes place. The Borrowers authorize the Administrative Agent
and the Issuer to charge Borrowers Operating Account for such purpose. In the event the funds in the Operating Account are not sufficient, the Administrative Agent or Lenders, without the request of the Lead Borrower, may advance under the
Revolving Credit (and charge to the Loan Account) the amount of any honoring of any L/C and other amount for which the Borrowers, the Lenders, the Agent, or the Issuer becomes obligated on account of, or in respect to, any L/C. Such advance shall be
made whether or not a Suspension Event exists or such advance would result in an Overloan. Such action shall not constitute a waiver of the Administrative Agents rights under Section 2.10(b) hereof.

2.19 FEES FOR L/CS.

(a) The Borrowers shall pay to the Administrative Agent a fee, for the benefit of the Lenders, on account of each L/C procured by the
Administrative Agent, quarterly in arrears, and on the Termination Date and on the End Date, equal to the following:



| | (i) | For standby L/Cs: (a) For the first $8,500,000 of the Stated Amount of such standby L/Cs, the applicable Index Margin less One-Half of One Percent (0.50%)
per annum, of the Stated Amount of such standby L/Cs, and (b) for the excess, if any, over $8,500,000, the applicable Index Margin, of the Stated Amount of such standby L/Cs, in each case payable on the Stated Amount of each outstanding standby
L/C quarterly in arrears on the first day of each fiscal quarter.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (ii) | For documentary L/Cs: The applicable Index Margin less One-Half of One Percent (0.50%) per annum, payable on the weighted average of the Stated Amount of such
documentary L/C outstanding at any time during the period since the then most recent payment of such fee, payable quarterly in arrears, on the first day of each fiscal quarter, and on the End Date.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | Notwithstanding Subsections (i) and (ii), above, following the occurrence of any Event of Default (and whether or not the Administrative Agent exercises the
Administrative Agents rights on account thereof), the above fees, at the option of the Administrative Agent, shall be Two Percent (2.00%) per annum above the applicable rates above.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b) In addition to the fee to be paid as provided in Section 2.19(a), above, the Borrowers shall pay to the Administrative
Agent (or to the Issuer, if so requested by Administrative Agent), on demand, all issuance, processing, negotiation, amendment, and administrative fees and other amounts charged by the Issuer on account of, or in respect to, any L/C.

(c) If any change in any law, executive order or regulation, or any directive of any administrative or governmental authority (whether or
not having the force of law), or in the interpretation thereof by any court or administrative or governmental authority charged with the administration thereof, shall either:



| | (i) | impose, modify or deem applicable any reserve, special deposit or similar requirements against letters of credit heretofore or hereafter issued by any Issuer or with
respect to which the Agent, the Lenders or any Issuer has an obligation to lend to fund drawings under any L/C; or
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | impose on any Issuer any other condition or requirements relating to any such letters of credit;
| | ---- | ------------------------------------------------------------------------------------------------

and the result of any event referred to in Section 2.19(c)(i) or 2.19(c)(ii), above, shall be to increase the cost to the Agent, the Lenders or any Issuer issuing or maintaining any L/C
(which increase in cost shall be the result of such Issuers reasonable allocation among that Issuers letter of credit customers of the aggregate of such cost increases resulting from such events), then, upon demand by the Administrative
Agent and delivery by the Administrative Agent to the Lead Borrower of a certificate of an officer of the Administrative Agent or the subject Issuer describing such change in law, executive order, regulation, directive, or interpretation thereof,
its effect on such Issuer, and the basis for determining such increased costs and their allocation, the Borrowers shall immediately pay to the Administrative Agent, from time to time as specified by the Administrative Agent, such amounts as shall be
sufficient to compensate the Agent, the Lenders or the subject Issuer for such increased cost. Any Issuers determination of costs incurred under Section 2.19(c)(i) or 2.19(c)(ii), above, and the allocation, if any, of such
costs



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among the Borrowers and other letter of credit customers of such Issuer, if done in good faith and made on an equitable basis and in accordance with such officers certificate, shall be
conclusive and binding on the Borrowers.

2.20 CONCERNING L/CS.

(a) None of the Issuer, the Issuers correspondents, or any advising, negotiating, or paying bank with respect to any L/C shall be
responsible in any way for:



| | (i) | The performance by any beneficiary under any L/C of that beneficiarys obligations to any Borrower.
| | --- | ---------------------------------------------------------------------------------------------------



| | (ii) | The form, sufficiency, correctness, genuineness, authority of any person signing, falsification, or the legal effect of, any documents called for under any L/C if such
documents on their face appear to be in order.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b) The Issuer may honor, as complying with the terms of any L/C
and of any drawing thereunder, any drafts or other documents otherwise in order, but signed or issued by an administrator, executor, conservator, trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator,
receiver, or other legal representative of the party authorized under such L/C to draw or issue such drafts or other documents.

(c) Unless the Lead Borrower on behalf of itself and the other Borrowers instructs any Issuer otherwise, in the particular instance, the
Lead Borrower hereby authorizes any Issuer to:



| | (i) | Select an advising bank;
| | --- | ------------------------



| | (ii) | Select a paying bank; and
| | ---- | -------------------------



| | (iii) | Select a negotiating bank.
| | ----- | --------------------------

(d)
All directions, correspondence, and funds transfers relating to any L/C are at the risk of the Borrowers. The Issuer shall have discharged the Issuers obligations under any L/C or the drawing thereunder which includes payment instructions if
the Issuer initiates the method of payment called for thereby (or initiates any other commercially reasonable and comparable method). None of the Agent, the Lenders or the Issuer shall have any responsibility for any inaccuracy, interruption, error,
or delay in transmission or delivery by post, telegraph or cable, or for any inaccuracy of translation, excepting gross negligence or willful misconduct.

(e) The Agents, the Lenders and the Issuers rights, powers, privileges and immunities specified in or arising under this Agreement are in addition to any heretofore or at any time
hereafter otherwise created or arising, whether by statute or rule of law or contract.

(f) Except to the extent otherwise
expressly provided hereunder or agreed to in writing by the Issuer and the Lead Borrower, the L/C will be governed by either, at the election of



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the Issuer, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce, Publication No. 500, and any subsequent revisions thereof, or the International
Standby Practices  ISP 98, International Chamber of Commerce Publication, No 590, and subsequent revisions thereto.

The obligations of
the Borrowers under this Agreement with respect to L/Cs are absolute, unconditional, and irrevocable and shall be performed strictly in accordance with the terms hereof under all circumstances, whatsoever including, without limitation, the
following:



| | (i) | Any lack of validity or enforceability or restriction, restraint, or stay in the enforcement of this Agreement, any L/C, or any other agreement or instrument relating
thereto;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Any amendment or waiver of, or consent to the departure from, any L/C;
| | ---- | ----------------------------------------------------------------------



| | (iii) | The existence of any claim, set-off, defense, or other right which the Borrowers may have at any time against the beneficiary of any L/C; and
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | Any good faith honoring of a drawing under any L/C, which drawing possibly could have been dishonored based upon a strict construction of the terms of the L/C.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

2.21 CHANGED CIRCUMSTANCES.

(a) Subject to the provisions of this Agreement, the Borrowers shall have the option (A) as of any date, to convert all or any part
of Base Margin Loans to, or request that new Revolving Credit Loans be made as, Index Loans of various Interest Periods, (B) as of the last day of any Interest Period, to continue all or any portion of the relevant Index Loans as Index Loans;
(C) as of the last day of any Interest Period, to convert all or any portion of the Index Loans to Base Margin Loans; and (D) at any time, to request new Revolving Credit Loans as Base Margin Loans; provided, that Revolving Credit Loans
may not be continued as or converted to Index Loans, if the continuation or conversion thereof would violate the provisions of Sections 2.21(b) or 2.21(c) of this Agreement or if an Event of Default has occurred and is continuing.

(b) The Administrative Agents determination of the Index Rate as provided above shall be conclusive. Furthermore, if
the Administrative Agent or the Lenders determines, in good faith (which determination shall be conclusive), prior to the commencement of any Interest Period that (A) U.S. Dollar deposits of sufficient amount and maturity for funding the
Revolving Credit Loans are not available to the Administrative Agent or the Lenders in the London Interbank Eurodollar market in the ordinary course of business, or (B) by reason of circumstances affecting the London Interbank Eurodollar
market, adequate and fair means do not exist for ascertaining the rate of interest to be applicable to the Revolving Credit Loans requested by the Borrowers to be Index Loans or the Revolving Credit Loans bearing interest at the rates set forth in
this Agreement shall not represent the effective pricing to the Administrative Agent for U.S.



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Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve requirements required by Regulation D to the extent not given effect in
determining the rate), the Administrative Agent shall promptly notify the Lead Borrower and (1) all existing Index Loans shall convert to Base Margin Loans upon the end of the applicable Interest Period, and (2) no additional Index Loans
shall be made until such circumstances are cured.

(c) If, after the date hereof, the introduction of, or any change in any
applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over the Agent, the Lenders
or their respective lending offices (a Regulatory Change), shall, in the opinion of counsel to the Agent or the Lenders, make it unlawful for the Agent or the Lenders to make or maintain Index Loans, then the Administrative Agent shall
promptly notify the Lead Borrower and (A) the Index Loans shall immediately convert to Base Margin Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law and (B) no additional Index Loans
shall be made until such circumstance is cured.

(d) If, for any reason, an Index Loan is paid prior to the last Business Day
of any Interest Period or if an Index Loan does not occur on a date specified by the Lead Borrower in its request (other than as a result of a default by the Agent or the Lenders), the Borrowers agree to indemnify the Agent and the Lenders against
any loss (including any loss on redeployment of the deposits or other funds acquired by the Agent or the Lenders to fund or maintain such Index Rate Loan) cost or expense incurred by the Agent or the Lenders as a result of such prepayment or failure
to occur.

(e) If any Regulatory Change (whether or not having the force of law) shall (A) impose, modify or deem
applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, the Agent or the Lenders; (B) subject
the Agent, the Lenders or the Index Loans to any Tax or change the basis of taxation of payments to the Agent or the Lenders of principal or interest due from the Borrowers to the Agent or the Lenders hereunder (other than a change in the taxation
of the overall net income of the Agent or the Lenders); or (C) impose on the Agent or the Lenders any other condition regarding the Index Loans or the Agents or Lenders funding thereof, and the Administrative Agent or Lenders shall
determine (which determination shall be conclusive) that the result of the foregoing is to increase the cost to the Agent or the Lenders of making or maintaining the Index Loans or to reduce the amount of principal or interest received by the Agent
or Lenders hereunder, then the Borrowers shall pay to the Agent or the Lenders, on demand, such additional amounts as the Administrative Agent or the Lenders shall, from time to time, determine are sufficient to compensate and indemnify the Agent or
Lenders from such increased cost or reduced amount. Each Lender will use reasonable efforts to designate a different lending office for the Liabilities if such designation will avoid the need for, or reduce the amount of such compensation and will
not, in the reasonable opinion of such Lender (including, without limitation, by reason of any economic, legal, or regulatory cost or disadvantage that such Lender may bear or suffer by reason of such designation).



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(f) The Agent and Lenders shall receive payments of amounts of principal of and interest
with respect to the Index Loans free and clear of, and without deduction for, any Taxes. If (A) the Agent or any Lender shall be subject to any Tax in respect of any Index Loans or any part thereof or, (B) the Borrowers shall be required
to withhold or deduct any Tax from any such amount, the Index Rate applicable to such Index Loans shall be adjusted by the Administrative Agent or such Lender to reflect all additional costs incurred by the Agent or such Lender in connection with
the payment by the Agent or such Lender or the withholding by the Borrowers of such Tax and the Borrowers shall provide the Agent or such Lender with a statement detailing the amount of any such Tax actually paid by the Borrowers. Determination by
the Administrative Agent or such Lender of the amount of such costs shall be conclusive absent manifest error. If after any such adjustment any part of any Tax paid by the Agent or such Lender is subsequently recovered by the Agent or such Lender,
the Agent or such Lender, as applicable, shall reimburse the Borrowers to the extent of the amount so recovered. A certificate of an officer of the Administrative Agent or such Lender setting forth the amount of such recovery and the basis therefor
shall be conclusive absent manifest error.

2.22 LENDERS COMMITMENTS.

(a) Subject to Section 7.1 of the Agency Agreement (which provides for assignments and assumptions of commitments), each
Lenders Percentage Commitment, and Dollar Commitment is set forth on EXHIBIT 2.22(a).

(b) The obligations of each Lender are several and not joint. No Lender shall have any obligation to make any loan or advance under the Revolving Credit in excess of the lesser of the following:



| | (i) | that Lenders Percentage Commitment of the subject loan or advance or of Availability; and
| | --- | ------------------------------------------------------------------------------------------



| | (ii) | that Lenders unused Dollar Commitment.
| | ---- | ---------------------------------------

(c) No Lender shall have any liability to the Borrowers on account of the failure of any other Lender to provide any loan or advance under the Revolving Credit nor any obligation to make up any shortfall
which may be created by such failure.

(d) The Dollar Commitments, Percentage Commitments, and identities of the Lenders may
be changed, from time to time by the reallocation or assignment of Dollar Commitments and Percentage Commitments amongst the Lenders or with other Persons who become Lenders, provided, however unless an Event of Default has
occurred (in which event, no consent of the Lead Borrower is required) any assignment to a Person not then a Lender shall be subject to the prior written consent of the Lead Borrower (not to be unreasonably withheld), which consent will be deemed
given unless the Lead Borrower provides the Administrative Agent with written objection, not more than Five (5) Business Days after the Administrative Agent shall have given the Lead Borrower written notice of a proposed assignment.



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(e) Upon written notice given the Lead Borrower from time to time by the Administrative
Agent, of any assignment or allocation referenced in Section 2.22(d):



| | (i) | The Lead Borrower and the other Borrowers, if required by the Administrative Agent, shall execute one or more Revolving Credit Notes (which notes shall replace any
Revolving Credit Notes theretofore provided by the Borrowers) to reflect such changed Dollar Commitments, Percentage Commitments, and identities and shall deliver such Revolving Credit Notes to the Administrative Agent (which promptly thereafter
shall cancel and deliver to the Lead Borrower the Revolving Credit Notes so replaced, if any). In the event that the Administrative Agent does not require the delivery of Revolving Credit Notes or that in the event that a Revolving Credit Note is to
be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrowers, the Administrative Agent, in lieu of causing the Lead Borrower to execute one or more new Revolving Credit Notes,
may issue the Administrative Agents Certificate confirming the resulting Dollar Commitments and Percentage Commitments.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a
Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any Person removed as a Lender shall be relieved of any obligations or responsibilities of a Lender
hereunder thereafter.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.23 DESIGNATION OF LEAD
BORROWER AS BORROWERS AGENT.

(a) Each Borrower hereby
irrevocably designates and appoints the Lead Borrower as that Borrowers agent to obtain loans and advances under the Revolving Credit, the proceeds of which shall be available to each Borrower for those uses as those set forth in this
Agreement. As the disclosed principal for its agent, each Borrower shall be obligated to the Agent and Lenders on account of loans and advances so made as if made directly by the Agent or Lenders to that Borrower, notwithstanding the manner by which
such loans and advances are recorded on the books and records of the Lead Borrower and of any Borrower.

(b) Each Borrower
recognizes that credit available to it under the Revolving Credit is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated
herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Liabilities of each of the other Borrowers as if the Borrower which is so assuming and agreeing were each of the other Borrowers.



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(c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a
Borrower) on whose behalf the Lead Borrower has requested a Revolving Credit Loan.

(d) The proceeds of each loan
and advance provided under the Revolving Credit which is requested by the Lead Borrower shall be deposited into the Operating Account or as otherwise indicated by the Lead Borrower. The Lead Borrower shall cause the transfer of the proceeds thereof
to the Borrower(s) on whose behalf such loan and advance was obtained. The Agent and Lenders shall not have any obligation to assure the proper application of such proceeds.

ARTICLE III.  CONDITIONS PRECEDENT:

As a condition to the
effectiveness of this Agreement, the establishment of the Revolving Credit, the procurement of the initial L/C issued hereunder, and the making of the first loan under the Revolving Credit, each of the documents respectively described in Sections
3.1 through and including 3.4 (each in form and substance satisfactory to the Agent) shall have been delivered to the Agent, and the conditions respectively described in Sections 3.5 through and including 3.10, shall have been satisfied as of the
Closing Date:

3.1 CORPORATE DUE DILIGENCE.

(a) A Certificate of corporate good standing issued with respect to each Obligor by the Secretary of State of the State in which that
Obligor was organized.

(b) Certificates of qualification to do business as a foreign corporation, issued by the
Secretary(ies) of State of each State in which such Obligors conduct of business or ownership of assets of requires such qualification, except where the failure to so qualify would not have a Material Adverse Effect.

(c) A Certificate of each Obligors respective Secretary as to the due adoption and continued effectiveness of, each corporate
resolution adopted in connection with the establishment of the loan arrangement contemplated by the Loan Documents and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, such certificate to set
forth the text of each such resolution in an attachment thereto.

3.2 OPINION.

An opinion of counsel to the Obligors in form and substance satisfactory to the Agent.

3.3 OFFICERS CERTIFICATES.

Certificates executed by the Chief Executive Officer, Chief Operating Officer, President or Chief Financial Officer of each Obligor
stating that the representations and warranties made by such Obligor to the Agent in the Loan Documents are true and complete in all material respects as of the date of such certificate, and that no event has occurred which is or which, solely with
the giving of notice or passage of time (or both), would be an Event of Default.



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3.4 ADDITIONAL DOCUMENTS.

Such additional instruments and documents as the Agent or its counsel reasonably may require or request including, without limitation,
the following:

(a) Loan Documents. Each of the Loan Documents shall have been duly executed and delivered by the
respective parties thereto shall be in full force and effect and shall be in form and substance satisfactory to Agent.

(b)
Assignment. An assignment of Fleet Retail Group, LLCs right, title and interest in and to the Second Agreement.

(c) Agency Agreement. An executed copy of the Agency Agreement dated as of the Closing Date, by and between the Administrative
Agent, the Collateral Agent and the Lenders.

(d) Certificates of Insurance. (a) A certificate of insurance from
an independent insurance broker dated as of the Closing Date, identifying insurers, types of insurance, insurance limits, policy terms and otherwise describing the insurance obtained in accordance with this Agreement, and (b) copies of all
policies evidencing such insurance.

(e) Blocked Account Agreements.

(i) Duly executed and delivered amendment to the Blocked Account Agreement by and between Collateral Agent, Lead Borrower and JPMorgan
Chase Bank, N.A., successor-in-interest to Bank One, N.A., in form and substance satisfactory to Collateral Agent,

(ii) Duly
executed and delivered notification to Wells Fargo Bank, N.A., with respect to the Blocked Account Agreement by and between Collateral Agent, Lead Borrower and Wells Fargo Bank, N.A., in form and substance satisfactory to Collateral Agent; and

(iii) Subject to Section 7.3(a)(ii) duly executed and delivered Blocked Account Agreement by and between Collateral
Agent, Term Loan Agent, Lead Borrower and Wachovia Bank, N.A., in form and substance satisfactory to Collateral Agent.

(f)
Credit Card Notifications. Delivery of notification, executed on behalf of the Borrowers, to each of the Borrowers credit card processors of notice (in form satisfactory to Collateral Agent), which notice provides that payment of all
credit card charges submitted by the Borrowers to that processor and any other amount payable to the Borrowers by such processor shall be directed to the Operating Account or as otherwise designated from time to time by the Collateral Agent.

(g) Borrowing Base Certificate. Delivery of the initial Borrowing Base Certificate dated as of the Closing Date.



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(h) Letter Agreement. Delivery of the Letter Agreement by and between the Obligors,
Administrative Agent and Collateral Agent regarding the Leased Department Agreements, Marketing Partnership Agreements, Licensing Agreements and Internet Agreements, in form and substance satisfactory to the Administrative Agent.

(i) Pledge Agreements. (i) Delivery of the Amended and Restated Pledge Agreement from Mothers Work, Inc. to the Term Loan
Collateral Agent and Collateral Agent, for stock in Cave Springs, Inc., and up to 66% of the stock in Mothers Work Canada, Inc., in form and substance satisfactory to the Term Loan Collateral Agent and the Collateral Agent; and (ii) Delivery of
the Pledge Agreement from Mothers Work Canada, Inc. to the Collateral Agent, for up to 66% of the stock in stock in Maternity Factory Warehouse Centre, Inc., in form and substance satisfactory to the Collateral Agent.

(j) Collateral Agents Fee Letter. Side Letter dated as of the Closing Date by and between the Collateral Agent and the
Borrowers.

(k) Trademark Security Agreement. Duly executed and delivered Amended and Restated Trademark Security
Agreement dated as of the Closing Date, by and between Obligors, Term Loan Agent, and Collateral Agent.

(l) Landlord
Waivers. Duly executed and delivered notifications to the landlords in connection with the Collateral Access Agreements for the Domestic Distribution Centers, in form and substance reasonably satisfactory to the Collateral Agent, together with
any waiver and subordination agreements required under the Term Loan Agreement.

(m) Guaranties. Delivery of the
Guaranty by Mothers Work Canada, Inc. in favor of the Collateral Agent and Administrative Agent for the benefit of the Lenders, in form and substance satisfactory to Collateral Agent.

(n) Lenders Fee Letter. Side Letter dated as of the Closing Date by and between the Lender and the Borrowers.

(o) Assignment of Mortgage. Delivery of an Assignment of Original Mortgage for the Headquarters Facility from Fleet Retail Group,
Inc. to Collateral Agent, in form and substance satisfactory to Collateral Agent.

(p) Customs Broker Agreement. Duly
executed and delivered notifications to each of Barthco International, Jose David Gonzalez, Excel and Garden City Customs Services, regarding the Custom Broker Agreement by and between each such party, respectively, Lead Borrower, and the Collateral
Agent, each in form and substance satisfactory to Collateral Agent.

(q) DDA Notifications. Delivery of notification,
executed on behalf of a Borrower, to each depository institution in which any DDA is maintained (in form satisfactory to Collateral Agent).

(r) Date-down to Title Policy.A date-down endorsement to the existing loan policy of title insurance issued by Commonwealth Land Title Insurance Company with respect



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to the Mortgaged Property, subject to the exceptions set forth in the existing title policy for the Mortgaged Property and such other exceptions as may be acceptable to Collateral Agent and
confirming that all real estate taxes are paid through the date of such date-down.

(s) Mortgage Amendment. The
Collateral Agent, the term Lender, the Lead Borrower and PIDCFC shall have recorded an amendment to the Mortgage in form and substance satisfactory to the Collateral Agent (the Mortgage Amendment) to reflect the Term Loan Agreement as
being secured by a fourth priority mortgage.

(t) Subordination Amendment. PIDA shall have amended its existing
Subordination Agreement with Collateral Agent (as successor in interest to Fleet Capital Corporation) in order to confirm the effect of the Mortgage Amendment and its relative priority of the obligations described above and to determine the Second
Mortgage Cap;

(u) Authorization/Incumbency. Borrower shall have provided copies or originals as appropriate of the
resolutions of the board of directors of the Lead Borrower, PIDA, and PIDCFC and any other usual evidence of authority and incumbency for the Lead Borrower, PIDA, and PIDCFC to enter into all documents related to the Mortgage Amendment and the
amendment to the Subordination Agreement; and

(v) Intercreditor Agreement. The Intercreditor Agreement with the Term
Loan Agent and the Term Loan Collateral Agent with respect to the Term Loan Facility, together with the Term Loan Agreement and all documentation required for the Term Loan Facility, each in form and substance satisfactory to the Administrative
Agent and the Collateral Agent.

3.5 REPRESENTATIONS AND WARRANTIES.

Each of the representations made by or on behalf of the Obligors in this Agreement or in any of the other Loan Documents
or in any other report, statement, document, or paper provided by or on behalf of the Borrowers shall be true and complete as of the date as of which such representation or warranty was made, except to the extent it specifically relates solely to an
earlier date.

3.6 MINIMUM DAY ONE EXCESS
AVAILABILITY.

On the Closing Date, after giving effect to any initial funding under the Revolving Credit,
all then held checks (if any), accounts payable which are beyond credit terms then accorded the Borrowers, overdrafts, any charges to the Loan Account made in connection with the establishment of the credit facility contemplated hereby; and
L/Cs to be issued at, or immediately subsequent to, such establishment, Excess Availability shall not be less than $20,000,000.

3.7 ALL FEES AND EXPENSES PAID.

All fees due at or immediately after the first funding under the Revolving Credit and all costs and expenses incurred by the Agent and Lenders in connection with the establishment of



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the credit facility contemplated hereby (including the reasonable fees and expenses of counsel to the Agent and Lenders and including all fees under the Collateral Agents fee letter and the
Revolving Credit Commitment Fee) shall have been paid in full.

3.8 NO BORROWER
DEFAULT.

No Suspension Event or Event of Default has occurred which is continuing.

3.9 NO ADVERSE CHANGE.

No event shall have occurred or failed to occur, which occurrence or failure is or could have a materially adverse effect upon the
Borrowers financial condition when compared with such financial condition or circumstances at June 30, 2004.

3.10 FINALIZATION OF TERM LOAN FACILITY

Documentation providing for the Term Loan Facility is finalized and acceptable to the Administrative Agent in all respects, and an
intercreditor agreement respecting the Term Loan Facility is finalized and acceptable to the Administrative Agent in all respects.

3.11 VALIDITY OF LIENS.

All
filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Collateral Agent to protect and preserve such Collateral Interests shall have been duly effected. The Collateral Agent shall have received
evidence thereof in form and substance satisfactory to the Collateral Agent.

3.12 DOCUMENTS.

No document shall be deemed delivered to the Agent until received and accepted by the Agent at its offices in Boston,
Massachusetts or at such other office as any Agent may advise Obligors in writing. Under no circumstances shall this Agreement take effect until executed and accepted by the Agent at said office.

ARTICLE IV. - GENERAL REPRESENTATIONS, COVENANTS AND WARRANTIES:

To induce the Agent and Lenders to establish the credit facility contemplated herein and to make loans and advances and to provide financial accommodations under this Agreement (each of which loans shall
be deemed to have been made in reliance thereupon) the Obligors, in addition to all other representations, warranties, and covenants made by the Obligors in any other Loan Document, represents, warrants, and covenants as follows:

4.1 PAYMENT AND PERFORMANCE OF LIABILITIES.

The Obligors shall pay each Liability when due (or when demanded, if payable on demand) and shall promptly, punctually, and faithfully
perform each other Liability.



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4.2 DUE ORGANIZATION. CORPORATE
AUTHORIZATION. NO CONFLICTS.

(a) The exact name of each Obligor, as set
forth in each Obligors organizational documents, is set forth in EXHIBIT 4.2hereof. Each Obligor presently is and shall hereafter remain in good standing as the type of entity indicated on EXHIBIT 4.2 hereof and be duly
organized under the laws of the state of its incorporation indicated in EXHIBIT 4.2hereof and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of that
Obligors assets or operation of that Borrowers business, such qualification may be necessary, except where the failure to so qualify or be in good standing would not have a Material Adverse Effect. EXHIBIT 4.2 accurately describes
the corporate structure of the Obligors and any Affiliates, including the identity of shareholders holding more than 25% of the issued and outstanding stock having the right to vote, limited and general partners, or members, as the case may be.

(b) Each Affiliate of the Obligors is listed on EXHIBIT 4.2. The Lead Borrower shall provide the
Administrative Agent with prior written notice of any entitys becoming or ceasing to be an Affiliate (provided, however, that with respect to any Affiliate that become or cease to become Affiliate solely due to issuances or exchanges of the
publicly-traded stock of the Lead Borrower, the Lead Borrower shall provide the Administrative Agent with written notice thereof on or before the thirtieth (30th) day of the next month thereafter).

(c) No Obligor shall change its State of incorporation or its taxpayer identification number without twenty-one (21) days prior written notice to Administrative Agent and its counsel, provided that
no such change shall occur unless no Suspension Event has occurred that is continuing.

(d) Each Obligor has all requisite
corporate power and authority to execute and deliver all Loan Documents to which the Obligor is a party and has and will hereafter retain all requisite corporate power to perform all Liabilities.

(e) The execution and delivery by each Obligor or by the Lead Borrower of each Loan Document on behalf of each Obligor that is a party
thereto, such Obligors consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of Collateral Interests by such Obligor to secure the Liabilities), such Borrowers performance under
such Loan Document, the borrowings hereunder, and the use of the proceeds thereof:



| | (i) | Have been duly authorized by all necessary corporate action on the part of such Obligor;
| | --- | ----------------------------------------------------------------------------------------



| | (ii) | Do not, and will not, contravene in any material respect any provision of any Requirement of Law or material obligation of such Obligor; and
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of such
| | ----- | --------------------------------------------------------------------------------------------------------------------------------



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| | Obligor pursuant to any Requirement of Law or obligation of such Obligor, except pursuant to the Loan Documents and the Term Loan Agreement.
| | --------------------------------------------------------------------------------------------------------------------------------------------

(f) The Loan Documents have been duly executed and delivered by the Lead Borrower and the other Borrowers or by the Lead Borrower on
behalf of itself and the other Borrowers and by the Guarantor, as the case may be and are the legal, valid and binding obligations of the Obligors, enforceable against the Obligors in accordance with their respective terms, except to the extent
enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting the enforcement of creditors rights generally and by general principles of equity.

4.3 TRADE NAMES.

(a) EXHIBIT 4.3 is a listing of:



| | (i) | All names under which each Obligor has conducted its business within the past Five (5) years, and
| | --- | -------------------------------------------------------------------------------------------------



| | (ii) | All entities and/or persons with whom each Obligor ever consolidated or merged within the past five (5) years, or from whom each Obligor ever acquired in a single
transaction or in a series of related transactions substantially all of such entitys or Persons assets within the past five (5) years.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b) The Lead Borrower will provide the Administrative Agent with not less than twenty-one (21) days prior written notice (with reasonable particularity) of any change to any Obligors name from
that under which such Obligor is conducting its business at the execution of this Agreement and such Obligor will not effect such change unless no Suspension Event has occurred that is continuing.

4.4 INFRASTRUCTURE.

(a) The Obligor have and will maintain a sufficient infrastructure to conduct their business as presently conducted and as contemplated to be conducted as described in the Business Plan.

(b) Each Obligor owns and possesses, or has the right to use (and will hereafter own, possess, or have such right to use) all patents,
industrial designs, trademarks, trade names, trade styles, brand names, service marks, logos, copyrights, trade secrets, know-how, confidential information, and other intellectual or proprietary property of any third Person necessary for the
Obligors conduct of the Obligor business, except where such failure could not reasonably be expected to have a Material Adverse Effect.

(c) The conduct by the Obligors of the Obligors business does not presently infringe (nor will the Obligors conduct their business in the future so as to infringe) the patents, industrial designs,
trademarks, trade names, trade styles, brand names, service marks, logos,



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copyrights, trade secrets, know-how, confidential information, or other intellectual or proprietary property of any third Person, except where the infringement could not reasonably be expected to
have a Material Adverse Effect.

4.5 GUARANTOR.

The Guarantor will not conduct any business in the United States or hold any assets in the United States, other than (i) holding the
leases for certain stores in Canada that sell the Borrowers inventory; and (ii) holding assets in the corporate headquarters portion of the Headquarters Facility.

4.6 LOCATIONS.

(a) The Collateral, and the books, records,
and papers of the Obligors pertaining thereto, are kept and maintained solely at the Obligors chief executive offices and those locations which are listed on EXHIBIT 4.6(a), which includes, with respect to each such location, the name and
address of the landlord on the Lease which covers such location (or an indication that the Obligors own the subject location) and of all service bureaus with which any such records are maintained. The Obligors shall supplement EXHIBIT 4.6(a) on a
monthly basis after the date hereof to reflect any Permitted Store Openings/Closings, additional Domestic Distribution Centers (for which prior notice has been given pursuant to the definition thereof), or new chief executive offices.

(b) The Obligors shall not remove any of the Collateral from such chief executive office or those locations listed on EXHIBIT
4.6(a) except to:



| | (i) | accomplish the Costa Rican Transaction;
| | --- | ---------------------------------------



| | (ii) | accomplish sales of Inventory in the ordinary course of business;
| | ---- | -----------------------------------------------------------------



| | (iii) | move Inventory from one such location to another such location;
| | ----- | ---------------------------------------------------------------



| | (iv) | utilize such of the Collateral as is removed from such locations in the ordinary course of business (such as motor vehicles); or
| | ---- | --------------------------------------------------------------------------------------------------------------------------------



| | (v) | move Inventory from one store to another store in connection with Permitted Store Openings/Closings.
| | --- | ----------------------------------------------------------------------------------------------------

(c) The Borrowers shall use their reasonable efforts to provide the Collateral Agent with Landlord Waivers or subordinations, in
substantially the form annexed hereto as EXHIBIT 4.6(c) for each of the Borrowers locations in any of the Landlord States or the chief executive office (if it is not located in the Headquarters Facility) or any new Domestic Distribution
Center. The Collateral Agent may establish an Availability Reserve for each such location as to which such a waiver is not so delivered, which Availability Reserve shall be reduced or eliminated upon delivery of a waiver for such location.

(d) The Borrowers will not:



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| | (i) | Execute, alter, modify, or amend any Lease for the Headquarters Facility or the Domestic Distribution Facilities, unless such alteration, modification or amendment is
for more economically favorable terms for the Borrowers.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Commit to, or open or close any location at which the Borrowers maintains, offers for sales, or stores any of the Collateral, except that (A) the Borrowers may
open or close, in their business judgment, locations within department or specialty stores or other locations in which a Borrower leases or licenses a portion of the space in such store; and (B) the Borrowers may: (I) open, during any
Fiscal Year, new stores in an amount not to exceed Twenty Percent (20%) of the number of stores (other than locations within department or specialty stores or other locations in which a Borrower leases or licenses a portion of the space in such
store) existing as of the first day of such Fiscal Year (including stores that have closed since such first day), and (II) close, during any Fiscal Year, stores in an amount not to exceed Twenty Percent (20%) of the number of stores (other than
locations within department or specialty stores or other locations in which a Borrower leases or licenses a portion of the space in such store) existing as of the first day of such Fiscal Year (not including stores that have opened since such first
day) (Permitted Store Openings/Closings).
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(e) No tangible personal property of the Borrowers is in
the care or custody of any third party or stored or entrusted with a bailee or other third party and none shall hereafter be placed under such care, custody, storage, or entrustment, except (i) as otherwise disclosed pursuant to, or permitted
by, this Section 4.6, (ii) for Inventory located in department or specialty stores or other locations in which a Borrower leases or licenses a portion of the space in such store; (iii) for goods in control of a customs broker, which
has entered into a Customs Brokers Agreement, (iv) for work-in-progress at contractors (whether or not in the United States), and (v) to the extent such goods do not constitute Eligible Inventory, Eligible In-Transit Inventory or Eligible
L/C Inventory, any raw materials at contractors (whether or not in the United States), finished goods out for re-working, and goods in transit.

4.7 TITLE TO ASSETS.

(a) The
Obligors are, and shall hereafter remain, the owners of the Collateral free and clear of all Encumbrances other than Encumbrances or exceptions to ownership listed on EXHIBIT 4.7(a) and other Permitted Encumbrances. The Obligors do not and
shall not have possession of any property on consignment to the Obligors.

(b) The Obligors shall not acquire or obtain the
right to use any Equipment in which Equipment any third party has an interest (notwithstanding that the acquisition or right to use of such Equipment is otherwise permitted by this Agreement), except for:



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| | (i) | Equipment which is merely incidental to the conduct of the Obligors business.
| | --- | ------------------------------------------------------------------------------



| | (ii) | Equipment subject to (a) Capital Leases or purchase money security interests comprised in each case of Permitted Encumbrances; and (b) operating leases.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------

(c) The Obligors do not have any goods, documents of title or other Collateral in the custody, control, or
possession of a third party, except as set forth in EXHIBIT 4.7(d)and except for goods located in the United States in transit to a location of the Borrowers permitted herein or in the ordinary course of business of the Obligors in the
possession of the carrier transporting such goods. In the event that any goods, documents of the title or other Collateral are at any time after the date hereof in the custody, control or possession of any other person not referred to in EXHIBIT
4.7(d)or such carriers, Obligors shall promptly notify the Collateral Agent thereof in writing. Promptly upon Collateral Agents request, the Obligors shall deliver to the Agent a collateral access agreement, in form and substance
acceptable to the Collateral Agent in its sole discretion, duly authorized, executed and delivered by such person and Borrowers.

(d) EXHIBIT 4.7(d)is a schedule of all customs brokers employed by the Obligors for the transport of goods in the ordinary course of the business of the Obligors. The Obligors shall not employ any
other customs brokers unless (i) the Obligors have provided the Collateral Agent with thirty (30) days prior notice thereof and (ii) such customs broker has executed and delivered to the Collateral Agent a Customs Broker Agreement.
The Collateral Agent shall not give notice to any of the Obligors customs brokers to follow the instructions of the Collateral Agent as provided in any Customs Brokers Agreement except upon or following the occurrence and during the
continuance of an Event of Default and not in violation of the Intercreditor Agreement.

4.8 INDEBTEDNESS.

(a) The Obligors do not and shall not hereafter have any Indebtedness with the exceptions of:



| | (i) | Any Indebtedness under the Revolving Credit or the Term Loan Facility;
| | --- | ----------------------------------------------------------------------



| | (ii) | The Indebtedness (if any) listed on EXHIBIT 4.8, annexed hereto;
| | ---- | ----------------------------------------------------------------



| | (iii) | Indebtedness for Equipment or Real Estate secured by purchase money security interests or purchase money liens that are Permitted Encumbrances;
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | Capital Leases that are Permitted Encumbrances for the acquisition of Equipment or Real Estate;
| | ---- | -----------------------------------------------------------------------------------------------



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| | (v) | unsecured Indebtedness up to the aggregate amount of $75,000,000;
| | --- | -----------------------------------------------------------------



| | (vi) | Indebtedness of Guarantor to Borrowers up to the amount equal to Fifteen Million Dollars ($15,000,000) less the amount of any capital contributions or other
investments by Borrowers to Guarantor or its Subsidiaries made after the date hereof, in the aggregate;
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vii) | Any unsecured Indebtedness related to the redemption of the Series A Preferred Stock, in the maximum aggregate amount of $800,000;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------



| | (viii) | Indebtedness to finance the construction of an addition or additions to the Headquarters Facility or additional buildings on the Headquarters Facility premises or to
acquire fixtures for the Headquarters Facility to the extent secured by Permitted Encumbrances described in clause (j) of the definition thereof; and
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ix) | Any Indebtedness between any of the Borrowers.
| | ---- | ----------------------------------------------

provided, that, the amount of any Capital Leases and Indebtedness for Equipment is in compliance with the provision on Capital Expenditures set
forth in EXHIBIT 5.12(a).

(b) The Obligors shall not permit more than 25% of that portion of the aggregate of their
Indebtedness for the purchase of goods or services which is not the subject of a good faith dispute to remain unpaid more than 30 days beyond then current trade terms provided to the subject Borrower by the supplier of such goods and services.

(c) The Obligors shall not prepay Indebtedness except (i) the Liabilities; (ii) Indebtedness under the Term Loan
Agreement as follows: (A) other than in connection with a Liquidation and not in contravention of the Intercreditor Agreement: (1) mandatory prepayments of Indebtedness under the Term Loan Agreement; and (2) so long as no Suspension
Event or Event of Default has occurred and is continuing, voluntary prepayments of Indebtedness under the Term Loan Agreement but only to the extent that, upon and after giving effect thereto, pro forma Excess Availability would not be less than
22.5% of the Borrowing Base; or (B) in connection with a Liquidation, prepayments of Indebtedness under the Term Loan Agreement in accordance with the Intercreditor Agreement; (iii) not in contravention of any intercreditor or
subordination agreement as may be in effect with respect to other Indebtedness, and so long as no Suspension Event or Event of Default has occurred and is continuing, prepayments of such other Indebtedness but only to the extent that, upon and after
giving effect thereto, pro forma Excess Availability would not be less than 22.5% of the Borrowing Base; or (iv) prepayments associated with the redemption of the Series A Preferred Stock, in the maximum aggregate amount of $800,000.

(d) Except for prepayments permitted under Section 4.8(c), the Borrowers shall not make any payment of any part or all
of any Subordinated Debt or take any other action



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or omit to take any other action in respect of any Subordinated Debt in contravention of the written terms of any instrument evidencing such Subordinated Debt, or enter into any agreement
(written or oral) which could in any way be considered to amend, modify or terminate any instrument or agreement evidencing or relating to Subordinated Debt.

4.9 INSURANCE.

(a) EXHIBIT 4.9, is a schedule of
all insurance policies owned by the Obligors or under which the Obligors are the named insured. Each of such policies is in full force and effect. The Obligors are not in material default or violation of any such policy and, to the Obligors
knowledge, no issuer is in material default or violation of any such policy.

(b) The Obligors shall have and maintain at all
times insurance covering such risks, in such amounts, containing such terms, in such form, and for such periods customary for entities in similar industries and in similar locations as Obligors, and written by such companies as may be reasonably
satisfactory to the Agent.

(c) All insurance carried by the Obligors shall provide for a minimum of thirty
(30) days written notice of cancellation to the Collateral Agent and all such insurance which covers the Collateral shall include an endorsement in favor of the Collateral Agent that is reasonably acceptable to the Collateral Agent.

(d) The coverage reflected on EXHIBIT 4.9 presently satisfies the foregoing requirements, it being recognized by
the Obligors, however, that such requirements may change hereafter to reflect changing circumstances.

(e) The Obligors
shall furnish the Agent from time to time with certificates or other evidence reasonably satisfactory to the Agent regarding compliance by the Borrowers with the foregoing requirements.

(f) In the event of the failure by the Obligors to maintain insurance as required herein, the Collateral Agent, at its option, may obtain
such insurance, provided, however, the Collateral Agents obtaining of such insurance shall not constitute a cure or waiver of any Event of Default occasioned by the Obligors failure to have maintained such insurance.

(g) The Lead Borrower shall advise the Collateral Agent of each claim in excess of $1,000,000 (or, following the occurrence
and during the continuance of an Event of Default, $100,000) made by any Obligor under any policy of insurance which covers the Collateral and will permit the Collateral Agent, at the Collateral Agents option in each instance, to the exclusion
of the Obligors, to conduct the adjustment of each such claim in excess of such amounts (and, at the Collateral Agents option in each instance, of all claims following the occurrence of any Event of Default). Upon and following the occurrence
and during the continuation of an Event of Default, the Obligors hereby appoint the Collateral Agent as the Obligors attorney in fact to obtain, adjust, settle, and cancel any insurance described in this section and to endorse in favor of the
Collateral Agent any and all drafts and other instruments



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with respect to such insurance. The within appointment, being coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized
officer of the Collateral Agent. The Agent shall not be liable on account of any exercise pursuant to said power except where there has been a final judicial determination (in a proceeding in which the Agent had an opportunity to be heard) that such
exercise was conducted in a grossly negligent manner or in willful misconduct. The Administrative Agent may apply any proceeds of such insurance against the Liabilities, whether or not such have matured, in such order of application as the
Administrative Agent may determine. The Administrative Agents and Collateral Agents rights under this Section 4.09(g) shall be subject to the Intercreditor Agreement.

4.10 LICENSES; MATERIAL CONTRACTS.

EXHIBIT 4.10 is a schedule of all presently effective material agreements and licenses, distributorships, franchises, and similar
agreements, copies of which have previously been delivered (in final, executed form, subject to such exceptions as are satisfactory to the Administrative Agent) to the Administrative Agent. Each agreement, license, distributorship, franchise, and
similar agreement issued to the Obligor, or to which the Obligor is a party is in full force and effect in each case except those the failure of which to be in full force and effect do not have a Material Adverse Effect. No party to any such license
or agreement is in default or violation thereof in each case except those the default or violation of which do not have a Material Adverse Effect. The Obligors have not received any notice or threat of cancellation of any such license or agreement.

4.11 LEASES.

EXHIBIT 4.11 is a schedule of all presently effective Capital Leases and includes a list of all other presently effective Leases. Each of such Leases and Capital Leases is in full force and effect.
No party to any such Lease or Capital Lease is in default or violation of any such Lease or Capital Lease and none of the Obligors have received any notice or threat of cancellation of any such Lease or Capital Lease which in any such case could
reasonably be expected to have a Material Adverse Effect. After the occurrence and during the continuance of an Event of Default, the Obligors hereby authorize the Agent at any time and from time to time to contact any of the Obligors
landlords in order to confirm the continued compliance by any Obligor with the terms and conditions of the Lease(s) between such Borrower and that landlord and to discuss such issues, concerning such Obligors occupancy under such Lease(s), as
the Agent may reasonably determine.

4.12 REQUIREMENTS OF LAW.

The Obligors are in compliance with, and shall hereafter comply with and use their respective assets in compliance with, all Requirements
of Law except where the failure of such compliance will not have a Material Adverse Effect. No Obligor has received any notice of any violation of any Requirement of Law (other than of a violation which has no Material Adverse Effect, or any such
violations that have been cured or otherwise remedied).



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4.13 LABOR RELATIONS.

(a) No Obligor has been and is presently a party to any collective bargaining or other labor contract.

(b) There is not presently pending and, to the Obligors knowledge, there is not threatened any of the following:



| | (i) | Any strike, slowdown, picketing, work stoppage, or employee grievance process;
| | --- | ------------------------------------------------------------------------------



| | (ii) | Any proceeding against or affecting any Obligor relating to the alleged violation of any Requirement of Law pertaining to labor relations or National Labor Relations
Board, the Equal Employment Opportunity Commission, or any comparable governmental body, organizational activity, or other labor or employment dispute against or affecting any Obligor, which, if determined adversely to such Obligor could not have a
Material Adverse Effect;
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | Any lockout of any employees by any Obligor, (and no such action is contemplated by any Obligor); or
| | ----- | ----------------------------------------------------------------------------------------------------



| | (iv) | Any application for the certification of a collective bargaining agent.
| | ---- | -----------------------------------------------------------------------

(c) No work stoppage or other labor dispute exists, and, to Obligors knowledge, no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor
dispute.

(d) Each Obligor:



| | (i) | (A) Has complied in all material respects with all Requirements of Law relating to employment, equal employment opportunity, nondiscrimination, immigration, wages,
hours, benefits, and occupational safety and health, except such noncompliance which would not reasonably be expected to have a Material Adverse Effect; and (B) has complied in all material respects with all Requirements of Law relating to
collective bargaining, the payment of social security and similar taxes, and plant closing.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Is not liable for the payment of more than a de minimus amount of compensation, damages, taxes, fines, penalties, or other amounts, however designated, for such
Obligors failure to comply with any Requirement of Law referenced in Section 4.12.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.14
MAINTAIN PROPERTIES.



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Each Obligor shall:

(a) Keep the Collateral in good order and repair (ordinary reasonable wear and tear and insured casualty excepted);

(b) Not suffer or cause the waste or destruction of any material part of the Collateral;

(c) Not use any of the Collateral in material violation of any policy of insurance thereon; and

(d) Not sell, lease, or otherwise dispose of any of the Collateral, other than the following:



| | (i) | The Costa Rican Transaction
| | --- | ---------------------------



| | (ii) | The sale of Inventory in compliance with this Agreement;
| | ---- | --------------------------------------------------------



| | (iii) | The disposal of Equipment which is obsolete, worn out, or damaged beyond repair, which Equipment is replaced to the extent necessary to preserve or improve the
operating efficiency of such Borrower;
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | The turning over to the Agent of all Receipts as provided herein; and
| | ---- | ---------------------------------------------------------------------



| | (v) | The sale, lease, or disposition of Collateral in connection with the movement of Inventory from one store to another store in connection with Permitted Store
Openings/Closings.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.15 TAXES.

(a) Each Obligor has filed, or caused to be filed, in a timely manner all Federal, state and other material tax returns, reports and
declarations which are required to be filed by it. All information in such tax returns, reports and declarations is complete and accurate in all material respects. Each Obligor has paid or caused to be paid all taxes due and payable or claimed due
and payable in any assessment received by it, which, if unpaid, would result in a material Encumbrance on any of its properties or assets, except taxes the validity of which are being contested in good faith by appropriate proceedings diligently
pursued and available to such Borrower and with respect to which adequate reserves in conformity with GAAP have been set aside on its books. Adequate provision has been made for the payment of all accrued and unpaid Federal, state, county, local,
foreign and other taxes whether or not yet due and payable and whether or not disputed.

(b) No agreement is extant which
waives or extends any statute of limitations applicable to the right of the Internal Revenue Service or any state taxing authority to assert a



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deficiency or make any other claim for or in respect to any Federal or state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could
be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any Federal or state or local taxing authority.

(c) Except as disclosed on EXHIBIT 4.15, there are no examinations of or with respect to the Obligors presently being conducted by the Internal Revenue Service or any other taxing authority.

(d) The Obligors have, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and
other charges of any kind or nature levied, assessed or claimed against any Obligor or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Obligor or by any governmental authority (other than taxes
and charges being contested in good faith and for which adequate reserves have been established); properly exercise any trust responsibilities imposed upon the Obligors by reason of withholding from employees pay or by reason of the
Obligors receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Obligors; and timely
file all tax and other returns and other reports with each governmental authority to whom the Obligors are obligated to so file, except in those cases where extensions have been granted or are permitted of which the Obligors have given the
Administrative Agent written notice.

(e) At its option, the Agent may, but shall not be obligated to, pay any taxes,
unemployment contributions, and any and all other charges levied or assessed upon the Obligors or the Collateral by any person or entity or governmental authority (provided that, if no Liabilities (other than Liabilities solely attributable to the
L/Cs) are outstanding, then Agent may pay such amounts only if the Obligors have not paid them when due), and make any contributions or other payments on account of the Obligors Employee Benefit Plan as the Agent, in the Agents
discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agents
making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by the Obligors failure to have made such payment.

4.16 NO MARGIN STOCK OR SECURITIES.

The Obligors are not engaged in the business of extending credit for the purpose of purchasing or carrying any margin stock (within the meaning of Regulations U, T, and X of the Board of Governors of the
Federal Reserve System of the United States). No part of the proceeds of any borrowing hereunder will be used at any time to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such
margin stock.

4.17 ERISA.

Neither the Obligors nor any ERISA Affiliate ever has or hereafter shall:



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(a) Violate or fail to be in material compliance with Employee Benefit Plan maintained by
the Obligors;

(b) Except as set forth in EXHIBIT 4.17, fail timely to file all reports and filings required by
ERISA to be filed by the Borrowers;

(c) Engage in any prohibited transactions or reportable events
(respectively as described in ERISA);

(d) Engage in, or commit, any act such that a tax or penalty could be imposed upon the
Obligors on account thereof pursuant to ERISA;

(e) Accumulate any material funding deficiency within the meaning of ERISA;

(f) Terminate any Employee Benefit Plan such that a lien could be asserted against any assets of the Obligors on account
thereof pursuant to ERISA; or

(g) Be a member of, contribute to, or have any obligation under any Employee Benefit Plan which
is a multiemployer plan within the meaning of Section 4001(a) of ERISA.

4.18 HAZARDOUS
MATERIALS AND ENVIRONMENTAL COMPLIANCE.

(a) The Obligors have
never:



| | (i) | Been legally responsible for any release or threat of release of any Hazardous Material; or
| | --- | -------------------------------------------------------------------------------------------



| | (ii) | Received notification of any release or threat of release of any Hazardous Material from any site or vessel occupied or operated by the Borrowers and/or of the
incurrence of any expense or loss in connection with the assessment, containment, or removal of any release or threat of release of any Hazardous Material from any such site or vessel.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b) The Obligors shall:



| | (i) | Dispose of any Hazardous Material only in compliance with all Environmental Laws; and
| | --- | -------------------------------------------------------------------------------------



| | (ii) | Not store on any site or vessel occupied or operated by the Obligors and not transport or arrange for the transport of any Hazardous Material, except if such storage or
transport is in the ordinary course of the Obligors business and is in compliance with all Environmental Laws.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c) The Lead Borrower shall provide the Administrative Agent with written notice upon obtaining knowledge of any expense or loss incurred by any governmental authority or



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other Person in connection with the assessment, containment, or removal of any Hazardous Material, for which expense or loss the Borrowers may be liable.

(d) The Borrowers have taken all necessary steps to investigate the past and present condition and usage of the Headquarters Facility and
the Domestic Distribution Facilities and the operations conducted thereon and, based upon such diligent investigation, has determined that:



| | (i) | none of the Borrowers, their Subsidiaries or any operator of the Headquarters Facility and the Domestic Distribution Facilities or any operations thereon is in
violation, or alleged violation, of any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters, including without limitation, those arising under the Resource Conservation and Recovery Act
(RCRA), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended (CERCLA), the Superfund Amendments and Reauthorization Act of 1986 (SARA), the Federal Clean
Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any state, local or foreign law, statute, regulation, ordinance, order or decree relating to health, safety or the environment (hereinafter Environmental
Laws), which violation would have a material adverse effect on the environment or a Material Adverse Effect, provided that for operators or operation prior to the time that Borrowers owned or operated such real estate, said representation
shall be limited to Borrowers knowledge;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | neither the Borrowers nor any of their Subsidiaries has received notice from any third party including, without limitation, any Governmental Authority,
(A) that any one of them has been identified by the United States Environmental Protection Agency (EPA) as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R.
Part 300 Appendix B; (B) that any hazardous waste, as defined by 42 U.S.C. §6903(5), any hazardous substances as defined by 42 U.S.C. §9601(14), any pollutant or contaminant as defined by 42 U.S.C. §9601(33) and any toxic
substances, oil or hazardous materials or other chemicals or substances regulated by any Environmental Laws (Hazardous Substances) which any one of them has generated, transported or disposed of has been found at any site at which
a Governmental Authority has conducted or has ordered that any Borrowers or any of their Subsidiaries conduct a remedial investigation, removal or other response action pursuant
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | to any Environmental Law; or (iii) that it is or shall be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding (in each case, contingent or
otherwise) arising out of any third partys incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the release of Hazardous Substances;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | except as set forth on EXHIBIT 4.18 attached hereto: (A) no portion of the Headquarters Facility and the Domestic Distribution Facilities
has been used for the handling, processing, storage or disposal of Hazardous Substances except in accordance with applicable Environmental Laws; and no underground tank or other underground storage receptacle for Hazardous Substances is located on
any portion of the Headquarters Facility and the Domestic Distribution Facilities; (B) in the course of any activities conducted by the Borrowers, their Subsidiaries or operators of its properties, no Hazardous Substances have been generated or
are being used on the Headquarters Facility and the Domestic Distribution Facilities except in accordance with applicable Environmental Laws; (C) there have been no releases (i.e. any past or present releasing, spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping) or threatened releases of Hazardous Substances on, upon, into or from the properties of the Borrowers or their Subsidiaries, which releases would have a material
adverse effect on the value of any of the Headquarters Facility and the Domestic Distribution Facilities or adjacent properties or the environment; (iv) to the best of the Borrowers knowledge, there have been no releases on, upon, from or
into any real property in the vicinity of any of the Headquarters Facility and the Domestic Distribution Facilities which, through soil or groundwater contamination, may have come to be located on, and which would have a material adverse effect on
the value of, the Headquarters Facility and the Domestic Distribution Facilities ; and (v) in addition, any Hazardous Substances that have been generated on any of the Headquarters Facility and the Domestic Distribution Facilities have been
transported offsite only by carriers having an identification number issued by the EPA (or the equivalent thereof in any foreign jurisdiction), treated or disposed of only by treatment or disposal facilities maintaining valid permits as required
under applicable Environmental Laws, which transporters and facilities have been and are, to the best of the Borrowers knowledge, operating in compliance with such permits and applicable Environmental Laws provided that for purposes of this
clause (iii), representations relating to real property for a period prior to the
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | operation or occupation by Borrowers shall be to Borrowers knowledge; and
| | --------------------------------------------------------------------------



| | (iv) | none of the Borrowers and their Subsidiaries, any Mortgaged Property or the Headquarters Facility and the Domestic Distribution Facilities is subject to any applicable
Environmental Law requiring the performance of Hazardous Substances site assessments, or the removal or remediation of Hazardous Substances, or the giving of notice to any Governmental Authority or the recording or delivery to other Persons of an
environmental disclosure document or statement by virtue of the transactions set forth herein and contemplated hereby, or as a condition to the recording of any Mortgage or to the effectiveness of any other transactions contemplated hereby.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.19 LITIGATION.

Except as described in EXHIBIT 4.19 there is not presently pending or threatened by or against any Obligor any suit, action,
proceeding, or investigation which, if determined adversely to such Obligor, would have a Material Adverse Effect.

4.20
DIVIDENDS; INVESTMENTS; CORPORATE ACTION.

(a) The Obligors
shall not, except as set forth in EXHIBIT 4.20:

(i) Pay any cash dividend or make any other
distribution in respect of any class of the Obligors capital stock (except as permitted in Section 4.20(b));

(ii) Redeem, retire, purchase, or acquire any Obligors capital stock or Securities, except as permitted under Section 4.20(b), and, in any event, unless such stock repurchases are approved by
the Lead Borrowers Board of Directors and be no be less favorable to the Borrowers than those which would have been charged and imposed in an arms length transaction;

(iii) Invest in or purchase any stock or securities or rights to purchase any such stock or securities, of any corporation
or other entity (except (A) in Eligible Liquid Collateral, (B) investments (including, without limitation, capital contributions and loans) to Guarantor or its Subsidiaries, in an aggregate amount not to exceed Fifteen Million Dollars
($15,000,000) (without duplication of the advances permitted under Section 4.21(e) hereof) in the aggregate after the Closing Date; (C) as permitted in Section 4.20(c); (D) so long as there has not occurred a Suspension Event or
an Event of Default, and no Suspension Event or Event of Default would result therefrom, contributions under one or more Approved Security-Free SERPS to the related Security-Free Rabbi Trusts in the amount of not more than $4,000,000 per annum, and
not more than $10,000,000 in the aggregate, and subject to delivery of a certificate to the Administrative Agent demonstrating pro forma compliance with Section 5.12 hereof upon and following the



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making of such contributions); (E) investments of the assets held in any Security-Free Rabbi Trusts pursuant to Approved Security-Free SERPs; and (F) fixed income instruments or fixed
income equity securities, in each case rated A- or better by a rating agency acceptable to Administrative Agent with intermediate to perpetual maturities that (i) are structured with frequent short-term auction periods of the type described in
EXHIBIT 4.20and that meet the qualifications with respect thereto as set forth therein; and (ii) are subject to the first-priority security interest in favor of the Term Loan Collateral Agent and a security interest in favor of the
Collateral Agent second only in priority to the Term Loan Collateral Agent to the extent and in the degree set forth in the Intercreditor Agreement pursuant to Section 8.3(d)(ii);

(iv) Merge or consolidate or be merged or consolidated with or into any other corporation or other entity (except as
permitted in Section 4.20(c));

(v) Consolidate any of the Obligors operations with those of any
other corporation or other entity (other than with any other present or future Obligor) (except as part of a Permitted Acquisition or Permitted Creation);

(vi) Organize any Affiliate (except as permitted in Section 4.20(c)), or create any Affiliate, except pursuant to a Permitted Creation;

(vii) Subordinate any debts or obligations owed to the Obligors by any third party to any other debts owed by such third
party to any other Person;

(viii) Acquire any assets other than in the ordinary course and conduct of the
Obligors business as conducted at the execution of this Agreement (except as permitted in Section 4.20(c)); or

(ix) Make any Loans except as permitted in Section 4.21.

(b)
Borrowers may make dividends, distributions and common stock buybacks provided that (A) no Suspension Event or Event of Default has occurred which is continuing at the time of such dividend, distribution, or buyback, and (B) upon and after
giving effect thereto, pro forma Excess Availability is at least 22.5% of Borrowing Base. Lead Borrower may repurchase capital stock held by officers, directors, and employees in an amount not to exceed $5,000,000 in the aggregate per annum provided
that upon and after giving effect thereto, pro forma Excess Availability is at least 15% of the Borrowing Base and such purchase is approved by the Lead Borrowers Board of Directors and conducted on an arms length basis.

(c) So long as there is no Suspension Event that has occurred or would occur as a result thereof, and the pro forma Excess Availability
is at least 22.5% of the Borrowing Base upon and after giving effect thereto, the Borrowers may make Permitted Acquisitions and Permitted Creations, provided, that, the aggregate amount of consideration for all Permitted Acquisitions and Permitted
Creations (including all Indebtedness incurred, repaid or assumed in connection with all acquisitions occurring after the Closing Date and net of cash and cash equivalents acquired), cash paid, and capital stock issued or expended in respect of all
such



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acquisitions after the Closing Date shall not exceed $75,000,000 (exclusive of any consideration delivered to another Borrower, whether such Borrower is now a Borrower or becomes a Borrower prior
to delivery of such consideration (whether in the form of cash of capital stock)) in the aggregate following the Closing Date.

4.21 LOANS.

The Obligors shall not make any loans or advances to, nor acquire the Indebtedness of, any Person, provided, however, the foregoing does not prohibit any of the following:

(a) Advance payments made to the Obligors suppliers in the ordinary course; and

(b) Advances to the Obligors officers, employees, and salespersons with respect to reasonable expenses to be incurred by such
officers, employees, and salespersons for the benefit of the Obligors, which expenses are properly substantiated by the person seeking such advance and properly reimbursable by the Obligors.

(c) Additional advances to the Obligors employees approved by the Chief Financial Officer, in an amount not more than $1,000,000 in
the aggregate.

(d) Advances from a Borrower to another Borrower.

(e) Advances to Guarantors and their Subsidiaries, in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) (without
duplication of the investments permitted under Section 4.20(a)(iii)(B)).

4.22 PROTECTION
OF ASSETS.

The Agent may in its discretion from time to time, discharge any tax or
Encumbrance on any of the Collateral, or take any other action which the Agent may deem necessary or desirable to repair, insure, maintain, preserve, collect, or realize upon any of the Collateral. The Agent shall not have any obligation to
undertake any of the foregoing and shall have no liability on account of any action so undertaken except where there is a specific finding in a judicial proceeding (in which the Agent has had an opportunity to be heard), from which finding no
further appeal is available, that the Agent had acted in actual bad faith or in a grossly negligent manner. The Borrowers shall pay to the Administrative Agent, on demand, or the Administrative Agent, in its discretion, may add to the Loan Account,
all amounts paid or incurred by the Agent pursuant to this Section 4.22. The obligation of the Borrowers to pay such amounts is a Liability.

4.23 LINE OF BUSINESS.

The
Obligors shall not engage in any business other than the business in which it is currently engaged or a business reasonably related thereto, or such other lines of business as may be consented to by the Administrative Agent.

4.24 AFFILIATE TRANSACTIONS.



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The Obligors shall not make any payment, nor give any value to any Affiliate except for
goods and services actually purchased by the Obligors from, or sold by the Borrowers to, such Affiliate for a price and on terms which shall be no be less favorable to the Borrowers than those which would have been charged and imposed in an arms
length transaction, other thanthe investments permitted under clauses (B), (C), (D), and (E) of Section 4.20(a)(iii) and dividends, distributions and common stock buybacks and repurchases permitted by Section 4.20(b).

4.25 FURTHER ASSURANCES.

(a) Other than property and assets in Canada and as otherwise provided in this Agreement, the Obligors are not the owner of, nor have
they any interest in, any property or asset in which a Collateral Interest is required to be granted hereunder which, immediately upon the satisfaction of the conditions precedent to the effectiveness of the credit facility contemplated hereby
(Article III) will not be subject to perfected Collateral Interests in favor of the Collateral Agent (subject only to Permitted Encumbrances) to secure the Liabilities.

(b) The Obligors will not hereafter acquire any asset or any interest in property in which a Collateral Interest is required to be granted hereunder which is not, immediately upon such acquisition,
subject to such a perfected Collateral Interest in favor of the Collateral Agent (subject only to Permitted Encumbrances) to secure the Liabilities.

(c) The Obligors shall execute and deliver to the Agent such instruments, documents, and papers, and shall do all such things from time to time hereafter as the Agent may reasonably request to carry into
effect the provisions and intent of this Agreement; to protect and perfect the Agents Collateral Interests in the Collateral; and to comply with all applicable statutes and laws; and facilitate the collection of the Receivables Collateral. The
Obligors shall execute all such instruments as may be reasonably required by the Agent with respect to the recordation and/or perfection of the Collateral Interests created or contemplated herein.

(d) The Obligors hereby designate the Agent as and for the Obligors true and lawful attorney, with full power of substitution, to
sign and file any financing statements in order to perfect or protect the Agents Collateral Interests in the Collateral.

(e) A carbon, photographic, or other reproduction of this Agreement or of any financing statement or other instrument executed pursuant
to this Section 4.25shall be sufficient for filing to perfect the security interests granted herein.

4.26
ADEQUACY OF DISCLOSURE.

(a) All financial statements furnished to the Agent or the Lenders
by the Obligors have been prepared in accordance with GAAP consistently applied and present fairly the Consolidated condition of the Obligors at the date(s) thereof and the Consolidated results of operations and cash flows of the Obligors for the
period(s) coveredsubject, in the case of interim financials, to normal year end adjustments. There has been no change in the financial condition, results of operations, or cash flows of the Obligors since the date(s) of such financial
statements,



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other than changes in the ordinary course of business, which changes have not been materially adverse, either singularly or in the aggregate.

(b) The Obligors do not have any contingent obligations or obligation under any Lease or Capital Lease which is not noted in the
Obligors most recent Consolidated financial statements furnished to the Agent or the Lenders prior to the execution of this Agreement which would have a Material Adverse Effect.

(c) No document, instrument, agreement, or paper now or hereafter given the Agent or the Lenders by or on behalf of the Obligors or any
guarantor of the Liabilities in connection with the execution of this Agreement by the Agent or Lenders contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the
statements therein not misleading. There is no fact known to the Borrowers which has, or which, in the foreseeable future could have, a Material Adverse Effect which has not been disclosed in writing to the Agent or Lenders.

4.27 NO RESTRICTIONS ON LIABILITIES.

No Obligor shall enter into or become subject to, directly or indirectly, any agreement (other than the Indenture Agreement, as in effect
as of the date hereof and without giving effect to any subsequent amendment, modification, replacement, or substitution thereof) prohibiting or restricting (other than with respect to Permitted Encumbrances), in any manner (including, without
limitation, by way of covenant, representation, or event of default) any of the following:

(a) The granting of Collateral
Interests in favor of the Agent on any asset of any Obligor; or

(b) The incurrence of any of the Liabilities.

4.28 OTHER COVENANTS.

No Obligor shall indirectly do or cause to be done any act which, if done directly by such Obligor or Obligors, would breach any covenant contained in this Agreement.

ARTICLE V. - FINANCIAL REPORTING AND PERFORMANCE COVENANTS:

5.1 MAINTAIN RECORDS.

The Obligors shall:

(a) At all times, keep proper books of account, in which full, true, and accurate entries shall be made of all of the
Obligors transactions, all in accordance with GAAP applied consistently with prior periods to fairly reflect the financial condition of the Obligors at the close of, and its results of operations for, the periods in question.



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(b) Timely provide the Agent with those financial reports, statements, and schedules
required by this Article V or otherwise, each of which reports, statements and schedules shall be prepared, to the extent applicable, in accordance with GAAP applied consistently with prior periods to fairly reflect the financial condition of the
Obligors at the close of, and its results of operations for, the period(s) covered therein.

(c) At all times, keep accurate
current records of the Collateral including, without limitation, accurate current stock, cost, and sales records of its Inventory, accurately and sufficiently itemizing and describing the kinds, types, and quantities of Inventory and the cost and
selling prices thereof.

(d) At all times, retain independent certified public accountants who are reasonably satisfactory to
the Administrative Agent and instruct such accountants to fully cooperate with, and be available to, the Administrative Agent to discuss the Obligors financial performance, financial condition, operating results, controls, and such other
matters, within the scope of the retention of such accountants, as may be raised by the Administrative Agent.

(e) Not change
their respective fiscal years, tax identification numbers, or state of incorporation, except as set forth herein.

5.2
ACCESS TO RECORDS.

(a) The Obligors shall accord the Agent and the
Agents representatives access from time to time as the Agent and such representatives may require to all properties owned by or over which any Obligor has control. The Agent and such representatives shall have the right, and the Obligors will
permit the Agent and the Agents representatives from time to time (upon prior notice and during normal business hours, if prior to the occurrence and continuance of a Suspension Event) as Agent and such representatives may request, to examine,
inspect, copy, and make extracts from any and all of the Obligors books, records, electronically stored data, papers, and files. The Obligors shall make all of the Obligors copying facilities available to the Agent and the Agents
representatives.

(b) The Obligors hereby authorize the Agent and the Agents representatives to:



| | (i) | Subject to Section 14.26, inspect, copy, duplicate, review, cause to be reduced to hard copy, run off, draw off, and otherwise use any and all computer or
electronically stored information or data which relates to the Obligors, whether maintained by Obligors or by any service bureau, contractor, accountant, or other person, and directs any such service bureau, contractor, accountant, or other person
who maintains such information for the Obligor fully to cooperate with the Agent and the Agents representatives with respect thereto.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Verify at any time the Collateral or any portion thereof, including upon and following the occurrence and during the continuance of any Suspension
Event: verification with Account Debtors, and/or
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | with the Borrowers computer billing companies, collection agencies, and accountants and to sign the name of the Obligors on any notice to the Obligors Account Debtors or verification
of the Collateral.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | Deliver to the Term Loan Administrative Agent, the Term Loan Collateral Agent, and the Term Lenders under the Term Loan Facility any and all information regarding the
Obligors, including without limitation, copies of materials relating to appraisals, commercial finance audits, and items delivered or obtained hereunder or in connection with the Loan Documents.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5.3 IMMEDIATE NOTICE TO AGENT.

(a) The Lead Borrower shall provide the Administrative Agent and Collateral Agent with written notice promptly upon the occurrence of any
of the following events, which written notice shall be with reasonable particularity as to the facts and circumstances in respect of which such notice is being given:



| | (i) | Any change in the Authorized Officers.
| | --- | --------------------------------------



| | (ii) | The completion of any physical count of all or a material portion of the Obligors Inventory (together with a copy of the results thereof certified by the Lead
Borrower).
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | Any cessation by the Obligors of their making payment to its creditors generally as the Obligors debts become due.
| | ----- | -------------------------------------------------------------------------------------------------------------------



| | (iv) | Any failure by the Obligors to pay rent at any forty or more of the Borrowers locations, which failure continues for more than Ten (10) days following the
last day on which such rent was payable.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | Any material adverse change in the business, operations, or financial affairs of the Obligors.
| | --- | ----------------------------------------------------------------------------------------------



| | (vi) | The existence of any Suspension Event or Event of Default.
| | ---- | ----------------------------------------------------------



| | (vii) | Any decision on the part of any Obligor to discharge the Obligors present independent accountants or any withdrawal or resignation by such independent accountants
from their acting in such capacity.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (viii) | Any litigation which, if determined adversely to the Obligors, could be reasonably expected to have a Material Adverse Effect.
| | ------ | ------------------------------------------------------------------------------------------------------------------------------



| | (ix) | Any violation of any Environmental Law that the Obligors or any of their Subsidiaries reports in writing or is reportable by such Person in writing (or
for which any written report supplemental to
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | any oral report is made) to any Governmental Authority and upon becoming aware thereof, of any inquiry, proceeding, investigation, or other action, including a notice from any agency of potential
environmental liability, of any Governmental Authority.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b) The Lead Borrower shall:



| | (i) | Provide the Administrative Agent, when so distributed, with copies of any materials distributed to the shareholders of any Obligor (qua such shareholders).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | At the reasonable request of the Administrative Agent, from time to time, provide the Agent with copies of all advertising (including copies of all print advertising
and duplicate tapes of all video and radio advertising).
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | Provide the Administrative Agent, when received by the Obligors, with a copy of any management letter or similar communications from any accountant of the Obligors.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

5.4 BORROWING BASE CERTIFICATE.

The Lead Borrower shall provide the Collateral Agent by 11:30 a.m., on the tenth Business Day of each month, with a
Borrowing Base Certificate (in the form of EXHIBIT 5.4 as such form may be revised from time to time by the Collateral Agent), reflecting the Obligors condition on the last Business Day of the reporting period
immediately prior to the date when furnished, provided that, for any week that Excess Availability is less than 15% of the Borrowing Base, the Lead Borrower shall provide the Agent by 11:30 a.m., weekly, on the Second (2nd) Business Day of the following week, with such Borrowing Base
Certificate reflecting the Borrowers condition on the last Business Day of the prior week. Such Certificate shall be signed by an Authorized Officer and may be sent to the Agent by facsimile or email (with electronic signature) transmission.
Such weekly Borrowing Base Certificates shall be required until Excess Availability has next exceeded 20% of the Borrowing Base for 20 consecutive Business Days, at which point monthly Borrowing Base Certificates shall again be required in
accordance with this Section. Each Borrowing Base Certificate shall contain a certification that no Obligor has entered into any agreements,of the type described in clause (a)(ii) of the definition of Borrowing Base A, or amendments or
modifications to agreements of such type, other than (i) agreements that have been delivered to the Administrative Agent prior to the delivery of such Borrowing Base Certificate; or (ii) agreements that are delivered to the Administrative
Agent concurrently with such Borrowing Base Certificate.

5.5 WEEKLY REPORTS.

In the event that a Borrowing Base Certificate is required weekly, then, in addition, on a weekly basis, on Tuesday of each week (as of
the then immediately preceding Saturday) the Lead Borrower shall provide the Collateral Agent with a flash inventory and accounts receivable



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collateral report (each in such form as may be specified from time to time by the Collateral Agent). Such report may be sent to the Collateral Agent by facsimile transmission, provided that the
original thereof is forwarded to the Collateral Agent on the date of such transmission.

5.6 MONTHLY
REPORTS.

(a) Monthly, the Lead Borrower shall provide the Collateral Agent with original counterparts of
the following (each in such form as the Collateral Agent from time to time may specify):



| | (i) | Within Fifteen (15) days of the end of the previous month:
| | --- | ----------------------------------------------------------



| | (A) | A Stock Ledger Report.
| | --- | ------------------------



| | (B) | A General Ledger Inventory Report.
| | --- | ------------------------------------



| | (C) | Reconciliation between stock ledger and general ledger as of the end of the subject month.
| | --- | ------------------------------------------------------------------------------------------



| | (D) | A leased department inventory report (for locations within department or specialty stores or other locations in which a Borrower leases or licenses a portion of the
space in such store).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (E) | L/C inventory and in-transit inventory report (if in the Borrowing Base).
| | --- | -------------------------------------------------------------------------



| | (F) | A General Ledger Accounts Receivable Report.
| | --- | ----------------------------------------------



| | (G) | A General Ledger Other Accounts Receivable Report.
| | --- | ----------------------------------------------------



| | (H) | An aging of the Borrowers Accounts.
| | --- | ------------------------------------



| | (I) | An aging of the Borrowers accounts payable.
| | --- | --------------------------------------------



| | (J) | Third party statements as to Eligible Liquid Collateral and Liquid Collateral Investments.
| | --- | ------------------------------------------------------------------------------------------



| | (K) | A Gross Margin reconciliation.
| | --- | ------------------------------



| | (L) | A store activity report.
| | --- | ------------------------



| | (ii) | Within Thirty (30) days of the end of the previous month:
| | ---- | ---------------------------------------------------------



| | (A) | The Officers Compliance Certificate described in Section 5.9.
| | --- | --------------------------------------------------------------



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| | (B) | An internally prepared financial statement of the Borrowers financial condition and the results of its operations for, the period ending with the end of the
subject month, which financial statement shall include, at a minimum, a consolidated balance sheet, income statement, cash flow and comparison to the Business Plan, which statement shall be certified by the Lead Borrowers chief financial
officer or chief operating officer as fairly presenting the financial position of the Borrowers in accordance with GAAP (subject to year-end audit adjustments).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (C) | In addition, if Accounts in an aggregate face amount in excess of $500,000 become newly ineligible because they fall within one of the specified categories of
ineligibility set forth in the definition of Eligible Accounts or otherwise established by Administrative Agent, Borrowers shall notify the Administrative Agent of such occurrence no later than the sixth Business Day following such occurrence and
the Borrowing Base shall thereupon be adjusted to reflect such occurrence.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (D) | After Excess Availability falls below 25% of the Borrowing Base and until Excess Availability has next exceeded 25% of the Borrowing Base for 40 consecutive Business
Days, the Borrower shall deliver a report as to the Fixed Charge Coverage Ratio as of the then most recent month ended, for the 12 month period ending with such month.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b) For purposes of Section 5.6(a)(i), above, the first previous month in respect of which the items required by
that Section shall be provided shall be September 2004, and for purposes of Section 5.6(a)(ii), above, the first previous month in respect of which the items required by that Section shall be provided shall be August 2004.

(c) Until otherwise requested by the Administrative Agent, the items required by Sections 5.6(a)(i), and 5.6(a)(ii)(C) may be
delivered in electronic format.

5.7 QUARTERLY REPORTS.

Quarterly, within Forty Five (45) days following the end of each of the Borrowers first three fiscal quarters, the Borrowers
shall provide the Agent with an original counterpart of a management prepared financial statement of the Borrowers for the period from the beginning of the Borrowers then current fiscal year through the end of the subject quarter, with
comparative information for the same period of the previous fiscal year, which statement shall include, at a minimum, a consolidated balance sheet, income statement (if requested, on a company specific and on a consolidating basis), and
cash flows and comparisons for the corresponding quarter of the then immediately previous year, as well as to the Business Plan.



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5.8 ANNUAL REPORTS.

(a) Annually, within 90 days following the end of the Borrowers fiscal year, the Lead Borrower shall furnish the Agent with the
following:



| | (i) | Borrowers Consolidated annual financial statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Borrowers
independent certified public accountants (i.e. said statement shall be certified by such accountants) and shall include, at a minimum (with comparative information for the then prior fiscal year) a balance sheet, income statement,
statement of changes in shareholders equity, and cash flows; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | The Officers Compliance Certificate described in Section 5.9.
| | ---- | --------------------------------------------------------------

(b) Each annual statement shall be accompanied by such accountants certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants
to believe that any Suspension Event relating to the financial performance covenants imposed pursuant to Section 5.12had occurred during the subject fiscal year (or if one or more had occurred, the facts and circumstances thereof).

5.9 OFFICERS CERTIFICATES.

(a) The Lead Borrower shall cause its Authorized Officer to certify, in the form attached hereto as EXHIBIT 5.9(the
Officers Compliance Certificate) in connection with those monthly and annual statements to be furnished pursuant to this Agreement that:



| | (i) | Such statement was prepared in accordance with GAAP consistently applied and presents fairly and in all material respects the financial condition of the Borrowers at
the close of, and the results of the Borrowers operations and cash flows for, the period(s) covered, subject, however to the following:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (A) | usual year end adjustments (this exception shall not be included in the Certificate which accompanies such annual statement).
| | --- | -----------------------------------------------------------------------------------------------------------------------------



| | (B) | Material Accounting Changes (in which event, such certificate shall include a schedule (in reasonable detail) of the effect of each such Material Accounting Change) not
previously specifically taken into account in the determination of the financial performance covenant imposed pursuant to Section 5.12.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | No Suspension Event or Event of Default has occurred which is continuing, or if such event has occurred, its nature (in reasonable
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------



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| | detail) and the steps (if any) being taken or contemplated by the Borrowers to be taken on account thereof.
| | -----------------------------------------------------------------------------------------------------------



| | (iii) | The Borrowers were in compliance (or had failed to comply) as of the date of the applicable statement with each of the financial performance covenants included in
Section 5.12 hereof; such certification to be accompanied by calculations demonstrating such compliance or failure to comply.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5.10 INVENTORIES, APPRAISALS, AND AUDITS.

(a) The Collateral Agent may, at the expense of the Borrowers, participate in and/or observe each inventory and any cycle count of the Collateral which is undertaken on behalf of the Borrowers (provided
that any expenses of Collateral Agent for which Collateral Agent seeks reimbursement shall be reasonable expenses). No Borrower may, without the prior written consent of the Collateral Agent, change the methodology to be followed in connection with
the conduct of and reporting on the results of such inventory from the methodology employed by the Borrowers as of the date of this Agreement.

(b) The Borrowers, at their expense, shall cause each store location, warehouse, and distribution center to have not less than One (1) physical inventory or cycle count in each Twelve (12) month
period to be undertaken consistent with current practice, while this Agreement is in effect (the scheduling of which shall be subject to the Collateral Agents reasonable discretion), and in reasonable cocoperation with the Term Collateral
Agent conducted by such inventory takers as are reasonably satisfactory to the Collateral Agent and following such methodology as may be reasonably satisfactory to the Agent.



| | (i) | The Lead Borrower shall provide the Collateral Agent with a copy of the preliminary results of each such inventory (as well as of any other physical inventory
undertaken by the Borrowers) within Ten (10) days after its completion.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | The Lead Borrower shall provide the Collateral Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken
by the Borrowers) to the Borrowers books and records within Thirty (30) days following the completion of such inventory.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | The Collateral Agent, in its discretion and in reasonable cooperation with the Term Loan Collateral Agent, following the occurrence of and during the continuance of a
Suspension Event, may cause such additional inventories to be taken as the Collateral Agent determines (each, at the expense of the Borrowers).
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c) If at any time during any 12-month period Excess Availability falls below 60% of the Borrowing Base for at least 15 consecutive Business Days, the Collateral Agent



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contemplates obtaining up to One (1) appraisal (at the expense of the Borrowers) of the Borrowers Inventory at any time during such 12-month period, and if at any time during any
12-month period Excess Availability falls below 30% of the Borrowing Base for at least 5 consecutive Business Days, the Collateral Agent contemplates obtaining up to One (1) additional appraisal (at the expense of the Borrowers) of the
Borrowers Inventory at any time during such 12-month period , but in its discretion, may obtain additional appraisals of the Borrowers Inventory and Real Estate in the event it deems it reasonably necessary in its discretion (such
additional appraisals, if not conducted after and during the continuance of an Event of Default, shall be at Collateral Agents expense). In addition, the Collateral Agent may obtain in reasonable cooperation with the Term Loan Collateral
Agent, an appraisal of the Headquarters Facility (at the expense of the Borrower) at any time after the Borrower incurs additional Indebtedness after the date hereof secured by the Headquarters Facility in excess of $1,000,000.

(d) If at any time during any 12-month period Excess Availability falls below 60% of the Borrowing Base for at least 15 consecutive
Business Days, the Collateral Agent contemplates conducting One (1) commercial finance audit (at the expense of the Borrowers) of the Borrowers books and records, and if at any time during any 12-month period Excess Availability falls
below 30% of the Borrowing Base for at least 5 consecutive Business Days, the Collateral Agent contemplates obtaining up to One (1) additional commercial finance audit (at the expense of the Borrowers), but in its discretion, may obtain more in
the event it deems it reasonably necessary in its discretion (such additional commercial finance audits, if not conducted after and during the continuance of an Event of Default, shall be at Collateral Agents expense).

5.11 ADDITIONAL FINANCIAL INFORMATION.

(a) In addition to all other information required to be provided pursuant to this Article V, the Lead Borrower promptly shall provide the
Agent (and any guarantor of the Liabilities), such other and additional information concerning the Obligors, the Collateral, the operation of the Obligors business, and the Obligors financial condition, including financial reports and
statements (including supporting schedules), as the Agent may from time to time reasonably request from the Lead Borrower.

(b) The Lead Borrower may provide the Agent, from time to time hereafter, with updated forecasts of the Obligors anticipated
performance and operating results.

(c) The Lead Borrower shall, no later than Thirty (30) days prior to the end of each
of the Borrowers fiscal years, furnish the Administrative Agent with a draft updated and extended forecast (which forecast shall be proposed by the Lead Borrower to become the Business Plan as provided in clause (5.11(d) below) which
shall go out at least through the end of the then next fiscal year and shall include a Consolidated income statement, balance sheet, and statement of cash flow, by month, as well as components of the Borrowing Base and shall include assumptions as
are reasonably satisfactory to the Agent, each prepared in conformity with GAAP and consistent with the Borrowers then current practices, and the Lead Borrower shall, no later than Sixty (60) days after the end of each of the
Borrowers fiscal years, furnish the Agent with a final updated and extended forecast which shall go out at least through the end of the then



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next fiscal year and shall include a Consolidated income statement, balance sheet, and statement of cash flow, by month, as well as components of the Borrowing Base and shall include assumptions
as are reasonably satisfactory to the Agent, each prepared in conformity with GAAP and consistent with the Borrowers then current practices,.

(d) The Administrative Agent, following the receipt of any of such forecast, may, but shall not be under any obligation to, accept in writing such forecast (in which event, such forecast shall become the
Business Plan).

(e) Intentionally omitted.

(f) Promptly after the sending or filing thereof, as the case may be, the Obligors shall deliver to the Administrative Agent copies of any proxy statements, financial statements or reports which Obligors
have sent to shareholders qua shareholders and copies of any regular, periodic and special reports or registration statements which Obligors file with the Securities and Exchange Commission of any governmental authority which may be substituted
therefore, or any national securities exchange.

(g) The Obligors recognize that all appraisals, inventories, analysis,
financial information, and other materials which the Agent may obtain, develop, or receive with respect to the Obligors is confidential to the Agent and that, except as otherwise provided herein, the Obligors are not entitled to receipt of any of
such appraisals, inventories, analysis, financial information, and other materials, nor copies or extracts thereof or therefrom.

5.12 FINANCIAL PERFORMANCE COVENANTS.

The Borrowers shall observe and comply with those financial performance covenants set forth on EXHIBIT 5.12(a) certain of which covenants are based on the Business Plan set forth on EXHIBIT
5.12(b). Compliance with such financial performance covenants shall be made as if no Material Accounting Changes had been made (other than any Material Accounting Changes specifically taken into account in the setting of such covenants). The
Administrative Agent may determine the Borrowers compliance with such covenants based upon financial reports and statements provided by the Lead Borrower to the Administrative Agent (whether or not such financial reports and statements are
required to be furnished pursuant to this Agreement) as well as by reference to interim financial information provided to, or developed by, the Administrative Agent.

ARTICLE VI. - USE AND COLLECTION OF COLLATERAL:

6.1 USE
OF INVENTORY COLLATERAL.

(a) The Borrowers shall not engage in any sale of
the Inventory other than for fair consideration in the conduct of the Borrowers business in the ordinary course and shall not engage in sales or other dispositions to creditors, sales or other dispositions in bulk, or any use of any of the
Inventory in breach of any provision of this Agreement.



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(b) No sale of Inventory shall be on consignment, approval, or under any other circumstances
such that, with the exception of the Borrowers customary return policy applicable to the return of Inventory purchased by the Borrowers retail customers in the ordinary course, such Inventory may be returned to the Borrowers without the
consent of the Agent.

6.2 INVENTORY QUALITY.

All Inventory now owned or hereafter acquired by the Borrowers is and will be of good and merchantable quality and free from defects
(other than defects within customary trade tolerances or for purchases of irregular Inventory in accordance with current practices).

6.3 ADJUSTMENTS AND ALLOWANCES.

The Borrowers may grant such allowances or other adjustments to the Borrowers Account Debtors (exclusive of extending the time for payment of any Account or Account Receivable, which shall not be
done except in the ordinary course of the Borrowers business) as the Borrowers may reasonably deem to accord with sound business practice, provided, however, upon the occurrence and during the continuance of an Event of Default,
the authority granted the Borrowers pursuant to this Section 6.3 may be limited or terminated by the Collateral Agent at any time in the Collateral Agents discretion.

6.4 VALIDITY OF ACCOUNTS.

(a) The amount of each Account shown on the books, records, and invoices of the Borrowers represented as owing by each Account Debtor is
and will be the correct amount actually owing by such Account Debtor and shall have been fully earned by performance by the Borrowers.

(b) Upon and following the occurrence and during the continuance of any Suspension Event, the Collateral Agent from time to time may verify in reasonable cooperation with the Term Loan Collateral Agent
the Receivables Collateral directly with the Borrowers Account Debtors, such verification to be undertaken in keeping with commercially reasonable commercial lending standards.

(c) The Borrowers have no knowledge of any impairment of the validity or collectibility of any material portion of the Accounts (and no
knowledge of any impairment of the validity or collectibility of any of the Eligible Accounts or Eligible Credit Card Receivables) and the Lead Borrower shall notify the Collateral Agent of any such fact immediately after any Borrower becomes aware
of any such impairment.

(d) Except with respect to performance bonds in respect of construction contracts, up to an aggregate
maximum of $2,500,000, for which the sole collateral is the Borrowers cash, the Borrowers shall not post any bond to secure any Borrowers performance under any agreement to which any Borrower is a party nor cause any surety, guarantor,
or other third party obligee to become liable to perform any obligation of any Borrower (other than to the Agent or the Term Loan Agent) in the event of such Borrowers failure so to perform.



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6.5 NOTIFICATION TO ACCOUNT
DEBTORS.

The Collateral Agent shall have the right (upon and following the occurrence and during the
continuance of any Suspension Event) to notify any of the Borrowers Account Debtors to make payment directly to the Collateral Agent and to collect all amounts due on account of the Collateral.

ARTICLE VII. - CASH MANAGEMENT; PAYMENT OF LIABILITIES:

7.1 DEPOSITORY ACCOUNTS.

(a) Annexed hereto
as EXHIBIT 7.1 is a Schedule of all present DDAs, which includes, with respect to each depository (i) the name and address of that depository; (ii) the account number(s) of the account(s) maintained with such depository; and
(iii) a contact person at such depository.

(b) The Lead Borrower shall deliver the following to the Collateral Agent, as
a condition to the effectiveness of this Agreement:



| | (i) | With respect to DDAs that are not Blocked Accounts, the Operating Account, or Exempt DDAs, notification, executed on behalf of the Obligors, to each
depository institution with which any DDA is maintained, in form satisfactory to the Collateral Agent of the Collateral Agents interest in such DDA.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | With respect to DDAs that are Blocked Accounts or the Operating Account, a Blocked Account Agreement with any depository institution at which such accounts are
maintained.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c) The Obligors will not establish any DDA hereafter (other than an Exempt DDA) unless,
contemporaneous with such establishment, the Lead Borrower delivers the following to the Collateral Agent:



| | (i) | With respect to DDAs that are not Blocked Accounts, the Operating Account, or Exempt DDAs, notification to the depository at which such DDA is established
if the same would have been required pursuant to Section 7.1(b)(i) if the subject DDA were open at the execution of this Agreement; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | With respect to DDAs that are Blocked Accounts or the Operating Account, a Blocked Account Agreement executed on behalf of the depository at which such DDA is
established if the same would have been required pursuant to Section 7.1(b)(ii) if the DDA were open at the execution of this Agreement.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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7.2 CREDIT CARD RECEIPTS.

(a) Annexed hereto as EXHIBIT 7.2, is a Schedule which describes all arrangements to which the Obligors are a party with respect
to the payment to the Obligors of the proceeds of credit card charges for sales by the Obligors.

(b) The Obligors shall
deliver to the Collateral Agent, as a condition to the effectiveness of this Agreement, notification, executed on behalf of the Obligors, to each of the Obligors credit card clearinghouses and processors of notice (in form satisfactory to the
Collateral Agent), which notice provides that payment of all credit card charges submitted by the Obligors to that clearinghouse or other processor and any other amount payable to the Obligors by such clearinghouse or other processor shall be
directed to the Operating Account, or if a Sweep Period is effect, as otherwise designated from time to time by the Collateral Agent. The Obligors shall not change such direction or designation except upon and with the prior written consent of the
Collateral Agent.

7.3 THE CONCENTRATION, BLOCKED, AND
OPERATING ACCOUNTS.

(a) The following checking accounts have been or will be established
(and are so referred to herein):



| | (i) | The Concentration Account: Established by the Administrative Agent with Fleet National Bank.
| | --- | ----------------------------------------------------------------------------------------------



| | (ii) | The Blocked Account(s): Established by each of the Obligors with (A) JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., and Bank of America, and
upon and following the date that is 60 days after the date hereof, Wachovia Bank, N.A. (provided that the accounts at Wachovia Bank, N.A. shall not become Blocked Accounts if, after the Borrower has used best efforts to cause Wachovia Bank, N.A. to
enter into a Blocked Account Agreement acceptable to the Collateral Agent and the Term Loan Collateral Agent, Wachovia Bank, N.A. has not entered into such an agreement) or (B) any other banks satisfactory to the Administrative Agent, into
which deposits from other DDAs must be directed and from which the Obligors shall not make disbursements other than to the Operating Account or the Concentration Account.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | The Operating Account: Established by each of the Obligors with Fleet National Bank, from which only disbursements may be made and into which
advances under the Revolving Credit may be deposited or deposits from the Blocked Account(s) may be made.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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(b) The contents of each DDA and of the Blocked Account constitutes Collateral and Proceeds
of Collateral. The contents of the Concentration Account constitutes the Administrative Agents property.

(c) The
Obligors shall not establish any Blocked Account hereafter except upon not less than thirty (30) days written notice to the Collateral Agent and the delivery to the Collateral Agent of a Blocked Account Agreement with respect thereto.

(d) The Obligors shall pay all fees and charges of, and maintain such impressed balances as may be required by the depository
in which any account is opened as required hereby (even if such account is opened by and/or is the property of the Agent).

(e) Notwithstanding anything to the contrary contained in this Section 7.3 or elsewhere in this Agreement, each Blocked
Account Agreement shall provide (except as the Collateral Agent may otherwise agree in writing) that, until Collateral Agent has notified the financial institution maintaining such Blocked Account in writing to forward by daily sweep all amounts in
the applicable Blocked Account to the Concentration Account, all amounts in the applicable Blocked Account shall be forwarded pursuant to the instructions of the applicable Obligor given to the depository institution maintaining such Blocked Account
from time to time. Collateral Agent shall be entitled, at its election, to give the aforementioned notification to such financial institution, or to request that the Obligors deliver such a notification to such financial institution under
Section 7.3(f), at any time after either (i) the occurrence and during the continuance of an Event of Default, or (ii) except as specified in Section 7.3(g)(1), Excess Availability (A) has been less than 15% of the Borrowing
Base for 5 consecutive Business Days; or (B) Excess Availability has been less than 12.5% of the Borrowing Base at any time (the period during which the Collateral Agent may give such a notice, a Sweep Period); provided,
however, that, subject to the following sentence, each Sweep Period will be suspended at the election of Lead Borrower within Five (5) Business Days of: (y) Agents and Lenders written waiver of any relevant Event of
Default; or (z) Borrowers Excess Availability exceeding 30% of the Borrowing Base for Sixty (60) consecutive days (a Sweep Suspension). A Sweep Suspension will be permitted to occur only Two (2) times during
the effectiveness of this Agreement, such that in the event that Excess Availability is (A) less than 15% of the Borrowing Base for 5 consecutive business days; or (B) less than 12.5% of the Borrowing Base at any time, or an Event of
Default occurs after a second Sweep Suspension has occurred, no Sweep Suspension will be effective and the Sweep Period shall continue in effect.

(f) Except as set forth in Section 7.3(g)(1), the Obligors agree that, at any time or from time to time during a Sweep Period that the Collateral Agent requests that the Obligors deliver to such a
financial institution an instruction to forward by daily sweep all amounts in the applicable Blocked Account to the Concentration Account, the Obligors shall immediately upon such a request deliver such an instruction to such financial institution
and deliver a written copy thereof to the Collateral Agent.

(g) Notwithstanding anything to the contrary in Sections 7.3(e)
or 7.3(f), with respect to the Lead Borrowers Blocked Accounts numbered 1417650388 and 1000008202 at the Bank of America, N.A., the Collateral Agent agrees that:



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(1) if a Sweep Period is triggered solely by an event under clause
(ii) of Section 7.3(e) above, then the Collateral Agent shall, prior to sending the instruction described in Section 7.3(e) to Bank of America, N.A., request that the Obligors deliver such an instruction, and the Collateral Agent
shall, in such a circumstance, itself send such an instruction to Bank of America, N.A. only if the Obligors have failed to demonstrate to Collateral Agent, prior to 5:00 p.m. (Boston time) on the Business Day following the date of such request,
that the Obligors have delivered the requested instruction; and

(2) if the Collateral Agent itself has
delivered an instruction to Bank of America, N.A. to forward by daily sweep all amounts in the applicable Blocked Account to the Concentration Account, the Collateral Agent agrees that if and when either or both of the two (2) permitted Sweep
Suspensions becomes effective, it shall thereafter, at the request of the Lead Borrower, and until the commencement of a subsequent Sweep Period, either: (a) instruct the Bank of America to cause amounts at such Blocked Accounts to be
redirected to the Operating Account, instead of the Concentration Account; (b) subject to Bank of America, N.A.s agreement to do so, enter into a new Blocked Account Agreement with the Bank of America, N.A. substantially in the form of
the Blocked Account Agreement dated as of or about even date herewith, with such changes thereto as may be reasonably requested by the parties, with respect to the such Blocked Accounts or new Blocked Accounts at Bank of America, N.A.; or
(c) take such other steps to redirect amounts at such Blocked Accounts to the Operating Account or as the Lead Borrower and the Collateral Agent may otherwise agree in writing in their sole discretion.

7.4 PROCEEDS AND COLLECTION OF ACCOUNTS.

(a) All Receipts constitute Collateral and proceeds of Collateral and shall be held in trust by the Obligors for the Collateral Agent,
shall not be commingled with any of the Obligors other funds, and shall be deposited and/or transferred only to a Blocked Account, the Operating Account, or the Concentration Account, or another DDA permitted hereunder (and, in such case, only
if the funds in such DDA are deposited and/or transferred to a Blocked Account, Operating Account, or Concentration Account).

(b) The Obligors shall cause the ACH or wire transfer to a Blocked Account or the Operating Account, as designated by Collateral Agent
(or, during any Sweep Period, shall permit the Agent to cause such daily ACH or wire transfers to a Blocked Account or the Operating Account), no less frequently than weekly (and, during any Sweep Period, no less frequently than daily) (and whether
or not there is then an outstanding balance in the Loan Account) of the following:



| | (i) | The contents of each DDA (other than any Exempt DDA, the Blocked Accounts, or the Operating Account). Each such transfer to be net of any minimum
balance, not to exceed $2,500 multiplied by the number of stores from which receipts are deposited into
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | such DDA, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained.
| | -------------------------------------------------------------------------------------------------------------



| | (ii) | The proceeds of all credit card charges not otherwise provided for pursuant hereto.
| | ---- | -----------------------------------------------------------------------------------

Telephone advice (confirmed by written notice) shall be provided to the Collateral Agent on each Business Day on which any such transfer is made.

(c) During any Sweep Period, whether or not any Liabilities are then outstanding, the Borrowers shall cause the daily ACH or wire
transfer to the Concentration Account, or as otherwise designated by Collateral Agent (or shall permit the Collateral Agent to cause such daily ACH or wire transfers to the Concentration Account or as otherwise designated by Collateral Agent), of
then entire ledger balance of each Blocked Account or the Operating Account, net of such minimum balance, not to exceed $2,500, as may be required to be maintained in the Blocked Account or the Operating Account by the depository which the Blocked
Account or the Operating Account is maintained.

(d) In the event that, notwithstanding the provisions of this
Section 7.4, the Obligors receive or otherwise have dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by the Obligors for the
Collateral Agent and shall not be commingled with any of the Obligors other funds or deposited in any account of the Borrowers other than as set forth herein or as instructed by the Collateral Agent.

(e) Notwithstanding the provision of this Article VII, the proceeds of any Term Priority Collateral shall be delivered to the Term Loan
Collateral Agent to the extent required by the Intercreditor Agreement.

7.5 PAYMENT OF
LIABILITIES.

(a) On each Business Day, the Administrative Agent shall apply the then collected balance, if
any, of the Concentration Account (net of fees charged, and of such minimum balances as may be required by the bank at which the Concentration Account is maintained) first, towards the unpaid balance of SwingLine Loans, second, towards the unpaid
balance of the Loan Account and third towards all other Liabilities.

(b) The following rules shall apply to deposits and
payments under and pursuant to this Agreement:



| | (i) | Funds shall be deemed to have been deposited to the Concentration Account on the Business Day on which deposited, provided that notice of such deposit is available to
the Administrative Agent by 2:00 p.m. on that Business Day.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Funds paid to the Agent, other than by deposit to the Concentration Account, shall be deemed to have been received on the Business
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------



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| | Day when they are good and collected funds, provided that notice of such payment is available to the Agent by 2:00 p.m. on that Business Day.
| | ---------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | If notice of a deposit to the Concentration Account (Section 7.5(b)(i)) or payment (Section 7.5(b)(ii)) is not available to the Agent until after 2:00
p.m. on a Business Day, such deposit or payment shall be deemed to have been made at 9:00 a.m. on the then next Business Day.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | All deposits to the Concentration Account and other payments to the Agent are subject to clearance and collection.
| | ---- | ------------------------------------------------------------------------------------------------------------------

(c) The Administrative Agent shall transfer to the Operating Account any surplus in the Concentration Account remaining after the
application towards the Liabilities referred to in Section 7.5(a), above (less those amount which are to be netted out, as provided therein) provided, however, in the event that a Suspension Event or Event of Default exists and/or
one or more L/Cs are then outstanding, then the Agent may establish a funded reserve of up to 110% of the aggregate Stated Amounts of such L/Cs. Such funded reserve shall either be (i) returned to the Borrowers provided that,
no Suspension Event or Event of Default exists or (ii) applied towards the Liabilities following Acceleration.

7.6
THE OPERATING ACCOUNT AND DISBURSEMENT ACCOUNT.

Except as otherwise specifically provided in, or permitted by, this Agreement, all checks shall be drawn by the Borrowers upon, and other disbursements shall be made by the Borrowers solely from, the
Operating Account or Exempt DDAs.

ARTICLE VIII. - GRANT OF SECURITY INTEREST:

8.1 GRANT OF SECURITY INTEREST.

To secure the Obligors prompt, punctual, and faithful performance and payment of all and each of the Liabilities, each Obligor
hereby grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and to, and assigns to the Collateral Agent certain assets as set forth below of the Obligors, and each item thereof, whether now
owned or now due, or in which that Obligor has an interest, or hereafter acquired, arising, or to become due, or in which that Obligor obtains an interest, and all products, Proceeds, substitutions, and accessions of or to any of the following (all
of which, together with any other property in which the Agent may in the future be granted a security interest, is referred to herein as the Collateral):

(a) All Accounts.

(b) All Inventory.



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(c) All General Intangibles.

(d) All Goods.

(e) All Chattel Paper.

(f) All Leasehold Interests.

(g) The Headquarters Facility, together with all
Fixtures in connection therewith or located thereon.

(h) All Letter-of-Credit Rights.

(i) All Payment Intangibles.

(j) All Supporting Obligations.

(k) All books, records, and information relating
to the Collateral and/or to the operation of the Obligors business, and all rights of access to such books, records, and information, and all property in which such books, records, and information are stored, recorded, and maintained.

(l) All Investment Property, Instruments, Documents, Documents of Title, Deposit Accounts, policies and certificates of
insurance, deposits, impressed accounts, compensating balances, money, cash, or other property.

(m) All commercial tort
claims.

(n) All insurance proceeds, refunds, and premium rebates, including, without limitation, proceeds of fire and
credit insurance, whether any of such proceeds, refunds, and premium rebates arise out of any of the foregoing ( 8.1(a) through 8.1(n)) or otherwise.

(o) All supporting obligations and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of Accounts and other Collateral, including (i) rights
and remedies relating to guaranties, contracts of suretyship, letter of credit and credit and other insurance related to the Collateral, (ii) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an
unpaid vendor, lien or secured party, (iii) goods described in invoices, documents, contracts or instruments with respect thereto, or otherwise representing or evidencing, Accounts or other Collateral, including returned, repossessed and
reclaimed goods, and (iv) deposits by and property of Account Debtors or other persons securing the obligations of Account Debtors.

(p) All proceeds of the foregoing.

For the avoidance of doubt, the term Collateral
shall never include contributions to any Security-Free Rabbi Trusts pursuant to the related Approved Security-Free SERPs where such



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contributions occurred at a time when there was no Suspension Event or Event of Default that had occurred and was continuing as of such date. If a Suspension Event or Event of Default occurs,
then the assets held in a Security-Free Rabbi Trust shall constitute Collateral to the extent such assets were contributed during the continuance of a Suspension Event or Event of Default; provided that contributions made to any
Security-Free Rabbi Trusts pursuant to the related Approved Security-Free SERPs prior to, or after the waiver of or cure of, a Suspension Event or Event of Default, shall not constitute Collateral.

8.2 EXTENT AND DURATION OF SECURITY
INTEREST.

The security interest created and granted herein is in addition to, and supplemental of, any
security interest previously granted by the Obligors to the Agent and shall continue in full force and effect applicable to all Liabilities until all Liabilities have been paid and/or satisfied in full, the Commitment of the Lenders to make loans
and other financial accommodations has been terminated, and the security interest granted herein is specifically terminated in writing by a duly authorized officer of the Collateral Agent.

8.3 PERFECTION OF SECURITY INTERESTS.

(a) Each of the Obligors agrees to take all action that the Collateral Agent may request as a matter of nonbankruptcy law to perfect and
protect the Collateral Agents Collateral Interest in the Collateral and for such Collateral Interest to obtain the priority therefore contemplated hereby, including, without limitation, executing and delivering such documents and instruments,
financing statements, obtaining such notices and assents of third parties, obtaining governmental approvals and providing such other instruments and documents in recordable form as the Collateral Agent may request. Obligors irrevocably and
unconditionally authorize the Collateral Agent to file at any time and from time to time such financing statements with respect to the Collateral naming the Collateral Agent or its designee as the secured party and Obligors as debtors, as Collateral
Agent may require, together with any amendment and continuations with respect thereto, that (a) indicate the Collateral (i) as all assets of such Obligor or words of similar effect, regardless of whether any particular asset
comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) provide any other
information required by part 5 of Article 9 of the Uniform Commercial Code of any jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Obligor is an organization, the
type of organization and any organization identification number issued to such Obligor and, (ii) in the case of a financing statement filed as a fixture filing, if any, a sufficient description of real property to which the Collateral relates.
Such Obligor agrees to furnish any such information to the Collateral Agent promptly upon the Agents request. Obligors hereby authorize Collateral Agent to adopt on behalf of Obligors any symbol required for authenticating any electronic
filing. In no event shall Obligors at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming Collateral
Agent or its designee as secured party and Obligors as debtors.



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(b) No Obligor has any Chattel Paper (whether tangible or electronic) or instruments as of
the date hereof. In the event that any Obligor shall be entitled to or shall receive any Chattel Paper or instrument after the date hereof, such Obligor or the Lead Obligor shall promptly notify Collateral Agent thereof in writing. Promptly upon the
receipt thereof by or on behalf of such Obligor (including by any agent or representative), such Obligor or the Lead Borrower shall deliver, or cause to be delivered to Collateral Agent, all tangible Chattel Paper and instruments that such Obligor
or may at any time acquire, accompanied by such instruments of transfer or assignment duly executed in blank as Collateral Agent may from time to time specify, in each case except as Collateral Agent may otherwise agree. At Collateral Agents
option, such Obligor or the Lead Borrower shall, or Collateral Agent may at any time on behalf of such Obligor, cause the original of any such instrument or Chattel Paper to be conspicuously marked in a form and manner acceptable to Collateral Agent
with the following legend referring to Chattel Paper or instruments as applicable: This [chattel paper][instrument] is subject to the security interest of [name of Collateral Agent] and any sale, transfer, assignment or encumbrance of this
[chattel paper][instrument] violates the rights of such secured party.

(c) In the event that any Obligor shall at any
time hold or acquire an interest in any electronic Chattel Paper or any transferable record (as such term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of
the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction), such Obligor or the Lead Borrower shall promptly notify Collateral Agent thereof in writing. Promptly upon Collateral Agents request, such Obligor or the Lead
Borrower shall take, or cause to be taken, such actions as Collateral Agent may reasonably request to give Collateral Agent control of such electronic Chattel Paper under Section 9-105 of the UCC and control of such transferable record under
Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as in effect in such jurisdiction.

(d) Except as set forth on Exhibit 8.3(d), no Obligor owns or holds, directly or indirectly, beneficially or as record owner or both, any
Investment Property, as of the date hereof, or has any investment account, securities account, commodity account or other similar account with any bank or other financial institution or other securities intermediary or commodity intermediary as of
the date hereof.



| | (i) | In the event that any Obligor shall be entitled to or shall at any time after the date hereof hold or acquire any certificated securities, such Obligor
or the Lead Borrower shall promptly endorse, assign and deliver the same to Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as Collateral Agent may from time to time specify. If any securities, now
or hereafter acquired by any Obligor are uncertificated and are issued to any Obligor or its nominee directly by the issuer thereof, such Obligor shall immediately notify Collateral Agent thereof and shall as Collateral Agent may specify, either
(A) cause the issuer to agree to comply with instructions from Collateral Agent as to such securities, without further consent of such Obligor or such
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | nominee, or (B) arrange for Collateral Agent to become the registered owner of the securities.
| | ----------------------------------------------------------------------------------------------



| | (ii) | No Obligor shall, directly or indirectly, after the date hereof open, establish or maintain any investment account, securities account, commodity account or any other
similar account (other than a deposit account) with any securities intermediary or commodity intermediary unless each of the following conditions is satisfied: (A) Collateral Agent shall have received not less than Five (5) Business Days
prior written notice of the intention of a Obligor to open or establish such account which notice shall specify in reasonable detail and specificity acceptable to Collateral Agent the name of the account, the owner of the account, the name and
address of the securities intermediary or commodity intermediary at which such account is to be opened or established, the individual at such intermediary with whom such Obligor is dealing and the purpose of the account, (B) the securities
intermediary or commodity intermediary (as the case may be) where such account is opened or maintained shall be acceptable to Collateral Agent, and (C) on or before the opening of such investment account, securities account or other similar
account with a securities intermediary or commodity intermediary, such Obligor or the Lead Borrower shall as Collateral Agent may specify either (1) execute and deliver, and cause to be executed and delivered to Collateral Agent, an investment
property control agreement (in form and substance acceptable to the Collateral Agent in its reasonable discretion) with respect thereto duly authorized, executed and delivered by such Obligor or the Lead Borrower and such securities intermediary or
commodity intermediary or (2) arrange for Collateral Agent to become the entitlement holder with respect to such investment property on terms and conditions acceptable to Collateral Agent.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(e) No Obligor is the beneficiary or otherwise entitled to any Letter of Credit Rights as of the date hereof. In the event that any
Obligor shall be entitled to or shall receive any Letter of Credit Rights, such Obligor or the Lead Borrower shall promptly notify Collateral Agent thereof in writing. Such Obligor or the Lead Borrower shall immediately, as Collateral Agent may
specify, either (i) deliver, or cause to be delivered to Collateral Agent, with respect to any such letter of credit, bankers acceptance or similar instrument, the written agreement of the issuer and any other nominated person obligated
to make any payment in respect thereof (including any confirming or negotiating bank), in form and substance satisfactory to Collateral Agent, consenting to the assignment of the proceeds of the letter of credit to Collateral Agent by such Obligor
and agreeing to make all payments thereon directly to Collateral Agent or as Collateral Agent may otherwise direct or (ii) cause Collateral Agent to become, at such Obligors expense, the transferee beneficiary of the letter of credit,
bankers acceptance or similar instrument (as the case may be).



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(f) No Obligor has any commercial tort claims as of the date hereof. In the event that any
Obligor shall at any time after the date hereof have any commercial tort claims, such Obligor or the Lead Borrower shall promptly notify Collateral Agent thereof in writing, which notice shall (i) set forth in reasonable detail the basis for
and nature of such commercial tort claim and (ii) include the express grant by such Obligor to Collateral Agent of a security interest in such commercial tort claim (and the proceeds thereof). In the event that such notice does not include such
grant of a security interest, the sending thereof by such Obligor to Collateral Agent shall be deemed to constitute such grant to Collateral Agent. Upon the sending of such notice, any commercial tort claim described therein shall constitute part of
the Collateral and shall be deemed included therein. Without limiting the authorization of Agent otherwise provided herein or otherwise arising by the execution by Obligors of this Agreement, Agent is hereby irrevocably authorized from time to time
and at any time to file such financing statements naming Agent or its designee as secured party and Obligors as debtors, or any amendments to any financing statements, covering any such commercial tort claim as Collateral. In addition, Obligors
shall promptly upon Agents request, execute and deliver, or cause to be executed and delivered, to Agent such other agreements, documents and instruments as Agent may require in connection with such commercial tort claim.

(g) The Obligors hereby covenant and agree that each Leasehold Interest shall at all times be free and clear of all liens, claims and
encumbrances of any nature or description (other than Permitted Encumbrances) and no other creditor of the estate (secured or unsecured) shall be entitled to encumber any Leasehold Interest without the express written consent of the Collateral
Agent.

(h) The due and punctual payment and performance of the Obligations shall also be secured by the Encumbrance created
by the Mortgage upon the Headquarters Facility of Lead Borrower described therein.

(i) Notwithstanding anything herein to the
contrary, the Obligors (I) may hold assets consisting of Chattel Paper, Letter of Credit Rights, and commercial tort claims in an aggregate amount not to exceed $50,000 in which the Collateral Agents security interest has not been
perfected; and (II) may hold assets consisting of Investment Property in an aggregate amount not to exceed $10,000 in which the Collateral Agents security interest has not been perfected.

ARTICLE IX. - COLLATERAL AGENT AS BORROWERS ATTORNEY-IN-FACT:

9.1 APPOINTMENT AS ATTORNEY-IN-FACT.

The Obligors hereby irrevocably constitutes and appoints the Collateral Agent as the Obligors true and lawful attorney, with full power of substitution, following the occurrence and during the
continuance of an Event of Default subject to the terms of the Intercreditor Agreement, to convert the Collateral into cash at the sole risk, cost, and expense of the Obligors, but for the ratable benefit of the Collateral Agent. The rights and
powers granted the Collateral



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Agent by this appointment include but are not limited to the right and power, following the occurrence and during the continuance of an Event of Default, to:

(a) Prosecute, defend, compromise, or release any action relating to the Collateral.

(b) Sign change of address forms to change the address to which the Obligors mail is to be sent to such address as the Collateral
Agent shall designate; receive and open the Obligors mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Obligors or to any trustee in bankruptcy, receiver, assignee
for the benefit of creditors of the Obligors, or other legal representative of the Obligors whom the Collateral Agent determines to be the appropriate person to whom to so turn over such mail.

(c) Endorse the name of the Obligors in favor of the Collateral Agent upon any and all checks, drafts, notes, acceptances, or other items
or instruments; sign and endorse the name of the Obligors on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other
documents of title respectively relating to the Collateral.

(d) Sign the name of the Obligors on any notice to the
Obligors Account Debtors or verification of the Receivables Collateral; sign the Obligors name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanics liens, or assignments or
releases of mechanics liens securing the Accounts.

(e) Take all such action as may be necessary to obtain the payment
of any letter of credit and/or bankers acceptance of which any Obligor is a beneficiary.

(f) Repair, manufacture,
assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of the Borrowers.

(g) Use, license or transfer any or all General Intangibles of the Obligors.

9.2 NO OBLIGATION TO ACT.

The Collateral Agent shall not be obligated to do any of the acts or to exercise any of the powers authorized by Section 9.1
herein, but if the Collateral Agent elects to do any such act or to exercise any of such powers, it shall not be accountable for more than it actually receives as a result of such exercise of power, and shall not be responsible to the Obligors for
any act or omission to act except for any act or omission to act as to which there is a final determination made in a judicial proceeding (in which proceeding the Collateral Agent has had an opportunity to be heard) which determination includes a
specific finding that the subject act or omission to act had been grossly negligent or in actual bad faith.



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ARTICLE X. - EVENTS OF DEFAULT:

The occurrence of any event described in this Article X respectively shall constitute an Event of Default herein. Upon
the occurrence of any Event of Default described in Section 10.11, any and all Liabilities shall become due and payable without any further act on the part of the Agent. Upon the occurrence of any other Event of Default, the
Administrative Agent may by written notice to the Lead Borrower declare any and all Liabilities immediately due and payable and thereupon any and all such Liabilities shall become immediately due and payable. The occurrence of any Event of Default
shall also constitute, without notice or demand, a default under all other agreements between the Agent or Lenders and the Obligors and instruments and papers heretofore, now or hereafter given the Agent or Lenders.

10.1 FAILURE TO PAY REVOLVING CREDIT.

The failure by the Obligors to pay any amount when due under the Revolving Credit.

10.2 FAILURE TO MAKE OTHER PAYMENTS.

The failure by the Obligors to pay when due (or upon demand, if payable on demand) any payment Liability other than under the Revolving
Credit.

10.3 FAILURE TO PERFORM COVENANT OR
LIABILITY (NO GRACE PERIOD).

The failure by the Obligors to
promptly, punctually, faithfully and timely perform, discharge, or comply with any covenant or Liability not otherwise described in Section 10.1 or Section 10.2 hereof, and included in any of the following provisions hereof:



|        |  |                                          
|------- |  | -----------------------------------------
|Section |  | Relates to:                              
|        | 
|4.3(b)  |  | Notice of Name Change                    
|        | 
|4.6     |  | Location of Collateral                   
|        | 
|4.7     |  | Title to Assets                          
|        | 
|4.8     |  | Indebtedness                             
|        | 
|4.9     |  | Insurance Policies                       
|        | 
|4.15    |  | Pay taxes                                
|        | 
|4.20    |  | Dividends, Investments, Corporate Actions
|        | 
|4.24    |  | Affiliate Transactions                   
|        | 
|4.25    |  | Further Assurances                       



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|            |  |                                                           
|----------- |  | ----------------------------------------------------------
|            | 
|6.1         |  | Use of Collateral                                         
|            | 
|Article V   |  | Reporting Requirements and Financial Performance Covenants
|            | 
|Article VII |  | Cash Management                                           

10.4
FAILURE TO PERFORM COVENANT OR LIABILITY (GRACE PERIOD).

The failure by the Obligors, within Thirty (30) days following the earlier of the Obligors knowledge of a breach of any
covenant or Liability not described in any of Sections 10.1, 10.2, or 10.3 or of the Lead Borrowers receipt of written notice from the Administrative Agent of the breach thereof, to promptly, punctually, faithfully and
timely perform, discharge or comply with any such covenant or Liability not otherwise described in Sections 10.1, 10.2, or 10.3.

10.5 MISREPRESENTATION.

The determination by the
Administrative Agent that any representation or warranty at any time made by the Obligors to the Agent was not true or complete in all material respects when given.

10.6 ACCELERATION OF OTHER DEBT. BREACH OF LEASE.

(a) (i) The occurrence of any event such that any Indebtedness under the Term Loan Facility could be accelerated
(whether or not any action is taken on account of such occurrence), provided that such event shall cease to be an Event of Default if, at any time prior to the end of the tenth (10th) day after the commencement of a Liquidation, the occurrence of such event has been waived such that it has not
caused and could not then cause acceleration under the Term Loan Facility.

(ii) The occurrence of any event
such that any Indebtedness of the Obligors in excess of $3,000,000 (other than under the Term Loan Facility) to any creditor other than the Agent could be accelerated (whether or not the subject creditor takes any action on account of such
occurrence).

(b) The occurrence of any of the following with respect to Leases on which any Borrower is the lessee or is
obligated:



| | (i) | An aggregate of more than $500,000 in rent is then overdue, except to the extent being contested in good faith and for which adequate reserves have been established by
such Obligor.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (ii) | Default and the expiry of any applicable grace period with respect to more than Twenty (20) Leases of retail stores, except if the existence of such default is
disputed in good faith by the Obligors and the applicable landlord has been stayed or agreed in writing to forbear from instituting proceedings to recover possession of the leased premises or otherwise terminate the subject Lease or Obligors
rights to peaceful possession of the subject premises.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | Default and the expiry of any applicable grace period of any Lease of any warehouse or distribution center.
| | ----- | -----------------------------------------------------------------------------------------------------------

10.7 DEFAULT UNDER OTHER AGREEMENTS.

The occurrence of any breach or default under any agreement (including any Loan Document other than this Loan Agreement) between the
Agent and the Obligors or instrument given by the Obligors to the Agent and the expiry, without cure, of any applicable grace period (notwithstanding that the subject Agent may not have exercised all or any of its rights on account of such breach or
default).

10.8 INTENTIONALLY OMITTED.

10.9 ATTACHMENT; JUDGMENT; RESTRAINT OF BUSINESS.

(a) The service of process upon the Agent or the Lenders or any Participant seeking to attach, by trustee, manse, or other
process, any of an Obligors funds on deposit with, or assets of such Obligor in the possession of, the Agent or the Lenders or such Participant.

(b) The entry of any judgment against any Obligor or group of Obligors (which, if a money judgment, is in excess of $1,000,000 singly, or in the aggregate), which judgment is not satisfied (if a money
judgment) or appealed from (with execution or similar process stayed) within any applicable appeal period.

(c) The entry of
any order or the imposition of any other process having the force of law, the effect of which is to restrain in any material way the conduct by any Obligor of its business in the ordinary course.

10.10 BUSINESS FAILURE.

Any act by, against, or relating to any Obligor, or its property or assets, which act constitutes the determination, by such Obligor, to initiate a program of partial or total self-liquidation;
application for, consent to, or sufferance of the appointment of a receiver, trustee, or other person, pursuant to court action or otherwise, over all, or any part of any Obligors property; the granting of any trust mortgage or execution of an
assignment for the benefit of the creditors of any Obligor, or the occurrence of any other voluntary or involuntary liquidation or extension of debt agreement for any Obligor; the offering by or entering into by any Obligor of any composition,
extension, or any other arrangement seeking relief from or extension of the debts of such Obligor; or the initiation of any judicial or non-judicial proceeding



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or agreement by, against, or including any Obligor which seeks or intends to accomplish a reorganization or arrangement with creditors; and/or the initiation by or on behalf of such Obligor of
the liquidation or winding up of all or any part of such Obligors business or operations.

10.11
BANKRUPTCY.

The failure by any Obligor to generally pay its debts as they mature; adjudication of
bankruptcy or insolvency relative to any Obligor; the entry of an order for relief or similar order with respect to any Obligor in any proceeding pursuant to the Bankruptcy Code or any other federal bankruptcy law; the filing of any complaint,
application, or petition by any Obligor initiating any matter in which such Obligor is or may be granted any relief from the debts of that Obligor pursuant to the Bankruptcy Code or any other insolvency statute or procedure; the filing of any
complaint, application, or petition against any Obligor initiating any matter in which the Obligor is or may be granted any relief from the debts of that Obligor pursuant to the Bankruptcy Code or any other insolvency statute or procedure.

10.12 DEFAULT BY GUARANTOR OR AFFILIATE.

The occurrence of any of the foregoing Events of Default with respect to any guarantor or endorser, or surety of the
Liabilities, or the occurrence of any of the foregoing Events of Default with respect to any Subsidiary, or Affiliate (other than an Affiliate that is an Affiliate solely due to ownership of the Lead Borrowers publicly-traded stock) of any
Obligor, as if such guarantor, endorser, surety, Subsidiary, or Affiliate were the  Obligor  described therein.

10.13 INDICTMENT - FORFEITURE.

The indictment of, or institution of any legal process or proceeding against, any Obligor or any member of any Obligors senior
management, under any federal, state, municipal, and other civil or criminal statute, rule, regulation, order, or other requirement having the force of law where the relief, penalties, or remedies sought or available include the forfeiture of any
property of any Obligor and/or the imposition of any stay or other order, the effect of which could be to restrain in any material way the conduct by that Obligor of its business in the ordinary course.

10.14 TERMINATION OF GUARANTY.

The termination or attempted termination (other than a mere request for consent to termination) of any guaranty by any guarantor of the
Liabilities.

10.15 CHALLENGE TO LOAN DOCUMENTS.

(a) Any challenge by or on behalf of any Borrower or any guarantor of the Liabilities to the validity of any Loan Document or
the applicability or enforceability of any Loan Document strictly in accordance with the subject Loan Documents terms or which seeks to void, avoid, limit, or otherwise adversely affect any security interest created by or in any Loan Document
or any payment made pursuant thereto.



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(b) Any determination by any court or any other judicial or government authority that any
Loan Document is not enforceable strictly in accordance with the subject Loan Documents terms or which voids, avoids, limits, or otherwise adversely affects any security interest created by any Loan Document or any payment made pursuant
thereto.

10.16 INTENTIONALLY OMITTED.

10.17 CHANGE IN CONTROL.

Any Change in Control.

10.18 UNINSURED LOSSES.

Any material loss,
theft, damage or destruction of any of the Collateral not fully covered (subject to such deductibles as Administrative Agent and Lenders shall have permitted) by insurance.

10.19 ERISA.

A reportable event shall occur which Agent, in its sole
discretion, shall determine in good faith constitutes grounds for the termination by the Pension Benefit Guaranty Corporation of any Plan or for the appointment by the appropriate United Stated district court of a trustee for any Plan, or if any
Plan shall be terminated in a distress termination pursuant to Section 4041(c) or any such trustee shall be requested or appointed, or if any Obligor is in default (as defined in Section 4219(c)(5) of ERISA) with
respect to payments to a Multiemployer Plan resulting from such Obligors complete or partial withdrawal from such Plan.

ARTICLE XI.
- RIGHTS AND REMEDIES UPON DEFAULT:

Upon the occurrence of any Event of Default described in Section 10.11
and upon Acceleration, and at all times thereafter, the Agent shall have the following rights and remedies in addition to all of the rights, remedies, powers, privileges, and discretions available to Agent prior to the occurrence of an Event of
Default. Such rights and remedies shall be subject in each case to the Intercreditor Agreement.

11.1 RIGHTS
OF ENFORCEMENT.

The Collateral Agent shall have all of the rights and remedies of a secured
party upon default under the UCC, in addition to which the Collateral Agent shall have all and each of the following rights and remedies:

(a) To give notice to any bank at which any DDA or Blocked Account is maintained and in which Proceeds of Collateral are deposited, to turn over such Proceeds directly to the Collateral Agent.



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(b) To give notice to any of the Obligors customs brokers to follow the instructions
of the Collateral Agent as provided in any Customs Brokers Agreement.

(c) To collect the Receivables Collateral with or
without the taking of possession of any of the Collateral.

(d) To take possession of all or any portion of the Collateral.

(e) To sell, lease, or otherwise dispose of any or all of the Collateral, in its then condition or following such preparation
or processing as the Collateral Agent deems advisable and with or without the taking of possession of any of the Collateral.

(f) To conduct one or more going out of business sales which include the sale or other disposition of the Collateral.

(g) To apply the Receivables Collateral or the Proceeds of the Collateral towards (but not necessarily in complete satisfaction of) the
Liabilities.

(h) To exercise all or any of the rights, remedies, powers, privileges, and discretions under all or any of the
Loan Documents.

11.2 SALE OF COLLATERAL.

(a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Collateral
Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Collateral Agents disposition of the Collateral.

(b) The Collateral Agent, in the exercise of the Collateral Agents rights and remedies upon default, may conduct one or more going
out of business sales, in the Collateral Agents own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by any Obligor. The Collateral Agent and any such agent or
contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Collateral Agent or such agent or contractor). Any amounts realized from the sale of such goods
which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Collateral Agent or such agent or contractor and neither the Obligors nor any
Person claiming under or in right of the Obligors shall have any interest therein.

(c) Unless the Collateral is perishable or
threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Collateral Agent shall provide the Lead Borrower with such notice as may be practicable under the circumstances), the Collateral
Agent shall give the Lead Borrower at least Ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. The
Obligors agree that such written notice shall satisfy all requirements for notice to the Obligors which are imposed under the UCC or



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other applicable law with respect to the exercise of the Collateral Agents rights and remedies upon default.

(d) The Collateral Agent or the Lenders may credit bid and may purchase the Collateral, or any portion of it at any sale held under this Article XI.

(e) If any of the Collateral is sold, leased, or otherwise disposed of by the Collateral Agent on credit, the Liabilities shall not be
deemed to have been reduced as a result thereof unless and until payment is finally received thereon by the Collateral Agent.

11.3 OCCUPATION OF BUSINESS LOCATION.

In connection with the Collateral Agents exercise of the Collateral Agents rights under this Article XI, the Collateral Agent
may enter upon, occupy, and use any premises owned or occupied by any Obligor, and may exclude the Obligors from such premises or portion thereof as may have been so entered upon, occupied, or used by the Collateral Agent. The Collateral Agent shall
not be required to remove any of the Collateral from any such premises upon the Agents taking possession thereof, and may render any Collateral unusable to the Obligors. In no event shall the Agent be liable to the Obligors for use or
occupancy by the Collateral Agent of any premises pursuant to this Article XI, nor for any charge (such as wages for the Obligors employees and utilities) incurred in connection with the Collateral Agents exercise of the Agents
Rights and Remedies.

11.4 GRANT OF NONEXCLUSIVE LICENSE.

Each Obligor hereby grants to the Collateral Agent a royalty free nonexclusive irrevocable license to use, apply, and affix
any trademark, trade name, logo, or the like in which that Obligor now or hereafter has rights, such license being with respect to the Collateral Agents exercise of the rights hereunder including, without limitation, in connection with any
completion of the manufacture of Inventory or sale or other disposition of Inventory.

11.5 ASSEMBLY
OF COLLATERAL.

The Collateral Agent may require the Obligors to assemble the Collateral and
make it available to the Collateral Agent at the Obligors sole risk and expense at a place or places which are reasonably convenient to both the Collateral Agent and Obligors.

11.6 RIGHTS AND REMEDIES.

The rights, remedies, powers, privileges, and discretions of the Agent hereunder, under any other Loan Document or under applicable law
(herein, the Agents Rights and Remedies) shall be cumulative and not exclusive of any rights or remedies which it would otherwise have. No delay or omission by the Agent in exercising or enforcing any of the Agents
Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Agent of any Event of Default or of any default under any other agreement shall operate as a waiver of any other default hereunder or under any other agreement.
No single or partial exercise of any of the Agents Rights or Remedies, and no express or implied agreement or transaction of whatever



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nature entered into between the Agent and any person, at any time, shall preclude the other or further exercise of the Agents Rights and Remedies. No waiver by the Agent of any of the
Agents Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver. The Agents Rights and Remedies may be exercised at such time or times and in such order of
preference as the Agent may determine. The Agents Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Liabilities.

ARTICLE XII. - NOTICES:

12.1 NOTICE
ADDRESSES.

All notices, demands, and other communications made in respect of this Agreement (other than a
request for a loan or advance or other financial accommodation under the Revolving Credit) shall be made to the following addresses, each of which may be changed upon Seven (7) days written notice to all others given by certified mail, return
receipt requested:

If to the Agent:

Bank of America, N.A.

100 Federal Street

Boston, MA 02110

Attention: Sally A. Sheehan, Managing Director

Fax: (617) 434-4339

With a copy to:

Brown Rudnick Berlack Israels LLP

One Financial Center

Boston, MA 02111

Attention: Andrew P. Strehle, Esquire

Fax: 617 856-8201

If to the Lenders:

Bank of America, N.A.

100 Federal Street

Boston, MA 02110

Attention: Sally A. Sheehan, Managing Director

Fax: (617) 434-4339

If to the Obligors:

c/o Lead Borrower

Mothers Work, Inc.

456 North Fifth Street

Philadelphia, PA 19123



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Attention: Edward M. Krell, Executive Vice President - Chief Financial Officer

Fax: (215) 923-0975

With a copy to:

Pepper Hamilton LLP

3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA 19103-2799

Attention: David G. Smith, Esquire

Fax: (215) 981-4750

12.2 NOTICE GIVEN.

(a) Except as otherwise specifically provided herein, notices shall be deemed made and correspondence received, as follows
(all times being local to the place of delivery or receipt):



| | (i) | By mail: the sooner of when actually received or Three (3) days following deposit in the United States mail, postage prepaid.
| | --- | -----------------------------------------------------------------------------------------------------------------------------



| | (ii) | By recognized overnight express delivery: the Business Day following the day when sent.
| | ---- | ---------------------------------------------------------------------------------------



| | (iii) | By Hand: If delivered on a Business Day after 9:00 a.m. and no later than Three (3) hours prior to the close of customary business hours of the recipient, when
delivered. Otherwise, at the opening of the then next Business Day.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | By Facsimile transmission (which must include a header on which the party sending such transmission is indicated): If sent on a Business Day after 9:00 a.m. and no
later than Three (3) hours prior to the close of customary business hours of the recipient, One (1) hour after being sent. Otherwise, at the opening of the then next Business Day.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b) Rejection or refusal to accept delivery and inability to deliver because of a changed address or facsimile number for which no due
notice was given shall each be deemed receipt of the notice sent.

(c) Collateral Agent will give the Lead Borrower notice of
its intention to foreclose on its security interests by recognized overnight express delivery.

ARTICLE XIII. - TERM:

13.1 TERMINATION OF REVOLVING CREDIT.



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The Revolving Credit shall remain in effect (subject to suspension as provided in
Section 2.5(h) hereof) until the Termination Date.

13.2 ACTIONS ON
TERMINATION.

On the Termination Date, the Borrowers shall pay the Administrative Agent (whether or not
then due), in immediately available funds, all then Liabilities including, without limitation: the entire balance of the Loan Account (including the unpaid principal balance of the Revolving Credit Loans); any then remaining installments of the
Revolving Credit Commitment Fee; any payments due on account of the indemnification obligations included in Section 2.10(e); any accrued and unpaid Unused Line Fee; and all unreimbursed costs and expenses of Agent for which the Borrowers
are responsible; and shall make such arrangements concerning any L/Cs then outstanding are reasonably satisfactory to the Administrative Agent. Until such payment, all provisions of this Agreement, other than those contained in Article II
which place an obligation on the Agent to make any loans or advances or to provide financial accommodations under the Revolving Credit or otherwise, shall remain in full force and effect until all Liabilities shall have been paid in full. The
release by the Collateral Agent of the Collateral Interests granted the Agent by the Obligors hereunder may be upon such conditions and indemnifications as the Collateral Agent may require.

ARTICLE XIV. - GENERAL:

14.1 PROTECTION
OF COLLATERAL.

The Agent has no duty as to the collection or protection of the Collateral
beyond the safe custody of such of the Collateral as may come into the possession of the Agent.

14.2
PUBLICITY.

The Administrative Agent, at its expense, may issue a tombstone notice of the
establishment of the credit facility contemplated by this Agreement and may make reference to the Obligors (and may utilize any logo or other distinctive symbol associated with the Borrowers) in connection with any advertising, promotion, or
marketing undertaken by the Administrative Agent.

14.3 SUCCESSORS AND
ASSIGNS.

This Agreement shall be binding upon the Obligors and the Obligors representatives,
successors, and assigns and shall inure to the benefit of the Agent and the Lenders and their respective successors and assigns, provided, however, no trustee or other fiduciary appointed with respect to the Obligors shall have any
rights hereunder. In the event that the Agent or Lenders assigns or transfers its rights under this Agreement, the assignee shall thereupon succeed to and become vested with all rights, powers, privileges, and duties of such assignor hereunder and
such assignor shall thereupon be discharged and relieved from its duties and obligations hereunder.



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14.4 SEVERABILITY.

Any determination that any provision of this Agreement or any application thereof is invalid, illegal, or unenforceable in any respect in
any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provision of this Agreement.

14.5 AMENDMENTS; COURSE OF DEALING.

(a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Obligors, the Agent and the
Lenders, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding. No such discussions, negotiations, custom, usage, or course of
dealings shall limit, modify, or otherwise affect the provisions thereof. No failure by the Agent or Lenders to give notice to the Lead Borrower of the Obligors having failed to observe and comply with any warranty or covenant included in any
Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. No change made by the Agent to the manner by which Availability is determined shall obligate the Agent to continue to determine
Availability in that manner.

(b) The Obligors may undertake any action otherwise prohibited hereby, and may omit to take any
action otherwise required hereby, upon and with the express prior written consent of the Agent. No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the
party to be charged with such modification, amendment, or waiver (and if such party is the Agent then by a duly authorized officer thereof). Notwithstanding the foregoing sentence, any increase in the Revolving Credit Loan Ceiling, up to a maximum
of $85,000,000, shall be deemed effective upon and with express written consent of the Borrowers and the Administrative Agent and those Lenders that agree in writing to increase their Revolving Credit Commitments in connection with such increase.
Any modification, amendment, or waiver provided by the Administrative Agent shall be in reliance upon all representations and warranties theretofore made to the Administrative Agent by or on behalf of the Borrowers (and any guarantor, endorser, or
surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.

14.6 POWER OF ATTORNEY.

In connection with all powers of attorney included in this Agreement, the Obligors hereby grant unto the Agent full power to do any and
all things necessary or appropriate in connection with the exercise of such powers as fully and effectually as the Obligors might or could do, hereby ratifying all that said attorney shall do or cause to be done by virtue of this Agreement. No power
of attorney set forth in this Agreement shall be affected by any disability or incapacity suffered by the Obligors and each shall survive the same. All powers conferred upon the Agent by this Agreement, being coupled with an interest, shall be
irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of the Agent.



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14.7 APPLICATION OF PROCEEDS.

The proceeds of any collection, sale, or disposition of the Collateral, or of any other payments received hereunder, shall be
applied towards the Liabilities in such order and manner as the Administrative Agent determines in its sole discretion, consistent, however, with the provisions of this Agreement and the Agency Agreement. The Obligors shall remain liable for any
deficiency remaining following such application.

14.8 INCREASED COSTS.

If the Administrative Agent or Lenders shall have determined that the adoption of any law, rule or regulation regarding capital adequacy,
or any change therein or in the interpretation or application thereof, or compliance by the Agent or Lenders with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or governmental
authority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such partys capital as a consequence of its obligations hereunder to a level below that which the Agent or Lenders could have achieved but
for such adoption, change or compliance (taking into consideration the Agents or Lenders policies with respect to capital adequacy) by a material amount, then from time to time, after submission by the Administrative Agent or Lenders to
the Lead Borrower of a written demand therefor (Capital Adequacy Demand) together with the certificate described below, the Borrowers shall pay to the Agent or Lenders, as applicable, such additional amount or amounts
(Capital Adequacy Charge) as will compensate the Agent or Lenders for such reduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of the Administrative Agent or
Lenders claiming entitlement to payment as set forth above shall be conclusive. Such certificate shall set forth the nature of the occurrence giving rise to such reduction, the amount of the Capital Adequacy Charge to be paid to the Agent or
Lenders, and the method by which such amount was determined. In determining such amount, the Administrative Agent or Lenders may use any reasonable averaging and attribution method, applied on a non-discriminatory basis.

14.9 COSTS AND EXPENSES OF THE AGENT
AND LENDERS.

The Borrowers shall pay from time to time on demand all Costs of Collection
and all reasonable costs, expenses, and disbursements of (including attorneys reasonable fees and expenses) which are incurred by the Agent and Lenders in connection with the preparation, negotiation, execution, and delivery of this Agreement
and of any other Loan Documents, and all other reasonable costs, expenses, and disbursements which may be incurred connection with or in respect to the credit facility contemplated hereby or which otherwise are incurred with respect to the
Liabilities.

(a) The Borrowers shall pay on from time to time on demand all reasonable costs and expenses (including
reasonable attorneys fees and expenses) incurred by the Agent and all reasonable costs and expenses (including reasonable attorneys fees and expenses) incurred by the Lenders to the Lenders Special Counsel, following the occurrence
of any Event of Default.



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(b) The Borrowers authorize the Administrative Agent to pay all such fees and expenses and
in the Administrative Agents discretion, to add such fees and expenses to the Loan Account.

(c) The undertaking on the
part of the Borrowers in this Section 14.9 shall survive payment of the Liabilities and/or any termination, release, or discharge executed by the Agent in favor of the Borrowers, other than a termination, release, or discharge which
makes specific reference to this Section 14.9.

14.10 COPIES AND
FACSIMILES.

This Agreement and all documents which relate thereto, which have been or may be hereinafter
furnished the Agent or the Lenders may be reproduced by the Agent or Lenders by any photographic, microfilm, xerographic, digital imaging, or other process, and such Person making such reproduction may destroy any document so reproduced. Any such
reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made in the regular course of business). Any
facsimile which bears proof of transmission shall be binding on the party which or on whose behalf such transmission was initiated and likewise shall be so admissible in evidence as if the original of such facsimile had been delivered to the party
which or on whose behalf such transmission was received.

14.11 NEW YORK
LAW.

This Agreement and all rights and obligations hereunder, including matters of construction, validity,
and performance, shall be governed by the law of the State of New York.

14.12 CONSENT TO
JURISDICTION.

(a) Each Obligor agrees that any legal action, proceeding, case, or controversy against the
Obligors with respect to any Loan Document may be brought in the Supreme Court for New York County or in the United States District Court, Southern District of New York, sitting in New York City, New York, or the Superior Court of Suffolk County,
Massachusetts or in the United States District Court, District of Massachusetts, sitting in Boston, Massachusetts, as the Agent may elect in the Agents sole discretion. By execution and delivery of this Agreement, each Borrower, for itself and
in respect of its property, accepts, submits, and consents generally and unconditionally, to the jurisdiction of the aforesaid courts.

(b) Each Obligor WAIVES personal service of any and all process upon it, and irrevocably consents to the service of process out of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by certified mail, postage prepaid, to Lead Borrower at Lead Borrowers address for notices as specified herein, such service to become effective Five (5) Business Days after such mailing.

(c) Each Obligor WAIVES any objection based on forum non conveniens and any objection to venue of any action or
proceeding instituted under any of the Loan Documents and consents to the granting of such legal or equitable remedy as is deemed appropriate by the Court.



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(d) Nothing herein shall affect the right of the Agent to bring legal actions or proceedings
in any other competent jurisdiction.

(e) Each Obligor agrees that any action commenced by any Borrower asserting any claim
arising under or in connection with this Agreement or any other Loan Document shall be brought solely in the Superior Court of Suffolk County, Massachusetts or in the United States District Court, District of Massachusetts, sitting in Boston,
Massachusetts, and that such Courts shall have exclusive jurisdiction with respect to any such action.

14.13
INDEMNIFICATION.

The Obligors shall indemnify, defend, and hold the Agent and Lenders and any Participant
and any of their respective employees, officers, or agents (each, an Indemnified Person) harmless of and from any claim brought or threatened against any Indemnified Person by the Borrowers, any guarantor or endorser of the
Liabilities, or any other Person (as well as from attorneys reasonable fees, expenses, and disbursements in connection therewith) on account of the relationship of any Obligor or of any other guarantor or endorser of the Liabilities (each of
claims which may be defended, compromised, settled, or pursued by the Indemnified Person with counsel of the Agents or Lenders or Participants (as the case may be) selection, but at the expense of the Obligors) other than any claim
as to which a final determination is made in a judicial proceeding (in which the Agent, Lenders and any other Indemnified Person has had an opportunity to be heard), which determination includes a specific finding that the Indemnified Person seeking
indemnification had acted in a grossly negligent manner or in actual bad faith. This indemnification shall survive payment of the Liabilities and/or any termination, release, or discharge executed by the Agent or Lenders in favor of the Obligors,
other than a termination, release, or discharge duly executed on behalf of the Agent or Lenders which makes specific reference to this Section 14.13.

14.14 RULES OF CONSTRUCTION.

The following rules of construction shall be applied in the interpretation, construction, and enforcement of this Agreement and of the
other Loan Documents:

(a) Unless otherwise specifically provided for herein, interest and any fee or charge which is stated
as a per annum percentage shall be calculated based on a 365/366 day year and actual days elapsed.

(b) Words in the singular
include the plural and words in the plural include the singular.

(c) Any reference, herein, to a circumstance or events
having more than a de minimis adverse effect and any similar reference is to a circumstance or event which (x) in a well-managed enterprise, would receive the active attention of senior management with a view towards it being
reversed or remedied; or (y) if not reversed or remedied, could reasonably be expected to lead to its becoming a material adverse effect.



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(d) Cross references to Sections in this Agreement begin with the Article in which that
Section appears and then the Section to which reference is made. (For example, a reference to Section 5.6 is to subsection 6, which appears in Article V of this Agreement).

(e) Titles, headings (indicated by being underlined or shown in Small Capitals) and any Table of Contents are solely for
convenience of reference; do not constitute a part of the instrument in which included; and do not affect such instruments meaning, construction, or effect.

(f) The words includes and including are not limiting.

(g) Text which follows the words including, without limitation (or similar words) is illustrative and not limiting.

(h) Except where the context otherwise requires or where the relevant subsections are joined by or, compliance
with any Section or provision of any Loan Document which constitutes a warranty or covenant requires compliance with all subsections (if any) of that Section or provision. Except where the context otherwise requires, compliance with any warranty or
covenant of any Loan Document which includes subsections which are joined by or may be accomplished by compliance with any of such subsections.

(i) Text which is shown in italics, shown in bold, shown IN ALL CAPITAL LETTERS, or in any combination of the foregoing, shall be deemed to be conspicuous.

(j) The words may not are prohibitive and not permissive.

(k) The word or is not exclusive.

(l) Any reference to a Persons knowledge (or words of similar import) are to such Persons knowledge assuming that such Person has undertaken reasonable and diligent investigation
with respect to the subject of such knowledge (whether or not such investigation has actually been undertaken).

(m) Terms which are defined in one section of any Loan Document are used with such definition throughout the instrument in which so
defined.

(n) The symbol $ refers to United States Dollars.

(o) Unless limited by reference to a particular Section or provision, any reference to herein, hereof, or
within is to the entire Loan Document in which such reference is made.

(p) References to this
Agreement or to any other Loan Document is to the subject instrument as amended to the date on which application of such reference is being made.

(q) Except as otherwise specifically provided, all references to time are to Boston time.



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(r) In the determination of any notice, grace, or other period of time prescribed or allowed
hereunder:



| | (i) | Unless otherwise provided (I) the day of the act, event, or default from which the designated period of time begins to run shall not be included and the last day
of the period so computed shall be included unless such last day is not a Business Day, in which event the last day of the relevant period shall be the then next Business Day and (II) the period so computed shall end at 5:00 p.m. on the relevant
Business Day.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | The word from means from and including.
| | ---- | -------------------------------------------



| | (iii) | The words to and until each mean to, but excluding.
| | ----- | ---------------------------------------------------------



| | (iv) | The word through means to and including.
| | ---- | --------------------------------------------

(s) The Loan Documents shall be construed and interpreted in a harmonious manner and in keeping with the intentions set forth in Section 19.15 hereof, provided, however, in the event of any
inconsistency between the provisions of this Agreement and any other Loan Document, the provisions of this Agreement shall govern and control.

14.15 INTENT.

It is intended that:

(a) This Agreement take effect as a sealed instrument.

(b) The scope of the Collateral Interests created by any Obligor to secure the Liabilities be broadly construed in favor of the Agent and that they cover all assets of each Borrower.

(c) All Collateral Interests created in favor of the Agent at any time and from time to time by any Obligor secure all Liabilities,
whether now existing or contemplated or hereafter arising.

(d) Except as specifically limited herein, all reasonable costs,
expenses, and disbursements incurred by the Agent and, to the extent provide herein, the Lenders, in connection with such Persons relationship(s) with the Obligors shall be borne by the Obligors.

14.16 PARTICIPATIONS.

The Agent or Lenders may sell participations to one or more financial institutions (a Participant) all or a portion of the Agents or Lenders rights and obligations under
this Agreement, provided, however, that except with the consent of the Borrowers (which may not be unreasonably withheld or delayed), the only rights granted to the participant pursuant to such participation arrangements with respect to waivers,
amendments or modifications of the Loan



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Documents shall be the rights to approve waivers, amendments or modifications that would reduce the principal of or the interest rate on any Loans, extend the term or increase the amount of the
Commitment of such Lender as it relates to such participant, increase the availability of Loans or L/Cs to the Borrowers, reduce the amount of any fees to which such participant is entitled, or extend any regularly scheduled payment date for
principal or interest. No such sale of a participation shall relieve the Agent or Lenders from the Agents or Lenders obligations hereunder.

14.17 RIGHT OF SET-OFF.

Any and all deposits or other sums at any time credited by or due to the Obligors from the Agent, Lenders or any Participant or from any Affiliate of any of the foregoing, and any cash, securities,
instruments or other property of the Obligors in the possession of any of the foregoing, whether for safekeeping or otherwise (regardless of the reason such Person had received the same), to the extent permitted by law, shall at all times constitute
security for all Liabilities and for any and all obligations of the Obligors to the Agent, Lenders or any Participant or such Affiliate and may be applied or set off against the Liabilities and against such obligations at any time, whether or not
such are then due and whether or not other collateral is then available to the Agent.

14.18 PLEDGES
TO FEDERAL RESERVE BANKS.

Nothing included in this Agreement
shall prevent or limit the Agent or Lenders from pledging all or any portion of that Agents or any Lenders interest and rights under this Agreement to any funding source of such Agent or Lender or, to the extent that the Agent or Lenders
is subject to any of the twelve Federal Reserve Banks organized under §4 of the Federal Reserve Act (12 U.S.C. §341), from pledging all or any portion of that Agents or Lenders interest and rights under this Agreement,
provided, however, neither such pledge nor the enforcement thereof shall release the Agent or Lenders from their respective obligations hereunder or under any of the Loan Documents.

14.19 MAXIMUM INTEREST RATE.

Regardless of any provision of any Loan Document, the Agent and Lenders shall not be entitled to contract for, charge, receive, collect,
or apply as interest on any Liability, any amount in excess of the maximum rate imposed by applicable law. Any payment which is made which, if treated as interest on a Liability would result in such interests exceeding such maximum rate shall
be held, to the extent of such excess, as additional collateral for the Liabilities as if such excess were Collateral.

14.20 WAIVERS.

(a) Each Borrower (and all guarantors,
endorsers, and sureties of the Liabilities) make each of the waivers included in Section 14.20(b), below, knowingly, voluntarily, and intentionally, and understands that Agent and Lenders, in establishing the facilities contemplated



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hereby and in providing loans and other financial accommodations to or for the account of the Borrowers as provided herein, whether not or in the future, is relying on such waivers.

(b) EACH BORROWER, AND EACH SUCH GUARANTOR, ENDORSER, AND SURETY RESPECTIVELY WAIVES THE FOLLOWING:



| | (i) | Except as otherwise specifically required hereby, notice of non-payment, demand, presentment, protest and all forms of demand and notice, both with respect to the
Liabilities and the Collateral.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Except as otherwise specifically required hereby, the right to notice and/or hearing prior to the Agents exercising of the Agents rights upon default.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | THE RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY IN WHICH THE AGENT OR LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR
AGAINST THE AGENT OR LENDER OR IN WHICH THE AGENT OR LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF OR IS IN RESPECT OF, ANY RELATIONSHIP AMONGST OR BETWEEN ANY BORROWER OR ANY OTHER PERSON AND THE AGENT OR LENDER
LIKEWISE WAIVES THE RIGHT TO A JURY IN ANY TRIAL OF ANY SUCH CASE OR CONTROVERSY).
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | Any defense, counterclaim, set-off, recoupment, or other basis on which the amount of any Liability, as stated on the books and records of the Agent or Lenders, could
be reduced or claimed to be paid otherwise than in accordance with the tenor of and written terms of such Liability.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | Any claim to consequential, special, or punitive damages.
| | --- | ---------------------------------------------------------

14.21 COUNTERPARTS.

This Agreement, any of the Loan
Documents, and any amendments, waivers, consents or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed an original, but
all of which counterparts together shall constitute but one agreement.

14.22 ELECTRONIC
SUBMISSIONS.

Upon not less than Thirty (30) days prior written notice (the Approved
Electronic Form Notice), the Agent may permit or require that any of the documents, certificates, forms,



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deliveries or other communications, authorized, required or contemplated by this Agreement or the Loan Documents, be submitted to the Agent in Approved Electronic Form (as
hereafter defined), subject to any reasonable terms, conditions and requirements in the applicable Approved Electronic Forms Notice. For purposes hereof Electronic Form means e-mail, e-mail attachments, data submitted on web-based
forms or any other communication method that delivers machine readable data or information to the Agent, and Approved Electronic Form means an Electronic Form that has been approved in writing by the Agent (which approval has not
been revoked or modified by the Agent) and sent to the Borrowers in an Approved Electronic Form Notice. Except as otherwise specifically provided in the applicable Approved Electronic Form Notice, any submissions made in an applicable Approved
Electronic Form shall have the same force and effect that the same submissions would have had if they had been submitted in any other applicable form authorized, required or contemplated by this Agreement or the Loan Documents.

14.23 BANK OF AMERICA, N.A. AS AGENT.

The Lenders have appointed the Agent as their agent to act on their behalf under the credit facility pursuant to the terms of the
Agency Agreement, so referred to herein, between the Lenders and the Agent. If at any time the Lenders or the Agent elects to terminate the agency relationship, the Lenders or the Agent shall give Thirty (30) days written
notice of such event to the Lead Borrower. Thereafter, all rights and obligations of the Agent contained in this Agreement and the other Loan Documents shall revert to the Lenders or another Agent, if appointed by the Lenders.

14.24 JOINT BORROWER PROVISIONS.

(a) Each Borrower represents to the Agent and Lenders that it is an integral part of a consolidated enterprise, and that each Borrower
will receive direct and indirect benefits from the availability of the joint credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise that are Borrowers.

(b) Each Borrower is, and at all times shall be, jointly and severally liable for each and every one of the Liabilities hereunder,
regardless of which Borrower requested, received, used, or directly enjoyed the benefit of the extensions of credit hereunder. All of the Collateral shall secure all of the Liabilities. Each Borrowers Liabilities are independent obligations
and are absolute and unconditional. Each Borrower, to the extent permitted by law, hereby waives any defense to such Liabilities that may arise by reason of the disability or other defense or cessation of liability of any other Borrower for any
reason other than payment in full. Each Borrower also waives any defense to such Liabilities that it may have as a result of the Agents election of or failure to exercise any right, power, or remedy, including, without limitation, the failure
to proceed first against such other Borrower or any security it holds for such other Borrowers Liabilities under any Loan Document, if any. Without limiting the generality of the foregoing, each Borrower expressly waives all demands and
notices whatsoever (except for any demands or notices, if any, that such Borrower expressly is entitled to receive pursuant to the



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terms of any Loan Document), and agrees that the Agent may, without notice (except for such notice, if any, as such Borrower expressly is entitled to receive pursuant to the terms of any Loan
Document) and without releasing the liability of such Borrower, extend for the benefit of any other Borrower the time for making any payment, waive or extend the performance of any agreement or make any settlement of any agreement for the benefit of
any other Borrower, and may proceed against each Borrower, directly and independently of any other Borrower, as such obligee may elect in accordance with this Agreement.

(c) Each Borrower acknowledges that the Liabilities of such Borrower undertaken herein or in the other Loan Documents, and the grants of security interests and liens by such Borrower to secure Liabilities
of the other Borrower could be construed to consist, at least in part, of the guaranty of Liabilities of the other Borrower and, in full recognition of that fact, each Borrower consents and agrees as hereinafter set forth in the balance of this
Section 14.24. The consents, waivers, and agreements of the Borrowers that are contained in the balance of this Section 14.24are intended to deal with the suretyship aspects of the transactions evidenced by the Loan
Documents (to the extent that a Borrower may be deemed a guarantor or surety for the Liabilities of another Borrower) and thus are intended to be effective and applicable only to the extent that any Borrower has agreed to answer for the Liabilities
of another Borrower or has granted a lien or security interest in Collateral to secure the Liabilities of another Borrower. Conversely, the consents, waivers, and agreements of the Borrowers that are contained in the balance of this
Section 14.24shall not be applicable to the direct Liabilities of a Borrower with respect to credit extended directly to such Borrower, and shall not be applicable to security interests or liens on Collateral of a Borrower given to
directly secure direct Liabilities of such Borrower where no aspect of guaranty or suretyship is involved. Each Borrower consents and agrees that the Lenders may, at any time and from time to time, without notice or demand, whether before or after
any actual or purported termination, repudiation or revocation of this Agreement by any one or more Borrowers, and without affecting the enforceability or continuing effectiveness hereof as to such Borrower, in accordance with the terms of the Loan
Documents: (a) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate or otherwise change the time for payment or the terms of the Liabilities or any part thereof, including any increase or decrease of the rate(s) of
interest thereon; (b) supplement, restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval or consent with respect to, the Liabilities or any part thereof, or any of the Loan Documents or any security
or guarantees granted or entered into by any Person(s) other than such Borrower, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements
in exchange for or relative to any of the Loan Documents or the Liabilities or any part thereof, (d) accept partial payments on the Liabilities; (e) receive and hold additional security or guarantees for the Liabilities or any part
thereof, (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer or enforce any security or guarantees, and apply any security and direct the order or manner of sale thereof as the Lenders
in their sole and absolute discretion may determine; (g) release any other Person (including, without limitation, any other Borrower) from any personal liability with respect to the Liabilities or any part thereof, (h) with respect to any
Person other than such Borrower (including, without limitation, any other Borrower), settle, release on terms satisfactory to the Lenders or by operation of applicable laws or otherwise



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liquidate or enforce any Liabilities and any security therefor or guaranty thereof in any manner, consent to the transfer of any security and bid and purchase at any sale; or (i) consent to
the merger, change or any other restructuring or termination of the corporate or partnership existence of any other Borrower or any other Person, and correspondingly agree, in accordance with all applicable provisions of the Loan Documents, to the
restructure of the Liabilities, and any such merger, change, restructuring or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the
Liabilities.

(d) Upon the occurrence and during the continuance of any Event of Default, the Agent may enforce the Loan
Documents independently as to each Borrower and independently of any other remedy the Agent at any time may have or hold in connection with the Liabilities, and it shall not be necessary for the Agent to marshal assets in favor of any Borrower or
any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement or any other Loan Documents. Each Borrower expressly waives any right to require the Agent to marshal assets in favor of any
Borrower or any other Person or to proceed against any other Borrower or any Collateral provided by any Person, and agrees that the Agent may proceed against Borrowers or any Collateral in such order as they shall determine in their sole and
absolute discretion, subject to the terms hereof.

(e) The Agent may file a separate action or actions against any Borrower,
whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Each Borrower agrees, for itself, that the Agent and any other Borrower, or any
Affiliate of any other Borrower (other than such Borrower itself), may deal with each other in connection with the Liabilities or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner
whatsoever, all without in any way altering or affecting the continuing efficacy as to such Borrower of the Loan Documents.

(f) The Agents rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with
respect to any amount at any time paid on account of the Liabilities which thereafter shall be required to be restored or returned by the Agent (including, without limitation, the restoration or return of any amount pursuant to a court order or
judgment (whether or not final or non-appealable), or pursuant to a good faith settlement of a pending or threatened avoidance or recovery action, or pursuant to good faith compliance with a demand made by a Person believed to be entitled to pursue
an avoidance or recovery action (such as a bankruptcy trustee or a Person having the avoiding powers of a bankruptcy trustee, or similar avoiding powers), and without requiring the Agent to oppose or litigate avoidance or recovery demands or actions
that it believes in good faith to be meritorious or worthy of settlement or compliance, or pursue or exhaust appeals), all as though such amount had not been paid. The rights and priorities of the Agent created or granted herein and the
enforceability of the Loan Documents at all times shall remain effective to cover the full amount of all the Liabilities even though the Liabilities, including any part thereof or any other security or guaranty therefor, may be or hereafter may
become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto.



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(g) To the maximum extent permitted by applicable law, each Borrower, for itself, expressly
waives any and all defenses now or hereafter arising or that otherwise might be asserted by reason of (a) any disability or other defense of any other Borrower with respect to the Liabilities or with respect to the enforceability of the
Agents security interest in or Encumbrance on any collateral securing any of the Liabilities (including, without limitation, the Collateral), (b) the unenforceability or invalidity of any security or guaranty for the Liabilities or the
lack of perfection or continuing perfection or failure of priority of any security for the Liabilities, (c) the cessation for any cause whatsoever of the liability of any other Borrower (other than by reason of the full payment and performance
of all Liabilities), (d) any failure of the Agent to give notice of sale or other disposition of Collateral to any other Borrower or any other Person other than such waiving Borrower, or any defect in any notice that may be given to any other
Borrower for any other Person other than such waiving Borrower, in connection with any sale or disposition of any collateral securing the Liabilities or any of them (including, without limitation, the Collateral), (e) any failure of the Agent
to comply with applicable law in connection with the sale or other disposition of any collateral or other security for any Liabilities that is owned by another Borrower or by any other Person other than such waiving Borrower, including any failure
of the Agent to conduct a commercially reasonable sale or other disposition of any such collateral or other security for any Liabilities, (f) any act or omission of the Agent or others that directly or indirectly results in or aids the
discharge or release of any other Borrower, or the Liabilities of any other Borrower, or any security or guaranty therefor, by operation of law or otherwise, or (g) any law which provides that the obligation of a surety or guarantor must
neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a suretys or guarantors obligation in proportion to the principal obligation. Until such time, if any, as all of the
Liabilities (other than contingent Liabilities and indemnities which survive repayment of the Loans) have been paid and performed in full and no portion of any commitment of the Lenders to any Borrower under any Loan Document remains in effect, no
Borrower shall have any right of subrogation, contribution, reimbursement or indemnity, and each Borrower expressly waives any right to enforce any remedy that the Agent now have or hereafter may have against any other Person and waives the benefit
of, or any right to participate in, any collateral now or hereafter held by the Agent. Except to the extent expressly provided for in any Loan Document, each Borrower expressly waives, to the maximum extent permitted by applicable law, all rights or
entitlements to presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the
Liabilities, and all notices of acceptance of the Loan Documents or of the existence, creation or incurring of new or additional Liabilities.

(h) Each Borrower hereby agrees to keep each other Borrower fully apprised at all times as to the status of its business, affairs, finances, and financial condition, and its ability to perform its
Liabilities under the Loan Documents, and in particular as to any adverse developments with respect thereto. Each Borrower hereby agrees to undertake to keep itself apprised at all times as to the status of the business, affairs, finances, and
financial condition of each other Borrower, and of the ability of each other Borrower to perform its Liabilities under the Loan Documents, and in particular as to any adverse developments with respect to any thereof. Each Borrower hereby agrees, in
light of the foregoing mutual covenants to inform each other,



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and to keep themselves and each other informed as to such matters, that the Agent shall have no duty to inform any Borrower of any information pertaining to the business, affairs, finances, or
financial condition of any other Borrower, or pertaining to the ability of any other Borrower to perform its Liabilities under the Loan Documents, even if such information is adverse, and even if such information might influence the decision of one
or more of the Borrowers to continue to be jointly and severally liable for, or to provide Collateral for, Liabilities of one or more of the other Borrowers. To the fullest extent permitted by applicable law, each Borrower hereby expressly waives
any duty of the Agent to inform any Borrower of any such information.

(i) Borrowers and each of them warrant and agree that
each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may
diminish, or otherwise adversely affect rights that Borrowers otherwise may have against other Borrowers, the Agent or others, or against Collateral, and that, under the circumstances, the waivers and consents herein given are reasonable. If any of
the waivers or consents herein is determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

14.25 TRANSITIONAL ARRANGEMENTS.

This Agreement shall, on and as of the Closing Date, supersede the Second Agreement, in its entirety, except as provided in this
Section 14.25. On the Closing Date, the rights and obligations of the parties under the First Agreement shall be subsumed within and governed by this Agreement, provided, however,

(a) that each of the Revolving Credit Loans (as defined in the Second Agreement) outstanding under the Second Agreement on
the Closing Date shall continue to bear interest up to the Closing Date at the rate at which they bear interest under the Second Agreement and, on and after the Closing Date, all of such Loans under the Second Agreement shall be converted to
Revolving Credit Loans hereunder and shall bear interest at the rates set forth hereunder;

(b) that any letter of credit or
L/C outstanding under the Second Agreement on the Closing Date shall for the purposes of this Agreement, together with the Special Purpose Credit, be a L/C hereunder;

(c) that each and every other Loan Document under the Second Agreement shall, unless explicitly restated, substituted or replaced in connection herewith, continue in full force and effect and that any and
all references therein to the Second Agreement shall be deemed to constitute references to this Agreement; and

(d) all fees,
letter of credit fees and other fees and expenses owing or accruing under or in respect of the Second Agreement shall be calculated as of the Closing Date (prorated in the case of any fractional periods), and shall be paid in accordance with the
method and on the dates, specified in the Second Agreement, as if the Second Agreement were still in effect.



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14.26 CONFIDENTIALITY.

(a) Obligors and each Lender will maintain, as confidential (other than to their respective attorneys, agents, accountants, participants
and prospective participants) all of the following:



| | (i) | Proprietary approaches, techniques, and methods of analysis which are applied by any Agent in the administration of the credit facility contemplated by this Agreement.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Proprietary forms and formats utilized by any Agent in providing reports to the Lenders pursuant hereto, which forms or formats are not of general currency.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

(b) Agent and each Lender will maintain, as confidential (other than to their respective attorneys, agents,
accountants, participants and prospective participants) all confidential information provided by the Obligors pursuant to the Loan Documents, except that such confidential information may be disclosed by Agent or such Lender (a) to its
Affiliates and to its and its Affiliates respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such information and instructed to keep such information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially
the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (g) with the consent of the Borrowers or (h) to the extent such information (i) becomes publicly available other than as a result of a
breach of this Section or (ii) becomes available to the Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers.

(c) Nothing included herein shall prohibit the disclosure of any such information as may be required to be provided by judicial process
or by regulatory authorities having jurisdiction over any party to this Agreement.

[REMAINDER OF PAGE INTENTIONALLY BLANK]



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| |  |  |  |                                              
| |  |  |  | ---------------------------------------------
| |  |  |  | Signature Page to Loan and Security Agreement



MOTHERS WORK, INC.(Lead Borrower)By:

/s/ Edward M. KrellEdward M. KrellExecutive Vice President Chief Financial OfficerCAVE SPRINGS, INC.(a Borrower)By:

/s/ Edward M. KrellEdward M. KrellExecutive Vice President Chief Financial OfficerMOTHERS WORK CANADA, INC.(a Guarantor)By:

/s/ Edward M. KrellEdward M. KrellExecutive Vice President Chief Financial Officer




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| |  |  |  |                                              
| |  |  |  | ---------------------------------------------
| |  |  |  | Signature Page to Loan and Security Agreement



BANK OF AMERICA, N.A.(Lender)By:

/s/ Christine HutchinsonPrint Name:

Christine HutchinsonTitle:

Vice PresidentBANK OF AMERICA, N.A.(Administrative Agent)By:

/s/ Christine HutchinsonPrint Name:

Christine HutchinsonTitle:

Vice PresidentBANK OF AMERICA, N.A.(Collateral Agent)By:

/s/ Christine HutchinsonPrint Name:

Christine HutchinsonTitle:

Vice President




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EXHIBIT 2.7



|                      |  |                       
|--------------------- |  | ----------------------
|SWINGLINE NOTE        |  | BANK OF AMERICA, N.A.,
|$10,000,000.00        |  | Payee                 
|                      | 
|Boston, Massachusetts |  | Date: March 13, 2007  

FOR VALUE
RECEIVED, the undersigned Mothers Work, Inc., a Delaware corporation, and Cave Springs, Inc., a Delaware corporation, each with their principal office at 456 North Fifth Street, Philadelphia, Pennsylvania 19123 (the
Borrowers), promises to pay to the order of Bank of America, N.A., a national banking association (hereinafter, with any subsequent holder, the Payee), at the offices of the Administrative Agent at 100
Federal Street, Boston, Massachusetts 02110, or at such other place as the Payee or any holder hereof may from time to time designate the aggregate principal amount of Ten Million Dollars ($10,000,000.00) or so much as may be advanced to the
Borrowers as a SwingLine Loan, whichever is less, pursuant to the Second Amended and Restated Loan and Security Agreement (as such may be amended hereafter, the Loan Agreement) by and among Bank of America, N.A., as Administrative
Agent and Collateral Agent, the Lenders party thereto, the Payee and the Obligors party thereto including the Borrowers, with interest, at the rate and payable in the manner, stated therein. All capitalized terms used herein and not otherwise
defined shall have the same meaning herein as in the Loan Agreement.

This is the SwingLine Note to which
reference is made in the Loan Agreement and is subject to all terms and provisions thereof. The principal of, and interest on, this SwingLine Note shall be payable as provided in the Loan Agreement and shall be subject to acceleration as provided
therein.

The Administrative Agents books and records concerning the SwingLine Loans, the accrual of interest thereon,
and the repayment of such SwingLine Loans, shall be prima facie evidence of the indebtedness to the Payee hereunder.

No delay
or omission by the Administrative Agent, the Collateral Agent, or the Payee in exercising or enforcing any of the Payees powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on
any other occasion. No waiver of any default hereunder shall operate as a waiver of any other default hereunder, nor as a continuing waiver.

Each Borrower waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof. Each Borrower assents to any extension or other indulgence (including, without
limitation, the release or substitution of collateral) permitted by the Administrative Agent, the Collateral Agent, or the Payee with respect to this SwingLine Note and/or any collateral given to secure this SwingLine Note or any extension or other
indulgence with respect to any other liability or any collateral given to secure any other liability of the Borrowers or any other person obligated on account of this SwingLine Note.

This SwingLine Note shall be binding upon the each Borrower and upon its respective heirs, successors, assigns, and representatives, and
shall inure to the benefit of the Payee and its respective successors, endorsees, and assigns. The liabilities of the Borrowers and of any endorser or guarantor of this SwingLine Note, are joint and several; provided, however, the release by the
Administrative



---

Agent, the Collateral Agent or the Payee of any one or more such person, endorser or guarantor shall not release any other person obligated on account of this SwingLine Note. Each reference in
this SwingLine Note to any Borrower, any endorser, and any guarantor, is to such person individually and also to all such persons jointly, and in the case of the Lead Borrower, shall also be a reference to each Subsidiary. No person obligated on
account of this SwingLine Note may seek contribution from any other person also obligated on account of this SwingLine Note unless and until all liabilities, obligations and indebtedness to the Payee of the person from whom contribution is sought
have been satisfied in full.

This SwingLine Note is delivered to the Payee at the principal offices of the Administrative
Agent in Boston, Massachusetts, shall be governed by the laws of the State of New York.

Each Borrower makes the following
waiver knowingly, voluntarily, and intentionally, and understands that the Administrative Agent, the Collateral Agent, and the Payee, in the establishment and maintenance of their respective relationships with each Borrower contemplated by the
within SwingLine Note, is relying thereon. EACH BORROWER, TO THE EXTENT ENTITLED THERETO, WAIVESANY PRESENT OR FUTURE RIGHT OF BORROWERS OR OF ANY OTHER PERSON LIABLE TO THE PAYEE ON ACCOUNT OF OR IN RESPECT TO THE LIABILITIES, TO A
TRIAL BY JURY IN ANY CASE OR CONTROVERSY IN WHICH THE PAYEE IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE PAYEE OR IN WHICH THE PAYEE IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF,
OR IS IN RESPECT TO, ANY RELATIONSHIP AMONGST OR BETWEEN THE BORROWERS, ANY SUCH PERSON, AND THE PAYEE.

[Remainder of page
intentionally left blank]



---

Signature Page to SwingLine Note

Executed as of this 13th day of March, 2007.



MOTHERS WORK, INC.
(Borrower)By:Print Name:Title:




CAVE SPRINGS, INC.(Borrower)By:Print Name:Title:




---

EXHIBIT 2.9



|                      |  |                       
|--------------------- |  | ----------------------
|REVOLVING CREDIT NOTE |  | BANK OF AMERICA, N.A.,
|$65,000,000.00        |  | Payee                 
|                      | 
|Boston, Massachusetts |  | Date: March 13, 2007  

FOR VALUE
RECEIVED, the undersigned Mothers Work, Inc., a Delaware corporation, and Cave Springs, Inc., a Delaware corporation, each with their principal office at 456 North Fifth Street, Philadelphia, Pennsylvania 19123 (the
Borrowers), promise to pay to the order ofBank of America, N.A., a national banking association (hereinafter, with any subsequent holder, the Payee), at the offices of the Administrative Agent at 100
Federal Street, Boston, Massachusetts 02110, or at such other place as the Payee or any holder hereof may from time to time designate, the aggregate principal amount of Sixty-Five Million Dollars ($65,000,000.00) or so much as Payee has advanced to
or for the account of the Borrowers as a Revolving Credit Loan , whichever is less, pursuant to the Second Amended and Restated Loan and Security Agreement (as such may be amended hereafter, the Loan Agreement) by and among Bank
of America, N.A., as Administrative Agent and Collateral Agent, the Lenders party thereto, the Payee and the Obligors party thereto including the Borrowers, with interest, at the rate and payable in the manner, stated therein. All capitalized terms
used herein and not otherwise defined shall have the same meaning herein as in the Loan Agreement.

This is the
Revolving Credit Note to which reference is made in the Loan Agreement and is subject to all terms and provisions thereof. The principal of, and interest on, this Revolving Credit Note shall be payable as provided in the Loan Agreement
and shall be subject to acceleration as provided therein.

The Administrative Agents books and records concerning the
Revolving Credit Loans, the accrual of interest thereon, and the repayment of such Revolving Credit Loans, shall be prima facie evidence of the indebtedness to the Payee hereunder.

No delay or omission by the Administrative Agent, the Collateral Agent or the Payee in exercising or enforcing any of the Payees
powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any default hereunder shall operate as a waiver of any other default hereunder, nor as a
continuing waiver.

Each Borrower waives presentment, demand, notice, and protest, and also waives any delay on the part of
the holder hereof. Each Borrower assents to any extension or other indulgence (including, without limitation, the release or substitution of collateral) permitted by the Administrative Agent, the Collateral Agent or the Payee with respect to this
Revolving Credit Note and/or any collateral given to secure this Revolving Credit Note or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of the each Borrower or any other
person obligated on account of this Revolving Credit Note.

This Revolving Credit Note shall be binding upon the each Borrower
and upon its respective heirs, successors, assigns, and representatives, and shall inure to the benefit of the Payee and its successors, endorsees, and assigns. The liabilities of the Borrowers and of any endorser or guarantor



---

of this Revolving Credit Note, are joint and several; provided, however, the release by the Administrative Agent, the Collateral Agent or the Payee of any one or more such person, endorser or
guarantor shall not release any other person obligated on account of this Revolving Credit Note. Each reference in this Revolving Credit Note to any Borrower, any endorser, and any guarantor, is to such person individually and also to all such
persons jointly, and in the case of the Lead Borrower, shall also be a reference to each Subsidiary. No person obligated on account of this Revolving Credit Note may seek contribution from any other person also obligated on account of this Revolving
Credit Note unless and until all liabilities, obligations and indebtedness to the Payee of the person from whom contribution is sought have been satisfied in full.

This Revolving Credit Note is delivered to the Payee at the principal offices of the Administrative Agent in Boston, Massachusetts, shall be governed by the laws of the State of New York.

Each Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Payee, in the establishment
and maintenance of the Payees relationship with each Borrower contemplated by the within Revolving Credit Note, is relying thereon. EACH BORROWER, TO THE EXTENT ENTITLED THERETO, WAIVESANY PRESENT OR FUTURE RIGHT OF BORROWERS OR
OF ANY OTHER PERSON LIABLE TO THE PAYEE ON ACCOUNT OF OR IN RESPECT TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY CASE OR CONTROVERSY IN WHICH THE PAYEE IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE PAYEE OR
IN WHICH THE PAYEE IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT TO, ANY RELATIONSHIP AMONGST OR BETWEEN THE BORROWERS, ANY SUCH PERSON, AND THE PAYEE.

[Remainder of page intentionally left blank]



---

Signature Page to Revolving Credit Note

Executed as of this 13th day of March, 2007.



MOTHERS WORK, INC.(Borrower)By:Print Name:Title:




CAVE SPRINGS, INC.(Borrower)By:Print Name:Title:




---

EXHIBIT 2.22

Revolving Lenders



|                        |  |                                    |               |  |                                       |  |       |  
|----------------------- |  | ---------------------------------- | ------------- |  | ------------------------------------- |  | ----- | -
|Revolving Credit Lender |  | Revolving Credit DollarCommittment |               |  | Revolving CreditCommitment Percentage | 
|Bank of America, N.A.   |  | $                                  | 65,000,000.00 |  |                                       |  | 100.0 | %
|TOTAL                   |  | $                                  | 65,000,000.00 |  |                                       |  | 100.0 | %



---

EXHIBIT 4.2

DUE ORGANIZATION, CORPORATE AUTHORIZATION, NO CONFLICTS



|(a) | Corporate Structure
|--- | -------------------



|                         |  |                |  |                       |  |                                                                                                                                                     
|------------------------ |  | -------------- |  | --------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|Name of Entity           |  | Type of Entity |  | State of
Organization |  | Stockholders /
Capital Structure                                                                                                                    
|                         |  |                | 
|Mothers Work, Inc.       |  | Corporation    |  | Delaware              |  | Publicly held and traded on NASDAQ under ticker symbol MWRK
 No stockholders presently hold over 25% of the
equity interests of Mothers Work, Inc.
|                         |  |                | 
|Cave Springs, Inc.       |  | Corporation    |  | Delaware              |  | 100% owned by Mothers Work, Inc.                                                                                                                    
|                         |  |                | 
|Mothers WorkCanada, Inc. |  | Corporation    |  | Delaware              |  | 100% owned by Mothers Work, Inc.                                                                                                                    
|                         |  |                | 
|                         |  |                |  |                       |  |                                                                                                                                                     



|(b) | Affiliates
|--- | ----------



|                                         |  |                |  |                                |  |                                        
|---------------------------------------- |  | -------------- |  | ------------------------------ |  | ---------------------------------------
|Name of Affiliate                        |  | Type of Entity |  | State of
Organization (if any) |  | Relationship to
Borrowers              
|                                         |  |                | 
|Maternity Factory Warehouse Centre, Inc. |  | Corporation    |  | Canada                         |  | 100% owned by Mothers Work Canada, Inc.
|                                         |  |                | 
|Confecciones Acona S.A.                  |  | Corporation    |  | Costa Rica                     |  | 100% owned by Mothers Work, Inc.       



---

EXHIBIT 4.3

TRADE NAMES



|(a)(i) | The following are all names under which any Obligor has conducted its business within the past five (5) years:
|------ | --------------------------------------------------------------------------------------------------------------

A Pea in the Pod

apeainthepod.com

Cave Springs, Inc.

Dan Howard

Dan Howard Industries, Inc.

Destination Maternity

destinationmaternity.com

Edamame

Edamame The Maternity Spa

eSpecialty Brands, LLC

futuretrust

futuretrust.com

Futuretrust Family Financial Center

iMaternity

iMaternity.com

Maternite

Maternity Factory Warehouse Centre, Inc.

Maternity Works

Maternitymall.com



---

Maternitymall Superstore

Mimi Maternity

mimimaternity.com

Mimi Maternite

Motherhood

motherhood.com

Motherhood Baby

Motherhood Maternity

Motherhood Maternity Outlet

Mothers Stores, Inc.

Mothers Work

Mothers Work, Inc.

Mothers Work Canada, Inc.

Oh Baby! by Motherhood

Steena

Two
Hearts

Two Hearts Maternity



|(a)(ii) | On October 17, 2001, the Lead Borrower completed its acquisition of eSpecialty Brands, LLC (iMaternity) pursuant to an Agreement and Plan of Merger
(the Merger Agreement) dated October 15, 2001, by and among the Lead Borrower, iMaternity Acquisition Corp., a wholly-owned subsidiary of the Lead Borrower (Newco), iMaternity and the holders of all of the outstanding
equity interests of iMaternity. Pursuant to the Merger Agreement, Newco merged with and into iMaternity with iMaternity surviving as a wholly-owned subsidiary of the Lead Borrower. On September 30, 2003 iMaternity was merged with and into the
Lead Borrower, with the Lead Borrower surviving such merger.
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

EXHIBIT 4.6(a)

LOCATIONS, LEASES AND LANDLORDS

Corporate Offices / Distribution Centers / Storage:



|                                                             |  |                                                  |  |                                                          
|------------------------------------------------------------ |  | ------------------------------------------------ |  | ---------------------------------------------------------
|Location                                                     |  | Landlord                                         |  | Landlords Address                                       
|                                                             |  |                                                 
|456 North Fifth Street
Philadelphia, PA 19123                |  | None  Location owned                            |  | None  Location owned                                    
|                                                             |  |                                                 
|                                                             |  |                                                  |  |                                                          
|                                                             |  |                                                 
|4140 B Sladeview CrescentUnit 56, MississaugaOntario, Canada |  | The Erin MillsDevelopment Corporation            |  | 7501 Keele Street Suite
500 Concord, Ontario L4K
1Y2     
|                                                             |  |                                                 
|2001 Kitty HawkAvenue, Philadelphia, PA19112                 |  | Philadelphia Authority forIndustrial Development |  | 1500 Market Street Suite 2600
West Philadelphia, PA 19102

Store Leases:

See attached chart of store leases.

Leased Departments:

See attached chart of leased departments. The Lead Borrower is the lessee or licensee under each of the leased department agreements.

See Exhibit 4.7(d)



---

Mothers Work, Inc.

Obligors

Store List



|            |  |          |     |  |      |              |      |                  |       |    |      |                           |                |                             |      |                  |       |    |     |  |       | 
|----------- |  | -------- | --- |  | ---- | ------------ | ---- | ---------------- | ----- | -- | ---- | ------------------------- | -------------- | --------------------------- | ---- | ---------------- | ----- | -- | --- |  | ----- | 
|Motherswork |  | Landlord |    
|Division    |  | STR#     |     |  | Name |              | City |                  | State |    | Name |                           | Street Address |                             | City |                  | State |    | Zip | 
|MHOOD       |  |          | 106 |  |      | MERL HAY     |      | DES MOINES       |       | IA |      | Urban                     |                | 3800 MERLE HAY ROAD         |      | DES MOINES       |       | IA |     |  | 50310 | 
|MHOOD       |  |          | 107 |  |      | SOUTHSHR     |      | BAY SHORE        |       | NY |      | Westfield                 |                | 1701 SUNRISE HWY            |      | BAY SHORE        |       | NY |     |  | 11706 | 
|MHOOD       |  |          | 108 |  |      | 1#ALDERWD    |      | LYNNWOOD         |       | WA |      | General Growth            |                | 3000 184TH STREET SW        |      | LYNNWOOD         |       | WA |     |  | 98037 | 
|MHOOD       |  |          | 109 |  |      | BLVD         |      | AMHERST          |       | NY |      | Forest City               |                | 1219 NIAGARA FALL BLVD      |      | AMHERST          |       | NY |     |  | 14226 | 
|MHOOD       |  |          | 110 |  |      | #CORAL       |      | CORALVILLE       |       | IA |      | General Growth            |                | 1451 CORAL RIDGE AVENUE     |      | CORALVILLE       |       | IA |     |  | 52241 | 
|MHOOD       |  |          | 111 |  |      | NW PLAZA     |      | ST ANN           |       | MO |      | General Growth            |                | 250 NORTHWEST PLAZA         |      | ST ANN           |       | MO |     |  | 63074 | 
|MHOOD       |  |          | 125 |  |      | TUTTLE       |      | COLUMBUS         |       | OH |      | Mills                     |                | 5043 TUTTLE CROSSING BLVD   |      | COLUMBUS         |       | OH |     |  | 43017 | 
|MHOOD       |  |          | 139 |  |      | GLENBROOK    |      | FORT WAYNE       |       | IN |      | General Growth            |                | 4201 COLDWATER RD.          |      | FORT WAYNE       |       | IN |     |  | 46805 | 
|MHOOD       |  |          | 141 |  |      | AVENUES      |      | JACKSONVILLE     |       | FL |      | Simon                     |                | 10300 SOUTHSIDE BLVD.       |      | JACKSONVILLE     |       | FL |     |  | 32256 | 
|MHOOD       |  |          | 142 |  |      | 1#CTRYSIDE   |      | CLEARWATER       |       | FL |      | Westfield                 |                | 27001 US HWY 19 NORTH       |      | CLEARWATER       |       | FL |     |  | 33761 | 
|MHOOD       |  |          | 147 |  |      | 1#STHRIDGE   |      | GREENDALE        |       | WI |      | Mills                     |                | 5300 S. 76TH STREET         |      | GREENDALE        |       | WI |     |  | 53129 | 
|MHOOD       |  |          | 156 |  |      | 1#GRT NTHRN  |      | NORTH OLMSTED    |       | OH |      | Westfield                 |                | 418 GREAT NORTHERN MALL     |      | NORTH OLMSTED    |       | OH |     |  | 44070 | 
|MHOOD       |  |          | 158 |  |      | BONITA       |      | MERIDIAN         |       | MS |      | CBL                       |                | 1000 BONITA LAKE CIRCLE     |      | MERIDIAN         |       | MS |     |  | 39303 | 
|MHOOD       |  |          | 163 |  |      | SUMMIT       |      | AKRON            |       | OH |      | Simon                     |                | 3265 W. MARKET STREET       |      | AKRON            |       | OH |     |  | 44333 | 
|MHOOD       |  |          | 176 |  |      | CONSR SQ     |      | MAYS LANDING     |       | NJ |      | Developers Diversified    |                | WRANGLEBORO CONSUMER SQUARE |      | MAYS LANDING     |       | NJ |     |  | 08330 | 
|MHOOD       |  |          | 230 |  |      | MACON        |      | MACON            |       | GA |      | Lightstone Group          |                | 3661 EISENHOWER PKWY        |      | MACON            |       | GA |     |  | 31206 | 
|MHOOD       |  |          | 231 |  |      | MONTGMY PA   |      | NORTH WALES      |       | PA |      | Simon                     |                | 217 MONTGOMERY MALL         |      | NORTH WALES      |       | PA |     |  | 19454 | 
|MHOOD       |  |          | 238 |  |      | HANES        |      | WINSTON-SALEM    |       | NC |      | CBL                       |                | 3320 SILAS CREEK PRKWAY     |      | WINSTON-SALEM    |       | NC |     |  | 27103 | 
|MHOOD       |  |          | 239 |  |      | #BELDEN      |      | CANTON           |       | OH |      | Westfield                 |                | 4385 BELDEN VILLAGE MALL    |      | CANTON           |       | OH |     |  | 44718 | 
|MHOOD       |  |          | 240 |  |      | VLLY VIEW    |      | DALLAS           |       | TX |      | Macerich                  |                | 2196 VALLEY VIEW CENTER     |      | DALLAS           |       | TX |     |  | 75240 | 
|MHOOD       |  |          | 241 |  |      | GREAT LKS    |      | MENTOR           |       | OH |      | Simon                     |                | 7850 MENTOR AVENUE          |      | MENTOR           |       | OH |     |  | 44060 | 
|MHOOD       |  |          | 242 |  |      | #HULEN       |      | FORT WORTH       |       | TX |      | General Growth            |                | 4800 S HULEN STREET         |      | FORT WORTH       |       | TX |     |  | 76132 | 
|MHOOD       |  |          | 243 |  |      | GOV SQ       |      | TALLAHASSEE      |       | FL |      | General Growth            |                | 1500 APALACHEE PKWY         |      | TALLAHASSEE      |       | FL |     |  | 32301 | 
|MHOOD       |  |          | 245 |  |      | SUNRISE      |      | MASSAPEQUA       |       | NY |      | Westfield                 |                | 575 SUNRISE MALL            |      | MASSAPEQUA       |       | NY |     |  | 11758 | 
|MHOOD       |  |          | 246 |  |      | SOUTHPRK     |      | MOLINE           |       | IL |      | Simon                     |                | 4500 16TH STREET            |      | MOLINE           |       | IL |     |  | 61265 | 
|MHOOD       |  |          | 247 |  |      | IRNDEQUT     |      | IRONDEQUOIT      |       | NY |      | Madison Marquette         |                | 285 IRONDEQUOIT MALL DRIVE  |      | IRONDEQUOIT      |       | NY |     |  | 14622 | 
|MHOOD       |  |          | 248 |  |      | 1#EL CAJ     |      | EL CAJON         |       | CA |      | Westfield                 |                | 595 PARKWAY PLAZA           |      | EL CAJON         |       | CA |     |  | 92020 | 
|MHOOD       |  |          | 249 |  |      | GRNWD        |      | BOWLING GREEN    |       | KY |      | General Growth            |                | 2625 SCOTTSVILLE RD         |      | BOWLING GREEN    |       | KY |     |  | 42104 | 
|MHOOD       |  |          | 298 |  |      | W RIDE       |      | TOPEKA           |       | KS |      | Simon                     |                | 1801 SW WANAMAKER RD        |      | TOPEKA           |       | KS |     |  | 66604 | 
|MHOOD       |  |          | 300 |  |      | 1#QUEENS CTR |      | ELMHURST         |       | NY |      | Macerich                  |                | 90-15 QUEENS BOULEVARD      |      | ELMHURST         |       | NY |     |  | 11373 | 
|MHOOD       |  |          | 301 |  |      | 1#COBB TOWN  |      | KENNESAW         |       | GA |      | Simon                     |                | 400 ERNEST W BARRETT PKY    |      | KENNESAW         |       | GA |     |  | 30144 | 
|MHOOD       |  |          | 302 |  |      | 1#MCCAIN     |      | N. LITTLE ROCK   |       | AR |      | Simon                     |                | MC CAIN MALL                |      | N. LITTLE ROCK   |       | AR |     |  | 72116 | 
|MHOOD       |  |          | 303 |  |      | STAMFORD     |      | STAMFORD         |       | CT |      | Taubman                   |                | 100 GREYROCK PLACE          |      | STAMFORD         |       | CT |     |  | 06901 | 
|MHOOD       |  |          | 304 |  |      | 1#FEISTA     |      | MESA             |       | AZ |      | Macerich                  |                | 1445 W. SOUTHERN AVE        |      | MESA             |       | AZ |     |  | 85202 | 
|MHOOD       |  |          | 305 |  |      | 1#VALLEY FR  |      | SANTA CLARA      |       | CA |      | Westfield                 |                | 2329 VALLEY FAIR SOUTH      |      | SANTA CLARA      |       | CA |     |  | 95050 | 
|MHOOD       |  |          | 306 |  |      | ST MONICA    |      | SANTA MONICA     |       | CA |      | Macerich                  |                | 315 SANTA MONICA PLACE      |      | SANTA MONICA     |       | CA |     |  | 90401 | 
|MHOOD       |  |          | 309 |  |      | CAMINO       |      | CARLSBAD         |       | CA |      | Westfield                 |                | 2525 EL CAMINO REAL         |      | CARLSBAD         |       | CA |     |  | 92008 | 
|MHOOD       |  |          | 310 |  |      | LAKESIDE     |      | STERLING HEIGHTS |       | MI |      | General Growth            |                | 14600 LAKESIDE CIRCLE       |      | STERLING HEIGHTS |       | MI |     |  | 48313 | 
|MHOOD       |  |          | 311 |  |      | 1#OAKLAND    |      | TROY             |       | MI |      | Oakland Mall Ltd          |                | 634 WEST 14 MILE ROAD       |      | TROY             |       | MI |     |  | 48083 | 
|MHOOD       |  |          | 312 |  |      | CORDOVA      |      | PENSACOLA        |       | FL |      | Simon                     |                | 5100 NORTH NINETH AVE       |      | PENSACOLA        |       | FL |     |  | 32504 | 
|MHOOD       |  |          | 313 |  |      | MEADOWS      |      | LAS VEGAS        |       | NV |      | General Growth            |                | 4300 MEADOWS LANE           |      | LAS VEGAS        |       | NV |     |  | 89107 | 
|MHOOD       |  |          | 314 |  |      | CORTANA      |      | BATON ROUGE      |       | LA |      | Mall Properties           |                | 9341 CORTANA PLACE          |      | BATON ROUGE      |       | LA |     |  | 70815 | 
|MHOOD       |  |          | 315 |  |      | SOUTHGATE    |      | MISSOULA         |       | MT |      | Southgate Mall Associates |                | SOUTHGATE MALL              |      | MISSOULA         |       | MT |     |  | 59801 | 
|MHOOD       |  |          | 316 |  |      | NORTHPARK    |      | RIDGELAND        |       | MS |      | Mills                     |                | NORTH PARK MALL             |      | RIDGELAND        |       | MS |     |  | 39157 | 
|MHOOD       |  |          | 322 |  |      | ORLAND SQ    |      | ORLAND PARK      |       | IL |      | Simon                     |                | 152 ORLAND SQUARE           |      | ORLAND PARK      |       | IL |     |  | 60462 | 
|MHOOD       |  |          | 323 |  |      | # OAK PARK   |      | OVERLAND PARK    |       | KS |      | CBL                       |                | 11417 WEST 95TH             |      | OVERLAND PARK    |       | KS |     |  | 66214 | 
|MHOOD       |  |          | 324 |  |      | SALEM CTR    |      | SALEM            |       | OR |      | General Growth            |                | 480 CENTER STREET N.E.      |      | SALEM            |       | OR |     |  | 97301 | 
|MHOOD       |  |          | 325 |  |      | FOX VALLEY   |      | AURORA           |       | IL |      | Westfield                 |                | 2082 FOX VALLEY MALL        |      | AURORA           |       | IL |     |  | 60504 | 
|MHOOD       |  |          | 326 |  |      | 1#VINTAGE FR |      | MODESTO          |       | CA |      | Macerich                  |                | 3401 DALE ROAD              |      | MODESTO          |       | CA |     |  | 95356 | 





---

Mothers Work, Inc.

Obligors

Store List



|            |  |          |     |  |      |               |      |                |       |    |      |                       |                |                               |      |                |       |    |     |  |       | 
|----------- |  | -------- | --- |  | ---- | ------------- | ---- | -------------- | ----- | -- | ---- | --------------------- | -------------- | ----------------------------- | ---- | -------------- | ----- | -- | --- |  | ----- | 
|Motherswork |  | Landlord |    
|Division    |  | STR#     |     |  | Name |               | City |                | State |    | Name |                       | Street Address |                               | City |                | State |    | Zip | 
|MHOOD       |  |          | 327 |  |      | 1#YORKTOWN    |      | LOMBARD        |       | IL |      | Pehrson-Long          |                | 203 YORKTOWN CENTER           |      | LOMBARD        |       | IL |     |  | 60148 | 
|MHOOD       |  |          | 329 |  |      | TACOMA        |      | TACOMA         |       | WA |      | Simon                 |                | 4502 S. STEELE ST             |      | TACOMA         |       | WA |     |  | 98409 | 
|MHOOD       |  |          | 331 |  |      | FLORIDA       |      | ORLANDO        |       | FL |      | Simon                 |                | 8001 S. ORANGE BLOSSOM TRAIL  |      | ORLANDO        |       | FL |     |  | 32809 | 
|MHOOD       |  |          | 332 |  |      | WLDEN GALL    |      | BUFFALO        |       | NY |      | Pyramid               |                | WALDEN GALLERIA DR. & RT. 90  |      | BUFFALO        |       | NY |     |  | 14225 | 
|MHOOD       |  |          | 333 |  |      | WOODFIELD     |      | SCHAUMBURG     |       | IL |      | Taubman               |                | 5 WOODFIELD MALL              |      | SCHAUMBURG     |       | IL |     |  | 60173 | 
|MHOOD       |  |          | 338 |  |      | 1#HAMILTON    |      | CHATTANOOGA    |       | TN |      | CBL                   |                | 2100 HAMILTON PLACE           |      | CHATTANOOGA    |       | TN |     |  | 37421 | 
|MHOOD       |  |          | 339 |  |      | COTTONWOOD    |      | ALBUQUERQUE    |       | NM |      | Simon                 |                | 10,000 COORS BLVD NW          |      | ALBUQUERQUE    |       | NM |     |  | 87114 | 
|MHOOD       |  |          | 340 |  |      | NEW PARK      |      | NEWARK         |       | CA |      | General Growth        |                | 5902 MOWRY AVENUE             |      | NEWARK         |       | CA |     |  | 94560 | 
|MHOOD       |  |          | 341 |  |      | 1#WESTFARMS   |      | FARMINGTON     |       | CT |      | Taubman               |                | 224 WESTFARMS MALL            |      | FARMINGTON     |       | CT |     |  | 06032 | 
|MHOOD       |  |          | 344 |  |      | 1# MIDLAND    |      | MIDLAND        |       | TX |      | Simon                 |                | 4511 MIDKIFF ROAD             |      | MIDLAND        |       | TX |     |  | 79705 | 
|MHOOD       |  |          | 345 |  |      | ANNAPOLIS     |      | ANNAPOLIS      |       | MD |      | Westfield             |                | 1450 ANNAPOLIS MALL           |      | ANNAPOLIS      |       | MD |     |  | 21401 | 
|MHOOD       |  |          | 347 |  |      | 1#LOS CERRTS  |      | CERRITOS       |       | CA |      | Macerich              |                | 512 LOS CERRITOS CENTER       |      | CERRITOS       |       | CA |     |  | 90703 | 
|MHOOD       |  |          | 348 |  |      | FREHLD RCWY   |      | FREEHOLD       |       | NJ |      | Macerich              |                | FREEHOLD RACEWAY MALL         |      | FREEHOLD       |       | NJ |     |  | 07728 | 
|MHOOD       |  |          | 352 |  |      | 1#GATEWAY     |      | SPRINGFIELD    |       | OR |      | General Growth        |                | 3000 GATEWAY STREET           |      | SPRINGFIELD    |       | OR |     |  | 97477 | 
|MHOOD       |  |          | 353 |  |      | 1#SPRING HL   |      | DUNDEE         |       | IL |      | General Growth        |                | 1416 SPRING HILL MALL         |      | DUNDEE         |       | IL |     |  | 60118 | 
|MHOOD       |  |          | 356 |  |      | FAIR OAKS     |      | FAIRFAX        |       | VA |      | Taubman               |                | M110 FAIR OAKS MALL           |      | FAIRFAX        |       | VA |     |  | 22033 | 
|MHOOD       |  |          | 358 |  |      | KNOXVILLE     |      | KNOXVILLE      |       | TN |      | Simon                 |                | 3000 A MALL ROAD NORTH        |      | KNOXVILLE      |       | TN |     |  | 37924 | 
|MHOOD       |  |          | 359 |  |      | 1#QUAIL SPGS  |      | OKLAHOMA CITY  |       | OK |      | General Growth        |                | 2501 W. MEMORIAL #234         |      | OKLAHOMA CITY  |       | OK |     |  | 73120 | 
|MHOOD       |  |          | 360 |  |      | EDISON        |      | FORT MYERS     |       | FL |      | Simon                 |                | 4125 CLEVELAND AVENUE         |      | FORT MYERS     |       | FL |     |  | 33901 | 
|MHOOD       |  |          | 361 |  |      | NORTH STAR    |      | SAN ANTONIO    |       | TX |      | General Growth        |                | 7400 SAN PEDRO AVE #880       |      | SAN ANTONIO    |       | TX |     |  | 78216 | 
|MHOOD       |  |          | 362 |  |      | CLACKAMS      |      | PORTLAND       |       | OR |      | General Growth        |                | 12000 SE 82ND AVENUE          |      | PORTLAND       |       | OR |     |  | 97266 | 
|MHOOD       |  |          | 364 |  |      | NORTH CTY     |      | ESCONDIDO      |       | CA |      | Westfield             |                | 200 E VIA RANCHO PKWY         |      | ESCONDIDO      |       | CA |     |  | 92025 | 
|MHOOD       |  |          | 365 |  |      | ROSS PARK     |      | PITTSBURGH     |       | PA |      | Simon                 |                | 1000 ROSS PARK MALL DR        |      | PITTSBURGH     |       | PA |     |  | 15237 | 
|MHOOD       |  |          | 367 |  |      | 1#WHTE MRSH   |      | BALTIMORE      |       | MD |      | General Growth        |                | 8200 PERRY HALL BLVD          |      | BALTIMORE      |       | MD |     |  | 21236 | 
|MHOOD       |  |          | 368 |  |      | im BARTON CRK |      | AUSTIN         |       | TX |      | Simon                 |                | 2901 CAPITOL OF TEXAS HIGHWAY |      | AUSTIN         |       | TX |     |  | 78746 | 
|MHOOD       |  |          | 369 |  |      | 1#LYNHVN      |      | VIRGINIA BEACH |       | VA |      | General Growth        |                | 701 LYNN HAVEN PKWY           |      | VIRGINIA BEACH |       | VA |     |  | 23453 | 
|MHOOD       |  |          | 370 |  |      | DEERBROOK     |      | HUMBLE         |       | TX |      | General Growth        |                | 20131 HIGHWAY 59              |      | HUMBLE         |       | TX |     |  | 77338 | 
|MHOOD       |  |          | 371 |  |      | 1#WILLOWBRK   |      | HOUSTON        |       | TX |      | General Growth        |                | 7925 FM 1960 WEST             |      | HOUSTON        |       | TX |     |  | 77070 | 
|MHOOD       |  |          | 372 |  |      | TOWNE WEST    |      | WICHITA        |       | KS |      | Simon                 |                | TOWNE WEST SQ.                |      | WICHITA        |       | KS |     |  | 67209 | 
|MHOOD       |  |          | 373 |  |      | 1#PLAZABONITA |      | NATIONAL CITY  |       | CA |      | Westfield             |                | 3030 PLAZA BONITA RD.#106     |      | NATIONAL CITY  |       | CA |     |  | 91950 | 
|MHOOD       |  |          | 374 |  |      | NRTHOWNE      |      | SPOKANE        |       | WA |      | General Growth        |                | 4750 DIVISON ST               |      | SPOKANE        |       | WA |     |  | 99207 | 
|MHOOD       |  |          | 376 |  |      | HAWTHORN      |      | VERNON HILLS   |       | IL |      | Westfield             |                | 329 HAWTHORN CIRCLE           |      | VERNON HILLS   |       | IL |     |  | 60061 | 
|MHOOD       |  |          | 377 |  |      | 1#PARK CITY   |      | LANCASTER      |       | PA |      | General Growth        |                | 814 PARK CITY CENTER          |      | LANCASTER      |       | PA |     |  | 17601 | 
|MHOOD       |  |          | 378 |  |      | 1#CITADEL     |      | CHARLESTON     |       | SC |      | CBL                   |                | 600 THE CITADEL MALL          |      | CHARLESTON     |       | SC |     |  | 29407 | 
|MHOOD       |  |          | 379 |  |      | 1#TUCSON      |      | TUCSON         |       | AZ |      | General Growth        |                | 4500 N. ORACLE ROAD           |      | TUCSON         |       | AZ |     |  | 85705 | 
|MHOOD       |  |          | 386 |  |      | 1#OXMOOR CTR  |      | LOUISVILLE     |       | KY |      | David Hocker          |                | 7900 SHELBYVILLE ROAD         |      | LOUISVILLE     |       | KY |     |  | 40222 | 
|MHOOD       |  |          | 390 |  |      | 1#PEARLRDGE   |      | AIEA           |       | HI |      | Watercress Associates |                | 98-1005 MANALUA ROAD          |      | AIEA           |       | HI |     |  | 96701 | 
|MHOOD       |  |          | 391 |  |      | 1#GALLERIA    |      | HOUSTON        |       | TX |      | Simon                 |                | 5085 WESTHEIMER               |      | HOUSTON        |       | TX |     |  | 77056 | 
|MHOOD       |  |          | 393 |  |      | RIVERSIDE     |      | RIVERSIDE      |       | CA |      | General Growth        |                | 2025 GALLERIA AT TYLER        |      | RIVERSIDE      |       | CA |     |  | 92503 | 
|MHOOD       |  |          | 394 |  |      | WESTMINSTR    |      | WESTMINSTER    |       | CA |      | Simon                 |                | 1024 WESTMINSTER MALL         |      | WESTMINSTER    |       | CA |     |  | 92683 | 
|MHOOD       |  |          | 396 |  |      | PEMBROKE      |      | PEMBROKE PINES |       | FL |      | General Growth        |                | 11401 PINES BLVD #722         |      | PEMBROKE PINES |       | FL |     |  | 33026 | 
|MHOOD       |  |          | 398 |  |      | MENLO PARK    |      | EDISON         |       | NJ |      | Simon                 |                | 343 MENLO PARK MALL           |      | EDISON         |       | NJ |     |  | 08837 | 
|MHOOD       |  |          | 399 |  |      | VISTA RIDG    |      | LEWISVILLE     |       | TX |      | General Growth        |                | 2401 S STEMMONS FRWY#1426     |      | LEWISVILLE     |       | TX |     |  | 75067 | 
|MHOOD       |  |          | 420 |  |      | 1# AVENTURA   |      | MIAMI          |       | FL |      | Turnberry             |                | 19575 BISCAYNE BLVD           |      | MIAMI          |       | FL |     |  | 33180 | 
|MHOOD       |  |          | 421 |  |      | BYBROOK       |      | FRIENDSWOOD    |       | TX |      | General Growth        |                | 1312 BAYBROOK MALL            |      | FRIENDSWOOD    |       | TX |     |  | 77546 | 
|MHOOD       |  |          | 424 |  |      | 1#ARRWHD      |      | GLENDALE       |       | AZ |      | Macerich              |                | 7700 W. ARROWHEAD CENTER      |      | GLENDALE       |       | AZ |     |  | 85308 | 
|MHOOD       |  |          | 426 |  |      | HIGHLAND      |      | AUSTIN         |       | TX |      | General Growth        |                | 1180 HIGHLAND MALL            |      | AUSTIN         |       | TX |     |  | 78752 | 
|MHOOD       |  |          | 428 |  |      | #GAMMON       |      | MADISON        |       | WI |      | Midwest Expansion     |                | 434 GAMMON PLACE              |      | MADISON        |       | WI |     |  | 53719 | 
|MHOOD       |  |          | 429 |  |      | 1#ORANGE      |      | ORANGE         |       | CA |      | Passco Real Estate    |                | 2217 N ORANGE MALL            |      | ORANGE         |       | CA |     |  | 92665 | 





---

Mothers Work, Inc.

Obligors

Store List



|            |  |          |     |  |      |                   |      |                  |       |    |      |                              |                |                              |      |                  |       |    |     |  |       | 
|----------- |  | -------- | --- |  | ---- | ----------------- | ---- | ---------------- | ----- | -- | ---- | ---------------------------- | -------------- | ---------------------------- | ---- | ---------------- | ----- | -- | --- |  | ----- | 
|Motherswork |  | Landlord |    
|Division    |  | STR#     |     |  | Name |                   | City |                  | State |    | Name |                              | Street Address |                              | City |                  | State |    | Zip | 
|MHOOD       |  |          | 430 |  |      | 1#LIVINGSTON      |      | LIVINGSTON       |       | NJ |      | Simon                        |                | #7 LIVINGSTON MALL           |      | LIVINGSTON       |       | NJ |     |  | 07039 | 
|MHOOD       |  |          | 431 |  |      | 1#COLUMBIA        |      | COLUMBIA         |       | MD |      | General Growth               |                | 2322 COLUMBIA MALL           |      | COLUMBIA         |       | MD |     |  | 21044 | 
|MHOOD       |  |          | 432 |  |      | HANOVER           |      | HANOVER          |       | MA |      | Jones Lang LaSalle           |                | 1775 WASHINGTON STREET       |      | HANOVER          |       | MA |     |  | 02339 | 
|MHOOD       |  |          | 443 |  |      | MEADWOOD          |      | RENO             |       | NV |      | Mills                        |                | 5183 MEADOWWOOD CIRCLE       |      | RENO             |       | NV |     |  | 89502 | 
|MHOOD       |  |          | 451 |  |      | NORTHRIDGE        |      | NORTHRIDGE       |       | CA |      | Macerich                     |                | 9301 TAMPA AVENUE            |      | NORTHRIDGE       |       | CA |     |  | 91324 | 
|MHOOD       |  |          | 454 |  |      | BOYTON BCH        |      | BOYNTON BEACH    |       | FL |      | Simon                        |                | 801 N. CONGRESS AVE ROOM 603 |      | BOYNTON BEACH    |       | FL |     |  | 33426 | 
|MHOOD       |  |          | 455 |  |      | SERRAMONTE        |      | DALY CITY        |       | CA |      | Jones Lang LaSalle           |                | 37 SERRAMONTE CENTER         |      | DALY CITY        |       | CA |     |  | 94015 | 
|MHOOD       |  |          | 458 |  |      | 1#CIT COLRDO      |      | COLORADO SPRINGS |       | CO |      | Midwest Mall Properties      |                | 750 CITADEL DRIVE EAST 2144  |      | COLORADO SPRINGS |       | CO |     |  | 80909 | 
|MHOOD       |  |          | 460 |  |      | SUN VALLEY        |      | CONCORD          |       | CA |      | Taubman                      |                | 274 SUN VALLEY MALL #D133    |      | CONCORD          |       | CA |     |  | 94520 | 
|MHOOD       |  |          | 461 |  |      | 1#MONTEBELO       |      | MONTEBELLO       |       | CA |      | Macerich                     |                | 1856 MONTEBELLO TOWN CENT    |      | MONTEBELLO       |       | CA |     |  | 90640 | 
|MHOOD       |  |          | 462 |  |      | 1#FSHN PL         |      | MURRAY           |       | UT |      | General Growth               |                | 6191 SOUTH STATE             |      | MURRAY           |       | UT |     |  | 84107 | 
|MHOOD       |  |          | 463 |  |      | 1#PHEASNT LN      |      | NASHUA           |       | NH |      | Simon                        |                | 310 DANIEL WEBSTER HWY.      |      | NASHUA           |       | NH |     |  | 03060 | 
|MHOOD       |  |          | 465 |  |      | 1#UNIV MALL       |      | OREM             |       | UT |      | Woodbury Corp                |                | 575 EAST UNIVERSITY PARKWAY  |      | OREM             |       | UT |     |  | 84097 | 
|MHOOD       |  |          | 469 |  |      | #WOODLNDS         |      | WOODLANDS        |       | TX |      | General Growth               |                | 1201 LAKE WOODLANDS DRIVE    |      | WOODLANDS        |       | TX |     |  | 77380 | 
|MHOOD       |  |          | 470 |  |      | 1#MIDRIVERS       |      | ST PETERS        |       | MO |      | Westfield                    |                | MIDRIVERS MALL               |      | ST PETERS        |       | MO |     |  | 63376 | 
|MHOOD       |  |          | 474 |  |      | #METRO CTR        |      | PHOENIX          |       | AZ |      | Macerich                     |                | 9617 N. METRO PARKWAY EAST   |      | PHOENIX          |       | AZ |     |  | 85051 | 
|MHOOD       |  |          | 475 |  |      | im DEL AMO SQ     |      | TORRANCE         |       | CA |      | Mills                        |                | DEL AMO FASHION SQUARE       |      | TORRANCE         |       | CA |     |  | 90503 | 
|MHOOD       |  |          | 476 |  |      | FOUR SEASNS       |      | GREENSBORO       |       | NC |      | General Growth               |                | FOUR SEASONS                 |      | GREENSBORO       |       | NC |     |  | 27407 | 
|MHOOD       |  |          | 477 |  |      | 1#ALTAMONTE       |      | ALTAMONT SPRINGS |       | FL |      | General Growth               |                | 451 ALTAMONTE AVENUE         |      | ALTAMONT SPRINGS |       | FL |     |  | 32701 | 
|MHOOD       |  |          | 479 |  |      | #ROCKINGHAM       |      | SALEM            |       | NH |      | Simon                        |                | 99 ROCKINGHAM PARK           |      | SALEM            |       | NH |     |  | 03079 | 
|MHOOD       |  |          | 480 |  |      | ST ANITA          |      | ARCADIA          |       | CA |      | Westfield                    |                | 603 SANTA ANITA FASHION PARK |      | ARCADIA          |       | CA |     |  | 91006 | 
|MHOOD       |  |          | 481 |  |      | UNIVERSITY        |      | TAMPA            |       | FL |      | Glimcher                     |                | 2238 UNIVERSITY MALL         |      | TAMPA            |       | FL |     |  | 33612 | 
|MHOOD       |  |          | 482 |  |      | RIDGEDALE         |      | MINNETONKA       |       | MN |      | General Growth               |                | 12327 WAYZATA BLVD           |      | MINNETONKA       |       | MN |     |  | 55305 | 
|MHOOD       |  |          | 483 |  |      | CIELO VSTA        |      | EL PASO          |       | TX |      | Simon                        |                | CIELO VISTA MALL             |      | EL PASO          |       | TX |     |  | 79925 | 
|MHOOD       |  |          | 484 |  |      | 1#WASH SQ         |      | PORTLAND         |       | OR |      | Macerich                     |                | 9493 SW WASHINGTON SQUARE RD |      | PORTLAND         |       | OR |     |  | 97223 | 
|MHOOD       |  |          | 485 |  |      | PLAZA AT W COVINA |      | WEST COVINA      |       | CA |      | Westfield                    |                | 1010 PLAZA DRIVE             |      | WEST COVINA      |       | CA |     |  | 91790 | 
|MHOOD       |  |          | 486 |  |      | SANTA ROSA        |      | SANTA ROSA       |       | CA |      | Simon                        |                | 1036 SANTA ROSA PLAZA        |      | SANTA ROSA       |       | CA |     |  | 95401 | 
|MHOOD       |  |          | 487 |  |      | HILLTOP           |      | RICHMOND         |       | CA |      | Mills                        |                | 1312 HILLTOP MALL ROAD       |      | RICHMOND         |       | CA |     |  | 94806 | 
|MHOOD       |  |          | 488 |  |      | 1#QUAKER BDG      |      | LAWRENCEVILLE    |       | NJ |      | Simon                        |                | 150 QUAKER BRIDGE MALL       |      | LAWRENCEVILLE    |       | NJ |     |  | 08648 | 
|MHOOD       |  |          | 490 |  |      | # COLUMBIA        |      | COLUMBIA         |       | SC |      | CBL                          |                | 7201/AL-154 TWO NOTCH RD     |      | COLUMBIA         |       | SC |     |  | 29223 | 
|MHOOD       |  |          | 491 |  |      | MONTGOMERY        |      | BETHESDA         |       | MD |      | Westfield                    |                | 7101 DEMOCRACY BLVD 255      |      | BETHESDA         |       | MD |     |  | 20817 | 
|MHOOD       |  |          | 492 |  |      | TYSONS CRN        |      | MCLEAN           |       | VA |      | Macerich                     |                | 1961 CHAIN BRIDGE ROAD       |      | MCLEAN           |       | VA |     |  | 22102 | 
|MHOOD       |  |          | 495 |  |      | #WHEATON          |      | WHEATON          |       | MD |      | Westfield                    |                | 11160 VEIRS ROAD             |      | WHEATON          |       | MD |     |  | 20902 | 
|MHOOD       |  |          | 497 |  |      | NORTHLAKE         |      | ATLANTA          |       | GA |      | Simon                        |                | 1312 NORTHLAKE MALL          |      | ATLANTA          |       | GA |     |  | 30345 | 
|MHOOD       |  |          | 498 |  |      | NEWPORT CR        |      | JERSEY CITY      |       | NJ |      | Simon                        |                | 30-264 MALL DRIVE            |      | JERSEY CITY      |       | NJ |     |  | 07310 | 
|MHOOD       |  |          | 499 |  |      | CRABTREE          |      | RALEIGH          |       | NC |      | Plaza Asoc.                  |                | 4325 GLENWOOD AVENUE         |      | RALEIGH          |       | NC |     |  | 27612 | 
|MHOOD       |  |          | 500 |  |      | 1#SPRINGFLD       |      | SPRINGFIELD      |       | VA |      | Vornado                      |                | 6665 SPRINGFIELD MALL        |      | SPRINGFIELD      |       | VA |     |  | 22150 | 
|MHOOD       |  |          | 501 |  |      | 1#OAKRDGE         |      | SAN JOSE         |       | CA |      | Westfield                    |                | 925 BLOSSOM HILL ROAD        |      | SAN JOSE         |       | CA |     |  | 95123 | 
|MHOOD       |  |          | 502 |  |      | FAIRLANE          |      | DEARBORN         |       | MI |      | Taubman                      |                | FAIRLANE TOWN CENTER J313    |      | DEARBORN         |       | MI |     |  | 48126 | 
|MHOOD       |  |          | 503 |  |      | CHERRY CRK        |      | DENVER           |       | CO |      | Taubman                      |                | 3000 EAST 1ST AVENUE         |      | DENVER           |       | CO |     |  | 80206 | 
|MHOOD       |  |          | 506 |  |      | #1 BOISE TWN      |      | BOISE            |       | ID |      | General Growth               |                | 350 N. MILWALUKEE            |      | BOISE            |       | ID |     |  | 83704 | 
|MHOOD       |  |          | 508 |  |      | 1#TWELVE OAK      |      | NOVI             |       | MI |      | Taubman                      |                | 27378 NOVI ROAD              |      | NOVI             |       | MI |     |  | 48377 | 
|MHOOD       |  |          | 509 |  |      | UTC               |      | SAN DIEGO        |       | CA |      | Westfield                    |                | 4485 LAJOLLA VILLAGE         |      | SAN DIEGO        |       | CA |     |  | 92122 | 
|MHOOD       |  |          | 510 |  |      | 1#JANSS           |      | THOUSAND OAKS    |       | CA |      | Thousand Oaks Marketplace LP |                | 173 NORTH MOORPARK RD        |      | THOUSAND OAKS    |       | CA |     |  | 91360 | 
|MHOOD       |  |          | 511 |  |      | 1#OWINGS MIL      |      | OWINGS MILLS     |       | MD |      | General Growth               |                | 10300 MILL RUN               |      | OWINGS MILLS     |       | MD |     |  | 21117 | 
|MHOOD       |  |          | 512 |  |      | 1#LOUIS JOLI      |      | JOLIET           |       | IL |      | Westfield                    |                | 1488 LOUIS JOLIET MALL       |      | JOLIET           |       | IL |     |  | 60435 | 
|MHOOD       |  |          | 513 |  |      | LAKEFOREST        |      | GAITHERSBURG     |       | MD |      | Mills                        |                | 701 RUSSEL AVENUE            |      | GAITHERSBURG     |       | MD |     |  | 20877 | 
|MHOOD       |  |          | 514 |  |      | 1#SCOTSDLE        |      | SCOTTSDALE       |       | AZ |      | Macerich                     |                | 7014-2029 E CAMELBACK RD     |      | SCOTTSDALE       |       | AZ |     |  | 85251 | 
|MHOOD       |  |          | 515 |  |      | MARLEY STN        |      | GLEN BURNIE      |       | MD |      | Mills                        |                | 7880 SO. RITCHIE HIGHWAY     |      | GLEN BURNIE      |       | MD |     |  | 21061 | 







---

Mothers Work, Inc.

Obligors

Store List



|            |  |          |     |  |      |              |      |                  |       |    |      |                         |                |                           |      |                  |       |    |     |  |       | 
|----------- |  | -------- | --- |  | ---- | ------------ | ---- | ---------------- | ----- | -- | ---- | ----------------------- | -------------- | ------------------------- | ---- | ---------------- | ----- | -- | --- |  | ----- | 
|Motherswork |  | Landlord |    
|Division    |  | STR#     |     |  | Name |              | City |                  | State |    | Name |                         | Street Address |                           | City |                  | State |    | Zip | 
|MHOOD       |  |          | 516 |  |      | PARADISE     |      | PHOENIX          |       | AZ |      | Macerich                |                | 4550-420 E. CACTUS ROAD   |      | PHOENIX          |       | AZ |     |  | 85032 | 
|MHOOD       |  |          | 517 |  |      | CAPITOLA     |      | CAPITOLA         |       | CA |      | Macerich                |                | 1855 41ST AVE #487        |      | CAPITOLA         |       | CA |     |  | 95010 | 
|MHOOD       |  |          | 521 |  |      | SUNSET       |      | HENDERSON        |       | NV |      | Forest City             |                | 1300 WEST SUNSET BLVD.    |      | HENDERSON        |       | NV |     |  | 89015 | 
|MHOOD       |  |          | 522 |  |      | MH-K.O.P.    |      | KING OF PRUSSIA  |       | PA |      | Simon                   |                | 160 N. GULPH RD           |      | KING OF PRUSSIA  |       | PA |     |  | 19406 | 
|MHOOD       |  |          | 523 |  |      | GALLERY      |      | PHILADELPHIA     |       | PA |      | PREIT                   |                | 10TH & MARKET ST.         |      | PHILADELPHIA     |       | PA |     |  | 19107 | 
|MHOOD       |  |          | 526 |  |      | #OAKVIEW     |      | OMAHA            |       | NE |      | General Growth          |                | 3001 S. 144TH STREET      |      | OMAHA            |       | NE |     |  | 68144 | 
|MHOOD       |  |          | 527 |  |      | 1#STN ILAND  |      | STATEN ISLAND    |       | NY |      | General Growth          |                | 2655 RICKMOND AVEENUE     |      | STATEN ISLAND    |       | NY |     |  | 10314 | 
|MHOOD       |  |          | 528 |  |      | 1#WESTSIDE   |      | LOS ANGELES      |       | CA |      | Macerich                |                | 10800 WEST PICO BLVD.     |      | LOS ANGELES      |       | CA |     |  | 90064 | 
|MHOOD       |  |          | 529 |  |      | AUGUSTA      |      | AUGUSTA          |       | GA |      | General Growth          |                | 3450 WRIGHTSBORO RD       |      | AUGUSTA          |       | GA |     |  | 30909 | 
|MHOOD       |  |          | 530 |  |      | CRYSTAL      |      | WATERFORD        |       | CT |      | Simon                   |                | 850 HARTFORD TNPK         |      | WATERFORD        |       | CT |     |  | 06385 | 
|MHOOD       |  |          | 531 |  |      | EMERALD      |      | NORTH ATTLEBORO  |       | MA |      | Simon                   |                | 999 S. WASHINGTON ST      |      | NORTH ATTLEBORO  |       | MA |     |  | 02760 | 
|MHOOD       |  |          | 532 |  |      | 1#MAINE      |      | SOUTH PORTLAND   |       | ME |      | General Growth          |                | 364 MAINE MALL ROAD       |      | SOUTH PORTLAND   |       | ME |     |  | 04106 | 
|MHOOD       |  |          | 536 |  |      | 1#ARDN FAIR  |      | SACRAMENTO       |       | CA |      | Macerich                |                | 1689 ARDEN WAY            |      | SACRAMENTO       |       | CA |     |  | 95815 | 
|MHOOD       |  |          | 537 |  |      | MALL OF AM   |      | BLOOMINGTON      |       | MN |      | 555                     |                | 228 SOUTH BLVD            |      | BLOOMINGTON      |       | MN |     |  | 55425 | 
|MHOOD       |  |          | 539 |  |      | SEMINOLE     |      | SANFORD          |       | FL |      | Simon                   |                | 283 TOWN CENTER CIRCLE    |      | SANFORD          |       | FL |     |  | 32771 | 
|MHOOD       |  |          | 542 |  |      | ORANGE PARK  |      | ORANGE PARK      |       | FL |      | Simon                   |                | 1910 WELLS ROAD           |      | ORANGE PARK      |       | FL |     |  | 32073 | 
|MHOOD       |  |          | 543 |  |      | KINGS PLAZA  |      | BROOKLYN         |       | NY |      | Vornado                 |                | 5377 KINGS PLAZA          |      | BROOKLYN         |       | NY |     |  | 11234 | 
|MHOOD       |  |          | 545 |  |      | VALENCIA     |      | VALENCIA         |       | CA |      | Urban                   |                | 24201 W VALENCIA BLVD     |      | VALENCIA         |       | CA |     |  | 91355 | 
|MHOOD       |  |          | 546 |  |      | 1#TWN EAST   |      | MESQUITE         |       | TX |      | General Growth          |                | 2204 TOWN EAST MALL       |      | MESQUITE         |       | TX |     |  | 75150 | 
|MHOOD       |  |          | 547 |  |      | MONTCLAIR    |      | MONTCLAIR        |       | CA |      | General Growth          |                | 5022 MONTCLAIR PLAZA LANE |      | MONTCLAIR        |       | CA |     |  | 91763 | 
|MHOOD       |  |          | 548 |  |      | 1#TRI COUNTY |      | CINCINNATI       |       | OH |      | Thor Equities           |                | 11700 PRINCETON PIKE      |      | CINCINNATI       |       | OH |     |  | 45246 | 
|MHOOD       |  |          | 549 |  |      | 1# PARKS     |      | ARLINGTON        |       | TX |      | General Growth          |                | 3811 S COOPER ST          |      | ARLINGTON        |       | TX |     |  | 76015 | 
|MHOOD       |  |          | 550 |  |      | im CHERRY SS |      | CHERRY HILL      |       | NJ |      | PREIT                   |                | 956 CHERRY HILL MALL      |      | CHERRY HILL      |       | NJ |     |  | 08002 | 
|MHOOD       |  |          | 551 |  |      | 1#CUMBERLND  |      | ATLANTA          |       | GA |      | General Growth          |                | 1405 CUMBERLAND MALL      |      | ATLANTA          |       | GA |     |  | 30339 | 
|MHOOD       |  |          | 554 |  |      | 1#WOODLAND   |      | TULSA            |       | OK |      | Simon                   |                | 7021 S. MEMORIAL DRIVE    |      | TULSA            |       | OK |     |  | 74133 | 
|MHOOD       |  |          | 555 |  |      | #SUGAR LND   |      | SUGAR LAND       |       | TX |      | Hines                   |                | 16205 CITY WALK           |      | SUGAR LAND       |       | TX |     |  | 77479 | 
|MHOOD       |  |          | 556 |  |      | #MONMOUTH    |      | EATONTOWN        |       | NJ |      | Urban                   |                | RTE. 35 & WYCOFF RD.      |      | EATONTOWN        |       | NJ |     |  | 07724 | 
|MHOOD       |  |          | 557 |  |      | 1#WOLFCHS    |      | MEMPHIS          |       | TN |      | Simon                   |                | 2760 N. GERMANTOWN PKWY   |      | MEMPHIS          |       | TN |     |  | 38133 | 
|MHOOD       |  |          | 558 |  |      | HICKORY      |      | ANITIOCH         |       | TN |      | CBL                     |                | 5252 HICKORY HOLLOW PKWY  |      | ANITIOCH         |       | TN |     |  | 37013 | 
|MHOOD       |  |          | 560 |  |      | 1#LLOYDS     |      | PORTLAND         |       | OR |      | Glimcher                |                | 2201 LLOYD CENTER         |      | PORTLAND         |       | OR |     |  | 97232 | 
|MHOOD       |  |          | 561 |  |      | NORTHGATE    |      | DURHAM           |       | NC |      | Northgate Associates LP |                | 1058 WEST CLUB BLVD       |      | DURHAM           |       | NC |     |  | 27701 | 
|MHOOD       |  |          | 563 |  |      | 1#CORONADO   |      | ALBUQUERQUE      |       | NM |      | General Growth          |                | 6600 MENAUL BLVD., NE     |      | ALBUQUERQUE      |       | NM |     |  | 87110 | 
|MHOOD       |  |          | 564 |  |      | CHESTERFLD   |      | RICHMOND         |       | VA |      | Macerich                |                | 11500 MIDLOTHIAN TURNPIKE |      | RICHMOND         |       | VA |     |  | 23235 | 
|MHOOD       |  |          | 566 |  |      | SUPERSTITN   |      | MESA             |       | AZ |      | Macerich                |                | 6555 E. SOUTHERN AVENUE   |      | MESA             |       | AZ |     |  | 85206 | 
|MHOOD       |  |          | 568 |  |      | SPRNGFLD     |      | SPRINGFIELD      |       | PA |      | Simon                   |                | 1250 BLTIMORE PIKE        |      | SPRINGFIELD      |       | PA |     |  | 19064 | 
|MHOOD       |  |          | 570 |  |      | ST. CLAIR    |      | FAIRVIEW HEIGHTS |       | IL |      | CBL                     |                | 154 ST. CLAIR SQUARE      |      | FAIRVIEW HEIGHTS |       | IL |     |  | 62208 | 
|MHOOD       |  |          | 573 |  |      | WESTWN       |      | KNOXVILLE        |       | TN |      | Simon                   |                | 7600 KINGSTON PIKE        |      | KNOXVILLE        |       | TN |     |  | 37919 | 
|MHOOD       |  |          | 574 |  |      | BROWARD      |      | PLANTATION       |       | FL |      | Mills                   |                | 8000 W. BROWARD BLVD.     |      | PLANTATION       |       | FL |     |  | 33388 | 
|MHOOD       |  |          | 575 |  |      | GREENWD      |      | GREENWOOD        |       | IN |      | Simon                   |                | 1251 U.S. 31 NORTH        |      | GREENWOOD        |       | IN |     |  | 46142 | 
|MHOOD       |  |          | 577 |  |      | FOX RIVER    |      | APPLETON         |       | WI |      | General Growth          |                | 4301 W. WISCONSIN AVE.    |      | APPLETON         |       | WI |     |  | 54915 | 
|MHOOD       |  |          | 578 |  |      | WESTGATE     |      | SPARTANBURG      |       | SC |      | CBL                     |                | 205 W BLACKSTOCK RD       |      | SPARTANBURG      |       | SC |     |  | 29301 | 
|MHOOD       |  |          | 579 |  |      | ST CHRLES    |      | WALDORF          |       | MD |      | Simon                   |                | 11110 MALL CIRCLE         |      | WALDORF          |       | MD |     |  | 20603 | 
|MHOOD       |  |          | 593 |  |      | 1#CAROUSEL   |      | SYRACUSE         |       | NY |      | Pyramid                 |                | 9597 CAROUSEL CENTER      |      | SYRACUSE         |       | NY |     |  | 13290 | 
|MHOOD       |  |          | 595 |  |      | 1#STRIDGE    |      | PLEASANTON       |       | CA |      | Mills                   |                | 2121 STONERIDGE MALL      |      | PLEASANTON       |       | CA |     |  | 94588 | 
|MHOOD       |  |          | 597 |  |      | ESTVIEW      |      | VICTOR           |       | NY |      | Macerich                |                | 708 EASTVIEW MALL         |      | VICTOR           |       | NY |     |  | 14564 | 
|MHOOD       |  |          | 598 |  |      | WILLOW GR SS |      | WILLOW GROVE     |       | PA |      | PREIT                   |                | 2500 MORELAND AVE.        |      | WILLOW GROVE     |       | PA |     |  | 19090 | 
|MHOOD       |  |          | 732 |  |      | AUBURN       |      | AUBURN           |       | MA |      | Simon                   |                | 385 SOUTHBRIDGE STREET    |      | AUBURN           |       | MA |     |  | 01501 | 
|MHOOD       |  |          | 733 |  |      | RUSHMORE     |      | RAPID CITY       |       | SD |      | Macerich                |                | 220 NORTH MAPLE,          |      | RAPID CITY       |       | SD |     |  | 57701 | 
|MHOOD       |  |          | 734 |  |      | INDEPENDENCE |      | WILMINGTON       |       | NC |      | Westfield               |                | 3500 OLEANDER DRIVE       |      | WILMINGTON       |       | NC |     |  | 28403 | 





---

Mothers Work, Inc.

Obligors

Store List



|            |  |          |      |  |      |              |      |                  |       |    |      |                         |                |                              |      |                  |       |    |     |  |       | 
|----------- |  | -------- | ---- |  | ---- | ------------ | ---- | ---------------- | ----- | -- | ---- | ----------------------- | -------------- | ---------------------------- | ---- | ---------------- | ----- | -- | --- |  | ----- | 
|Motherswork |  | Landlord |     
|Division    |  | STR#     |      |  | Name |              | City |                  | State |    | Name |                         | Street Address |                              | City |                  | State |    | Zip | 
|MHOOD       |  |          | 748  |  |      | CHRLSTON     |      | CHARLESTON       |       | WV |      | Forest City             |                | 3000 Charleston Town Center  |      | CHARLESTON       |       | WV |     |  | 25389 | 
|MHOOD       |  |          | 764  |  |      | GREENBR      |      | CHESAPEAKE       |       | VA |      | CBL                     |                | 1401 GREENBRIAR PKWY         |      | CHESAPEAKE       |       | VA |     |  | 23320 | 
|MHOOD       |  |          | 765  |  |      | WHITE OAK    |      | SPRINGFIELD      |       | IL |      | Simon                   |                | 2501 WEST WABASH AVENUE      |      | SPRINGFIELD      |       | IL |     |  | 62704 | 
|MHOOD       |  |          | 766  |  |      | COLNAL PK    |      | HARRISBURG       |       | PA |      | Glimcher                |                | RTE. #22 AND COLONIAL ROAD   |      | HARRISBURG       |       | PA |     |  | 17109 | 
|MHOOD       |  |          | 767  |  |      | PROVO        |      | PROVO            |       | UT |      | General Growth          |                | 1200S. TOWNE CENTER          |      | PROVO            |       | UT |     |  | 84601 | 
|MHOOD       |  |          | 787  |  |      | FOX RUN      |      | NEWINGTON        |       | NH |      | Jones Lang LaSalle      |                | FOX RUN ROAD                 |      | NEWINGTON        |       | NH |     |  | 03801 | 
|MHOOD       |  |          | 850  |  |      | 1#BURLINGTON |      | BURLINGTON       |       | MA |      | Simon                   |                | MIDDLESEX RD. & RT. 128      |      | BURLINGTON       |       | MA |     |  | 01803 | 
|MHOOD       |  |          | 853  |  |      | 1#CMBRDGSD   |      | CAMBRIDGE        |       | MA |      | N.E. Development        |                | 100 CAMBRIDGESIDE PLACE      |      | CAMBRIDGE        |       | MA |     |  | 02141 | 
|MHOOD       |  |          | 854  |  |      | OAKBROOK     |      | OAKBROOK         |       | IL |      | General Growth          |                | 521 OAKBROOK CENTER          |      | OAKBROOK         |       | IL |     |  | 60521 | 
|MHOOD       |  |          | 856  |  |      | WEST SHORE   |      | TAMPA            |       | FL |      | Glimcher                |                | 327 WEST SHORE PLAZA         |      | TAMPA            |       | FL |     |  | 33609 | 
|MHOOD       |  |          | 857  |  |      | NORTHPNT     |      | ALPHARETTA       |       | GA |      | Cousins                 |                | 6270 NORTH POINTE PKWY.      |      | ALPHARETTA       |       | GA |     |  | 30022 | 
|MHOOD       |  |          | 858  |  |      | FAIRFIELD    |      | BEAVER CREEK     |       | OH |      | Glimcher                |                | 2727 FAIRFIELD COMMONS       |      | BEAVER CREEK     |       | OH |     |  | 45431 | 
|MHOOD       |  |          | 859  |  |      | 1#SOUTHDALE  |      | EDINA            |       | MN |      | Mills                   |                | 2510 SOUTHDALE CENTER        |      | EDINA            |       | MN |     |  | 55435 | 
|MHOOD       |  |          | 860  |  |      | HILLSDALE    |      | SAN MATEO        |       | CA |      | Bohannon Development    |                | 233 HILLSDALE CENTER         |      | SAN MATEO        |       | CA |     |  | 94403 | 
|MHOOD       |  |          | 865  |  |      | SHRT HILLS   |      | SHORT HILLS      |       | NJ |      | Taubman                 |                | RT. 24 & JFK PKWY.           |      | SHORT HILLS      |       | NJ |     |  | 07078 | 
|MHOOD       |  |          | 969  |  |      | CARY         |      | CARY             |       | NC |      | CBL                     |                | 1105 WALNUT ST               |      | CARY             |       | NC |     |  | 27511 | 
|MHOOD       |  |          | 976  |  |      | 1#SLVER CTY  |      | TAUNTON          |       | MA |      | General Growth          |                | 2 GALLERIA MALL DRIVE        |      | TAUNTON          |       | MA |     |  | 02780 | 
|MHOOD       |  |          | 977  |  |      | COOL SPRNGS  |      | FRANKLIN         |       | TN |      | CBL                     |                | 1800 GALLERIA BLVD           |      | FRANKLIN         |       | TN |     |  | 37067 | 
|MHOOD       |  |          | 978  |  |      | OGLETHRP     |      | SAVANNAH         |       | GA |      | General Growth          |                | 7804 ABERCORN EXTENSION      |      | SAVANNAH         |       | GA |     |  | 31406 | 
|MHOOD       |  |          | 979  |  |      | MERIDEN      |      | MERIDEN          |       | CT |      | Westfield               |                | 470 LEWIS AVENUE             |      | MERIDEN          |       | CT |     |  | 06451 | 
|MHOOD       |  |          | 980  |  |      | ANTELOPE     |      | PALMDALE         |       | CA |      | Forest City             |                | 1233 WEST AVENUE P           |      | PALMDALE         |       | CA |     |  | 93551 | 
|MHOOD       |  |          | 981  |  |      | MLL OF LA    |      | BATON ROUGE      |       | LA |      | General Growth          |                | 6401 BLUEBONNET BLVD         |      | BATON ROUGE      |       | LA |     |  | 70809 | 
|MHOOD       |  |          | 982  |  |      | NW ARKNS     |      | FAYETTEVILLE     |       | AR |      | Midwest Mall Properties |                | 4201 NORTH SHILOH BLVD       |      | FAYETTEVILLE     |       | AR |     |  | 72703 | 
|MHOOD       |  |          | 983  |  |      | BATTLEFLD    |      | SPRINGFIELD      |       | MO |      | Simon                   |                | 2825 S. GLENSTONE            |      | SPRINGFIELD      |       | MO |     |  | 65804 | 
|MHOOD       |  |          | 984  |  |      | VANCOUVER    |      | VANCOUVER        |       | WA |      | Westfield               |                | 8700 NE VANCOUVER MALL DR.   |      | VANCOUVER        |       | WA |     |  | 98662 | 
|MHOOD       |  |          | 985  |  |      | 1#PIERRE BOS |      | BOSSIER CITY     |       | LA |      | General Growth          |                | 2950 EAST TEXAS STREET       |      | BOSSIER CITY     |       | LA |     |  | 71111 | 
|MHOOD       |  |          | 988  |  |      | GRNIT RUN    |      | MEDIA            |       | PA |      | Simon                   |                | 1067 W. BALTIMORE PIKE       |      | MEDIA            |       | PA |     |  | 19063 | 
|MHOOD       |  |          | 989  |  |      | PADRES SPL   |      | CORPUS CHRISTI   |       | TX |      | Padre Staples Mall      |                | 5488 PADRE STAPLES           |      | CORPUS CHRISTI   |       | TX |     |  | 78411 | 
|MHOOD       |  |          | 1300 |  |      | TEMECULA     |      | TEMECULA         |       | CA |      | Forest City             |                | 40820 WINCHESTER RD          |      | TEMECULA         |       | CA |     |  | 92591 | 
|MHOOD       |  |          | 1302 |  |      | PANAMA       |      | PANAMA CITY      |       | FL |      | CBL                     |                | 2192 MARTIN LUTHER KING BLVD |      | PANAMA CITY      |       | FL |     |  | 32405 | 
|MHOOD       |  |          | 1303 |  |      | LOGAN VLY    |      | ALTOONA          |       | PA |      | PREIT                   |                | RTE. 220 & GOODS LA          |      | ALTOONA          |       | PA |     |  | 16601 | 
|MHOOD       |  |          | 1306 |  |      | TURTLE CRK   |      | HATTIESBURG      |       | MS |      | CBL                     |                | 1000 TURTLE CREEK DRIVE      |      | HATTIESBURG      |       | MS |     |  | 39402 | 
|MHOOD       |  |          | 1308 |  |      | MERIDIAN     |      | OKEMOS           |       | MI |      | CBL                     |                | 1982 E. GRAND RIVER AVE.     |      | OKEMOS           |       | MI |     |  | 48864 | 
|MHOOD       |  |          | 1312 |  |      | BRASS MILL   |      | WATERBURY        |       | CT |      | General Growth          |                | 495 UNION STREET             |      | WATERBURY        |       | CT |     |  | 06706 | 
|MHOOD       |  |          | 1313 |  |      | #CHAPEL HILL |      | COLORADO SPRINGS |       | CO |      | General Growth          |                | 1710 BRIARGATE BLVD          |      | COLORADO SPRINGS |       | CO |     |  | 80920 | 
|MHOOD       |  |          | 1314 |  |      | WESTMNSTER   |      | WESTMINSTER      |       | CO |      | Dreiseszun & Morgan     |                | 5433 W. 88TH AVENUE          |      | WESTMINSTER      |       | CO |     |  | 80030 | 
|MHOOD       |  |          | 1316 |  |      | WESTGATE     |      | AMARILLO         |       | TX |      | Jones Lang LaSalle      |                | 7701 W. I-40                 |      | AMARILLO         |       | TX |     |  | 79160 | 
|MHOOD       |  |          | 1317 |  |      | DULLES       |      | DULLES           |       | VA |      | General Growth          |                | 21100 DULLES TOWN CENTER     |      | DULLES           |       | VA |     |  | 20166 | 
|MHOOD       |  |          | 1318 |  |      | GOLF MILL    |      | NILES            |       | IL |      | General Growth          |                | 252 GOLF MILL SHOPPING CTR   |      | NILES            |       | IL |     |  | 60714 | 
|MHOOD       |  |          | 1319 |  |      | MACARTHUR    |      | NORFOLK          |       | VA |      | Taubman                 |                | 300 MONTICELLO AVE.          |      | NORFOLK          |       | VA |     |  | 23510 | 
|MHOOD       |  |          | 1320 |  |      | ESPLANADE    |      | KENNER           |       | LA |      | General Growth          |                | 1401 W. ESPLANADE AVE.       |      | KENNER           |       | LA |     |  | 70065 | 
|MHOOD       |  |          | 1321 |  |      | PLAZA SOL    |      | BAYAMON          |       | PR |      | Developers Diversified  |                | 600 WEST MAIN AVENUE         |      | BAYAMON          |       | PR |     |  | 00961 | 
|MHOOD       |  |          | 1324 |  |      | WEBERSTON    |      | STOCKTON         |       | CA |      | Glimcher                |                | 4950 PACIFIC MALL            |      | STOCKTON         |       | CA |     |  | 95207 | 
|MHOOD       |  |          | 1325 |  |      | FRONTIER     |      | CHEYENNE         |       | WY |      | CBL                     |                | 1400 DEL RANGE BLVD          |      | CHEYENNE         |       | WY |     |  | 82009 | 
|MHOOD       |  |          | 1326 |  |      | KIRKWD       |      | BISMARCK         |       | ND |      | Urban                   |                | 705 KIRKWOOD MALL            |      | BISMARCK         |       | ND |     |  | 58504 | 
|MHOOD       |  |          | 1327 |  |      | PARMATWN     |      | PARMA            |       | OH |      | Forest City             |                | 8031 W. RIDGEWOOD DR         |      | PARMA            |       | OH |     |  | 44129 | 
|MHOOD       |  |          | 1331 |  |      | TULSA PROM   |      | TULSA            |       | OK |      | Glimcher                |                | 4107 YALE AVENUE SOUTH       |      | TULSA            |       | OK |     |  | 74135 | 
|MHOOD       |  |          | 1336 |  |      | LAYTON       |      | LAYTON           |       | UT |      | CBL                     |                | 2043 LAYTON HILLS MALL       |      | LAYTON           |       | UT |     |  | 84041 | 
|MHOOD       |  |          | 1337 |  |      | NESHMNY      |      | BENSALEM         |       | PA |      | General Growth          |                | 718 NESHAMINY MALL           |      | BENSALEM         |       | PA |     |  | 19020 | 





---

Mothers Work, Inc.

Obligors

Store List



|            |  |          |      |  |      |                 |      |                  |       |    |      |                               |                |                             |      |                  |       |    |     |  |       | 
|----------- |  | -------- | ---- |  | ---- | --------------- | ---- | ---------------- | ----- | -- | ---- | ----------------------------- | -------------- | --------------------------- | ---- | ---------------- | ----- | -- | --- |  | ----- | 
|Motherswork |  | Landlord |     
|Division    |  | STR#     |      |  | Name |                 | City |                  | State |    | Name |                               | Street Address |                             | City |                  | State |    | Zip | 
|MHOOD       |  |          | 1339 |  |      | ANCHRGE         |      | ANCHORAGE        |       | AK |      | Simon                         |                | 320 WEST 5TH AVENUE         |      | ANCHORAGE        |       | AK |     |  | 99501 | 
|MHOOD       |  |          | 1340 |  |      | RIVERCHS        |      | BIRMINGHAM       |       | AL |      | General Growth                |                | 2000-297 RIVERCHASE GALLE   |      | BIRMINGHAM       |       | AL |     |  | 35244 | 
|MHOOD       |  |          | 1341 |  |      | MAIN PLC        |      | SANTA ANA        |       | CA |      | Macerich                      |                | 2800 N. MAIN STREET         |      | SANTA ANA        |       | CA |     |  | 92705 | 
|MHOOD       |  |          | 1342 |  |      | PLAZA CRLINA    |      | CAROLINA         |       | PR |      | Simon                         |                | 65 INFANTERIA & FRAGOSO     |      | CAROLINA         |       | PR |     |  | 00988 | 
|MHOOD       |  |          | 1343 |  |      | PRINCE          |      | HYATTSVILLE      |       | MD |      | PREIT                         |                | 3500 EAST-WEST HIGHWAY      |      | HYATTSVILLE      |       | MD |     |  | 20782 | 
|MHOOD       |  |          | 1344 |  |      | ARBOR           |      | DOUGLASVILLE     |       | GA |      | CBL                           |                | 1510 ARBOR PLACE MALL       |      | DOUGLASVILLE     |       | GA |     |  | 30135 | 
|MHOOD       |  |          | 1345 |  |      | LAKELN          |      | CEDAR PARK       |       | TX |      | Simon                         |                | 11200 LAKELINE MALL DR      |      | CEDAR PARK       |       | TX |     |  | 78613 | 
|MHOOD       |  |          | 1346 |  |      | CTRY III        |      | WEST MIFFLIN     |       | PA |      | Simon                         |                | 3075 CLAIRTON ROAD          |      | WEST MIFFLIN     |       | PA |     |  | 15123 | 
|MHOOD       |  |          | 1347 |  |      | SARASOTA        |      | SARASOTA         |       | FL |      | Westfield                     |                | 8201 S. TAMIAMI TRAIL       |      | SARASOTA         |       | FL |     |  | 34238 | 
|MHOOD       |  |          | 1348 |  |      | FLORENCE        |      | FLORENCE         |       | KY |      | General Growth                |                | 2026 FLORENCE MALL          |      | FLORENCE         |       | KY |     |  | 41042 | 
|MHOOD       |  |          | 1349 |  |      | SOUTH BAY       |      | REDONDO BEACH    |       | CA |      | Forest City                   |                | 1815 HAWTHORNE BLVD         |      | REDONDO BEACH    |       | CA |     |  | 90278 | 
|MHOOD       |  |          | 1350 |  |      | VALLEY PLAZA    |      | BAKERSFIELD      |       | CA |      | General Growth                |                | 2701 MING AVENUE            |      | BAKERSFIELD      |       | CA |     |  | 93304 | 
|MHOOD       |  |          | 1352 |  |      | PLYMOUTH        |      | PLYMOUTH MEETING |       | PA |      | PREIT                         |                | 1145 PLYMOUTH MEETING MALL  |      | PLYMOUTH MEETING |       | PA |     |  | 19462 | 
|MHOOD       |  |          | 1353 |  |      | WOODBRIDGE      |      | WOODBRIDGE       |       | NJ |      | General Growth                |                | 118 WOODBRIDGE CNTR DRIVE   |      | WOODBRIDGE       |       | NJ |     |  | 07095 | 
|MHOOD       |  |          | 1354 |  |      | RIVERTWN        |      | GRANDVILLE       |       | MI |      | General Growth                |                | 3700 RIVERTOWN PARKWAY      |      | GRANDVILLE       |       | MI |     |  | 49418 | 
|MHOOD       |  |          | 1356 |  |      | PARKDALE        |      | BEAUMONT         |       | TX |      | CBL                           |                | 6155 EASTEX FRWY. #A-118    |      | BEAUMONT         |       | TX |     |  | 77706 | 
|MHOOD       |  |          | 1357 |  |      | PENN SQ         |      | OKLAHOMA CITY    |       | OK |      | Simon                         |                | 1901 MW EXPRESSWAY          |      | OKLAHOMA CITY    |       | OK |     |  | 73118 | 
|MHOOD       |  |          | 1358 |  |      | SOUTHLAKE       |      | MERILVILLE       |       | IN |      | Westfield                     |                | 1941 SOUTHLAKE MALL         |      | MERILVILLE       |       | IN |     |  | 46410 | 
|MHOOD       |  |          | 1359 |  |      | DAYTON          |      | DAYTON           |       | OH |      | Glimcher                      |                | 2700 MIAMISBURG-CNTRVILLE   |      | DAYTON           |       | OH |     |  | 45459 | 
|MHOOD       |  |          | 1361 |  |      | S. CNTY         |      | ST. LOUIS        |       | MO |      | Westfield                     |                | 309 SOUTH COUNTY WAY        |      | ST. LOUIS        |       | MO |     |  | 63129 | 
|MHOOD       |  |          | 1362 |  |      | SOUTHERN PARK   |      | YOUNGSTOWN       |       | OH |      | Simon                         |                | 7401 MARKET STREET          |      | YOUNGSTOWN       |       | OH |     |  | 44512 | 
|MHOOD       |  |          | 1363 |  |      | BRDLY PRK       |      | COLUMBUS         |       | GA |      | Developers Diversified        |                | 1591 BRADLEY PARK DR        |      | COLUMBUS         |       | GA |     |  | 31904 | 
|MHOOD       |  |          | 1365 |  |      | WATERFRD        |      | ORLANDO          |       | FL |      | Simon                         |                | 385 N. ALAFAYA TRAIL        |      | ORLANDO          |       | FL |     |  | 32828 | 
|MHOOD       |  |          | 1367 |  |      | TERRA VSTA      |      | RANCHO CUCAMONGA |       | CA |      | Lewis Retail Centers          |                | 10582 FOOTHILL BLVD         |      | RANCHO CUCAMONGA |       | CA |     |  | 91730 | 
|MHOOD       |  |          | 1368 |  |      | ANAHEIM         |      | ANAHEIM          |       | CA |      | Donahue Schriber              |                | 8132 E. SANTA ANA CANYON    |      | ANAHEIM          |       | CA |     |  | 92808 | 
|MHOOD       |  |          | 1370 |  |      | GROSSMONT       |      | LA MESA          |       | CA |      | CB Richard Ellis              |                | 5500 GROSSMONT DRIVE        |      | LA MESA          |       | CA |     |  | 91942 | 
|MHOOD       |  |          | 1371 |  |      | HARDN RNCH      |      | SALINAS          |       | CA |      | Pratt-Goldsmith, Inc.         |                | 1620 NORTH MAIN ST          |      | SALINAS          |       | CA |     |  | 93906 | 
|MHOOD       |  |          | 1372 |  |      | SHAWNEE         |      | SHAWNEE          |       | KS |      | AIG Baker Shopping Center LLC |                | 15230 SHAWNEE MISSION PKWY  |      | SHAWNEE          |       | KS |     |  | 66217 | 
|MHOOD       |  |          | 1373 |  |      | GA CROSS        |      | BUFORD           |       | GA |      | Simon                         |                | 3385 WOODWARD MILL CROSSING |      | BUFORD           |       | GA |     |  | 30519 | 
|MHOOD       |  |          | 1374 |  |      | CHINO           |      | CHINO            |       | CA |      | Vestar Properties Inc.        |                | 3926 GRAND AVE.             |      | CHINO            |       | CA |     |  | 91710 | 
|MHOOD       |  |          | 1383 |  |      | LAFAYT          |      | INDIANAPOLIS     |       | IN |      | Simon                         |                | 3919 LAFAYETTE RD.          |      | INDIANAPOLIS     |       | IN |     |  | 46254 | 
|MHOOD       |  |          | 1384 |  |      | DEL NORTE       |      | LAREDO           |       | TX |      | CBL                           |                | 5300 N. SAN DARIO           |      | LAREDO           |       | TX |     |  | 78041 | 
|MHOOD       |  |          | 1385 |  |      | BROADWAY        |      | HICKSVILLE       |       | NY |      | Vornado                       |                | 664 BROADWAY MALL           |      | HICKSVILLE       |       | NY |     |  | 11801 | 
|MHOOD       |  |          | 1386 |  |      | MOORESTWN       |      | MOORESTOWN       |       | NJ |      | PREIT                         |                | 400 ROUTE 38                |      | MOORESTOWN       |       | NJ |     |  | 08057 | 
|MHOOD       |  |          | 1388 |  |      | TWN CNTR @ BOCA |      | BOCA RATON       |       | FL |      | Simon                         |                | 136 TOWN CENTER             |      | BOCA RATON       |       | FL |     |  | 33431 | 
|MHOOD       |  |          | 1389 |  |      | PACIFIC VW      |      | VENTURA          |       | CA |      | Macerich                      |                | 3301-2119 EAST MAIN STREET  |      | VENTURA          |       | CA |     |  | 93003 | 
|MHOOD       |  |          | 1390 |  |      | INGRAM          |      | SAN ANTONIO      |       | TX |      | Simon                         |                | 6301 NW LOOP 410            |      | SAN ANTONIO      |       | TX |     |  | 78238 | 
|MHOOD       |  |          | 1391 |  |      | STEINWAY        |      | ASTORIA          |       | NY |      | Ettore DeLuca                 |                | 31-49 STEINWAY STREET       |      | ASTORIA          |       | NY |     |  | 11103 | 
|MHOOD       |  |          | 1392 |  |      | VNTGE OAKS      |      | NOVATO           |       | CA |      | CB Richard Ellis              |                | 104 VINTAGE WAY             |      | NOVATO           |       | CA |     |  | 94945 | 
|MHOOD       |  |          | 1393 |  |      | HOLYOKE         |      | HOLYOKE          |       | MA |      | Pyramid                       |                | 50 HOLYOKE STREET           |      | HOLYOKE          |       | MA |     |  | 01040 | 
|MHOOD       |  |          | 1394 |  |      | POUGHKPSE       |      | POUGHKEEPSIE     |       | NY |      | Pyramid                       |                | 790 SOUTH ROAD              |      | POUGHKEEPSIE     |       | NY |     |  | 12601 | 
|MHOOD       |  |          | 1397 |  |      | SPOKANE         |      | SPOKANE          |       | WA |      | General Growth                |                | 14700 EAST INDIANA AVE      |      | SPOKANE          |       | WA |     |  | 99216 | 
|MHOOD       |  |          | 1398 |  |      | FORD CITY       |      | CHICAGO          |       | IL |      | General Growth                |                | 7601 S. CICERO AVE.         |      | CHICAGO          |       | IL |     |  | 60652 | 
|MHOOD       |  |          | 1399 |  |      | SOUTHWEST       |      | LITTLETON        |       | CO |      | General Growth                |                | 8501 W. BOWLES AVENUE       |      | LITTLETON        |       | CO |     |  | 80123 | 
|MHOOD       |  |          | 1700 |  |      | BLVD MALL       |      | LAS VEGAS        |       | NV |      | General Growth                |                | 3602 S. MARYLAND PKWY       |      | LAS VEGAS        |       | NV |     |  | 89109 | 
|MHOOD       |  |          | 1701 |  |      | IRVING TWN      |      | IRVING           |       | TX |      | Cencor Realty Services        |                | 3401 W. AIRPORT FREEWAY     |      | IRVING           |       | TX |     |  | 75062 | 
|MHOOD       |  |          | 1702 |  |      | LEHIGH VLLY     |      | WHITEHALL        |       | PA |      | Simon                         |                | 203 LEHIGH VALLEY MALL      |      | WHITEHALL        |       | PA |     |  | 18052 | 
|MHOOD       |  |          | 1703 |  |      | DOVER           |      | DOVER            |       | DE |      | Mills                         |                | 3054 DOVER MALL             |      | DOVER            |       | DE |     |  | 19901 | 
|MHOOD       |  |          | 1706 |  |      | GOLDEN EAST     |      | ROCKY MOUNT      |       | NC |      | Hendon Golden East LLC        |                | 1100 N WESLYN BLVD          |      | ROCKY MOUNT      |       | NC |     |  | 27804 | 





---

Mothers Work, Inc.

Obligors

Store List



|            |  |          |      |  |      |               |      |                  |       |    |      |                           |                |                               |      |                  |       |    |     |  |       | 
|----------- |  | -------- | ---- |  | ---- | ------------- | ---- | ---------------- | ----- | -- | ---- | ------------------------- | -------------- | ----------------------------- | ---- | ---------------- | ----- | -- | --- |  | ----- | 
|Motherswork |  | Landlord |     
|Division    |  | STR#     |      |  | Name |               | City |                  | State |    | Name |                           | Street Address |                               | City |                  | State |    | Zip | 
|MHOOD       |  |          | 1708 |  |      | RICHLAND      |      | WACO             |       | TX |      | CBL                       |                | 6001 WEST WACO DRIVE          |      | WACO             |       | TX |     |  | 76710 | 
|MHOOD       |  |          | 1710 |  |      | STONEBRIAR    |      | FRISCO           |       | TX |      | General Growth            |                | 2600 PRESTON ROAD             |      | FRISCO           |       | TX |     |  | 75034 | 
|MHOOD       |  |          | 1711 |  |      | CORAL RDG     |      | FT. LAUDERDALE   |       | FL |      | Gumberg Asset             |                | 3200 N. FEDERAL HIGHWAY       |      | FT. LAUDERDALE   |       | FL |     |  | 33306 | 
|MHOOD       |  |          | 1712 |  |      | GRAPEVN TC    |      | GRAPEVINE        |       | TX |      | Cencor Realty Services    |                | 1451 STATE HWY. 114 WEST      |      | GRAPEVINE        |       | TX |     |  | 76051 | 
|MHOOD       |  |          | 1713 |  |      | CAPITAL CITY  |      | CAMP HILL        |       | PA |      | PREIT                     |                | 3523 CAPITAL CITY MALL DRIVE  |      | CAMP HILL        |       | PA |     |  | 17011 | 
|MHOOD       |  |          | 1718 |  |      | ASHVILLE      |      | ASHVILLE         |       | NC |      | CBL                       |                | 3 SOUTH TUNNEL ROAD           |      | ASHVILLE         |       | NC |     |  | 28805 | 
|MHOOD       |  |          | 1721 |  |      | EASTON        |      | COLUMBUS         |       | OH |      | Steiner & Ass             |                | 236 EASTON TOWN CENTER        |      | COLUMBUS         |       | OH |     |  | 43219 | 
|MHOOD       |  |          | 1722 |  |      | TREASURE CST  |      | JENSEN BEACH     |       | FL |      | Simon                     |                | 3054 NW FEDERAL HIGHWAY       |      | JENSEN BEACH     |       | FL |     |  | 34957 | 
|MHOOD       |  |          | 1723 |  |      | APACHE        |      | ROCHESTER        |       | MN |      | General Growth            |                | 333 APACHE MALL               |      | ROCHESTER        |       | MN |     |  | 55902 | 
|MHOOD       |  |          | 1725 |  |      | OLYMPIA       |      | LIVE OAK         |       | TX |      | S.A. Development Company  |                | 8222 AGORA PARKWAY            |      | LIVE OAK         |       | TX |     |  | 78233 | 
|MHOOD       |  |          | 1727 |  |      | MAGNOLIA      |      | FLORENCE         |       | SC |      | PREIT                     |                | 2701 DAVID MCLEOD BLVD        |      | FLORENCE         |       | SC |     |  | 29501 | 
|MHOOD       |  |          | 1728 |  |      | NEW HAMPSHIRE |      | MANCHESTER       |       | NH |      | Simon                     |                | 1500 S. WILLOW ST             |      | MANCHESTER       |       | NH |     |  | 03103 | 
|MHOOD       |  |          | 1729 |  |      | YORK          |      | YORK             |       | PA |      | CBL                       |                | 2899 WHITEFORD ROAD           |      | YORK             |       | PA |     |  | 17402 | 
|MHOOD       |  |          | 1732 |  |      | EASTLAND      |      | BLOOMINGTON      |       | IL |      | CBL                       |                | 1615 EAST EMPIRE              |      | BLOOMINGTON      |       | IL |     |  | 61701 | 
|MHOOD       |  |          | 1733 |  |      | KY OAKS       |      | PADUCAH          |       | KY |      | Cafaro                    |                | 5101 HINKLEVILLE RD.          |      | PADUCAH          |       | KY |     |  | 42001 | 
|MHOOD       |  |          | 1734 |  |      | SAN JACINTO   |      | BAYTOWN          |       | TX |      | SJM Realty                |                | 1590 SAN JACINTO MALL         |      | BAYTOWN          |       | TX |     |  | 77521 | 
|MHOOD       |  |          | 1735 |  |      | SPOTTS        |      | FREDRICKSBURG    |       | VA |      | Cafaro                    |                | 355 SPOTSYLVANIA MALL         |      | FREDRICKSBURG    |       | VA |     |  | 22407 | 
|MHOOD       |  |          | 1736 |  |      | SUNRISE       |      | BROWNSVILLE      |       | TX |      | CBL                       |                | 2370 N. EXPRESSWAY            |      | BROWNSVILLE      |       | TX |     |  | 78521 | 
|MHOOD       |  |          | 1739 |  |      | PLAINFIELD    |      | PLAINFIELD       |       | IN |      | Premier                   |                | 2685 E. MAIN STREET           |      | PLAINFIELD       |       | IN |     |  | 46168 | 
|MHOOD       |  |          | 1740 |  |      | WOODLND       |      | GRAND RAPIDS     |       | MI |      | PREIT                     |                | 3175 28TH STREET              |      | GRAND RAPIDS     |       | MI |     |  | 49508 | 
|MHOOD       |  |          | 1741 |  |      | RIDGMAR       |      | FORT WORTH       |       | TX |      | Macerich                  |                | 1866 GREEN OAKS ROAD          |      | FORT WORTH       |       | TX |     |  | 76116 | 
|MHOOD       |  |          | 1743 |  |      | INTERNATL     |      | TAMPA            |       | FL |      | Taubman                   |                | 2223 NORTH WEST SHORE BLVD    |      | TAMPA            |       | FL |     |  | 33607 | 
|MHOOD       |  |          | 1744 |  |      | PREMIER       |      | MANDEVILLE       |       | LA |      | Stirling                  |                | 3414 HIGHWAY 190              |      | MANDEVILLE       |       | LA |     |  | 70470 | 
|MHOOD       |  |          | 1745 |  |      | SOUTH PARK    |      | SAN ANTONIO      |       | TX |      | Jones Lang LaSalle        |                | 2310 SOUTHWEST MILITARY DRIVE |      | SAN ANTONIO      |       | TX |     |  | 78224 | 
|MHOOD       |  |          | 1746 |  |      | EXTON         |      | EXTON            |       | PA |      | PREIT                     |                | 164 EXTON SQUARE PKWY         |      | EXTON            |       | PA |     |  | 19341 | 
|MHOOD       |  |          | 1747 |  |      | KILLEEN       |      | KILLEEN          |       | TX |      | Jones Lang LaSalle        |                | 2100 SOUTH WS YOUNG DR        |      | KILLEEN          |       | TX |     |  | 76543 | 
|MHOOD       |  |          | 1748 |  |      | CT POST MALL  |      | MILFORD          |       | CT |      | Westfield                 |                | 1201 BOSTON POST ROAD         |      | MILFORD          |       | CT |     |  | 06460 | 
|MHOOD       |  |          | 1749 |  |      | COLUMBIANA    |      | COLUMBIA         |       | SC |      | General Growth            |                | 100 COLUMBIANA CIRCLE         |      | COLUMBIA         |       | SC |     |  | 29212 | 
|MHOOD       |  |          | 1750 |  |      | MADISON       |      | HUNTSVILLE       |       | AL |      | CBL                       |                | 5901 UNIVERSITY DRIVE         |      | HUNTSVILLE       |       | AL |     |  | 35806 | 
|MHOOD       |  |          | 1751 |  |      | HANFORD       |      | HANFORD          |       | CA |      | General Growth            |                | 1675 W LACEY BLVD, C5         |      | HANFORD          |       | CA |     |  | 93230 | 
|MHOOD       |  |          | 1752 |  |      | KAAHUMANU     |      | KAHULUI          |       | HI |      | General Growth            |                | 275 W KAAHUMANU AVE           |      | KAHULUI          |       | HI |     |  | 96732 | 
|MHOOD       |  |          | 1753 |  |      | OAKS          |      | GAINESVILLE      |       | FL |      | General Growth            |                | 6279 NEWBERRY ROAD            |      | GAINESVILLE      |       | FL |     |  | 32605 | 
|MHOOD       |  |          | 1754 |  |      | VICTOR        |      | VICTORVILLE      |       | CA |      | Macerich                  |                | 14400 BEAR VALLEY RD          |      | VICTORVILLE      |       | CA |     |  | 92392 | 
|MHOOD       |  |          | 1755 |  |      | WILLOW BEND   |      | PLANO            |       | TX |      | Taubman                   |                | 6121 W PARK BLVD              |      | PLANO            |       | TX |     |  | 75093 | 
|MHOOD       |  |          | 1756 |  |      | WELLINGTON    |      | WELLINGTON       |       | FL |      | Taubman                   |                | 10300 WEST FOREST HILL BLVD   |      | WELLINGTON       |       | FL |     |  | 33414 | 
|MHOOD       |  |          | 1758 |  |      | LONGVIEW MALL |      | LONGVIEW         |       | TX |      | Simon                     |                | 3500 McCANN ROAD              |      | LONGVIEW         |       | TX |     |  | 75605 | 
|MHOOD       |  |          | 1760 |  |      | COLUMBIA      |      | COLUMBIA         |       | MO |      | General Growth            |                | 2300 BERNADETTE DRIVE         |      | COLUMBIA         |       | MO |     |  | 65203 | 
|MHOOD       |  |          | 1761 |  |      | OAKDALE       |      | JOHNSON CITY     |       | NY |      | Vornado                   |                | 233 REYNOLDS ROAD             |      | JOHNSON CITY     |       | NY |     |  | 13790 | 
|MHOOD       |  |          | 1763 |  |      | EASTLAND      |      | EVANSVILLE       |       | IN |      | Simon                     |                | 800 N GREEN RIVER RD          |      | EVANSVILLE       |       | IN |     |  | 47715 | 
|MHOOD       |  |          | 1764 |  |      | SOUTHLAND     |      | TAYLOR           |       | MI |      | General Growth            |                | 23000 EUREKA ROAD             |      | TAYLOR           |       | MI |     |  | 48180 | 
|MHOOD       |  |          | 1765 |  |      | ROSE          |      | ROSEVILLE        |       | CA |      | Westfield                 |                | 1151 GALLERIA BLVD            |      | ROSEVILLE        |       | CA |     |  | 95678 | 
|MHOOD       |  |          | 1766 |  |      | BELLIS        |      | BELLINGHAM       |       | WA |      | General Growth            |                | ONE BELLIS PARKWAY            |      | BELLINGHAM       |       | WA |     |  | 98226 | 
|MHOOD       |  |          | 1767 |  |      | GATEWAY       |      | LINCOLN          |       | NE |      | Westfield                 |                | 6100 EAST O STREET            |      | LINCOLN          |       | NE |     |  | 68505 | 
|MHOOD       |  |          | 1768 |  |      | UNIV PARK     |      | MISHAWAKA        |       | IN |      | Simon                     |                | 6501 N. GRAPE ROAD            |      | MISHAWAKA        |       | IN |     |  | 46545 | 
|MHOOD       |  |          | 1769 |  |      | AVON          |      | AVON             |       | OH |      | First Interstate          |                | 35868 DETROIT ROAD            |      | AVON             |       | OH |     |  | 44011 | 
|MHOOD       |  |          | 1771 |  |      | ROOKWOOD      |      | CINCINNATI       |       | OH |      | Anderson                  |                | 2745 EDMONDSON ROAD           |      | CINCINNATI       |       | OH |     |  | 45209 | 
|MHOOD       |  |          | 1772 |  |      | PUENTE HILLS  |      | CITY OF INDUSTRY |       | CA |      | Glimcher                  |                | 1600 AZUSA AVENUE             |      | CITY OF INDUSTRY |       | CA |     |  | 91748 | 
|MHOOD       |  |          | 1775 |  |      | GRAND TETON   |      | IDAHO FALLS      |       | ID |      | General Growth            |                | 2300 E 17TH STREET            |      | IDAHO FALLS      |       | ID |     |  | 83404 | 
|MHOOD       |  |          | 1776 |  |      | ABILENE       |      | ABILENE          |       | TX |      | Nomura Asset Capital Corp |                | 4310 BUFFALO GAP ROAD         |      | ABILENE          |       | TX |     |  | 79606 | 





---

Mothers Work, Inc.

Obligors

Store List



|            |  |          |      |  |      |              |      |                  |       |    |      |                                        |                |                           |      |                  |       |    |     |  |       | 
|----------- |  | -------- | ---- |  | ---- | ------------ | ---- | ---------------- | ----- | -- | ---- | -------------------------------------- | -------------- | ------------------------- | ---- | ---------------- | ----- | -- | --- |  | ----- | 
|Motherswork |  | Landlord |     
|Division    |  | STR#     |      |  | Name |              | City |                  | State |    | Name |                                        | Street Address |                           | City |                  | State |    | Zip | 
|MHOOD       |  |          | 1777 |  |      | ROBINSON     |      | PITTSBURGH       |       | PA |      | Forest City                            |                | 1310 ROBINSON CENTER DR   |      | PITTSBURGH       |       | PA |     |  | 15205 | 
|MHOOD       |  |          | 1778 |  |      | WYMING VLY   |      | WILKES-BARRE     |       | PA |      | PREIT                                  |                | 29 WYOMING VALLEY MALL    |      | WILKES-BARRE     |       | PA |     |  | 18702 | 
|MHOOD       |  |          | 1781 |  |      | EMPIRE       |      | SIOUX FALLS      |       | SD |      | Macerich                               |                | 4001 WEST 41ST STREET     |      | SIOUX FALLS      |       | SD |     |  | 57106 | 
|MHOOD       |  |          | 1782 |  |      | PRIEN        |      | LAKE CHARLES     |       | LA |      | Simon                                  |                | 544 W PRIEN LAKE ROAD     |      | LAKE CHARLES     |       | LA |     |  | 70601 | 
|MHOOD       |  |          | 1786 |  |      | CROSS CREEK  |      | FAYETTEVILLE     |       | NC |      | CBL                                    |                | 419 CROSS CREEK MALL      |      | FAYETTEVILLE     |       | NC |     |  | 28303 | 
|MHOOD       |  |          | 1787 |  |      | CORAL SQ     |      | CORAL SPRINGS    |       | FL |      | Simon                                  |                | 9469 W ATLANTIC BLVD      |      | CORAL SPRINGS    |       | FL |     |  | 33071 | 
|MHOOD       |  |          | 1793 |  |      | COOPERWOOD   |      | HOUSTON          |       | TX |      | Copperwood Shop.Ctr. LP                |                | 15757 FM 529              |      | HOUSTON          |       | TX |     |  | 77095 | 
|MHOOD       |  |          | 1794 |  |      | CHAPEL HILL  |      | AKRON            |       | OH |      | CBL & Associates                       |                | 2000 BRITTIAN ROAD        |      | AKRON            |       | OH |     |  | 44310 | 
|MHOOD       |  |          | 1796 |  |      | ROCKAWAY     |      | ROCKAWAY         |       | NJ |      | Simon                                  |                | RTE 80 & MT. HOPE AVE     |      | ROCKAWAY         |       | NJ |     |  | 07866 | 
|MHOOD       |  |          | 1799 |  |      | JEFFERSON    |      | FORT WAYNE       |       | IN |      | Glimcher                               |                | 4110 WEST JEFFERSON BLVD  |      | FORT WAYNE       |       | IN |     |  | 46804 | 
|MHOOD       |  |          | 1800 |  |      | TAMARAK      |      | WOODBURY         |       | MN |      | Robert C. Muir Company                 |                | 8390 TAMARAK VILLAGE      |      | WOODBURY         |       | MN |     |  | 55125 | 
|MHOOD       |  |          | 1803 |  |      | DEL NORTE    |      | HATILLO          |       | PR |      | Developers Diversified                 |                | RD 2 & PR22 - TRUNCADO ST |      | HATILLO          |       | PR |     |  | 00659 | 
|MHOOD       |  |          | 1804 |  |      | CHANDLER     |      | CHANDLER         |       | AZ |      | Macerich                               |                | 3111 WEST CHANDLER BLVD   |      | CHANDLER         |       | AZ |     |  | 85226 | 
|MHOOD       |  |          | 1808 |  |      | LAKES        |      | MUSKEGON         |       | MI |      | CBL                                    |                | 5600 HARVEY MALL          |      | MUSKEGON         |       | MI |     |  | 49444 | 
|MHOOD       |  |          | 1809 |  |      | LAKEWOOD     |      | LAKEWOOD         |       | CA |      | Macerich                               |                | 88 LAKEWOOD CENTER        |      | LAKEWOOD         |       | CA |     |  | 90712 | 
|MHOOD       |  |          | 1810 |  |      | POLARIS      |      | COLUMBUS         |       | OH |      | Glimcher                               |                | 1500 POLARIS PARKWAY      |      | COLUMBUS         |       | OH |     |  | 43240 | 
|MHOOD       |  |          | 1811 |  |      | WESTMORELAND |      | GREENSBURG       |       | PA |      | CBL                                    |                | 239 WESTMORELAND, RTE 30E |      | GREENSBURG       |       | PA |     |  | 15601 | 
|MHOOD       |  |          | 1813 |  |      | BIRCHWOOD    |      | FORT GRATIOT     |       | MI |      | General Growth                         |                | 4350 24TH AVENUE          |      | FORT GRATIOT     |       | MI |     |  | 48059 | 
|MHOOD       |  |          | 1814 |  |      | BOCA PK      |      | LAS VEGAS        |       | NV |      | Boca Park Marketplace LLC              |                | 8800 WEST CHARLESTON      |      | LAS VEGAS        |       | NV |     |  | 89117 | 
|MHOOD       |  |          | 1815 |  |      | CAPE COD     |      | HYANNIS          |       | MA |      | Simon                                  |                | 769 IYANNOUGH ROAD        |      | HYANNIS          |       | MA |     |  | 02601 | 
|MHOOD       |  |          | 1817 |  |      | GENESSEE     |      | FLINT            |       | MI |      | Genessee Investors                     |                | 3215 SOUTH LINDEN RD      |      | FLINT            |       | MI |     |  | 48507 | 
|MHOOD       |  |          | 1819 |  |      | NORTHWOODS   |      | PEORIA           |       | IL |      | Simon                                  |                | 2200 WEST WAR MEMORIAL DR |      | PEORIA           |       | IL |     |  | 61613 | 
|MHOOD       |  |          | 1820 |  |      | BRANDON      |      | BRANDON          |       | FL |      | Westfield                              |                | SR 60 & I-75              |      | BRANDON          |       | FL |     |  | 33511 | 
|MHOOD       |  |          | 1821 |  |      | CITRUS PK    |      | TAMPA            |       | FL |      | Westfield                              |                | 8021 CITRUS PARK DRIVE    |      | TAMPA            |       | FL |     |  | 33625 | 
|MHOOD       |  |          | 1822 |  |      | BANGOR       |      | BANGOR           |       | ME |      | Simon                                  |                | 663 STILLWATER AVE        |      | BANGOR           |       | ME |     |  | 04401 | 
|MHOOD       |  |          | 1823 |  |      | MAPLEWD      |      | ST.PAUL          |       | MN |      | Simon                                  |                | 3001 WHITE BEAR AVE       |      | ST.PAUL          |       | MN |     |  | 55109 | 
|MHOOD       |  |          | 1825 |  |      | UNIVERSITY   |      | SOUTH BURLINGTON |       | VT |      | Finard & Company                       |                | 155 DORSET STREET         |      | SOUTH BURLINGTON |       | VT |     |  | 05403 | 
|MHOOD       |  |          | 1826 |  |      | TRIANGLE     |      | RALEIGH          |       | NC |      | Richard E. Jacobs Group                |                | 5959 TRIANGLE TOWN CENTER |      | RALEIGH          |       | NC |     |  | 27616 | 
|MHOOD       |  |          | 1828 |  |      | CRYSTAL RUN  |      | MIDDLETOWN       |       | NY |      | Pyramid                                |                | 1 GALLERIA DRIVE          |      | MIDDLETOWN       |       | NY |     |  | 10941 | 
|MHOOD       |  |          | 1829 |  |      | E TOWNE      |      | MADISON          |       | WI |      | CBL                                    |                | 89 EAST TOWN MALL         |      | MADISON          |       | WI |     |  | 53704 | 
|MHOOD       |  |          | 1830 |  |      | MAYAGUEZ     |      | MAYAGUEZ         |       | PR |      | Empresas Puertorriquenas De Desarrollo |                | 975 HOSTOS AVENUE         |      | MAYAGUEZ         |       | PR |     |  | 00680 | 
|MHOOD       |  |          | 1831 |  |      | INDPNDCE     |      | PLYMOUTH         |       | MA |      | Pyramid                                |                | 101 INDEPENDENCE MALL WAY |      | PLYMOUTH         |       | MA |     |  | 02364 | 
|MHOOD       |  |          | 1833 |  |      | MILLENIA     |      | ORLANDO          |       | FL |      | Forbes                                 |                | 4200 CONROY ROAD          |      | ORLANDO          |       | FL |     |  | 32811 | 
|MHOOD       |  |          | 1838 |  |      | WESTLK       |      | SEATTLE          |       | WA |      | General Growth                         |                | 400 PINE STREET           |      | SEATTLE          |       | WA |     |  | 98101 | 
|MHOOD       |  |          | 1839 |  |      | HENRY        |      | MCDONOUGH        |       | GA |      | Sembler Company                        |                | 1804 JONEBORO ROAD        |      | MCDONOUGH        |       | GA |     |  | 30253 | 
|MHOOD       |  |          | 1840 |  |      | TIPPECANOE   |      | LAFAYETTE        |       | IN |      | Simon                                  |                | 2415 SAGAMORE PRKY SOUTH  |      | LAFAYETTE        |       | IN |     |  | 47905 | 
|MHOOD       |  |          | 1842 |  |      | SMITHFD      |      | SMITHFIELD       |       | RI |      | S.R. Weiner                            |                | 371 PUTNAM PIKE           |      | SMITHFIELD       |       | RI |     |  | 02917 | 
|MHOOD       |  |          | 1843 |  |      | VILLAGE PK   |      | CARMEL           |       | IN |      | Simon                                  |                | 2007-3 E GREYHOUND PASS   |      | CARMEL           |       | IN |     |  | 46032 | 
|MHOOD       |  |          | 1847 |  |      | COASTLAND    |      | NAPLES           |       | FL |      | General Growth                         |                | 1836 TAMIAMI TRAIL NORTH  |      | NAPLES           |       | FL |     |  | 34102 | 
|MHOOD       |  |          | 1848 |  |      | E CHASE      |      | MONTGOMERY       |       | AL |      | Jim Wilson                             |                | 7052 EAST CHASE PKWY      |      | MONTGOMERY       |       | AL |     |  | 36117 | 
|MHOOD       |  |          | 1849 |  |      | JEFF VALLEY  |      | YORKTOWN HEIGHTS |       | NY |      | Simon                                  |                | 650 LEE BLVD              |      | YORKTOWN HEIGHTS |       | NY |     |  | 10598 | 
|MHOOD       |  |          | 1851 |  |      | LAKELD SQ    |      | LAKELAND         |       | FL |      | General Growth                         |                | 3800 US HWY 98 N          |      | LAKELAND         |       | FL |     |  | 33809 | 
|MHOOD       |  |          | 1852 |  |      | PALM DSRT    |      | PALM DESERT      |       | CA |      | Westfield                              |                | 72840 HIGHWAY 111         |      | PALM DESERT      |       | CA |     |  | 92260 | 
|MHOOD       |  |          | 1853 |  |      | VALLEY VW    |      | ROANOKE          |       | VA |      | CBL                                    |                | 4802 VALLEY VIEW BLVD     |      | ROANOKE          |       | VA |     |  | 24012 | 
|MHOOD       |  |          | 1855 |  |      | HIGHLD GR    |      | HIGHLAND         |       | IN |      | Developers Diversified                 |                | 10347 INDIANAPOLIS BLVD   |      | HIGHLAND         |       | IN |     |  | 46322 | 
|MHOOD       |  |          | 1856 |  |      | N RIVERSIDE  |      | NORTH RIVERSIDE  |       | IL |      | Urban                                  |                | 7501 CERMAK ROAD          |      | NORTH RIVERSIDE  |       | IL |     |  | 60546 | 
|MHOOD       |  |          | 1857 |  |      | NORTHWDS     |      | N CHARLESTON     |       | SC |      | CBL                                    |                | 2150 NORTHWOODS BLVD      |      | N CHARLESTON     |       | SC |     |  | 29406 | 
|MHOOD       |  |          | 1859 |  |      | MILLCREEK    |      | ERIE             |       | PA |      | Cafaro                                 |                | 624 MILLCREEK MALL        |      | ERIE             |       | PA |     |  | 16565 | 
|MHOOD       |  |          | 1860 |  |      | INDPDNCE     |      | INDEPENDENCE     |       | MO |      | Simon                                  |                | 2088 INDEPENDENCE CTR DR  |      | INDEPENDENCE     |       | MO |     |  | 64057 | 





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Mothers Work, Inc.

Obligors

Store List



|            |  |          |      |  |      |               |      |                 |       |    |      |                                 |                |                               |      |                 |       |    |     |  |       | 
|----------- |  | -------- | ---- |  | ---- | ------------- | ---- | --------------- | ----- | -- | ---- | ------------------------------- | -------------- | ----------------------------- | ---- | --------------- | ----- | -- | --- |  | ----- | 
|Motherswork |  | Landlord |     
|Division    |  | STR#     |      |  | Name |               | City |                 | State |    | Name |                                 | Street Address |                               | City |                 | State |    | Zip | 
|MHOOD       |  |          | 1861 |  |      | NORTHPK       |      | JOPLIN          |       | MO |      | CBL                             |                | 101 NORTH RANGE LINE          |      | JOPLIN          |       | MO |     |  | 64801 | 
|MHOOD       |  |          | 1862 |  |      | PKCHSTR       |      | BRONX           |       | NY |      | Park Chester Preservation       |                | 1445 METROPOLITAN AVENUE      |      | BRONX           |       | NY |     |  | 10462 | 
|MHOOD       |  |          | 1863 |  |      | TOWNE E SQ    |      | WICHITA         |       | KS |      | Simon                           |                | 7700 E KELLOGG                |      | WICHITA         |       | KS |     |  | 67207 | 
|MHOOD       |  |          | 1867 |  |      | REGENCY SQ    |      | RICHMOND        |       | VA |      | Taubman                         |                | 1420 PARHAM ROAD              |      | RICHMOND        |       | VA |     |  | 23229 | 
|MHOOD       |  |          | 1868 |  |      | CHARLOTTESVL  |      | CHARLOTTESVILLE |       | VA |      | Simon                           |                | 1564 EAST RIO ROAD            |      | CHARLOTTESVILLE |       | VA |     |  | 22901 | 
|MHOOD       |  |          | 1869 |  |      | MILLER HILL   |      | DULUTH          |       | MN |      | Simon                           |                | 1600 MILLER TRUNK HWY         |      | DULUTH          |       | MN |     |  | 55811 | 
|MHOOD       |  |          | 1870 |  |      | BAY PARK      |      | GREEN BAY       |       | WI |      | Simon                           |                | 970 BAY PARK SQUARE           |      | GREEN BAY       |       | WI |     |  | 54304 | 
|MHOOD       |  |          | 1876 |  |      | BROADWY       |      | TYLER           |       | TX |      | Simon                           |                | 4601 SOUTH BROADWAY           |      | TYLER           |       | TX |     |  | 75703 | 
|MHOOD       |  |          | 1878 |  |      | FOOTHILLS     |      | FT. COLLINS     |       | CO |      | General Growth                  |                | 215 E FOOTHILLS PKWY          |      | FT. COLLINS     |       | CO |     |  | 80525 | 
|MHOOD       |  |          | 1879 |  |      | WESTLAND      |      | HIALEAH         |       | FL |      | Mills                           |                | 1695 WEST 49TH STREET         |      | HIALEAH         |       | FL |     |  | 33012 | 
|MHOOD       |  |          | 1881 |  |      | UNIVERSITY    |      | TUSCALOOSA      |       | AL |      | Aronov                          |                | 1701 MCFARLAND BLVD EAST      |      | TUSCALOOSA      |       | AL |     |  | 35404 | 
|MHOOD       |  |          | 1882 |  |      | CHICAGO RDGE  |      | CHICAGO RIDGE   |       | IL |      | Westfield                       |                | 444 CHICAGO RIDGE MALL DR     |      | CHICAGO RIDGE   |       | IL |     |  | 60415 | 
|MHOOD       |  |          | 1883 |  |      | VALLEY HILLS  |      | HICKORY         |       | NC |      | General Growth                  |                | 1960 HIGHWAY 70 SE            |      | HICKORY         |       | NC |     |  | 28602 | 
|MHOOD       |  |          | 1884 |  |      | BEAVER VALLEY |      | MONACA          |       | PA |      | PREIT                           |                | 266 BEAVER VALLEY ROAD        |      | MONACA          |       | PA |     |  | 15061 | 
|MHOOD       |  |          | 1885 |  |      | MEM CITY      |      | HOUSTON         |       | TX |      | General Growth                  |                | 900 GESSNER STREET            |      | HOUSTON         |       | TX |     |  | 77024 | 
|MHOOD       |  |          | 1886 |  |      | DOGWOOD       |      | FLOWOOD         |       | MS |      | Aronov                          |                | 114 DOGWOOD BLVD              |      | FLOWOOD         |       | MS |     |  | 39208 | 
|MHOOD       |  |          | 1887 |  |      | HAMBURG       |      | LEXINGTON       |       | KY |      | Thomas Enterprises              |                | 2312 SIR BARTON WAY           |      | LEXINGTON       |       | KY |     |  | 40509 | 
|MHOOD       |  |          | 1888 |  |      | STONECREST    |      | LITHONIA        |       | GA |      | Forest City                     |                | 2929 TURNERHILL ROAD          |      | LITHONIA        |       | GA |     |  | 30038 | 
|MHOOD       |  |          | 1889 |  |      | MORENO VLY    |      | MORENO VALLEY   |       | CA |      | General Growth                  |                | 22500 TOWN CIRCLE             |      | MORENO VALLEY   |       | CA |     |  | 92553 | 
|MHOOD       |  |          | 1891 |  |      | COL BRKWD     |      | HOMEWOOD        |       | AL |      | Colonial Property               |                | 780 BROOKWOOD VILLAGE         |      | HOMEWOOD        |       | AL |     |  | 35209 | 
|MHOOD       |  |          | 1892 |  |      | BEL AIR       |      | MOBILE          |       | AL |      | Colonial Property               |                | 3428 BEL AIR MALL             |      | MOBILE          |       | AL |     |  | 36606 | 
|MHOOD       |  |          | 1893 |  |      | MEADOWBRK     |      | BRIDGEPORT      |       | WV |      | Cafaro                          |                | 2399 MEADOWBROOK ROAD         |      | BRIDGEPORT      |       | WV |     |  | 26330 | 
|MHOOD       |  |          | 1894 |  |      | PHILLIPSBURG  |      | PHILLIPSBURG    |       | NJ |      | PREIT                           |                | 1200 HIGHWAY 22 EAST          |      | PHILLIPSBURG    |       | NJ |     |  | 08865 | 
|MHOOD       |  |          | 1895 |  |      | SUMMIT WDS    |      | LEES SUMMIT     |       | MO |      | RED Development                 |                | 1736 NORTHWEST CHIPMAN RD     |      | LEES SUMMIT     |       | MO |     |  | 64081 | 
|MHOOD       |  |          | 1896 |  |      | W VALLEY      |      | TRACY           |       | CA |      | General Growth                  |                | 3200 N NAGLEE ROAD            |      | TRACY           |       | CA |     |  | 95304 | 
|MHOOD       |  |          | 1899 |  |      | NEWGATE       |      | OGDEN           |       | UT |      | General Growth                  |                | 3651 WALL AVENUE              |      | OGDEN           |       | UT |     |  | 84405 | 
|MHOOD       |  |          | 1901 |  |      | SUNLAND       |      | EL PASO         |       | TX |      | Simon                           |                | 750 SUNLAND PARK DRIVE        |      | EL PASO         |       | TX |     |  | 79912 | 
|MHOOD       |  |          | 1902 |  |      | GATEWAY       |      | BURLESON        |       | TX |      | Kimco                           |                | 1185 NORTH BURLESON BLVD      |      | BURLESON        |       | TX |     |  | 76028 | 
|MHOOD       |  |          | 1903 |  |      | SOUTHLAND     |      | HAYWARD         |       | CA |      | General Growth                  |                | 1 SOUTHLAND MALL              |      | HAYWARD         |       | CA |     |  | 94545 | 
|MHOOD       |  |          | 1905 |  |      | VOLUSIA       |      | DAYTONA BEACH   |       | FL |      | CBL                             |                | 1700 W INTL SPEEDWAY BLVD     |      | DAYTONA BEACH   |       | FL |     |  | 32114 | 
|MHOOD       |  |          | 1907 |  |      | MADONNA       |      | SAN LUIS OBISPO |       | CA |      | Rossetti                        |                | 257 MADONNA ROAD              |      | SAN LUIS OBISPO |       | CA |     |  | 93401 | 
|MHOOD       |  |          | 1908 |  |      | LAS AMRCAS    |      | SAN JUAN        |       | PR |      | Plaza Las Americas Inc.         |                | 525 FD ROOSEVELT&LAS AMERICAS |      | SAN JUAN        |       | PR |     |  | 00918 | 
|MHOOD       |  |          | 1910 |  |      | CHESAPEAKE    |      | CHESAPEAKE      |       | VA |      | Simon                           |                | 4200 PORTSMOUTH BLVD          |      | CHESAPEAKE      |       | VA |     |  | 23321 | 
|MHOOD       |  |          | 1911 |  |      | EASTGATE      |      | CINCINNATI      |       | OH |      | CBL                             |                | 4601 EASTGATE BLVD            |      | CINCINNATI      |       | OH |     |  | 45245 | 
|MHOOD       |  |          | 1912 |  |      | KITSAP        |      | SILVERDALE      |       | WA |      | Macerich                        |                | 10315 SILVERDALE WAY NW       |      | SILVERDALE      |       | WA |     |  | 98383 | 
|MHOOD       |  |          | 1913 |  |      | DESERT RDGE   |      | PHOENIX         |       | AZ |      | Vestar Development              |                | 21001 NORTH TATUM BLVD        |      | PHOENIX         |       | AZ |     |  | 85050 | 
|MHOOD       |  |          | 1914 |  |      | SOUTHLAND     |      | HOUMA           |       | LA |      | Sizeler Real Estate Mgmt. Co    |                | 5953 W PARK AVENUE            |      | HOUMA           |       | LA |     |  | 70364 | 
|MHOOD       |  |          | 1915 |  |      | CHERRYVALE    |      | ROCKFORD        |       | IL |      | CBL                             |                | 7200 HARRISON AVENUE          |      | ROCKFORD        |       | IL |     |  | 61112 | 
|MHOOD       |  |          | 1917 |  |      | SILVERLK      |      | PEARLAND        |       | TX |      | LMR Silverlake North            |                | 10504 BROADWAY                |      | PEARLAND        |       | TX |     |  | 77581 | 
|MHOOD       |  |          | 1918 |  |      | CENTURY       |      | PITTSBURG       |       | CA |      | Sierra Pacific                  |                | 4521 CENTURY BLVD             |      | PITTSBURG       |       | CA |     |  | 94565 | 
|MHOOD       |  |          | 1919 |  |      | SHORT PUMP    |      | RICHMOND        |       | VA |      | Forest City                     |                | 4351A HAGEN DRIVE             |      | RICHMOND        |       | VA |     |  | 23233 | 
|MHOOD       |  |          | 1920 |  |      | CENTRAL       |      | FORT SMITH      |       | AR |      | Warmack & Company               |                | 5111 ROGERS AVENUE            |      | FORT SMITH      |       | AR |     |  | 72903 | 
|MHOOD       |  |          | 1921 |  |      | DEPTFORD      |      | DEPTFORD        |       | NJ |      | Macerich                        |                | 1750 DEPTFORD CENTER ROAD     |      | DEPTFORD        |       | NJ |     |  | 08096 | 
|MHOOD       |  |          | 1922 |  |      | CENTRAL       |      | TEXARKANA       |       | TX |      | Gregory Greenfield & Associates |                | 113 CENTRAL MALL              |      | TEXARKANA       |       | TX |     |  | 75503 | 
|MHOOD       |  |          | 1924 |  |      | CENTRAL       |      | PORT ARTHUR     |       | TX |      | Warmack & Company               |                | 3100 HIGHWAY 365              |      | PORT ARTHUR     |       | TX |     |  | 77642 | 
|MHOOD       |  |          | 1925 |  |      | CROSSROADS    |      | PORTAGE         |       | MI |      | General Growth                  |                | 6650 S WESTNEDGE              |      | PORTAGE         |       | MI |     |  | 49024 | 
|MHOOD       |  |          | 1926 |  |      | ISSAQUAH      |      | ISSAQUAH        |       | WA |      | Madison Marquette               |                | 775 GILMAN NW BLVD            |      | ISSAQUAH        |       | WA |     |  | 98027 | 
|MHOOD       |  |          | 1927 |  |      | LA CUMBRE     |      | SANTA BARBARA   |       | CA |      | Macerich                        |                | 121 SOUTH HOPE AVENUE         |      | SANTA BARBARA   |       | CA |     |  | 93105 | 
|MHOOD       |  |          | 1928 |  |      | ROGUE VALLEY  |      | MEDFORD         |       | OR |      | General Growth                  |                | 1600 NORTH RIVERSIDE          |      | MEDFORD         |       | OR |     |  | 97501 | 





---

Mothers Work, Inc.

Obligors

Store List



|            |  |          |      |  |      |              |      |                   |       |    |      |                                 |                |                               |      |                   |       |    |     |  |       | 
|----------- |  | -------- | ---- |  | ---- | ------------ | ---- | ----------------- | ----- | -- | ---- | ------------------------------- | -------------- | ----------------------------- | ---- | ----------------- | ----- | -- | --- |  | ----- | 
|Motherswork |  | Landlord |     
|Division    |  | STR#     |      |  | Name |              | City |                   | State |    | Name |                                 | Street Address |                               | City |                   | State |    | Zip | 
|MHOOD       |  |          | 1932 |  |      | BUENA PK     |      | BUENA PARK        |       | CA |      | Festivals Companies             |                | 8340 ON THE MALL              |      | BUENA PARK        |       | CA |     |  | 90620 | 
|MHOOD       |  |          | 1933 |  |      | COLLEGE      |      | BLOOMINGTON       |       | IN |      | Simon                           |                | 2826 E THIRD STREET           |      | BLOOMINGTON       |       | IN |     |  | 47401 | 
|MHOOD       |  |          | 1934 |  |      | SAN DIMAS    |      | SAN DIMAS         |       | CA |      | Pan Pacific Retail Properties   |                | 844B ARROW HIGHWAY            |      | SAN DIMAS         |       | CA |     |  | 91773 | 
|MHOOD       |  |          | 1935 |  |      | LAKEWD       |      | LAKEWOOD          |       | WA |      | MBK Northwest                   |                | 5605 LAKEWOOD TWN CTR BLVD SW |      | LAKEWOOD          |       | WA |     |  | 98499 | 
|MHOOD       |  |          | 1936 |  |      | STONEWD      |      | DOWNEY            |       | CA |      | Macerich                        |                | 159 STONEWOOD STREET          |      | DOWNEY            |       | CA |     |  | 90241 | 
|MHOOD       |  |          | 1937 |  |      | CHERRY HLS   |      | GREENWOOD VILLAGE |       | CO |      | Principal Real Estate Investors |                | 5910 S UNIVERSITY BLVD        |      | GREENWOOD VILLAGE |       | CO |     |  | 80121 | 
|MHOOD       |  |          | 1938 |  |      | EASTWD       |      | NILES             |       | OH |      | Cafaro                          |                | 5555 YOUNGSTOWN-WARREN ROAD   |      | NILES             |       | OH |     |  | 44446 | 
|MHOOD       |  |          | 1940 |  |      | CAMP CRK     |      | EAST POINT        |       | GA |      | North American Properties       |                | 3610 MARKETPLACE BLVD         |      | EAST POINT        |       | GA |     |  | 30344 | 
|MHOOD       |  |          | 1941 |  |      | LYCOMING     |      | PENNSDALE         |       | PA |      | PREIT                           |                | 300 LYCOMING MALL CIRCLE      |      | PENNSDALE         |       | PA |     |  | 17756 | 
|MHOOD       |  |          | 1942 |  |      | RIVERDALE    |      | COON RAPIDS       |       | MN |      | Developers Diversified          |                | 12764 RIVERDALE BLVD          |      | COON RAPIDS       |       | MN |     |  | 55448 | 
|MHOOD       |  |          | 1943 |  |      | WIREGRASS    |      | DOTHAN            |       | AL |      | PREIT                           |                | 900 COMMONS DRIVE             |      | DOTHAN            |       | AL |     |  | 36303 | 
|MHOOD       |  |          | 1944 |  |      | E 125TH      |      | NEW YORK          |       | NY |      | Gotham                          |                | 163 EAST 125TH STREET         |      | NEW YORK          |       | NY |     |  | 10035 | 
|MHOOD       |  |          | 1945 |  |      | NORTHGATE    |      | SEATTLE CITY      |       | WA |      | Simon                           |                | 401 NORTHEAST NORTHGATE WAY   |      | SEATTLE CITY      |       | WA |     |  | 98125 | 
|MHOOD       |  |          | 1946 |  |      | CENTRAL      |      | LAWTON            |       | OK |      | Warmack & Company               |                | 3RD ST & C AVE                |      | LAWTON            |       | OK |     |  | 73501 | 
|MHOOD       |  |          | 1947 |  |      | MANASSAS     |      | MANASSAS          |       | VA |      | Vornado                         |                | 8300 SUDLEY                   |      | MANASSAS          |       | VA |     |  | 20109 | 
|MHOOD       |  |          | 1948 |  |      | PECANLND     |      | MONROE            |       | LA |      | General Growth                  |                | 4700 MILLHAVEN ROAD           |      | MONROE            |       | LA |     |  | 71201 | 
|MHOOD       |  |          | 1949 |  |      | VALLE VISTA  |      | HARLINGEN         |       | TX |      | Simon                           |                | 2000 SOUTH EXPRESSWAY 83      |      | HARLINGEN         |       | TX |     |  | 78552 | 
|MHOOD       |  |          | 1950 |  |      | PLEASANT RN  |      | CEDAR HILL        |       | TX |      | Weber & Company                 |                | 715 NORTH HWY 67              |      | CEDAR HILL        |       | TX |     |  | 75104 | 
|MHOOD       |  |          | 1951 |  |      | CHICO        |      | CHICO             |       | CA |      | Jones Lang LaSalle              |                | 1950 E 20TH STREET            |      | CHICO             |       | CA |     |  | 95928 | 
|MHOOD       |  |          | 1952 |  |      | C GRAND      |      | MYRTLE BEACH      |       | SC |      | CBL                             |                | 1906 COASTAL GRAND CIRCLE     |      | MYRTLE BEACH      |       | SC |     |  | 29577 | 
|MHOOD       |  |          | 1954 |  |      | ALEXANDRIA   |      | ALEXANDRIA        |       | LA |      | Radian partners LLC             |                | 3437 MASONIC DRIVE            |      | ALEXANDRIA        |       | LA |     |  | 71301 | 
|MHOOD       |  |          | 1956 |  |      | FAIRWAY      |      | PASADENA          |       | TX |      | Kimco                           |                | 5576 FAIRMOUNT PKWY           |      | PASADENA          |       | TX |     |  | 77502 | 
|MHOOD       |  |          | 1957 |  |      | FOX HILLS    |      | CULVER CITY       |       | CA |      | Westfield                       |                | 128 FOX HILLS MALL            |      | CULVER CITY       |       | CA |     |  | 90230 | 
|MHOOD       |  |          | 1958 |  |      | MEYERLND     |      | HOUSTON           |       | TX |      | Ronus Properties                |                | 722 MEYERLAND PLAZA           |      | HOUSTON           |       | TX |     |  | 77096 | 
|MHOOD       |  |          | 1959 |  |      | VALLEY       |      | UNION GAP         |       | WA |      | Center Investments              |                | 2529 MAIN STREET              |      | UNION GAP         |       | WA |     |  | 98903 | 
|MHOOD       |  |          | 1960 |  |      | INLAND       |      | SAN BERNARDINO    |       | CA |      | Macerich                        |                | 500 INLAND CENTER DRIVE       |      | SAN BERNARDINO    |       | CA |     |  | 92408 | 
|MHOOD       |  |          | 1968 |  |      | DENTON       |      | DENTON            |       | TX |      | Orix Hunt Development           |                | 1800 S LOOP 288               |      | DENTON            |       | TX |     |  | 76205 | 
|MHOOD       |  |          | 1969 |  |      | PARK PL      |      | VISALIA           |       | CA |      | Paynter Realty Investments      |                | 2226 S MOONEY BLVD            |      | VISALIA           |       | CA |     |  | 93277 | 
|MHOOD       |  |          | 1972 |  |      | 526 86TH     |      | BROOKLYN          |       | NY |      | Dubow                           |                | 526 86TH STREET               |      | BROOKLYN          |       | NY |     |  | 11209 | 
|MHOOD       |  |          | 1974 |  |      | GEORGIA SQ   |      | ATHENS            |       | GA |      | CBL                             |                | 3700 ATLANTA HWY              |      | ATHENS            |       | GA |     |  | 30606 | 
|MHOOD       |  |          | 1977 |  |      | JEFFERSON    |      | LOUISVILLE        |       | KY |      | CBL                             |                | 4801-B302 OUTER LOOP RD       |      | LOUISVILLE        |       | KY |     |  | 40219 | 
|MHOOD       |  |          | 1982 |  |      | ANIMAS       |      | FARMINGTON        |       | NM |      | General Growth                  |                | 4601 E MAIN STREET            |      | FARMINGTON        |       | NM |     |  | 87402 | 
|MHOOD       |  |          | 1983 |  |      | CACHE VAL    |      | LOGAN             |       | UT |      | General Growth                  |                | 1300 N MAIN STREET            |      | LOGAN             |       | UT |     |  | 84341 | 
|MHOOD       |  |          | 1984 |  |      | EASTRIDGE    |      | CASPER            |       | WY |      | General Growth                  |                | 601 SE WYOMING BLVD           |      | CASPER            |       | WY |     |  | 82609 | 
|MHOOD       |  |          | 1986 |  |      | PARK PL      |      | TUCSON            |       | AZ |      | General Growth                  |                | 5870 EAST BROADWAY            |      | TUCSON            |       | AZ |     |  | 85711 | 
|MHOOD       |  |          | 1987 |  |      | RED CLIFFS   |      | ST. GEORGE        |       | UT |      | General Growth                  |                | 1770 W REDCLIFFS DRIVE        |      | ST. GEORGE        |       | UT |     |  | 84790 | 
|MHOOD       |  |          | 1988 |  |      | WESTLAND     |      | WESTLAND          |       | MI |      | Jones Lang LaSalle              |                | 35000 W WARREN ROAD           |      | WESTLAND          |       | MI |     |  | 48185 | 
|MHOOD       |  |          | 1990 |  |      | SHERMAN      |      | SHERMAN           |       | TX |      | Urban                           |                | 4176 TOWN CENTER STREET       |      | SHERMAN           |       | TX |     |  | 75091 | 
|MHOOD       |  |          | 1991 |  |      | APPLE BLSM   |      | WINCHESTER        |       | VA |      | Simon                           |                | 1850 APPLE BLOSSOM DRIVE      |      | WINCHESTER        |       | VA |     |  | 22601 | 
|MHOOD       |  |          | 1995 |  |      | MESA         |      | GRAND JUNCTION    |       | CO |      | Macerich                        |                | 2424 US HWY 6 & 50            |      | GRAND JUNCTION    |       | CO |     |  | 81505 | 
|MHOOD       |  |          | 1998 |  |      | BRICKYD      |      | CHICAGO           |       | IL |      | Inland Western REIT             |                | 2620 N NARRGANSET STREET      |      | CHICAGO           |       | IL |     |  | 60639 | 
|MHOOD       |  |          | 4001 |  |      | MAGIC VAL    |      | TWIN FALLS        |       | ID |      | Jones Lang LaSalle              |                | 1485 POLELINE RD EAST         |      | TWIN FALLS        |       | ID |     |  | 83301 | 
|MHOOD       |  |          | 4013 |  |      | GATEWAY      |      | WEST HOLLYWOOD    |       | CA |      | J H Snyder                      |                | 7100 SANTA MONICA BLVD        |      | WEST HOLLYWOOD    |       | CA |     |  | 90046 | 
|MHOOD       |  |          | 4027 |  |      | Main St (CA) |      | WALNUT CREEK      |       | CA |      | Cortese Investment              |                | 1551 BOTHELO DRIVE            |      | WALNUT CREEK      |       | CA |     |  | 94598 | 
|MHOOD       |  |          | 4083 |  |      | South Center |      | SEATTLE           |       | WA |      | Westfield                       |                | 1018 SOUTH CENTER MALL        |      | SEATTLE           |       | WA |     |  | 98188 | 
|MHOOD       |  |          | 4093 |  |      | Clock Tower  |      | OMAHA             |       | NE |      | Lund Company                    |                | 629 NORTH 98TH STREET         |      | OMAHA             |       | NE |     |  | 68114 | 
|MHOOD       |  |          | 4099 |  |      | Pk Meadows   |      | LITTLETON         |       | CO |      | General Growth                  |                | 8405 PARK MEADOWS CNTR DR     |      | LITTLETON         |       | CO |     |  | 80124 | 
|MHOOD       |  |          | 4114 |  |      | Pentagon     |      | ARLINGTON         |       | VA |      | Simon                           |                | 1100 S HAYNES STREET          |      | ARLINGTON         |       | VA |     |  | 22202 | 
|MHOOD       |  |          | 4133 |  |      | EASTPT       |      | BALTIMORE         |       | MD |      | Shopco Advisory                 |                | 7839 EASTPOINT MALL           |      | BALTIMORE         |       | MD |     |  | 21224 | 





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Mothers Work, Inc.

Obligors

Store List



|            |  |          |      |  |      |               |      |                 |       |    |      |                                   |                |                              |      |                 |       |    |     |  |        | 
|----------- |  | -------- | ---- |  | ---- | ------------- | ---- | --------------- | ----- | -- | ---- | --------------------------------- | -------------- | ---------------------------- | ---- | --------------- | ----- | -- | --- |  | ------ | 
|Motherswork |  | Landlord |     
|Division    |  | STR#     |      |  | Name |               | City |                 | State |    | Name |                                   | Street Address |                              | City |                 | State |    | Zip | 
|MHOOD       |  |          | 4134 |  |      | LUFKIN        |      | LUFKIN          |       | TX |      | North Shore Preoperties           |                | 4600 S MEDFORD DRIVE         |      | LUFKIN          |       | TX |     |  | 75901  | 
|MHOOD       |  |          | 4135 |  |      | VIERRA        |      | MELBOURNE       |       | FL |      | Cousins                           |                | 2221-2261 TOWN CENTER AVE    |      | MELBOURNE       |       | FL |     |  | 32940  | 
|MHOOD       |  |          | 4141 |  |      | REGENCY       |      | FLORENCE        |       | AL |      | HS Florence                       |                | 301 COX CREEK BLVD           |      | FLORENCE        |       | AL |     |  | 35630  | 
|MHOOD       |  |          | 4145 |  |      | RIMROCK       |      | BILLINGS        |       | MT |      | Macerich                          |                | 300 S 24TH STREET W          |      | BILLINGS        |       | MT |     |  | 59102  | 
|MHOOD       |  |          | 4146 |  |      | YUMA          |      | YUMA            |       | AZ |      | WDP Partners                      |                | 1401 YUMA PALMS PKWY         |      | YUMA            |       | AZ |     |  | 85364  | 
|MHOOD       |  |          | 4149 |  |      | WAUSAU        |      | WAUSAU          |       | WI |      | CBL                               |                | WAUSAU CENTER                |      | WAUSAU          |       | WI |     |  | 54403  | 
|MHOOD       |  |          | 4150 |  |      | SIKES         |      | WICHITA FALLS   |       | TX |      | General Growth                    |                | 3111 MIDWESTERN PARKWAY      |      | WICHITA FALLS   |       | TX |     |  | 76308  | 
|MHOOD       |  |          | 4156 |  |      | REGENCY       |      | RACINE          |       | WI |      | CBL                               |                | 5538 DURAND AVENUE           |      | RACINE          |       | WI |     |  | 53406  | 
|MHOOD       |  |          | 4161 |  |      | JHNSN CTY     |      | JOHNSON CITY    |       | TN |      | Glimcher                          |                | 2011 N ROAN STREET           |      | JOHNSON CITY    |       | TN |     |  | 37601  | 
|MHOOD       |  |          | 4164 |  |      | FAYETTE       |      | LEXINGTON       |       | KY |      | CBL                               |                | 3401 NICHOLASVILLE ROAD      |      | LEXINGTON       |       | KY |     |  | 40503  | 
|MHOOD       |  |          | 4172 |  |      | IMPERIAL      |      | EL CENTRO       |       | CA |      | CBL                               |                | 3451 DOGWOOD ROAD            |      | EL CENTRO       |       | CA |     |  | 92243  | 
|MHOOD       |  |          | 4193 |  |      | EASTRDGE      |      | SAN JOSE        |       | CA |      | General Growth                    |                | 2200 EASTRIDGE LOOP          |      | SAN JOSE        |       | CA |     |  | 95122  | 
|MHOOD       |  |          | 4194 |  |      | SOUTHVN       |      | SOUTHAVEN       |       | MS |      | CBL & Associates                  |                | 6517 TOWNE CENTER CROSSING   |      | SOUTHAVEN       |       | MS |     |  | 38671  | 
|MHOOD       |  |          | 4198 |  |      | TYRONE SQ     |      | ST. PETERSBURG  |       | FL |      | Simon Property Group              |                | 6901 22ND AVENUE NORTH       |      | ST. PETERSBURG  |       | FL |     |  | 33710  | 
|MHOOD       |  |          | 4201 |  |      | LKEPRT COM    |      | SIOUX CITY      |       | IA |      | Lakeport Commons LLC              |                | 5001 SERGEANT ROAD           |      | SIOUX CITY      |       | IA |     |  | 51106  | 
|MHOOD       |  |          | 4204 |  |      | COMM DR       |      | NEW HARTFORD    |       | NY |      | Cameron Group                     |                | 4628 COMMERCIAL DRIVE        |      | NEW HARTFORD    |       | NY |     |  | 13413  | 
|MHOOD       |  |          | 4205 |  |      | ROSEDALE      |      | ROSEVILLE       |       | MN |      | Jones Lang LaSalle                |                | 111 ROSEDALE CENTER          |      | ROSEVILLE       |       | MN |     |  | 55113  | 
|MHOOD       |  |          | 4209 |  |      | RIVER HLS     |      | MANKATO         |       | MN |      | General Growth                    |                | 1850 ADAMS ST                |      | MANKATO         |       | MN |     |  | 56001  | 
|MHOOD       |  |          | 4210 |  |      | COLUMBIA      |      | KENNEWICK       |       | WA |      | Simon                             |                | 1321 NORTH COLUMBIA CTR BLVD |      | KENNEWICK       |       | WA |     |  | 99336  | 
|MHOOD       |  |          | 4245 |  |      | East Ridge    |      | GASTONIA        |       | NC |      | Westfield                         |                | 246 NORTH NEW HOPE ROAD      |      | GASTONIA        |       | NC |     |  | 28054  | 
|MHOOD       |  |          | 4291 |  |      | 1#VALLEY WST  |      | WEST DES MOINES |       | IA |      | Watson Centers Inc                |                | 1551 VALLEY WEST DRIVE       |      | WEST DES MOINES |       | IA |     |  | 50266  | 
|MHOOD       |  |          | 4330 |  |      | South Hills   |      | PITTSBURG       |       | PA |      | Simon                             |                | 133 SOUTH HILLS VILLAGE      |      | PITTSBURG       |       | PA |     |  | 15241  | 
|MHOOD       |  |          | 4345 |  |      | River Gate    |      | GOODLETTSVILLE  |       | TN |      | CBL                               |                | 1000 RIVERGATE PARKWAY       |      | GOODLETTSVILLE  |       | TN |     |  | 37072  | 
|MHOOD       |  |          | 4351 |  |      | Macomb        |      | ROSEVILLE       |       | MI |      | Schostak                          |                | 32182 BEACONSFIELD           |      | ROSEVILLE       |       | MI |     |  | 48066  | 
|MHOOD       |  |          | 4358 |  |      | 1#JAY SCUTTI  |      | ROCHESTER       |       | NY |      | L&S LLC                           |                | 1000 HYLAND DRIVE            |      | ROCHESTER       |       | NY |     |  | 14623  | 
|MHOOD       |  |          | 4367 |  |      | Burnsville    |      | BURNSVILLE      |       | MN |      | CBL                               |                | 2012 BURNESVILLE CENTER      |      | BURNSVILLE      |       | MN |     |  | 55306  | 
|MHOOD       |  |          | 4368 |  |      | Savannah      |      | SAVANNAH        |       | GA |      | Faison                            |                | 14045 ABERCORN ST., #1206    |      | SAVANNAH        |       | GA |     |  | 31419  | 
|MHOOD       |  |          | 4384 |  |      | Patrick Henry |      | NEWPORT NEWS    |       | VA |      | PREIT                             |                | 12300 JEFFERSON AVE          |      | NEWPORT NEWS    |       | VA |     |  | 23602  | 
|MHOOD       |  |          | 4386 |  |      | Regency       |      | JACKSONVILLE    |       | FL |      | General Growth                    |                | 9501 ARLINTON EXPRESSWAY     |      | JACKSONVILLE    |       | FL |     |  | 32225  | 
|MHOOD       |  |          | 4391 |  |      | S Plains      |      | LUBBOCK         |       | TX |      | Macerich                          |                | 6002 SLIDE ROAD              |      | LUBBOCK         |       | TX |     |  | 79414  | 
|MHOOD       |  |          | 4394 |  |      | 1#S TOWNE     |      | SANDY           |       | UT |      | Macerich                          |                | 10450 S STATE STREET         |      | SANDY           |       | UT |     |  | 84070  | 
|MHOOD       |  |          | 4395 |  |      | Crossroads    |      | OKLAHOMA CITY   |       | OK |      | Midwest Mall Properties           |                | 7000 CROSSROADS BLVD         |      | OKLAHOMA CITY   |       | OK |     |  | 73149  | 
|MHOOD *     |  |          | 4802 |  |      | 1#RIO CAN     |      | TORONTO         |       | ON |      | Trinity Development Group         |                | 2181 STEELES AVE. WEST       |      | TORONTO         |       | ON |     |  | M3J3N5 | 
|MHOOD *     |  |          | 4804 |  |      | Merivale      |      | NEPEAN          |       | ON |      | Progency Management Inc.          |                | 1600 MERIVALE ROAD           |      | NEPEAN          |       | ON |     |  | K2G5J7 | 
|MHOOD *     |  |          | 4805 |  |      | 1#SO EDMNTN   |      | EDMONTON        |       | AB |      | Cameron Development               |                | 9765 19TH AVE NW             |      | EDMONTON        |       | AB |     |  | T6N1N5 | 
|MHOOD *     |  |          | 4808 |  |      | W EDMONTN     |      | EDMONTON        |       | AB |      | West Edmonton Mall Properties Inc |                | 8882 170TH STREET            |      | EDMONTON        |       | AB |     |  | T5T4M2 | 
|MHOOD *     |  |          | 4811 |  |      | GUILDFD       |      | SURREY          |       | BC |      | Ivanhoe Cambridge                 |                | 104TH AVE & 152ND ST         |      | SURREY          |       | BC |     |  | V3R7C1 | 
|MHOOD *     |  |          | 4812 |  |      | SQ ONE        |      | MISSISSAUGA     |       | ON |      | OMERS Realty Management Corp.     |                | 100 CITY CENTER DRIVE        |      | MISSISSAUGA     |       | ON |     |  | L5B2C9 | 
|MHOOD *     |  |          | 4813 |  |      | EATON         |      | TORONTO         |       | ON |      | Cadillac Fairview                 |                | 218 YONGE STREET             |      | TORONTO         |       | ON |     |  | M5B2H6 | 
|MHOOD *     |  |          | 4814 |  |      | CARREFOUR     |      | LAVAL           |       | PQ |      | Cadillac Fairview                 |                | 3035 BOULEVARD LE CARREFOUR  |      | LAVAL           |       | PQ |     |  | H7T1C7 | 
|MHOOD *     |  |          | 4815 |  |      | ST. BRUNO     |      | ST. BRUNO       |       | PQ |      | Cadillac Fairview                 |                | 273 BLVD DES PROMENADES      |      | ST. BRUNO       |       | PQ |     |  | J3V5K3 | 
|MHOOD *     |  |          | 4816 |  |      | ST.LAURENT    |      | OTTAWA          |       | ON |      | Morguard REIT                     |                | 1200 ST. LAURENT BLVD        |      | OTTAWA          |       | ON |     |  | K1K3B5 | 
|MHOOD *     |  |          | 4817 |  |      | GREEN LN      |      | NEWMARKET       |       | ON |      | Trinity Development Group         |                | 18166 YONGE ST, UNIT A8      |      | NEWMARKET       |       | ON |     |  | L3Y4V8 | 
|MHOOD *     |  |          | 4820 |  |      | PEN CTR       |      | ST.CATHARINES   |       | ON |      | 20 Vic Management                 |                | 221 GLENDALE AVENUE          |      | ST.CATHARINES   |       | ON |     |  | L2T2K9 | 
|MHOOD *     |  |          | 4821 |  |      | KINGFISHER    |      | HAMILTON        |       | ON |      | Equitable Life                    |                | 920 UPPER WENTWORTH STREET   |      | HAMILTON        |       | ON |     |  | L9A4Y6 | 
|MHOOD *     |  |          | 4822 |  |      | PICKERING     |      | PICKERING       |       | ON |      | 20 Vic Management                 |                | 13555 KINGSTON ROAD          |      | PICKERING       |       | ON |     |  | L1V1B8 | 
|MHOOD *     |  |          | 4823 |  |      | AVALON        |      | ST. JOHNS       |       | NF |      | Crombie Properties                |                | 48 KENMOUNT ROAD             |      | ST. JOHNS       |       | NF |     |  | A1N5C8 | 
|MHOOD *     |  |          | 4824 |  |      | ORCH PK       |      | KELOWNA         |       | BC |      | Inland Commercial                 |                | 2271 HARVEY AVENUE           |      | KELOWNA         |       | BC |     |  | V1Y6H2 | 
|MHOOD *     |  |          | 4825 |  |      | N CITY        |      | EDMONTON        |       | AB |      | Greystone Properties              |                | 13246 137TH AVENUE           |      | EDMONTON        |       | AB |     |  | T5L4Z6 | 





---

Mothers Work, Inc.

Obligors

Store List



|            |  |          |      |  |      |              |      |                  |       |    |      |                                     |                |                                 |      |                  |       |    |     |  |         | 
|----------- |  | -------- | ---- |  | ---- | ------------ | ---- | ---------------- | ----- | -- | ---- | ----------------------------------- | -------------- | ------------------------------- | ---- | ---------------- | ----- | -- | --- |  | ------- | 
|Motherswork |  | Landlord |     
|Division    |  | STR#     |      |  | Name |              | City |                  | State |    | Name |                                     | Street Address |                                 | City |                  | State |    | Zip | 
|MHOOD *     |  |          | 4826 |  |      | BENTALL      |      | KITCHENER        |       | ON |      | First Capital (Fairway) Corporation |                | 655 FAIRWAY ROAD                |      | KITCHENER        |       | ON |     |  | N2C1X4  | 
|MHOOD *     |  |          | 4827 |  |      | HALIFAX      |      | HALIFAX          |       | NS |      | 20 Vic Management                   |                | 7001 MUMFORD ROAD               |      | HALIFAX          |       | NS |     |  | B3L2H8  | 
|MHOOD *     |  |          | 4828 |  |      | WELLNGTN     |      | LONDON           |       | ON |      | Bentall Retail Services             |                | 1230 WELLINGTON ROAD            |      | LONDON           |       | ON |     |  | N6E1M3  | 
|MHOOD *     |  |          | 4829 |  |      | PK ROYAL     |      | WEST VANCOUVER   |       | BC |      | Park Royal Holdings                 |                | 940 MAIN STREET - B3            |      | WEST VANCOUVER   |       | BC |     |  | V7T2W4  | 
|MHOOD *     |  |          | 4831 |  |      | MONCTON      |      | MONCTON          |       | NB |      | Plaza Group                         |                | 35-45 PLAZA BLVD                |      | MONCTON          |       | NB |     |  | E1C0E8  | 
|MHOOD *     |  |          | 4832 |  |      | STHLND       |      | REGINA           |       | SK |      | RioCan Properties                   |                | 2965 GORDON ROAD                |      | REGINA           |       | SK |     |  | S4S6H7  | 
|MHOOD *     |  |          | 4833 |  |      | COQTLAM      |      | COQUITLAM        |       | BC |      | Morguard Investments                |                | 2929 BARNET HIGHWAY             |      | COQUITLAM        |       | BC |     |  | V3B5R5  | 
|MHOOD *     |  |          | 4835 |  |      | 4TH AVE      |      | VANCOUVER        |       | BC |      | D.V.&D Enterprises                  |                | 2146-2148 W 4TH AVENUE          |      | VANCOUVER        |       | BC |     |  | V6E4M3  | 
|MHOOD *     |  |          | 4836 |  |      | YORKDALE     |      | TORONTO          |       | ON |      | OMERS Realty Management Corp.       |                | 1 YORKDALE ROAD                 |      | TORONTO          |       | ON |     |  | M6A3A1. | 
|MHOOD *     |  |          | 4837 |  |      | MILLENIUM    |      | SUDBURY          |       | ON |      | Trinity Development Group           |                | 110 DONNA DRIVE                 |      | SUDBURY          |       | ON |     |  | P3B4K5  | 
|MHOOD *     |  |          | 4838 |  |      | MIDTOWN      |      | SASKATOON        |       | SK |      | Oxford Retail Group                 |                | 1ST AVENUE & 21ST STREET        |      | SASKATOON        |       | SK |     |  | S7K1J9  | 
|MHOOD *     |  |          | 4839 |  |      | KENASTN      |      | WINNIPEG         |       | MB |      | CALLOWAY REIT - WINNIPEG SW         |                | 1539 KENASTON BLVD              |      | WINNIPEG         |       | MB |     |  | R3P2N3  | 
|MHOOD *     |  |          | 4840 |  |      | NTHLND       |      | CALGARY          |       | AB |      | Oxford Retail Group                 |                | 5111 NORTHLAND DRIVE NW         |      | CALGARY          |       | AB |     |  | T2L2J8  | 
|MHOOD *     |  |          | 4841 |  |      | SUNRIDGE     |      | CALGARY          |       | AB |      | Ivanhoe Cambridge                   |                | 2525-36TH STREET NE             |      | CALGARY          |       | AB |     |  | T1Y5T4  | 
|MIMI        |  |          | 7    |  |      | #S COAST     |      | COSTA MESA       |       | CA |      | Segerstrom                          |                | 405 AND BRISTOL                 |      | COSTA MESA       |       | CA |     |  | 92626   | 
|MIMI        |  |          | 37   |  |      | MONTGOMERY   |      | BETHESDA         |       | MD |      | Westfield                           |                | 7107 DEMOCRACY BLVD             |      | BETHESDA         |       | MD |     |  | 20817   | 
|MIMI        |  |          | 47   |  |      | CNTRYCITY    |      | LOS ANGELES      |       | CA |      | Westfield                           |                | 10250 SANTA MONICA BLVD.        |      | LOS ANGELES      |       | CA |     |  | 90067   | 
|MIMI        |  |          | 63   |  |      | WATETOWER    |      | CHICAGO          |       | IL |      | General Growth                      |                | 835 N MICHIGAN AVENUE           |      | CHICAGO          |       | IL |     |  | 60611   | 
|MIMI        |  |          | 67   |  |      | LAKESIDE     |      | METAIRE          |       | LA |      | Lakeside Mall LP                    |                | 3301 VETERANS MEMORIAL          |      | METAIRE          |       | LA |     |  | 70002   | 
|MIMI        |  |          | 73   |  |      | 12 OAKS      |      | NOVI             |       | MI |      | Taubman                             |                | 27740 NOVI ROAD                 |      | NOVI             |       | MI |     |  | 48377   | 
|MIMI        |  |          | 126  |  |      | TOWN CNTR    |      | LEAWOOD          |       | KS |      | Developers Diversified              |                | 4824 W 119TH STREET             |      | LEAWOOD          |       | KS |     |  | 66209   | 
|MIMI        |  |          | 161  |  |      | OXMOOR       |      | LOUISVILLE       |       | KY |      | David Hocker                        |                | 7900 SHELBYVILLE RD             |      | LOUISVILLE       |       | KY |     |  | 40222   | 
|MIMI        |  |          | 165  |  |      | 1#GRDN CTY   |      | CRANSTON         |       | RI |      | General Growth                      |                | 14 HILLSIDE ROAD                |      | CRANSTON         |       | RI |     |  | 02920   | 
|MIMI        |  |          | 200  |  |      | 1PACIFIC     |      | OMAHA            |       | NE |      | CB Richard Ellis                    |                | 10321 PACIFIC STREET            |      | OMAHA            |       | NE |     |  | 68114   | 
|MIMI        |  |          | 213  |  |      | SUMMIT       |      | BIRMINGHAM       |       | AL |      | Bayer Properties                    |                | 111 SUMMIT BLVD                 |      | BIRMINGHAM       |       | AL |     |  | 35243   | 
|MIMI        |  |          | 803  |  |      | BURLINGTON   |      | BURLINGTON       |       | MA |      | Simon                               |                | MIDDLESEX TURNPIKE              |      | BURLINGTON       |       | MA |     |  | 01803   | 
|MIMI        |  |          | 809  |  |      | 1#PIONEER    |      | PORTLAND         |       | OR |      | General Growth                      |                | 700 SW 5TH AVENUE               |      | PORTLAND         |       | OR |     |  | 97204   | 
|MIMI        |  |          | 821  |  |      | 1#WHT FLINT  |      | N. BETHESDA      |       | MD |      | Lerner                              |                | 11301 ROCKVILLE PIKE            |      | N. BETHESDA      |       | MD |     |  | 20895   | 
|MIMI        |  |          | 824  |  |      | ROOSELVLT    |      | GARDEN CITY      |       | NY |      | Simon                               |                | GLEN COVE RD. & OLD COUNTRY RD. |      | GARDEN CITY      |       | NY |     |  | 11530   | 
|MIMI        |  |          | 826  |  |      | WAL CREEK    |      | WALNUT CREEK     |       | CA |      | Macerich                            |                | 2 BROADWAY LANE                 |      | WALNUT CREEK     |       | CA |     |  | 94596   | 
|MIMI        |  |          | 830  |  |      | ARDN FAIR    |      | SACRAMENTO       |       | CA |      | Macerich                            |                | 1689 ARDEN WAY                  |      | SACRAMENTO       |       | CA |     |  | 95815   | 
|MIMI        |  |          | 841  |  |      | GALLERIA     |      | MT. LEBANON      |       | PA |      | Continental Galleria                |                | 1500 WASHINGTON RD.             |      | MT. LEBANON      |       | PA |     |  | 15228   | 
|MIMI        |  |          | 845  |  |      | GATEWAY      |      | SALT LAKE CITY   |       | UT |      | Inland Southwest Management         |                | 51 SOUTH RIO GRANDE             |      | SALT LAKE CITY   |       | UT |     |  | 84101   | 
|MIMI        |  |          | 846  |  |      | WOODFIELD    |      | SCHAUMBURG       |       | IL |      | Taubman                             |                | WOODFIELD MALL                  |      | SCHAUMBURG       |       | IL |     |  | 60173   | 
|MIMI        |  |          | 855  |  |      | M WESTPORT   |      | WESTPORT         |       | CT |      | Drew Friedman Real Estate           |                | 36 MAIN STREET                  |      | WESTPORT         |       | CT |     |  | 06880   | 
|MIMI        |  |          | 876  |  |      | LENOX        |      | ATLANTA          |       | GA |      | Simon                               |                | 3393 PEACHTREE RD. N.E.         |      | ATLANTA          |       | GA |     |  | 30326   | 
|MIMI        |  |          | 906  |  |      | CORTE MADERA |      | CORTE MADERA     |       | CA |      | Macerich                            |                | 1514 REDWOOD HIGHWAY            |      | CORTE MADERA     |       | CA |     |  | 94925   | 
|MIMI        |  |          | 909  |  |      | MAZZA        |      | WASHINGTON       |       | DC |      | Urban                               |                | 5300 WISCONSIN AVE. N.W.        |      | WASHINGTON       |       | DC |     |  | 20015   | 
|MIMI        |  |          | 912  |  |      | WHEATON      |      | WHEATON          |       | IL |      | Wheaton Town Square Associates      |                | 101 TOWN SQUARE                 |      | WHEATON          |       | IL |     |  | 60187   | 
|MIMI        |  |          | 913  |  |      | GRN HILLS    |      | NASHVILLE        |       | TN |      | David Street Land Company           |                | 2126 ABBOTT MARTIN ROAD         |      | NASHVILLE        |       | TN |     |  | 37215   | 
|MIMI        |  |          | 914  |  |      | UTICA        |      | TULSA            |       | OK |      | Helmerich & Payne Properties Inc.   |                | 1726 UTICA SQUARE               |      | TULSA            |       | OK |     |  | 74114   | 
|MIMI        |  |          | 918  |  |      | W HART       |      | WEST HARTFORD    |       | CT |      | RLM Co                              |                | 971 A FARMINGTON AVE.           |      | WEST HARTFORD    |       | CT |     |  | 06107   | 
|MIMI        |  |          | 949  |  |      | STAMFORD     |      | STAMFORD         |       | CT |      | Taubman                             |                | 100 GREYROCK PLACE              |      | STAMFORD         |       | CT |     |  | 06901   | 
|MIMI        |  |          | 972  |  |      | ARBORETUM    |      | AUSTIN           |       | TX |      | Simon                               |                | 10000 RESEARCH BLVD.            |      | AUSTIN           |       | TX |     |  | 78759   | 
|MIMI        |  |          | 973  |  |      | PENN SQ      |      | OKLAHOMA CITY    |       | OK |      | Simon                               |                | 1901 NORTHWEST EXPRESSWAY       |      | OKLAHOMA CITY    |       | OK |     |  | 73118   | 
|MIMI        |  |          | 1035 |  |      | WILLWBRK     |      | WAYNE            |       | NJ |      | General Growth                      |                | 1820 WILLOWBROOK MALL           |      | WAYNE            |       | NJ |     |  | 07470   | 
|MIMI        |  |          | 1036 |  |      | HOUSTON GALL |      | HOUSTON          |       | TX |      | Simon                               |                | 5135 WEST ALABAMA               |      | HOUSTON          |       | TX |     |  | 77056   | 
|MIMI        |  |          | 1049 |  |      | WESTLAKE     |      | WESTLAKE VILLAGE |       | CA |      | Caruso Affiliated Holdings          |                | 100 PROMENADE WAY               |      | WESTLAKE VILLAGE |       | CA |     |  | 91362   | 
|MIMI        |  |          | 1100 |  |      | COLUMBIA     |      | COLUMBIA         |       | MD |      | General Growth                      |                | 10300 LITTLE PATUXENT PWKY      |      | COLUMBIA         |       | MD |     |  | 21044   | 





---

Mothers Work, Inc.

Obligors

Store List



|            |  |          |      |  |      |              |      |                    |       |    |      |                              |                |                             |      |                    |       |    |     |  |       | 
|----------- |  | -------- | ---- |  | ---- | ------------ | ---- | ------------------ | ----- | -- | ---- | ---------------------------- | -------------- | --------------------------- | ---- | ------------------ | ----- | -- | --- |  | ----- | 
|Motherswork |  | Landlord |     
|Division    |  | STR#     |      |  | Name |              | City |                    | State |    | Name |                              | Street Address |                             | City |                    | State |    | Zip | 
|MIMI        |  |          | 1105 |  |      | EASTWD       |      | LANSING            |       | MI |      | Inland Northwest Mgmt. Corp. |                | 3008 TOWN CENTER BLVD       |      | LANSING            |       | MI |     |  | 48912 | 
|MIMI        |  |          | 1107 |  |      | BURLINGAME   |      | BURLINGAME         |       | CA |      | Jaiswol Bagolbond            |                | 1350 BURLINGAME AVENUE      |      | BURLINGAME         |       | CA |     |  | 94010 | 
|MIMI        |  |          | 1108 |  |      | TANASBRNE    |      | HILLSBORO          |       | OR |      | Continental Realty           |                | 2135 NW ALLIE AVENUE        |      | HILLSBORO          |       | OR |     |  | 97124 | 
|MIMI        |  |          | 1110 |  |      | MALL OF LA   |      | BATON ROUGE        |       | LA |      | Jim Wilson                   |                | 6401 BLUEBONNET BLVD        |      | BATON ROUGE        |       | LA |     |  | 70836 | 
|MIMI        |  |          | 1111 |  |      | GENEVA       |      | GENEVA             |       | IL |      | Geneva Retail Company        |                | 1440 COMMONS DRIVE          |      | GENEVA             |       | IL |     |  | 60134 | 
|MIMI        |  |          | 1112 |  |      | FAIRFAX      |      | FAIRFAX            |       | VA |      | Peterson Companies           |                | 11943 GRAND COMMONS AVE     |      | FAIRFAX            |       | VA |     |  | 22030 | 
|MIMI        |  |          | 1113 |  |      | PALISADES    |      | WEST NYACK         |       | NY |      | Pyramid                      |                | 2780 PALISADES CENTER DRIVE |      | WEST NYACK         |       | NY |     |  | 10994 | 
|MIMI        |  |          | 1119 |  |      | PARK PLAZA   |      | LITTLE ROCK        |       | AR |      | CBL                          |                | 6000 W MARKHAM STREET       |      | LITTLE ROCK        |       | AR |     |  | 72205 | 
|MIMI        |  |          | 1120 |  |      | BARTON CRK   |      | AUSTIN             |       | TX |      | Simon                        |                | 2901 CAPITAL OF TEXAS HWY   |      | AUSTIN             |       | TX |     |  | 78746 | 
|MIMI        |  |          | 1124 |  |      | LA ENCANTADA |      | TUCSON             |       | AZ |      | Macerich                     |                | 2905 EAST SKYLINE DRIVE     |      | TUCSON             |       | AZ |     |  | 85718 | 
|MIMI        |  |          | 1125 |  |      | PKWY PL      |      | HUNTSVILLE         |       | AL |      | Colonial Property            |                | 2801 MEMORIAL PKWY S        |      | HUNTSVILLE         |       | AL |     |  | 35801 | 
|MIMI        |  |          | 1126 |  |      | EDGEWTR      |      | EDGEWATER          |       | NJ |      | Rreef America                |                | 64 THE PROMENADE, BLDG 500  |      | EDGEWATER          |       | NJ |     |  | 07020 | 
|MIMI        |  |          | 1128 |  |      | WOLFCHASE    |      | MEMPHIS            |       | TN |      | Simon                        |                | 2760 N GERMANTOWN PKWY      |      | MEMPHIS            |       | TN |     |  | 38133 | 
|MIMI        |  |          | 1130 |  |      | E BROAD      |      | WESTFIELD          |       | NJ |      | Denton 200 LLC               |                | 200 EAST BROAD STREET       |      | WESTFIELD          |       | NJ |     |  | 07090 | 
|MIMI        |  |          | 1131 |  |      | E COBB       |      | MARIETTA           |       | GA |      | Cousins                      |                | 4475 ROSWELL ROAD           |      | MARIETTA           |       | GA |     |  | 30062 | 
|MIMI        |  |          | 1132 |  |      | VICT GRDNS   |      | RANCHO CUCAMONGA   |       | CA |      | Forest City                  |                | 12439 SOUTH MAINSTREET      |      | RANCHO CUCAMONGA   |       | CA |     |  | 91739 | 
|MIMI        |  |          | 1135 |  |      | KEYSTONE     |      | INDIANAPOLIS       |       | IN |      | Simon                        |                | 8702 KEYSTONE CROSSING      |      | INDIANAPOLIS       |       | IN |     |  | 46240 | 
|MIMI        |  |          | 1136 |  |      | TOWSON       |      | BALTIMORE          |       | MD |      | General Growth               |                | 825 DULANEY VALLEY ROAD     |      | BALTIMORE          |       | MD |     |  | 21204 | 
|MIMI        |  |          | 1137 |  |      | BRIDGWTR     |      | BRIDGEWATER        |       | NJ |      | General Growth               |                | 400 COMMONS WAY             |      | BRIDGEWATER        |       | NJ |     |  | 08807 | 
|MIMI        |  |          | 1138 |  |      | 13TH AVE     |      | BROOKLYN           |       | NY |      | Melvin Weisenthal            |                | 4420 13TH AVENUE            |      | BROOKLYN           |       | NY |     |  | 11219 | 
|MIMI        |  |          | 1139 |  |      | GARDENS      |      | PALM BEACH         |       | FL |      | Forbes                       |                | 3101 PGA BLVD               |      | PALM BEACH         |       | FL |     |  | 33410 | 
|MIMI        |  |          | 1140 |  |      | GLENDALE     |      | GLENDALE           |       | CA |      | General Growth               |                | 2189 GLENDALE GALLERIA      |      | GLENDALE           |       | CA |     |  | 91210 | 
|MIMI        |  |          | 1141 |  |      | DANBURY SQ   |      | DANBURY            |       | CT |      | Urstadt Biddle Properties    |                | 15 BACKUS AVENUE            |      | DANBURY            |       | CT |     |  | 06810 | 
|MIMI        |  |          | 1142 |  |      | NORTHEAST    |      | HURST              |       | TX |      | Simon                        |                | 1101 MELBOURNE ROAD         |      | HURST              |       | TX |     |  | 76053 | 
|MIMI        |  |          | 1143 |  |      | BRIARWD      |      | ANN ARBOR          |       | MI |      | Taubman                      |                | 100 BRIARWOOD CIRCLE        |      | ANN ARBOR          |       | MI |     |  | 48108 | 
|MIMI        |  |          | 1144 |  |      | WALNUT ST    |      | PHILADELPHIA       |       | PA |      | 2 Nut LP                     |                | 1615 WALNUT STREET          |      | PHILADELPHIA       |       | PA |     |  | 19102 | 
|MIMI        |  |          | 1145 |  |      | PERIMETER    |      | ATLANTA            |       | GA |      | General Growth               |                | 4400 ASHFORD-DUNWOODY RD    |      | ATLANTA            |       | GA |     |  | 30346 | 
|MIMI        |  |          | 1146 |  |      | NORTHSHORE   |      | PEABODY            |       | MA |      | Simon                        |                | 210 ANDOVER STREET          |      | PEABODY            |       | MA |     |  | 01960 | 
|MIMI        |  |          | 1147 |  |      | BEACHWD      |      | CLEVELAND          |       | OH |      | General Growth               |                | 26300 CEDAR ROAD            |      | CLEVELAND          |       | OH |     |  | 44122 | 
|MIMI        |  |          | 1148 |  |      | CHRISTIANA   |      | NEWARK             |       | DE |      | General Growth               |                | 715 CHRISTIANA MALL         |      | NEWARK             |       | DE |     |  | 19702 | 
|MIMI        |  |          | 1149 |  |      | HAYWOOD      |      | GREENVILLE         |       | SC |      | Simon                        |                | 700 HAYWOOD ROAD            |      | GREENVILLE         |       | SC |     |  | 29607 | 
|MIMI        |  |          | 1150 |  |      | STHSHORE     |      | BRAINTREE          |       | MA |      | Simon                        |                | 250 GRANITE STREET          |      | BRAINTREE          |       | MA |     |  | 02184 | 
|MIMI        |  |          | 1151 |  |      | ST. LOUIS    |      | ST. LOUIS          |       | MO |      | General Growth               |                | 2491 ST. LOUIS GALLERIA     |      | ST. LOUIS          |       | MO |     |  | 63117 | 
|MIMI        |  |          | 1152 |  |      | KENWOOD      |      | CINCINNATI         |       | OH |      | General Growth               |                | 7875 MONTGOMERY ROAD        |      | CINCINNATI         |       | OH |     |  | 45236 | 
|MIMI        |  |          | 1158 |  |      | MONROEVL     |      | MONROEVILLE        |       | PA |      | CBL                          |                | MONROEVILLE MALL            |      | MONROEVILLE        |       | PA |     |  | 15146 | 
|MIMI        |  |          | 1159 |  |      | SOMERSET     |      | TROY               |       | MI |      | Forbes                       |                | 2800 W BIG BEAVER ROAD      |      | TROY               |       | MI |     |  | 48084 | 
|MIMI        |  |          | 1160 |  |      | WALT WHTMN   |      | HUNTINGTON STATION |       | NY |      | Sleepys Inc.                |                | 259 WALT WHITMAN ROAD       |      | HUNTINGTON STATION |       | NY |     |  | 11746 | 
|MIMI        |  |          | 1161 |  |      | BREA         |      | BREA               |       | CA |      | Simon                        |                | 2121 BREA MALL              |      | BREA               |       | CA |     |  | 92821 | 
|MIMI        |  |          | 1162 |  |      | BELLEVUE     |      | BELLEVUE           |       | WA |      | Bellevue Square              |                | 2020 BELLEVUE SQUARE        |      | BELLEVUE           |       | WA |     |  | 98004 | 
|MIMI        |  |          | 1163 |  |      | WST CTY      |      | ST. LOUIS          |       | MO |      | Westfield                    |                | 70 WEST COUNTY CENTER       |      | ST. LOUIS          |       | MO |     |  | 63131 | 
|MIMI        |  |          | 1164 |  |      | LBJ FRWY     |      | DALLAS             |       | TX |      | Peskind Development          |                | 5539 LBJ FREEWAY            |      | DALLAS             |       | TX |     |  | 75240 | 
|MIMI        |  |          | 1165 |  |      | FALLS        |      | MIAMI              |       | FL |      | Taubman                      |                | 8888 SW 136TH STREET        |      | MIAMI              |       | FL |     |  | 33176 | 
|MIMI        |  |          | 1168 |  |      | SOURCE       |      | WHITE PLAINS       |       | NY |      | Bloomingdale Road Investors  |                | 5 MAPLE AVENUE              |      | WHITE PLAINS       |       | NY |     |  | 10605 | 
|MIMI        |  |          | 1169 |  |      | DADELAND     |      | MIAMI              |       | FL |      | Simon                        |                | 7247 DADELAND MALL          |      | MIAMI              |       | FL |     |  | 33156 | 
|MIMI        |  |          | 1170 |  |      | VERGRN       |      | SOUTH WINDSOR      |       | CT |      | Poag & McEwen                |                | 510 EVERGREEN WAY           |      | SOUTH WINDSOR      |       | CT |     |  | 06074 | 
|MIMI        |  |          | 1171 |  |      | COLONNADE    |      | SAN ANTONIO        |       | TX |      | Twin Oaks Properties         |                | 9802 COLONNADE BLVD         |      | SAN ANTONIO        |       | TX |     |  | 78230 | 
|MIMI        |  |          | 1172 |  |      | ROUTE 9      |      | NATICK             |       | MA |      | Finard & Company             |                | 104 WORCESTER ROAD          |      | NATICK             |       | MA |     |  | 01760 | 
|MIMI        |  |          | 1173 |  |      | SHARON CNR   |      | CHARLOTTE          |       | NC |      | Crosland                     |                | 4716 SHARON ROAD            |      | CHARLOTTE          |       | NC |     |  | 28210 | 
|MIMI        |  |          | 1182 |  |      | FTN SQ       |      | BROOKFIELD         |       | WI |      | Integrity Development        |                | 16010 W BLUEMOUND ROAD      |      | BROOKFIELD         |       | WI |     |  | 53005 | 





---

Mothers Work, Inc.

Obligors

Store List



|            |  |          |      |  |      |                 |      |                |       |    |      |                              |                |                             |      |                |       |    |     |  |       | 
|----------- |  | -------- | ---- |  | ---- | --------------- | ---- | -------------- | ----- | -- | ---- | ---------------------------- | -------------- | --------------------------- | ---- | -------------- | ----- | -- | --- |  | ----- | 
|Motherswork |  | Landlord |     
|Division    |  | STR#     |      |  | Name |                 | City |                | State |    | Name |                              | Street Address |                             | City |                | State |    | Zip | 
|MIMI        |  |          | 1183 |  |      | FKLN PK         |      | TOLEDO         |       | OH |      | Westfield                    |                | 5001 MONROE STREET          |      | TOLEDO         |       | OH |     |  | 43623 | 
|MIMI        |  |          | 1184 |  |      | ACADIANA        |      | LAFAYETTE      |       | LA |      | CBL                          |                | 5727 JOHNSON STREET         |      | LAFAYETTE      |       | LA |     |  | 70503 | 
|MIMI        |  |          | 1189 |  |      | OLD ORCH        |      | SKOKIE         |       | IL |      | Westfield                    |                | 34 OLD ORCHARD CENTER       |      | SKOKIE         |       | IL |     |  | 60077 | 
|MIMI        |  |          | 1190 |  |      | LA PLAZA        |      | MCALLEN        |       | TX |      | Simon                        |                | 2200 S 10TH STREET          |      | MCALLEN        |       | TX |     |  | 78503 | 
|MIMI        |  |          | 1192 |  |      | MISSION VIEJO   |      | MISSION VIEJO  |       | CA |      | Simon                        |                | 555 THE SHOPS AT VIEJO      |      | MISSION VIEJO  |       | CA |     |  | 92691 | 
|MIMI        |  |          | 1195 |  |      | 575 MADISON     |      | NEW YORK       |       | NY |      | 575 Associates               |                | 28 EAST 57TH STREET         |      | NEW YORK       |       | NY |     |  | 10022 | 
|MIMI        |  |          | 1197 |  |      | 35 PLAZA        |      | PARAMUS        |       | NJ |      | Thirty Five Plaza Associates |                | 65 EAST RT 4 WEST           |      | PARAMUS        |       | NJ |     |  | 07652 | 
|MIMI        |  |          | 1198 |  |      | RIVERPARK       |      | FRESNO         |       | CA |      | Madison Marquette            |                | 40 E VIA DEL ORO            |      | FRESNO         |       | CA |     |  | 93720 | 
|MIMI        |  |          | 1229 |  |      | MALL OF GEORGIA |      | BUFORD         |       | GA |      | Simon                        |                | 3333 BUFORD DR              |      | BUFORD         |       | GA |     |  | 30519 | 
|MIMI        |  |          | 1230 |  |      | DEER PK         |      | DEER PARK      |       | IL |      | Developers Diversified       |                | 20530 N. RAND ROAD          |      | DEER PARK      |       | IL |     |  | 60010 | 
|MIMI        |  |          | 1231 |  |      | STONEBRIAR      |      | FRISCO         |       | TX |      | General Growth               |                | 2600 PRESTON ROAD           |      | FRISCO         |       | TX |     |  | 75034 | 
|MIMI        |  |          | 1232 |  |      | EASTON          |      | COLUMBUS       |       | OH |      | Steiner & Ass                |                | 3933 EASTON SQUARE          |      | COLUMBUS       |       | OH |     |  | 43219 | 
|MIMI        |  |          | 1233 |  |      | FLATIRON        |      | BROOMFIELD     |       | CO |      | Macerich                     |                | ONE WEST FLATIRON CRL       |      | BROOMFIELD     |       | CO |     |  | 80021 | 
|MIMI        |  |          | 1237 |  |      | WELLINGTON      |      | WELLINGTON     |       | FL |      | Taubman                      |                | 10300 WEST FOREST HILL BLVD |      | WELLINGTON     |       | FL |     |  | 33414 | 
|MIMI        |  |          | 1247 |  |      | SOUTHPOINT      |      | DURHAM         |       | NC |      | General Growth               |                | 6910 FAYETTEVILLE ROAD      |      | DURHAM         |       | NC |     |  | 27713 | 
|MIMI        |  |          | 1261 |  |      | GLEN EAGLE      |      | GLEN MILLS     |       | PA |      | Madison Marquette            |                | 529 WILM WEST CHESTER PK    |      | GLEN MILLS     |       | PA |     |  | 19342 | 
|MIMI        |  |          | 1267 |  |      | POLARIS         |      | COLUMBUS       |       | OH |      | Glimcher                     |                | 1500 POLARIS PARKWAY        |      | COLUMBUS       |       | OH |     |  | 43240 | 
|MIMI        |  |          | 1275 |  |      | AVENTURA        |      | AVENTURA       |       | FL |      | Turnberry                    |                | 19575 BISCAYNE BLVD         |      | AVENTURA       |       | FL |     |  | 33180 | 
|MIMI        |  |          | 1280 |  |      | COLORADO        |      | PASADENA       |       | CA |      | Developers Diversified       |                | 380 E COLORADO BLVD         |      | PASADENA       |       | CA |     |  | 91101 | 
|MIMI        |  |          | 1288 |  |      | WILLWBRK        |      | HOUSTON        |       | TX |      | General Growth               |                | 2000 WILLOWBROOK MALL       |      | HOUSTON        |       | TX |     |  | 77070 | 
|MIMI        |  |          | 1297 |  |      | BAY ST          |      | EMERYVILLE     |       | CA |      | Madison Marquette            |                | 5683 BAY STREET             |      | EMERYVILLE     |       | CA |     |  | 94608 | 
|MIMI        |  |          | 1298 |  |      | FRIENDLY CTR    |      | GREENSBORO     |       | NC |      | Starmount Company            |                | 605 FRIENDLY CENTER RD      |      | GREENSBORO     |       | NC |     |  | 27408 | 
|MIMI        |  |          | 1299 |  |      | STONY PT        |      | RICHMOND       |       | VA |      | Taubman                      |                | 9200 STONY POINT PKWY       |      | RICHMOND       |       | VA |     |  | 23235 | 
|MIMI        |  |          | 1717 |  |      | TOWNE CTR       |      | MT. PLEASANT   |       | SC |      | DRA Advisors                 |                | 1620 PALMETTO GRANDE        |      | MT. PLEASANT   |       | SC |     |  | 29464 | 
|MIMI        |  |          | 3002 |  |      | iM-ORLAND PK    |      | ORLAND PARK    |       | IL |      | Orland LLC                   |                | 118 ORLAND PARK PLACE       |      | ORLAND PARK    |       | IL |     |  | 60462 | 
|MIMI        |  |          | 3040 |  |      | OAK PARK        |      | OVERLAND PARK  |       | KS |      | CBL                          |                | 11195 W 95TH STREET         |      | OVERLAND PARK  |       | KS |     |  | 66214 | 
|MIMI        |  |          | 3108 |  |      | SHREWSBURY      |      | SHREWSBURY     |       | NJ |      | Terranomics                  |                | 597 ROUTE 35,               |      | SHREWSBURY     |       | NJ |     |  | 07702 | 
|MIMI        |  |          | 3111 |  |      | WILLOW GROVE    |      | WILLOW GROVE   |       | PA |      | PREIT                        |                | 2500 MORELAND ROAD          |      | WILLOW GROVE   |       | PA |     |  | 19090 | 
|MIMI        |  |          | 3163 |  |      | iM-DEL AMO      |      | TORRANCE       |       | CA |      | Mills                        |                | 21712 HAWTHORNE BLVD        |      | TORRANCE       |       | CA |     |  | 90503 | 
|MIMI        |  |          | 3211 |  |      | CHERRY HILL     |      | CHERRY HILL    |       | NJ |      | PREIT                        |                | 718 CHERRY HILL MALL        |      | CHERRY HILL    |       | NJ |     |  | 08002 | 
|MIMI        |  |          | 3230 |  |      | WOODBRIDGE      |      | WOODBRIDGE     |       | NJ |      | General Growth               |                | 250 WOODBRIDGE CENTER DR    |      | WOODBRIDGE     |       | NJ |     |  | 07095 | 
|MIMI        |  |          | 3317 |  |      | STN ISLAND      |      | STATEN ISLAND  |       | NY |      | General Growth               |                | 2655 RICHMOND AVE           |      | STATEN ISLAND  |       | NY |     |  | 10314 | 
|OUTLET      |  |          | 600  |  |      | FRNKLN MILLS    |      | PHILADELPHIA   |       | PA |      | Mills                        |                | 1574 FRANKLIN MILLS CIRCLE  |      | PHILADELPHIA   |       | PA |     |  | 19154 | 
|OUTLET      |  |          | 603  |  |      | POTOMAC         |      | PRINCE WILLIAM |       | VA |      | Mills                        |                | 2700 POTOMAC MILLS CIRCLE   |      | PRINCE WILLIAM |       | VA |     |  | 22192 | 
|OUTLET      |  |          | 604  |  |      | SAWGRASS        |      | SUNRISE        |       | FL |      | Mills                        |                | 12801 WEST SUNRISE BLVD     |      | SUNRISE        |       | FL |     |  | 33323 | 
|OUTLET      |  |          | 606  |  |      | 1#SAN MARC      |      | SAN MARCOS     |       | TX |      | Lightstone Group             |                | 3939 I-35 SOUTH             |      | SAN MARCOS     |       | TX |     |  | 78666 | 
|OUTLET      |  |          | 607  |  |      | 57TH ST         |      | NEW YORK       |       | NY |      | Mort Zimmerman               |                | 16-18 W. 57TH ST            |      | NEW YORK       |       | NY |     |  | 10019 | 
|OUTLET      |  |          | 609  |  |      | GULF COAST      |      | ELLENTON       |       | FL |      | Lightstone Group             |                | 5277 FACTORY SHOPS BLVD     |      | ELLENTON       |       | FL |     |  | 34222 | 
|OUTLET      |  |          | 610  |  |      | CASTLE ROCK     |      | CASTLE ROCK    |       | CO |      | Craig Realty                 |                | 5050 FACTORY STORES BLVD    |      | CASTLE ROCK    |       | CO |     |  | 80108 | 
|OUTLET      |  |          | 611  |  |      | GURNEE          |      | GURNEE         |       | IL |      | Mills                        |                | 6170 W GRAND AVE            |      | GURNEE         |       | IL |     |  | 60031 | 
|OUTLET      |  |          | 612  |  |      | BIRCH RUN       |      | BIRCH RUN      |       | MI |      | Lightstone Group             |                | 12158 BEYER ROAD            |      | BIRCH RUN      |       | MI |     |  | 48415 | 
|OUTLET      |  |          | 613  |  |      | CONROE          |      | CONROE         |       | TX |      | Craig Realty                 |                | 1111 LEAGUE LINE RD         |      | CONROE         |       | TX |     |  | 77303 | 
|OUTLET      |  |          | 614  |  |      | OHIO FACT       |      | JEFFERSONVILLE |       | OH |      | Lightstone Group             |                | 8000 FACTORY SHOPS BLVD     |      | JEFFERSONVILLE |       | OH |     |  | 43128 | 
|OUTLET      |  |          | 615  |  |      | GILROY          |      | GILROY         |       | CA |      | Simon                        |                | 684 LEAVESLEY               |      | GILROY         |       | CA |     |  | 95020 | 
|OUTLET      |  |          | 616  |  |      | PETALUMA        |      | PETALUMA       |       | CA |      | Simon                        |                | 2200 PETALUMA BLVD NORTH    |      | PETALUMA       |       | CA |     |  | 94952 | 
|OUTLET      |  |          | 618  |  |      | VERO BCH        |      | VERO BEACH     |       | FL |      | Stoltz Management            |                | 1856 94TH DR.               |      | VERO BEACH     |       | FL |     |  | 32966 | 
|OUTLET      |  |          | 620  |  |      | RIVERHEAD       |      | RIVERHEAD      |       | NY |      | Tanger                       |                | 1770 W.MAIN                 |      | RIVERHEAD      |       | NY |     |  | 11901 | 
|OUTLET      |  |          | 621  |  |      | MAG BLUFF       |      | DARIEN         |       | GA |      | Ariel Preferred Retail Group |                | ONE MAGNOLIA BLUFF WAY,     |      | DARIEN         |       | GA |     |  | 31305 | 
|OUTLET      |  |          | 622  |  |      | ARIZONA         |      | PHOENIX        |       | AZ |      | Craig Realty                 |                | 4250 W. ANTHEM WAY          |      | PHOENIX        |       | AZ |     |  | 85086 | 





---

Mothers Work, Inc.

Obligors

Store List



|            |  |          |      |  |      |               |      |                |       |    |      |                         |                |                               |      |                |       |    |     |  |       | 
|----------- |  | -------- | ---- |  | ---- | ------------- | ---- | -------------- | ----- | -- | ---- | ----------------------- | -------------- | ----------------------------- | ---- | -------------- | ----- | -- | --- |  | ----- | 
|Motherswork |  | Landlord |     
|Division    |  | STR#     |      |  | Name |               | City |                | State |    | Name |                         | Street Address |                               | City |                | State |    | Zip | 
|OUTLET      |  |          | 624  |  |      | OSAGE BEACH   |      | OSAGE BEACH    |       | MO |      | Simon                   |                | 4540 HIGHWAY 54               |      | OSAGE BEACH    |       | MO |     |  | 65065 | 
|OUTLET      |  |          | 625  |  |      | ST AUGUSTINE  |      | ST AUGUSTINE   |       | FL |      | Simon                   |                | 2700 STATE ROAD               |      | ST AUGUSTINE   |       | FL |     |  | 32092 | 
|OUTLET      |  |          | 626  |  |      | LIGHTHOUSE    |      | MICHIGAN CITY  |       | IN |      | Simon                   |                | 601 WABASH ROAD               |      | MICHIGAN CITY  |       | IN |     |  | 46360 | 
|OUTLET      |  |          | 627  |  |      | TANGER GA     |      | COMMERCE       |       | GA |      | Tanger                  |                | 800 STEVEN B. TANGER BLVD     |      | COMMERCE       |       | GA |     |  | 30529 | 
|OUTLET      |  |          | 628  |  |      | WILIMSBRG     |      | WILLIAMSBURG   |       | IA |      | Tanger                  |                | TANGER DRIVE #110             |      | WILLIAMSBURG   |       | IA |     |  | 52361 | 
|OUTLET      |  |          | 630  |  |      | EDINBURGH     |      | EDINBURGH      |       | IN |      | Simon                   |                | 3155 OUTLET DRIVE             |      | EDINBURGH      |       | IN |     |  | 46124 | 
|OUTLET      |  |          | 631  |  |      | RIVIERA       |      | FOLEY          |       | AL |      | Tanger                  |                | 2601 S. MCKENZIE ST           |      | FOLEY          |       | AL |     |  | 36535 | 
|OUTLET      |  |          | 634  |  |      | DESTIN        |      | DESTIN         |       | FL |      | Howard Group            |                | 10676 W EMERALD COAST PARKWAY |      | DESTIN         |       | FL |     |  | 32550 | 
|OUTLET      |  |          | 636  |  |      | CABAZON       |      | CABAZON        |       | CA |      | Simon                   |                | 48400 SEMINOLE RD.,           |      | CABAZON        |       | CA |     |  | 92230 | 
|OUTLET      |  |          | 637  |  |      | CAMARILLO     |      | CAMARILLO      |       | CA |      | Simon                   |                | 740 VENTURA BLVD              |      | CAMARILLO      |       | CA |     |  | 93010 | 
|OUTLET      |  |          | 639  |  |      | BRANSON       |      | BRANSON        |       | MO |      | Simon                   |                | 1000 PAT NASH DR.             |      | BRANSON        |       | MO |     |  | 65616 | 
|OUTLET      |  |          | 642  |  |      | LANCASTER     |      | LANCASTER      |       | PA |      | Tanger                  |                | 115 STANLEY K TANGER BLVD     |      | LANCASTER      |       | PA |     |  | 17602 | 
|OUTLET      |  |          | 643  |  |      | 1#WAYNE TOWNE |      | WAYNE          |       | NJ |      | JSS Anderson            |                | ROUTE #23 SOUTH               |      | WAYNE          |       | NJ |     |  | 07470 | 
|OUTLET      |  |          | 644  |  |      | WESTBROOK     |      | WESTBROOK      |       | CT |      | Tanger                  |                | 314 FLATROCK PL.              |      | WESTBROOK      |       | CT |     |  | 06498 | 
|OUTLET      |  |          | 645  |  |      | SUPERMALL     |      | AUBURN         |       | WA |      | Glimcher                |                | 1101 SUPER MALL WAY           |      | AUBURN         |       | WA |     |  | 98001 | 
|OUTLET      |  |          | 646  |  |      | JACKSON       |      | JACKSON        |       | NJ |      | Simon                   |                | 537 MONMOUTH RD               |      | JACKSON        |       | NJ |     |  | 08527 | 
|OUTLET      |  |          | 647  |  |      | RIVRPNT       |      | CHICAGO        |       | IL |      | Centrum Realty          |                | 1730 W. FULLERTON AVE.        |      | CHICAGO        |       | IL |     |  | 60614 | 
|OUTLET      |  |          | 649  |  |      | DWSNVILLE     |      | DAWSONVILLE    |       | GA |      | Simon                   |                | 800 HWY., 400 SOUTH           |      | DAWSONVILLE    |       | GA |     |  | 30534 | 
|OUTLET      |  |          | 652  |  |      | im SECAUCUS   |      | SECAUCUS       |       | NJ |      | Foxwood Realty Services |                | 900 A SECAUCUS ROAD           |      | SECAUCUS       |       | NJ |     |  | 07094 | 
|OUTLET      |  |          | 653  |  |      | GROVE CTY     |      | GROVE CITY     |       | PA |      | Lightstone Group        |                | 1-79 & RT. 208                |      | GROVE CITY     |       | PA |     |  | 16127 | 
|OUTLET      |  |          | 655  |  |      | GRPVINE       |      | GRAPEVINE      |       | TX |      | Mills                   |                | 3000 GRAPEVINE MILLS PKWY     |      | GRAPEVINE      |       | TX |     |  | 76051 | 
|OUTLET      |  |          | 656  |  |      | CARLBD        |      | CARLSBAD       |       | CA |      | Simon                   |                | 5630 PASEO DEL NORTE          |      | CARLSBAD       |       | CA |     |  | 92008 | 
|OUTLET      |  |          | 658  |  |      | MILPITAS      |      | MILPITAS       |       | CA |      | Mills                   |                | 266 GREAT MALL DRIVE          |      | MILPITAS       |       | CA |     |  | 95035 | 
|OUTLET      |  |          | 664  |  |      | WRENTHAM      |      | WRENTHAM       |       | MA |      | Simon                   |                | 1 PREMIUM OUTLET BLVD         |      | WRENTHAM       |       | MA |     |  | 02093 | 
|OUTLET      |  |          | 680  |  |      | NUT TREE      |      | VACAVILLE      |       | CA |      | Simon                   |                | 311-H NUT TREE ROAD           |      | VACAVILLE      |       | CA |     |  | 95688 | 
|OUTLET      |  |          | 682  |  |      | NIAGRA        |      | NIAGARA FALLS  |       | NY |      | Talisman Corp.          |                | 1900 MILITARY ROAD            |      | NIAGARA FALLS  |       | NY |     |  | 14304 | 
|OUTLET      |  |          | 684  |  |      | SHASTA        |      | ANDERSON       |       | CA |      | KLP PROPERTIES          |                | 1733 STATE HIGHWAY 273 &I-5   |      | ANDERSON       |       | CA |     |  | 96007 | 
|OUTLET      |  |          | 770  |  |      | HAGERSTWN     |      | HAGERSTOWN     |       | MD |      | Lightstone Group        |                | 320 PRIME OUTLETS BLVD        |      | HAGERSTOWN     |       | MD |     |  | 21740 | 
|OUTLET      |  |          | 771  |  |      | GREAT LAKES   |      | AUBURN HILLS   |       | MI |      | Taubman                 |                | 4686 BALDWIN ROAD             |      | AUBURN HILLS   |       | MI |     |  | 48326 | 
|OUTLET      |  |          | 1329 |  |      | GREAT MALL    |      | OLATHE         |       | KS |      | Glimcher                |                | 20360 W. 151 ST               |      | OLATHE         |       | KS |     |  | 66061 | 
|OUTLET      |  |          | 1335 |  |      | MAINE         |      | KITTERY        |       | ME |      | Ramassett Management    |                | US RTE 1 & EXIT 3A            |      | KITTERY        |       | ME |     |  | 03904 | 
|OUTLET      |  |          | 1601 |  |      | #SOURCE       |      | WESTBURY       |       | NY |      | Simon                   |                | 1504 OLD COUNTRY ROAD         |      | WESTBURY       |       | NY |     |  | 11590 | 
|OUTLET      |  |          | 1603 |  |      | JERSEY GDNS   |      | ELIZABETH      |       | NJ |      | Glimcher                |                | 651 KAPKOWSKI RD.             |      | ELIZABETH      |       | NJ |     |  | 07201 | 
|OUTLET      |  |          | 1605 |  |      | 1#CONCORD     |      | CONCORD        |       | NC |      | Mills                   |                | 8111 CONCORD MILLS BLVD       |      | CONCORD        |       | NC |     |  | 28027 | 
|OUTLET      |  |          | 1606 |  |      | KATY MILLS    |      | KATY           |       | TX |      | Mills                   |                | 5000 KATY MILLS CIRCLE        |      | KATY           |       | TX |     |  | 77494 | 
|OUTLET      |  |          | 1608 |  |      | ARIZONA MILLS |      | TEMPE          |       | AZ |      | Mills                   |                | 5000 ARIZONA MILLS CIRCLE     |      | TEMPE          |       | AZ |     |  | 85282 | 
|OUTLET      |  |          | 1609 |  |      | DOLPHIN       |      | MIAMI          |       | FL |      | Taubman                 |                | 11401 NW 12TH STREET          |      | MIAMI          |       | FL |     |  | 33172 | 
|OUTLET      |  |          | 1610 |  |      | REHOBOTH      |      | REHOBOTH BEACH |       | DE |      | Tanger                  |                | 36461 SEASIDE OUTLET DRIVE    |      | REHOBOTH BEACH |       | DE |     |  | 19971 | 
|OUTLET      |  |          | 1611 |  |      | FASH OUTLT    |      | BOAZ           |       | AL |      | Grahmas & Company       |                | 201 ELIZABETH ST              |      | BOAZ           |       | AL |     |  | 35957 | 
|OUTLET      |  |          | 1612 |  |      | ONTARIO       |      | ONTARIO        |       | CA |      | Mills                   |                | ONE MILLS CIRCLE              |      | ONTARIO        |       | CA |     |  | 91764 | 
|OUTLET      |  |          | 1613 |  |      | OPRY MILLS    |      | NASHVILLE      |       | TN |      | Mills                   |                | 130 OPRY MILLS DRIVE          |      | NASHVILLE      |       | TN |     |  | 37214 | 
|OUTLET      |  |          | 1614 |  |      | GULFPORT      |      | GULFPORT       |       | MS |      | Lightstone Group        |                | 10835 FACTORY SHOPS BLVD      |      | GULFPORT       |       | MS |     |  | 39503 | 
|OUTLET      |  |          | 1615 |  |      | WOODBURN      |      | WOODBURN       |       | OR |      | Craig Realty            |                | 1001 ARNEY ROAD               |      | WOODBURN       |       | OR |     |  | 97071 | 
|OUTLET      |  |          | 1616 |  |      | ORLANDO PREM  |      | ORLANDO        |       | FL |      | Simon                   |                | 8200 VINELAND AVENUE          |      | ORLANDO        |       | FL |     |  | 32821 | 
|OUTLET      |  |          | 1618 |  |      | FIVE OAKS     |      | SEVIERVILLE    |       | TN |      | Tanger                  |                | 1645 PARKWAY                  |      | SEVIERVILLE    |       | TN |     |  | 37862 | 
|OUTLET      |  |          | 1619 |  |      | ARUNDEL       |      | HANOVER        |       | MD |      | Mills                   |                | 7000 ARUNDEL MILLS CIRCLE     |      | HANOVER        |       | MD |     |  | 21076 | 
|OUTLET      |  |          | 1621 |  |      | BELZ          |      | LAS VEGAS      |       | NV |      | Simon                   |                | 7400 LAS VEGAS BLVD           |      | LAS VEGAS      |       | NV |     |  | 89123 | 
|OUTLET      |  |          | 1622 |  |      | BELZ          |      | CANOVANAS      |       | PR |      | Belz                    |                | CARRETERA ESTATAL PR #3       |      | CANOVANAS      |       | PR |     |  | 00729 | 
|OUTLET      |  |          | 1624 |  |      | WILLIAMSBURG  |      | WILLIAMSBURG   |       | VA |      | Lightstone Group        |                | 5709-62 RICHMOND RD           |      | WILLIAMSBURG   |       | VA |     |  | 23188 | 





---

Mothers Work, Inc.

Obligors

Store List



|            |  |          |      |  |      |               |      |               |       |    |      |                                   |                |                               |      |               |       |    |     |  |        | 
|----------- |  | -------- | ---- |  | ---- | ------------- | ---- | ------------- | ----- | -- | ---- | --------------------------------- | -------------- | ----------------------------- | ---- | ------------- | ----- | -- | --- |  | ------ | 
|Motherswork |  | Landlord |     
|Division    |  | STR#     |      |  | Name |               | City |               | State |    | Name |                                   | Street Address |                               | City |               | State |    | Zip | 
|OUTLET      |  |          | 1625 |  |      | OSHKOSH       |      | OSHKOSH       |       | WI |      | Lightstone Group                  |                | 3001 S WASHBURN STREET        |      | OSHKOSH       |       | WI |     |  | 54904  | 
|OUTLET      |  |          | 1626 |  |      | ALBERTVILLE   |      | ALBERTVILLE   |       | MN |      | Simon                             |                | 6415 LABEAUX AVE NE           |      | ALBERTVILLE   |       | MN |     |  | 55301  | 
|OUTLET      |  |          | 1627 |  |      | WATERLOO      |      | WATERLOO      |       | NY |      | Simon                             |                | 655 ROUTE 318                 |      | WATERLOO      |       | NY |     |  | 13165  | 
|OUTLET      |  |          | 1629 |  |      | INTL GATEWAY  |      | SAN DIEGO     |       | CA |      | Stoltz Management                 |                | 4201 CAMINO DELA PLAZA        |      | SAN DIEGO     |       | CA |     |  | 92173  | 
|OUTLET      |  |          | 1630 |  |      | LEESBURG      |      | LEESBURG      |       | VA |      | Simon                             |                | 241 FORT EVAN ROAD NE         |      | LEESBURG      |       | VA |     |  | 20176  | 
|OUTLET      |  |          | 1631 |  |      | DISCOVER      |      | LAWRENCEVILLE |       | GA |      | Mills                             |                | 5900 SUGARLOAF PARKWAY        |      | LAWRENCEVILLE |       | GA |     |  | 30043  | 
|OUTLET      |  |          | 1632 |  |      | CAROLINA      |      | SMITHFIELD    |       | NC |      | Simon                             |                | 1025 INDUSTRIAL PARK DR       |      | SMITHFIELD    |       | NC |     |  | 27577  | 
|OUTLET      |  |          | 1633 |  |      | WAIKELE       |      | WAIPAHU       |       | HI |      | Simon                             |                | 94792 LUMIANINA STREET        |      | WAIPAHU       |       | HI |     |  | 96797  | 
|OUTLET      |  |          | 1634 |  |      | PARK CITY     |      | PARK CITY     |       | UT |      | Tanger                            |                | 6699 NORTH LANDMARK DR        |      | PARK CITY     |       | UT |     |  | 84098  | 
|OUTLET      |  |          | 1635 |  |      | CROSSINGS     |      | TANNERSVILLE  |       | PA |      | Simon                             |                | 1000 ROUTE 611                |      | TANNERSVILLE  |       | PA |     |  | 18372  | 
|OUTLET      |  |          | 1636 |  |      | KENSINGTON    |      | HOWELL        |       | MI |      | Tanger                            |                | 1475 N BURKHART ROAD          |      | HOWELL        |       | MI |     |  | 48843  | 
|OUTLET      |  |          | 1637 |  |      | MYRTLE BEACH  |      | MYRTLE BEACH  |       | SC |      | Tanger                            |                | 10839 KINGS ROAD              |      | MYRTLE BEACH  |       | SC |     |  | 29572  | 
|OUTLET      |  |          | 1640 |  |      | CO MILLS      |      | LAKEWOOD      |       | CO |      | Mills                             |                | 14500 W COLFAX AVE            |      | LAKEWOOD      |       | CO |     |  | 80401  | 
|OUTLET      |  |          | 1641 |  |      | MIROMAR       |      | ESTERO        |       | FL |      | Miromar Outlets West LLC          |                | 10801 CORKSCREW ROAD          |      | ESTERO        |       | FL |     |  | 33928  | 
|OUTLET      |  |          | 1642 |  |      | JOHNSN CRK    |      | JOHNSON CREEK |       | WI |      | Simon                             |                | 575 W LINMAR LANE             |      | JOHNSON CREEK |       | WI |     |  | 53038  | 
|OUTLET      |  |          | 1644 |  |      | LINCLN CTY    |      | LINCOLN CITY  |       | OR |      | Tanger                            |                | 1500 SE DEVILS LAKE ROAD      |      | LINCOLN CITY  |       | OR |     |  | 97367  | 
|OUTLET      |  |          | 1647 |  |      | LAS VEGAS     |      | LAS VEGAS     |       | NV |      | Simon                             |                | 855 S GRAND CENTRAL PKWY      |      | LAS VEGAS     |       | NV |     |  | 89106  | 
|OUTLET      |  |          | 1648 |  |      | CHICAGO       |      | AURORA        |       | IL |      | Simon                             |                | 1650 PREMIUM OUTLETS BLVD     |      | AURORA        |       | IL |     |  | 60504  | 
|OUTLET      |  |          | 1649 |  |      | N BEND        |      | NORTH BEND    |       | WA |      | Chelsea                           |                | 561A1 SOUTH FORK AVENUE SOUTH |      | NORTH BEND    |       | WA |     |  | 98045  | 
|OUTLET      |  |          | 1651 |  |      | COL GORGE     |      | TROUTDALE     |       | OR |      | Simon                             |                | 450 NW 257TH AVE              |      | TROUTDALE     |       | OR |     |  | 97060  | 
|OUTLET      |  |          | 1652 |  |      | FOLSOM        |      | FOLSOM        |       | CA |      | Simon                             |                | 13000 FOLSOM BLVD             |      | FOLSOM        |       | CA |     |  | 95630  | 
|OUTLET      |  |          | 1654 |  |      | ST. LOUIS     |      | HAZELWOOD     |       | MO |      | Mills                             |                | 5555 ST. LOUIS MILLS BLVD     |      | HAZELWOOD     |       | MO |     |  | 63042  | 
|OUTLET      |  |          | 1655 |  |      | PRIME LODI    |      | BURBANK       |       | OH |      | Lightstone Group                  |                | 9909 AVON LAKE ROAD           |      | BURBANK       |       | OH |     |  | 44214  | 
|OUTLET      |  |          | 1656 |  |      | HILTON HEAD   |      | HILTON HEAD   |       | SC |      | Tanger                            |                | 1414 FORDING ISLAND ROAD      |      | HILTON HEAD   |       | SC |     |  | 29910  | 
|OUTLET      |  |          | 1657 |  |      | OCEAN CITY    |      | OCEAN CITY    |       | MD |      | Cordish Company                   |                | 12741 OCEAN GATEWAY           |      | OCEAN CITY    |       | MD |     |  | 21842  | 
|OUTLET      |  |          | 1658 |  |      | HUNTLEY       |      | HUNTLEY       |       | IL |      | Prime Retail                      |                | 11800 FACTORY SHOPS BLVD      |      | HUNTLEY       |       | IL |     |  | 60142  | 
|OUTLET      |  |          | 1662 |  |      | VILLAGE W     |      | KANSAS CITY   |       | KS |      | Red Speedway, Inc                 |                | 1829 VILLAGE WEST PARKWAY     |      | KANSAS CITY   |       | KS |     |  | 66111  | 
|OUTLET *    |  |          | 3819 |  |      | TRINITY       |      | BRAMPTON      |       | ON |      | Trinity Development Group         |                | 210 GREAT LAKES DRIVE         |      | BRAMPTON      |       | ON |     |  | L6R2K7 | 
|OUTLET *    |  |          | 3860 |  |      | HEARTLAND     |      | MISSISSAUGA   |       | ON |      | Orlando Corporation               |                | 6045 MAVIS ROAD               |      | MISSISSAUGA   |       | ON |     |  | L5R4G6 | 
|OUTLET *    |  |          | 3867 |  |      | W EDMONTN     |      | EDMONTON      |       | AB |      | West Edmonton Mall Properties Inc |                | 8882 170TH STREET             |      | EDMONTON      |       | AB |     |  | T5T3J7 | 
|PEA         |  |          | 180  |  |      | 1#PACIFIC PL  |      | SEATTLE       |       | WA |      | Pine Street                       |                | 600 PINE STREET               |      | SEATTLE       |       | WA |     |  | 98101  | 
|PEA         |  |          | 801  |  |      | 1#FVALLEY     |      | SAN DIEGO     |       | CA |      | Simon                             |                | 7007 FRIARS                   |      | SAN DIEGO     |       | CA |     |  | 92108  | 
|PEA         |  |          | 811  |  |      | HOUST GAL     |      | HOUSTON       |       | TX |      | Simon                             |                | 5085 WESTHEIMER               |      | HOUSTON       |       | TX |     |  | 77056  | 
|PEA         |  |          | 835  |  |      | M NEWBURY     |      | BOSTON        |       | MA |      | Copley                            |                | 10 NEWBURY STREET             |      | BOSTON        |       | MA |     |  | 02116  | 
|PEA         |  |          | 875  |  |      | BOCA TC       |      | BOCA RATON    |       | FL |      | Simon                             |                | 6000 W GLADES ROAD            |      | BOCA RATON    |       | FL |     |  | 33431  | 
|PEA         |  |          | 894  |  |      | OAKBROOK      |      | OAKBROOK      |       | IL |      | General Growth                    |                | 288 OAKBROOK CENTER           |      | OAKBROOK      |       | IL |     |  | 60523  | 
|PEA         |  |          | 897  |  |      | CHERCREEK     |      | DENVER        |       | CO |      | Taubman                           |                | 3000 EAST 1ST AVENUE          |      | DENVER        |       | CO |     |  | 80206  | 
|PEA         |  |          | 902  |  |      | SHER OAKS     |      | SHERMAN OAKS  |       | CA |      | Westfield                         |                | 14006 RIVERSIDE DRIVE         |      | SHERMAN OAKS  |       | CA |     |  | 91423  | 
|PEA         |  |          | 904  |  |      | SOMERSET      |      | TROY          |       | MI |      | Forbes                            |                | 2801 W BIG BEAVER ROAD        |      | TROY          |       | MI |     |  | 48084  | 
|PEA         |  |          | 921  |  |      | FSHN SHW      |      | LAS VEGAS     |       | NV |      | General Growth                    |                | 3200 LAS VEGAS BLVD SOUTH     |      | LAS VEGAS     |       | NV |     |  | 89109  | 
|PEA         |  |          | 922  |  |      | PENTAGON      |      | ARLINGTON     |       | VA |      | Simon                             |                | 1100 S. HAYES                 |      | ARLINGTON     |       | VA |     |  | 22202  | 
|PEA         |  |          | 923  |  |      | TYSONS II     |      | MCLEAN        |       | VA |      | General Growth                    |                | 1847G INTERNATIONAL DR        |      | MCLEAN        |       | VA |     |  | 22102  | 
|PEA         |  |          | 925  |  |      | MANHSST       |      | MANHASSET     |       | NY |      | 1595 NB Associates, LLC           |                | 1595 NORTHERN BLVD.           |      | MANHASSET     |       | NY |     |  | 11030  | 
|PEA         |  |          | 926  |  |      | SHRT HILLS    |      | SHORT HILLS   |       | NJ |      | Taubman                           |                | JFK PARKWAY AND ROUTE 24      |      | SHORT HILLS   |       | NJ |     |  | 07078  | 
|PEA         |  |          | 929  |  |      | 1#BAL HARB    |      | BAL HARBOUR   |       | FL |      | Bal Harbor Shops LTD              |                | 9700 COLLINS AVE.             |      | BAL HARBOUR   |       | FL |     |  | 33154  | 
|PEA         |  |          | 932  |  |      | HGHLND PRK    |      | HIGHLAND PARK |       | IL |      | Steven L Amdur Realty Co Inc      |                | 600 CENTRAL AVENUE            |      | HIGHLAND PARK |       | IL |     |  | 60035  | 
|PEA         |  |          | 933  |  |      | OAK ST        |      | CHICAGO       |       | IL |      | Imperial Realty Company           |                | 46 EAST OAK STREET            |      | CHICAGO       |       | IL |     |  | 60611  | 
|PEA         |  |          | 935  |  |      | BEV HILLS     |      | BEVERLY HILLS |       | CA |      | Margaret Davidson                 |                | 352 N. BEVERLY DRIVE          |      | BEVERLY HILLS |       | CA |     |  | 90210  | 
|PEA         |  |          | 936  |  |      | S COAST PLAZA |      | COSTA MESA    |       | CA |      | Segerstrom                        |                | 3333 BEAR STREET              |      | COSTA MESA    |       | CA |     |  | 92626  | 





---

Mothers Work, Inc.

Obligors

Store List



|            |  |          |      |  |      |                 |      |                 |       |    |      |                         |                |                            |      |                 |       |    |     |  |       | 
|----------- |  | -------- | ---- |  | ---- | --------------- | ---- | --------------- | ----- | -- | ---- | ----------------------- | -------------- | -------------------------- | ---- | --------------- | ----- | -- | --- |  | ----- | 
|Motherswork |  | Landlord |     
|Division    |  | STR#     |      |  | Name |                 | City |                 | State |    | Name |                         | Street Address |                            | City |                 | State |    | Zip | 
|PEA         |  |          | 938  |  |      | PHIPPS          |      | ATLANTA         |       | GA |      | Simon                   |                | 3500 PEACHTREE ROAD NORTH  |      | ATLANTA         |       | GA |     |  | 30326 | 
|PEA         |  |          | 940  |  |      | EDINA           |      | EDINA           |       | MN |      | Gabbar & Beck           |                | 3400 GALLERIA              |      | EDINA           |       | MN |     |  | 55435 | 
|PEA         |  |          | 942  |  |      | SCOTTSDLE       |      | SCOTTSDALE      |       | AZ |      | Macerich                |                | 7014 E. CAMELBACK RD.      |      | SCOTTSDALE      |       | AZ |     |  | 85251 | 
|PEA         |  |          | 943  |  |      | SUTTER          |      | SAN FRANCISCO   |       | CA |      | Johnson Hoke            |                | 345 SUTTER STREET          |      | SAN FRANCISCO   |       | CA |     |  | 94108 | 
|PEA         |  |          | 946  |  |      | RICE BLVD       |      | HOUSTON         |       | TX |      | Rice University Village |                | 2367 RICE BLVD.            |      | HOUSTON         |       | TX |     |  | 77005 | 
|PEA         |  |          | 948  |  |      | REGALIA         |      | MEMPHIS         |       | TN |      | Boyle Investments       |                | 6130 POPLAR AVENUE         |      | MEMPHIS         |       | TN |     |  | 38119 | 
|PEA         |  |          | 950  |  |      | #APIP KOP       |      | KING OF PRUSSIA |       | PA |      | Simon                   |                | 160 N. GULPH RD.           |      | KING OF PRUSSIA |       | PA |     |  | 19406 | 
|PEA         |  |          | 971  |  |      | CRABTREE        |      | RALEIGH         |       | NC |      | Plaza Asoc.             |                | 4325 GLENWOOD AVENUE       |      | RALEIGH         |       | NC |     |  | 27612 | 
|PEA         |  |          | 1166 |  |      | LINCOLN         |      | DALLAS          |       | TX |      | Inland Western REIT     |                | 7700 W NORTHWEST HWY       |      | DALLAS          |       | TX |     |  | 75225 | 
|PEA         |  |          | 1235 |  |      | WILLOW BEND     |      | PLANO           |       | TX |      | Taubman                 |                | 6121 W PARK BLVD           |      | PLANO           |       | TX |     |  | 75093 | 
|PEA         |  |          | 1236 |  |      | INTERNATL PLAZA |      | TAMPA           |       | FL |      | Taubman                 |                | 2223 NORTH WEST SHORE BLVD |      | TAMPA           |       | FL |     |  | 33607 | 
|PEA         |  |          | 1278 |  |      | MERRICK         |      | CORAL GABLES    |       | FL |      | General Growth          |                | 350 AVE SAN LORENZO        |      | CORAL GABLES    |       | FL |     |  | 33146 | 
|PEA         |  |          | 1282 |  |      | MILLENIA        |      | ORLANDO         |       | FL |      | Forbes                  |                | 4200 CONROY ROAD           |      | ORLANDO         |       | FL |     |  | 32839 | 
|PEA         |  |          | 1286 |  |      | VAL FAIR        |      | SANTA CLARA     |       | CA |      | Westfield               |                | 2855 STEVENS CREEK BLVD    |      | SANTA CLARA     |       | CA |     |  | 95050 | 





---

Mothers Work, Inc.

Leased Departments



|        |  |                |  |                                       |  | 
|------- |  | -------------- |  | ------------------------------------- |  | 
|Key     |  |                |  |                                       |  | 
|BLOMDL: |  | Bloomingdales |  | (Part of Federated Department Stores) |  | 
|BOSC    |  | Boscovs       |  |                                       |  | 
|BRU     |  | Babies R Us  |  |                                       |  | 
|GORD    |  | Gordmans       |  |                                       |  | 
|MACY    |  | Macys         |  | (Part of Federated Department Stores) |  | 
|SEARS   |  | Sears          |  |                                       |  | 



|       |  |                  |  |                             |  |                     |  |       |  |     |       | 
|------ |  | ---------------- |  | --------------------------- |  | ------------------- |  | ----- |  | --- | ----- | 
|Chain  |  | Store Name       |  | Street                      |  | City                |  | STATE |  | Zip |      
|BLOMDL |  | BLM-MALL AMERICA |  | 3000 SOUTH EAST COURT       |  | BLOOMINGTON         |  | MN    |  |     | 55425 | 
|BOSC   |  | BOSC-FAIRGRDS SQ |  | 2910 N. 5TH ST HWY          |  | READING             |  | PA    |  |     | 19605 | 
|BOSC   |  | BOSC-READING     |  | 4500 PERKIOMEN AVENUE       |  | READING             |  | PA    |  |     | 19606 | 
|BOSC   |  | BOSC-LEBANON     |  | 2201 LEBANON VALLEY MALL    |  | LEBANON             |  | PA    |  |     | 17042 | 
|BOSC   |  | BOSC-FAIRLNE     |  | 7290 FAIRLANE VILLAGE MALL  |  | POTTSVILLE          |  | PA    |  |     | 17901 | 
|BOSC   |  | BOSC-SUSQ VAL    |  | RTES 11-15 BOX B            |  | SELINSGROVE         |  | PA    |  |     | 17870 | 
|BOSC   |  | BOSC-WILKES BAR  |  | 15 S. MAIN STREET           |  | WILKES-BARRE        |  | PA    |  |     | 18702 | 
|BOSC   |  | BOSC-LAUREL      |  | 105 LAUREL MALL, AIRPORT RD |  | HAZELTON            |  | PA    |  |     | 18201 | 
|BOSC   |  | BOSC-DOVER       |  | 3000 N. DUPONT HWY          |  | DOVER               |  | DE    |  |     | 19901 | 
|BOSC   |  | BOSC-BINGHMTN    |  | 11-23 COURT STREET          |  | BINGHAMTON          |  | NY    |  |     | 13901 | 
|BOSC   |  | BOSC-CAMP HL     |  | 370 CAMPHILL MALL           |  | CAMP HILL           |  | PA    |  |     | 17011 | 
|BOSC   |  | BOSC-COL PK      |  | RT 22 & COLONIAL RD         |  | HARRISBURG          |  | PA    |  |     | 17109 | 
|BOSC   |  | BOSC-CONCORD     |  | 4737 CONCORD PIKE           |  | WILMINGTON          |  | DE    |  |     | 19803 | 
|BOSC   |  | BOSC-PK CTY      |  | 800 PARK CITY CENTER        |  | LANCASTER           |  | PA    |  |     | 17601 | 
|BOSC   |  | BOSC-SHORE       |  | 6725 BLACK HORSE PIKE       |  | EGG HARBOR TOWNSHIP |  | NJ    |  |     | 08234 | 
|BOSC   |  | BOSC-YORK        |  | 2899 WHITEFORD ROAD         |  | YORK                |  | PA    |  |     | 17402 | 
|BOSC   |  | BOSC-MONROEVL    |  | 500 MALL BLVD               |  | MONROEVILLE         |  | PA    |  |     | 15146 | 
|BOSC   |  | BOSC-SO HILLS    |  | 301 SOUTH HILLS VILLAGE     |  | PITTSBURGH          |  | PA    |  |     | 15241 | 
|BOSC   |  | BOSC-LEHIGH VAL  |  | 400 LEHIGH VALLEY MALL      |  | WHITEHALL           |  | PA    |  |     | 18052 | 
|BOSC   |  | BOSC-MONT        |  | 500 MONTGOMERY MALL         |  | NORTH WALES         |  | PA    |  |     | 19454 | 
|BOSC   |  | BOSC-DEPTFD      |  | 1750 DEPTFORD CENTER ROAD   |  | WOODBURY            |  | NJ    |  |     | 08096 | 
|BOSC   |  | BOSC-OWINGS      |  | 10300 MILL RUN CIRCLE       |  | OWINGS MILLS        |  | MD    |  |     | 21117 | 
|BOSC   |  | BOSC-WHTE MRSH   |  | 8200 PERRY HALL BLVD        |  | BALTIMORE           |  | MD    |  |     | 21236 | 
|BOSC   |  | BOSC-MRLY STN    |  | 7900 RITCHIE HWY            |  | GLEN BURNIE         |  | MD    |  |     | 21061 | 
|BOSC   |  | BOSC-OXFORD VLY  |  | 2300 EAST LINCOLN HWY       |  | LANGHORNE           |  | PA    |  |     | 19047 | 
|BOSC   |  | BOSC-SALISBRY    |  | 2310 N. SALISBURY BLVD      |  | SALISBURY           |  | MD    |  |     | 21801 | 
|BOSC   |  | BOSC-GALLERIA    |  | 570 GALLERIA DRIVE          |  | JOHNSTOWN           |  | PA    |  |     | 15904 | 
|BOSC   |  | BOSC-STEAMTN     |  | 400 LACKAWANNA AVENUE       |  | SCRANTON            |  | PA    |  |     | 18503 | 
|BOSC   |  | BOSC-ECHELON     |  | 6001 ECHELON MALL           |  | VOORHEES            |  | NJ    |  |     | 08043 | 
|BOSC   |  | BOSC-MOORSTN     |  | RTE 38 & LENOLA ROAD        |  | MOORESTOWN          |  | NJ    |  |     | 08057 | 





---

Mothers Work, Inc.

Leased Departments



|      |  |                 |  |                                |  |                  |  |       |  |     |       | 
|----- |  | --------------- |  | ------------------------------ |  | ---------------- |  | ----- |  | --- | ----- | 
|Chain |  | Store Name      |  | Street                         |  | City             |  | STATE |  | Zip |      
|BOSC  |  | BOSC-GRANITE RN |  | 1067 BALTIMORE PIKE            |  | MEDIA            |  | PA    |  |     | 19063 | 
|BOSC  |  | BOSC-COVNTRY    |  | ROUTE 724 & PA 100             |  | POTTSTOWN        |  | PA    |  |     | 19464 | 
|BOSC  |  | BOSC-NSHMNY     |  | 200 NESHAMINY MALL             |  | BENSALEM         |  | PA    |  |     | 19020 | 
|BOSC  |  | BOSC-PLYMTH MTG |  | 500 W. GERMANTOWN PIKE         |  | PLYMOUTH MEETING |  | PA    |  |     | 19462 | 
|BOSC  |  | BOSC-CUMBERLND  |  | 3849 S. DELSEA DRIVE           |  | VINELAND         |  | NJ    |  |     | 08360 | 
|BOSC  |  | BOSC-PALMR PK   |  | 121 PALMER PARK MALL           |  | EASTON           |  | PA    |  |     | 18045 | 
|BOSC  |  | BOSC-COLONIE    |  | CENTRAL AVE & WOLF ROAD        |  | ALBANY           |  | NY    |  |     | 12205 | 
|BOSC  |  | BOSC-BEAVER VLY |  | 400 BEAVER VALLEY MALL         |  | MONACA           |  | PA    |  |     | 15061 | 
|BOSC  |  | BOSC-EXTON SQ   |  | 126 EXTON SQ MLL,RTES 30 & 100 |  | EXTON            |  | PA    |  |     | 19341 | 
|BOSC  |  | BOSC-CLEARVW    |  | 101 CLEARVIEW MLL,RTES 8 &422  |  | BUTLER           |  | PA    |  |     | 16001 | 
|BOSC  |  | BOSC-CLIFTN     |  | 422 CLIFTON COUNTY ROAD        |  | CLIFTON PARK     |  | NY    |  |     | 12065 | 
|BOSC  |  | BOSC-NANUET     |  | 75 WEST ROUTE 59               |  | NANUET           |  | NY    |  |     | 10954 | 
|BOSC  |  | BOSC-CHRSTIANA  |  | 361 W. MAIN STREET             |  | CHRISTIANA       |  | DE    |  |     | 19702 | 
|BOSC  |  | BOSC-MONMTH     |  | RTE 35 & WYCOFF ROAD           |  | EATONTOWN        |  | NJ    |  |     | 07724 | 
|BOSC  |  | BOSC-OCEAN CTY  |  | 1201 HOOPER AVENUE             |  | TOMS RIVER       |  | NJ    |  |     | 08753 | 
|BOSC  |  | BOSC-BERSHRE    |  | 1665 STATE HILL ROAD           |  | WYOMISSING       |  | PA    |  |     | 19610 | 
|BOSC  |  | BOSC-WESTMNSTR  |  | 400 NORTH CENTER STREET        |  | WESTMINSTER      |  | MD    |  |     | 21157 | 
|BOSC  |  | BOSC-FREDERICK  |  | 1301 WEST PATRICK STREET       |  | FREDERICK        |  | MD    |  |     | 21702 | 
|BOSC  |  | BOSC-HARRISBG   |  | 3201 PAXTON STREET             |  | HARRISBURG       |  | PA    |  |     | 17111 | 
|BOSC  |  | BOSC-LOGAN      |  | 139 FALON DRIVE                |  | ALTOONA          |  | PA    |  |     | 16602 | 
|BOSC  |  | BOSC-PIEDMT     |  | 325 PIEDMONT DRIVE             |  | DANVILLE         |  | VA    |  |     | 24540 | 
|BRU   |  | BRU-N BRNSWK    |  | 909 US HIGHWAY 1 SOUTH         |  | 4NORTH BRUNSWICK |  | NJ    |  |     | 08902 | 
|BRU   |  | BRU-CHRRY HL    |  | 2135 ROUTE 38                  |  | CHERRY HILL      |  | NJ    |  |     | 08002 | 
|BRU   |  | BRU-DEPTFRD     |  | 1120 HURFVILLE RD              |  | DEPTFORD         |  | NJ    |  |     | 08096 | 
|BRU   |  | BRU-FRLS HLLS   |  | 330 COMMERCE BLVD              |  | FAIRLESS HILLS   |  | PA    |  |     | 19030 | 
|BRU   |  | BRU-NEWARK      |  | 1317 NEW CHURCHMANS RD         |  | NEWARK           |  | DE    |  |     | 19713 | 
|BRU   |  | BRU-EATNTWN     |  | 70 US HIGHWAY 36               |  | EATONTOWN        |  | NJ    |  |     | 07724 | 
|BRU   |  | BRU-MIAMI       |  | 8755 SW 24TH ST                |  | MIAMI            |  | FL    |  |     | 33165 | 
|BRU   |  | BRU-PEMBROKE    |  | 11930 PINES BLVD               |  | PEMBROKE         |  | FL    |  |     | 33026 | 
|BRU   |  | BRU-LAUDERHLL   |  | 7350 W COMMERCIAL BLVD         |  | LAUDERHILL       |  | FL    |  |     | 33319 | 
|BRU   |  | BRU-KENDALL     |  | 15625 N KENDALL DR             |  | KENDALL          |  | FL    |  |     | 33196 | 
|BRU   |  | BRU-KENNESAW    |  | 1875 GREERS CHAPEL             |  | KENNESAW         |  | GA    |  |     | 30144 | 
|BRU   |  | BRU-ALPHARETTA  |  | 6380 NO POINT PARKWAY          |  | ALPHARETTA       |  | GA    |  |     | 30202 | 
|BRU   |  | BRU-DULUTH      |  | 3925 VENTURE DR                |  | DULUTH           |  | GA    |  |     | 30096 | 
|BRU   |  | BRU-DUNWOODY    |  | 1155 MOUNT VERNON HIGHWAY      |  | DUNWOODY         |  | GA    |  |     | 30338 | 
|BRU   |  | BRU-SCHAUMBRG   |  | 16 EAST GOLF RD                |  | SCHAUMBURG       |  | IL    |  |     | 60173 | 
|BRU   |  | BRU-NAPERVL     |  | 1955 GLACIER PARK AVE          |  | NAPERVILLE       |  | IL    |  |     | 60540 | 
|BRU   |  | BRU-BURBANK     |  | 7750 S CICERO AVE              |  | BURBANK          |  | IL    |  |     | 60459 | 
|BRU   |  | BRU-BRISTOL     |  | 1336 BRISTOL PIKE              |  | BENSALEM         |  | PA    |  |     | 19020 | 





---

Mothers Work, Inc.

Leased Departments



|      |  |                    |  |                                |  |                   |  |       |  |     |       | 
|----- |  | ------------------ |  | ------------------------------ |  | ----------------- |  | ----- |  | --- | ----- | 
|Chain |  | Store Name         |  | Street                         |  | City              |  | STATE |  | Zip |      
|BRU   |  | BRU-RITCHIE        |  | 8040 RITCHIE HWY               |  | PASADENA          |  | MD    |  |     | 21122 | 
|BRU   |  | BRU-GREENBRIER     |  | 1336 GREENBRIER PARKWAY        |  | CHESAPEAKE        |  | VA    |  |     | 23320 | 
|BRU   |  | BRU-E COLONIAL     |  | 2654 EAST COLONIAL DRIVE       |  | ORLANDO           |  | FL    |  |     | 32803 | 
|BRU   |  | BRU-W STATE        |  | 708 WEST STATE ROAD 436        |  | ALTAMONTE SPRINGS |  | FL    |  |     | 32714 | 
|BRU   |  | BRU-W HILLSBOROUGH |  | 3908 WEST HILLSBOROUGH AVE     |  | TAMPA             |  | FL    |  |     | 33614 | 
|BRU   |  | BRU-ATLANTIC       |  | 9400 ATLANTIC BLVD             |  | JACKSONVILLE      |  | FL    |  |     | 32225 | 
|BRU   |  | BRU-OKEECHOBEE     |  | 4895 OKEECHOBEE BLVD           |  | WEST PALM BEACH   |  | FL    |  |     | 33417 | 
|BRU   |  | BRU-MT.ZION        |  | 1960 MT. ZION ROAD             |  | MORROW            |  | GA    |  |     | 30260 | 
|BRU   |  | BRU-BOBBY JONES    |  | 4225 WASHINGTON RD             |  | EVANS             |  | GA    |  |     | 30809 | 
|BRU   |  | BRU-FAIRVIEW       |  | 801 FAIRVIEW ROAD              |  | ASHEVILLE         |  | NC    |  |     | 28803 | 
|BRU   |  | BRU-S BLVD         |  | 9575 SOUTH BOULEVARD           |  | CHARLOTTE         |  | NC    |  |     | 28273 | 
|BRU   |  | BRU-KINGSTON       |  | 9626 KINGSTON PIKE             |  | KNOXVILLE         |  | TN    |  |     | 37922 | 
|BRU   |  | BRU-RIVERDALE      |  | 3525 RIVERDALE ROAD            |  | MEMPHIS           |  | TN    |  |     | 38115 | 
|BRU   |  | BRU-HALL           |  | 12050 HALL ROAD                |  | STERLING HEIGHTS  |  | MI    |  |     | 48313 | 
|BRU   |  | BRU-STRIP          |  | 6655 STRIP AVENUE NW           |  | N CANTON          |  | OH    |  |     | 44720 | 
|BRU   |  | BRU-DUBLIN         |  | 3610 W DUBLIN-GRANVILLE RD     |  | COLUMBUS          |  | OH    |  |     | 43235 | 
|BRU   |  | BRU-US 31          |  | 8800 US 31 SOUTH               |  | INDIANAPOLIS      |  | IN    |  |     | 46227 | 
|BRU   |  | BRU-FM 1960 W      |  | 380 FM 1960 WEST               |  | HOUSTON           |  | TX    |  |     | 77090 | 
|BRU   |  | BRU-WESTHEIMER     |  | 14287 WESTHEIMER ROAD          |  | HOUSTON           |  | TX    |  |     | 77077 | 
|BRU   |  | BRU-W ARBROOK      |  | 1501 WEST ARBROOK BLVD         |  | ARLINGTON         |  | TX    |  |     | 76015 | 
|BRU   |  | BRU-E ROUND GROVE  |  | 420 E ROUND GROVE ROAD         |  | LEWISVILLE        |  | TX    |  |     | 75067 | 
|BRU   |  | BRU-BELTLINE       |  | 3850 BELTLINE ROAD             |  | ADDISON           |  | TX    |  |     | 75244 | 
|BRU   |  | BRU-RESEARCH       |  | 9333 RESEARCH BLVD             |  | AUSTIN            |  | TX    |  |     | 78759 | 
|BRU   |  | BRU-RECTOR         |  | 819 RECTOR DR. EAST            |  | SAN ANTONIO       |  | TX    |  |     | 78216 | 
|BRU   |  | BRU-NW LOOP        |  | 6955 NW LOOP 410               |  | SAN ANTONIO       |  | TX    |  |     | 78238 | 
|BRU   |  | BRU-E 71ST         |  | 10010 EAST 71ST STREET SO      |  | TULSA             |  | OK    |  |     | 74133 | 
|BRU   |  | BRU-E RAY          |  | 4835 E RAY ROAD                |  | PHOENIX           |  | AZ    |  |     | 85044 | 
|BRU   |  | BRU-S WADSWORTH    |  | 5142 S WADSWORTH BLVD          |  | LITTLETON         |  | CO    |  |     | 80213 | 
|BRU   |  | BRU-SHERIDAN       |  | 9330 SHERIDAN BLVD             |  | WESTMINSTER       |  | CO    |  |     | 80030 | 
|BRU   |  | BRU-EAST 40 HWY    |  | 14450 EAST 40 HWY              |  | KANSAS CITY       |  | MO    |  |     | 64136 | 
|BRU   |  | BRU-CORTANA        |  | 9606 CORTANA PLACE             |  | BATON ROUGE       |  | LA    |  |     | 70815 | 
|BRU   |  | BRU-W 78TH         |  | 900 WEST 78TH STREET SOUTH     |  | RICHFIELD         |  | MN    |  |     | 55423 | 
|BRU   |  | BRU-MAYS LNDG      |  | 120 CONSUMERS SQUARE           |  | MAYS LANDING      |  | NJ    |  |     | 08330 | 
|BRU   |  | BRU-KOCH           |  | 4441 LEMAY FERRY ROAD          |  | ST.LOUIS          |  | MO    |  |     | 63129 | 
|BRU   |  | BRU-N BLCKSTNE     |  | 7370 NORTH BLACKSTONE RD       |  | PINEDALE          |  | CA    |  |     | 93650 | 
|BRU   |  | BRU-SO HLLND       |  | 1360 SOUTH HOLLAND-SYLVANIA RD |  | HOLLAND           |  | OH    |  |     | 43528 | 
|BRU   |  | BRU-N BRITN        |  | 1559 NORTH BRITAIN AVENUE      |  | WEST HARTFORD     |  | CT    |  |     | 06110 | 
|BRU   |  | BRU-W 135TH        |  | 8500 WEST 135TH STREET         |  | OVERLAND PARK     |  | KS    |  |     | 66223 | 
|BRU   |  | BRU-HANES          |  | 975 HANES MALL BLVD            |  | WINSTON SALEM     |  | NC    |  |     | 27103 | 





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Mothers Work, Inc.

Leased Departments



|      |  |                  |  |                                 |  |                  |  |       |  |     |       | 
|----- |  | ---------------- |  | ------------------------------- |  | ---------------- |  | ----- |  | --- | ----- | 
|Chain |  | Store Name       |  | Street                          |  | City             |  | STATE |  | Zip |      
|BRU   |  | BRU-HAYWD        |  | 605 HAYWOOD ROAD                |  | GREENVILLE       |  | SC    |  |     | 29607 | 
|BRU   |  | BRU-GULF CTR     |  | 10002 GULF CENTER DRIVE         |  | FT. MEYERS       |  | FL    |  |     | 33913 | 
|BRU   |  | BRU-LANSING      |  | 5900 W SAGINAW BLVD             |  | LANSING          |  | MI    |  |     | 48917 | 
|BRU   |  | BRU-TOTOWA       |  | 465 US HIGHWAY 46 WEST          |  | TOTOWA           |  | NJ    |  |     | 07512 | 
|BRU   |  | BRU-SIMI VLY     |  | 118 FREEWAY ROAD                |  | SIMI VALLEY      |  | CA    |  |     | 93062 | 
|BRU   |  | BRU-CHICAGO      |  | 6420 W FULLERTON                |  | CHICAGO          |  | IL    |  |     | 60707 | 
|BRU   |  | BRU-ROSEVL       |  | 2401 N FAIRVIEW AVE/ COUNTRY RD |  | ROSEVILLE        |  | MN    |  |     | 55113 | 
|BRU   |  | BRU-BLUEMND      |  | 18550 W. BLUEMOUND ROAD         |  | BROOKFIELD       |  | WI    |  |     | 53045 | 
|BRU   |  | BRU-HARBSN       |  | 254 HARBISON BLVD               |  | COLUMBIA         |  | SC    |  |     | 29212 | 
|BRU   |  | BRU-W KELLOGG    |  | 4646 WEST KELLOGG STREET        |  | WICHITA          |  | KS    |  |     | 67209 | 
|BRU   |  | BRU-ZEIER        |  | 2161 ZEIER ROAD                 |  | MADISON          |  | WI    |  |     | 53704 | 
|BRU   |  | BRU-HORTON       |  | 3939 HORTON                     |  | EMERYVILLE       |  | CA    |  |     | 94608 | 
|BRU   |  | BRU-OXFORD       |  | 4000 OXFORD DRIVE               |  | BETHEL PARK      |  | PA    |  |     | 15102 | 
|BRU   |  | BRU-MIRA MESA    |  | 8181 MIRA MESA BOULEVARD        |  | SAN DIEGO        |  | CA    |  |     | 92126 | 
|BRU   |  | BRU-PUTTY HILL   |  | 1238 PUTTY HILL AVENUE          |  | TOWSON           |  | MD    |  |     | 21286 | 
|GORD  |  | GORD-15TH ST     |  | 10515 S 15TH STREET             |  | BELLEVUE         |  | NE    |  |     | 68123 | 
|GORD  |  | GORD-LUDWIG      |  | 81 LUDWIG DRIVE                 |  | FAIRVIEW HEIGHTS |  | IL    |  |     | 62208 | 
|GORD  |  | GORD-TOPEKA      |  | 3245 TOPEKA BLVD                |  | TOPEKA           |  | KS    |  |     | 66611 | 
|GORD  |  | GORD-CAMBELL     |  | 3303 S CAMBELL AVE              |  | SPRINGFIELD      |  | MO    |  |     | 65807 | 
|GORD  |  | GORD-VINE        |  | 4600 VINE STREET                |  | LINCOLN          |  | NE    |  |     | 68503 | 
|GORD  |  | GORD-22ND ST     |  | 1400 22ND STREET                |  | WEST DES MOINES  |  | IA    |  |     | 50266 | 
|GORD  |  | GORD-EAST 40     |  | 13500 A EAST 40 HIGHWAY         |  | INDEPENDENCE     |  | MO    |  |     | 64055 | 
|GORD  |  | GORD-ENGLEWD     |  | 309 NE ENGLEWOOD ROAD           |  | KANSAS CITY      |  | MO    |  |     | 64118 | 
|GORD  |  | GORD-GRD PRAIRIE |  | 7611 NORTH GRAND PRAIRIE DRIVE  |  | PEORIA           |  | IL    |  |     | 61615 | 
|GORD  |  | GORD-MANAWA      |  | 3125 MANAWA CENTRE DR           |  | COUNCIL BLUFFS   |  | IA    |  |     | 51501 | 
|MACY  |  | MACYS-ALBNY      |  | WOLF ROAD                       |  | ALBANY           |  | NY    |  |     | 12205 | 
|MACY  |  | MACY-EATNWN      |  | RTE. 35 & WYCOFF RD.            |  | EATONTOWN        |  | NJ    |  |     | 07724 | 
|MACY  |  | MACYS-WHT PLN    |  | 100 MAIN STREET                 |  | WHITE PLAINS     |  | NY    |  |     | 10601 | 
|MACY  |  | MACY-PENTGN      |  | 1000 SOUTH HAYES STREET         |  | ARLINGTON        |  | VA    |  |     | 22202 | 
|MACY  |  | MACY-MCLEAN      |  | 1651 INTERNATIONAL DR.          |  | MCLEAN           |  | VA    |  |     | 22102 | 
|MACY  |  | MACY-O MILLS     |  | 10200 MILL RUN CIRCLE           |  | OWINGS MILLS     |  | MD    |  |     | 21117 | 
|MACY  |  | MACY-SPRNGFLD    |  | 6400 T SPRINGFIELD MALL         |  | SPRINGFIELD      |  | VA    |  |     | 22150 | 
|MACY  |  | MACY-CHRSTA      |  | CHRISTINA-STANTON ROAD          |  | NEWARK           |  | DE    |  |     | 19702 | 
|MACY  |  | MACY-QUAKER      |  | US RTE 1 & STATE HWY 533        |  | LAWRENCEVILLE    |  | NJ    |  |     | 08648 | 
|MACY  |  | MACYS-DEPTFD     |  | ALMONESSON & CLEMENTS           |  | DEPTFORD         |  | NJ    |  |     | 08096 | 
|MACY  |  | MACY-SPRGFLD     |  | BALTIMORE PIKE & SPROUL ROAD    |  | SPRINGFIELD      |  | PA    |  |     | 19064 | 
|MACY  |  | MACY-MENLO       |  | 275 MENLO PARK                  |  | EDISON           |  | NJ    |  |     | 08837 | 
|MACY  |  | MACY-NANUET      |  | ROUTE 59                        |  | NANUET           |  | NY    |  |     | 10954 | 
|MACY  |  | MACY-WALT WHIT   |  | RT 110                          |  | N HUNTINGTON     |  | NY    |  |     | 11746 | 





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Mothers Work, Inc.

Leased Departments



|      |  |                  |  |                                |  |                |  |       |  |     |       | 
|----- |  | ---------------- |  | ------------------------------ |  | -------------- |  | ----- |  | --- | ----- | 
|Chain |  | Store Name       |  | Street                         |  | City           |  | STATE |  | Zip |      
|MACY  |  | MACY-SSHORE      |  | SUNRISE HIGHWAY                |  | BAY SHORE      |  | NY    |  |     | 11706 | 
|MACY  |  | MACY-SHAVEN      |  | RTES. 25 & 47                  |  | LAKE GROVE     |  | NY    |  |     | 11755 | 
|MACY  |  | MACY-KPLAZA      |  | 5400 AVENUE U                  |  | BROOKLYN       |  | NY    |  |     | 11234 | 
|MACY  |  | MACY-FULTON      |  | 420 FULTON STREET              |  | BROOKLYN       |  | NY    |  |     | 11202 | 
|MACY  |  | MACY-VLYSTREAM   |  | GREEN ACRES MALL               |  | VALLEY STREAM  |  | NY    |  |     | 11580 | 
|MACY  |  | MACY-EBRNSWCK    |  | ROUTE 18                       |  | EAST BRUNSWICK |  | NJ    |  |     | 08816 | 
|MACY  |  | MACY-LIVING      |  | S. ORANGE AND WALNUT           |  | LIVINGSTON     |  | NJ    |  |     | 07039 | 
|MACY  |  | MACY-TMSRVR      |  | 1021 HOOPER AVENUE             |  | TOMS RIVER     |  | NJ    |  |     | 08753 | 
|MACY  |  | MACY-RCKAWY      |  | RT. 80 & MT. HOPE AVENUE       |  | ROCKAWAY       |  | NJ    |  |     | 07866 | 
|MACY  |  | MACY-TRMBL       |  | 5065 MAIN STREET               |  | TRUMBULL       |  | CT    |  |     | 06611 | 
|MACY  |  | MACY-BEDFORD     |  | 125 SOUTH RIVER ROAD, ROUTE 3  |  | BEDFORD        |  | NH    |  |     | 03110 | 
|MACY  |  | MACY-NSHORE      |  | ROUTE 114                      |  | PEABODY        |  | MA    |  |     | 01960 | 
|MACY  |  | MACY-MAIN        |  | 100 MAINE MALL RD              |  | SOUTH PORTLAND |  | ME    |  |     | 04106 | 
|MACY  |  | MACY-ROCKNHM     |  | 99 ROCKINGHAM PARK BLVD        |  | SALEM          |  | NH    |  |     | 03079 | 
|MACY  |  | MACY-HYANNIS     |  | ROUTE 132                      |  | HYANNIS        |  | MA    |  |     | 02601 | 
|MACY  |  | #MACYS-34TH      |  | 151 WEST 34TH STREET           |  | NEW YORK       |  | NY    |  |     | 10001 | 
|MACY  |  | MACY-CHER HILL   |  | RT. #38, HADDONFIELD RD.       |  | CHERRY HILL    |  | NJ    |  |     | 08002 | 
|MACY  |  | MACY-SWANSE      |  | 3 SWANSEA MALL DR              |  | SWANSEA        |  | MA    |  |     | 02777 | 
|MACY  |  | MCW-SACRAMENTO   |  | 414 K STREET                   |  | SACRAMENTO     |  | CA    |  |     | 95814 | 
|MACY  |  | MCW-SERRAMONTE   |  | 1 SERRAMONTE CENTER            |  | DALY CITY      |  | CA    |  |     | 94015 | 
|MACY  |  | MCE-BURLINGTON   |  | 1300 MIDDLESEX TURNPIKE        |  | BURLINGTON     |  | MA    |  |     | 01803 | 
|MACY  |  | MACY-MAYS LNDG   |  | ROUTE 575 AND BLACK HORSE PIKE |  | MAYS LANDING   |  | NJ    |  |     | 08330 | 
|MACY  |  | MACY-WILLBRK     |  | 1100 WILLOWBROOK MALL          |  | WAYNE          |  | NJ    |  |     | 07470 | 
|MACY  |  | MACY-FAIR OAKS   |  | 11901-L LEE JACKSON MEM HWY    |  | FAIRFAX        |  | VA    |  |     | 22033 | 
|MACY  |  | MACY-OXFD VALLEY |  | 2300 EAST LINCOLN HWY          |  | LANGHORNE      |  | PA    |  |     | 19047 | 
|MACY  |  | MACY-MONT        |  | 804 BETHLEHEM PIKE             |  | NORTH WALES    |  | PA    |  |     | 19454 | 
|MACY  |  | MACY-ROOSEVELT   |  | 136-50 ROOSEVELT AVE           |  | FLUSHING       |  | NY    |  |     | 11354 | 
|MACY  |  | MACY-LOS ANGELES |  | 750 W 7TH STREET               |  | LOS ANGELES    |  | CA    |  |     | 90017 | 
|MACY  |  | MACY-BKRSFLD     |  | 2601 MING AVENUE               |  | BAKERSFIELD    |  | CA    |  |     | 93304 | 
|MACY  |  | MCE-MANHASSET    |  | 1100 NORTHERN BLVD             |  | MANHASSETT     |  | NY    |  |     | 11030 | 
|MACY  |  | MCE-PARAMUS      |  | 100 PARAMUS PARK               |  | PARAMUS        |  | NJ    |  |     | 07652 | 
|MACY  |  | MCE-PERRY HALL   |  | 8200 PERRY HALL BLVD           |  | PERRY HALL     |  | MD    |  |     | 21128 | 
|MACY  |  | MCE-WASHINGTON   |  | 450 WASHINGTON STREET          |  | BOSTON         |  | MA    |  |     | 02205 | 
|MACY  |  | MACY-WARWCK      |  | 200 WARWICK MALL               |  | WARWICK        |  | RI    |  |     | 02886 | 
|MACY  |  | MCF-MILLENIA     |  | 4298 MILLENIA BLVD             |  | ORLANDO        |  | FL    |  |     | 32839 | 
|MACY  |  | MFDS-STATE ST    |  | 111 N. STATE STREET            |  | CHICAGO        |  | IL    |  |     | 60602 | 
|MACY  |  | MFDS-12 OAKS     |  | 27550 NOVI ROAD                |  | NOVI           |  | MI    |  |     | 48377 | 
|MACY  |  | MNO-OAKBROOK     |  | 1 OAK BROOK CENTER MALL        |  | OAKBROOK       |  | IL    |  |     | 60521 | 
|MACY  |  | MNO-OLD ORCHARD  |  | 1 OLD ORCHARD                  |  | SKOKIE         |  | IL    |  |     | 60077 | 





---

Mothers Work, Inc.

Leased Departments



|      |  |                 |  |                             |  |                  |  |       |  |     |       | 
|----- |  | --------------- |  | --------------------------- |  | ---------------- |  | ----- |  | --- | ----- | 
|Chain |  | Store Name      |  | Street                      |  | City             |  | STATE |  | Zip |      
|MACY  |  | MNO-WOODFIELD   |  | 1 WOODFIELD MALL            |  | SCHAUMBURG       |  | IL    |  |     | 60173 | 
|MACY  |  | MNO-GRANDVILLE  |  | 3850 RIVERTOWN PARKWAY      |  | GRANDVILLE       |  | MI    |  |     | 49418 | 
|MACY  |  | MNO-SIOUX FALLS |  | 4001 W 41ST STREET          |  | SIOUX FALLS      |  | SD    |  |     | 57116 | 
|MACY  |  | MNO-FLINT       |  | 4600 MILLER ROAD            |  | FLINT            |  | MI    |  |     | 48507 | 
|MACY  |  | MNO-SAGINAW     |  | 4750 FASHION SQUARE MALL    |  | SAGINAW          |  | MI    |  |     | 48604 | 
|MACY  |  | MFDS-HILLSDALE  |  | 702 NORTH MIDVALE BLVD      |  | MADISON          |  | WI    |  |     | 53705 | 
|MACY  |  | MNO-LAKESIDE    |  | 14200 LAKESIDE CIRCLE       |  | STERLING HEIGHTS |  | MI    |  |     | 48313 | 
|MACY  |  | MNO-OAKLAND     |  | 500 WEST 14 MILE RD         |  | TROY             |  | MI    |  |     | 48083 | 
|MACY  |  | MFDS-NORTHBRK   |  | 1555 NORTHBROOK COURT       |  | NORTHBROOK       |  | IL    |  |     | 60062 | 
|MACY  |  | MNO-700 ON MALL |  | 700 ON THE MALL             |  | MINNEAPOLIS      |  | MN    |  |     | 55402 | 
|MACY  |  | MNO-FOX VALLEY  |  | 1 FOX VALLEY CENTER         |  | AURORA           |  | IL    |  |     | 60504 | 
|MACY  |  | MNO-TELEGRAPH   |  | 269 N TELEGRAPH RD          |  | WATERFORD        |  | MI    |  |     | 48327 | 
|MACY  |  | MNO-SOUTHDALE   |  | 100 SOUTHDALE CENTER        |  | EDINA            |  | MN    |  |     | 55435 | 
|MACY  |  | MFDS-RDGDALE    |  | 12441 WAYZATA BLVD          |  | MINNETONKA       |  | MN    |  |     | 55305 | 
|MACY  |  | MFDS-MAYFAIR    |  | 1 MAYFAIR MALL N            |  | WAUWATOSA        |  | WI    |  |     | 53226 | 
|MACY  |  | MNO-HAWTHORNE   |  | 1 HAWTHORNE CENTER          |  | VERNON HILLS     |  | IL    |  |     | 60061 | 
|MACY  |  | MNO-ROSEDALE    |  | 900 ROSEDALE CTR            |  | ROSEVILLE        |  | MN    |  |     | 55113 | 
|MACY  |  | MN0-FOX RIVER   |  | 4301 WEST WISCONSIN AVE     |  | APPLETON         |  | WI    |  |     | 54915 | 
|MACY  |  | MNO-BURNSVILLE  |  | 14251 BURNHAVEN DRIVE       |  | BURNSVILLE       |  | MN    |  |     | 55306 | 
|MACY  |  | MMW-GRNWD       |  | 1251 US 31 NORTH            |  | GREENWOOD        |  | IN    |  |     | 46142 | 
|MACY  |  | MMW-HUNGTN      |  | 300 HUNTINGTON MALL         |  | BARBOURSVILLE    |  | WV    |  |     | 25504 | 
|MACY  |  | MMW-NTHPRK      |  | 359 NORTHPARK LANE          |  | JOPLIN           |  | MO    |  |     | 64801 | 
|MACY  |  | MMW-PITTSBGH    |  | 400 FIFTH AVENUE            |  | PITTSBURGH       |  | PA    |  |     | 15219 | 
|MACY  |  | MMW-STHHLS      |  | 100 SOUTH HILLS VILLAGE     |  | PITTSBURGH       |  | PA    |  |     | 15241 | 
|MACY  |  | MMW-CASLTN      |  | 6020 EAST 82ND ST           |  | CASTLETON        |  | IN    |  |     | 46250 | 
|MACY  |  | MNW-CTTNWD      |  | 4835 HIGHLAND DRIVE         |  | SALT LAKE CITY   |  | UT    |  |     | 84117 | 
|MACY  |  | MNW-SANDY       |  | 10600 SOUTH 110 WEST        |  | SANDY            |  | UT    |  |     | 84070 | 
|MACY  |  | MNW-OREM        |  | 543 EAST UNIVERSITY PARKWAY |  | OREM             |  | UT    |  |     | 84097 | 
|MACY  |  | MNW-LAYTON      |  | 1000 LAYTON HILLS MALL      |  | LAYTON           |  | UT    |  |     | 84041 | 
|MACY  |  | MNW-RIVERDLE    |  | 1134 WEST RIVERDALE ROAD    |  | RIVERDALE        |  | UT    |  |     | 84405 | 
|MACY  |  | MSO-LENOX       |  | 3393 PEACHTREE RD           |  | ATLANTA          |  | GA    |  |     | 30326 | 
|MACY  |  | MSO-HICKORY     |  | 6001 WINCHESTER             |  | MEMPHIS          |  | TN    |  |     | 38115 | 
|MACY  |  | MSO-LIMA        |  | 2600 ELIDA ROAD             |  | LIMA             |  | OH    |  |     | 45805 | 
|MACY  |  | MSO-DAYTON      |  | DAYTON MALL                 |  | DAYTON           |  | OH    |  |     | 45459 | 
|MACY  |  | MSO-TRCNTY      |  | 11700 PRINCETON PIKE        |  | CINCINNATI       |  | OH    |  |     | 45246 | 
|MACY  |  | MSO-FLORNC      |  | FLORENCE MALL               |  | FLORENCE         |  | KY    |  |     | 41042 | 
|MACY  |  | MSO-NTHGTE      |  | 9531 COLERAIN AVENUE        |  | CINCINNATI       |  | OH    |  |     | 45251 | 
|MACY  |  | MSO-OAKCRT      |  | 4848 POPLAR                 |  | MEMPHIS          |  | TN    |  |     | 38117 | 
|MACY  |  | MSO-RVRCHS      |  | 2600 RIVERCHASE GALLERIA    |  | BIRMINGHAM       |  | AL    |  |     | 35244 | 





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Mothers Work, Inc.

Leased Departments



|      |  |                 |  |                            |  |                  |  |       |  |     |       | 
|----- |  | --------------- |  | -------------------------- |  | ---------------- |  | ----- |  | --- | ----- | 
|Chain |  | Store Name      |  | Street                     |  | City             |  | STATE |  | Zip |      
|MACY  |  | MSO-TWNCNTR     |  | 400 ERNEST G BARRETT PKWY  |  | KENNESAW         |  | GA    |  |     | 30144 | 
|MACY  |  | MSO-STHLK       |  | 1500 SOUTHLAKE MALL        |  | MORROW           |  | GA    |  |     | 30260 | 
|MACY  |  | MSO-MALL GA     |  | 3333 BUFORD DRIVE          |  | BUFORD           |  | GA    |  |     | 30519 | 
|MACY  |  | MSO-FTN PL      |  | 505 VINE STREET            |  | CINCINNATI       |  | OH    |  |     | 45202 | 
|MACY  |  | MSO-PCHTREE     |  | 3091 MANCHESTER EXPRESSWAY |  | COLUMBUS         |  | GA    |  |     | 31904 | 
|MACY  |  | MSO-LEXNTN      |  | 3303 NICHOLASVILLE PARK    |  | LEXINGTON        |  | KY    |  |     | 40503 | 
|MACY  |  | MSO-CUMBERL     |  | 1300 CUMBERLAND MALL       |  | ATLANTA          |  | GA    |  |     | 30339 | 
|MACY  |  | MSO-NTHWST      |  | 1000 NORTHWEST MALL        |  | HOUSTON          |  | TX    |  |     | 77092 | 
|MACY  |  | MSO-W OAKS      |  | 800 WEST OAKS MALL         |  | HOUSTON          |  | TX    |  |     | 77082 | 
|MACY  |  | MSO-DEL NRTE    |  | 5300 SAN DARIO             |  | LAREDO           |  | TX    |  |     | 78041 | 
|MACY  |  | MSO-LKLNE       |  | 11250 LAKE STOP BLVD       |  | CEDAR PARK       |  | TX    |  |     | 78613 | 
|MYCY  |  | MSO-TWN E       |  | 4000 TOWN EAST BLVD        |  | MESQUITE         |  | TX    |  |     | 75150 | 
|MACY  |  | MSO-GREENBR     |  | 1401 GREENBRIAR PARKWAY    |  | CHESAPEAKE       |  | VA    |  |     | 23320 | 
|SEARS |  | SRS-N ATTLEBORO |  | 1009 S WASHINGTON STREET   |  | NORTH ATTLEBORO  |  | MA    |  |     | 02760 | 
|SEARS |  | SRS-SAUGUS      |  | 1325 BROADWAY              |  | SAUGUS           |  | MA    |  |     | 01906 | 
|SEARS |  | SRS-WARWICK     |  | 650 BALD HILL ROAD         |  | WARWICK          |  | RI    |  |     | 02886 | 
|SEARS |  | SRS-MARLBRGH    |  | 521 LYNCH BLVD             |  | MARLBOROUGH      |  | MA    |  |     | 01752 | 
|SEARS |  | SRS-DEDHAM      |  | 300 PROVIDENCE HWY         |  | DEDHAM           |  | MA    |  |     | 02026 | 
|SEARS |  | SRS-BRAINTREE   |  | 250 GRANITE STREET         |  | BRAINTREE        |  | MA    |  |     | 02184 | 
|SEARS |  | SRS-KINGSTN     |  | ROUTE 3 & SMITH LANE       |  | KINGSTON         |  | MA    |  |     | 02364 | 
|SEARS |  | SRS-SWANSEA     |  | ROUTE 6 & 118              |  | SWANSEA          |  | MA    |  |     | 02777 | 
|SEARS |  | SRS-HYANNIS     |  | CAPE COD MALL              |  | HYANNIS          |  | MA    |  |     | 02601 | 
|SEARS |  | SRS-N DARTMTH   |  | NORTH DARTMOUTH PLAZA      |  | NORTH DARTMOUTH  |  | MA    |  |     | 02747 | 
|SEARS |  | SRS-TAUNTN      |  | SILVER CITY GALLERIA       |  | TAUNTON          |  | MA    |  |     | 02780 | 
|SEARS |  | SRS-ALBANY      |  | COLONIE CRT MALL           |  | ALBANY           |  | NY    |  |     | 12205 | 
|SEARS |  | SRS-ROTTERDM    |  | 93 W CAMPBELL ROAD         |  | ROTTERDAM        |  | NY    |  |     | 12306 | 
|SEARS |  | SRS-SARATOGA    |  | 3065 ROUTE 50              |  | SARATOGA SPRINGS |  | NY    |  |     | 12866 | 
|SEARS |  | SRS-LANESBORO   |  | BERKSHIRE MALL             |  | LANESBORO        |  | MA    |  |     | 01237 | 
|SEARS |  | SRS-G FALLS     |  | AVIATION MALL              |  | GLEN FALLS       |  | NY    |  |     | 12804 | 
|SEARS |  | SRS-PLATTSBRGH  |  | CHAMPLAIN CTR N            |  | PLATTSBURGH      |  | NY    |  |     | 12901 | 
|SEARS |  | SRS-LEWISVL     |  | S STEMMONS FWY, STE 5      |  | LEWISVILLE       |  | TX    |  |     | 75067 | 
|SEARS |  | SRS-SW CTR      |  | SOUTHWEST CENTER MALL      |  | DALLAS           |  | TX    |  |     | 75237 | 
|SEARS |  | SRS-RDGEMAR     |  | 1800 GREEN OAKS ROAD       |  | FORT WORTH       |  | TX    |  |     | 76116 | 
|SEARS |  | SRS-HURST       |  | 1101 MELBOURNE ROAD        |  | HURST            |  | TX    |  |     | 76053 | 
|SEARS |  | SRS-ARLNGTN     |  | PARKS MALL                 |  | ARLINGTON        |  | TX    |  |     | 76015 | 
|SEARS |  | SRS-SOUTHPT     |  | 4900 S HULEN STREET        |  | FORT WORTH       |  | TX    |  |     | 76132 | 
|SEARS |  | SRS-IRVING      |  | 2501 IRVING MALL           |  | IRVING           |  | TX    |  |     | 75062 | 
|SEARS |  | SRS-DENTON      |  | GOLDEN TRIANGLE MALL       |  | DENTON           |  | TX    |  |     | 76205 | 
|SEARS |  | SRS-VALLEY VW   |  | VALLEY VIEW CENTER         |  | DALLAS           |  | TX    |  |     | 75240 | 





---

Mothers Work, Inc.

Leased Departments



|      |  |                 |  |                            |  |                    |  |       |  |     |       | 
|----- |  | --------------- |  | -------------------------- |  | ------------------ |  | ----- |  | --- | ----- | 
|Chain |  | Store Name      |  | Street                     |  | City               |  | STATE |  | Zip |      
|SEARS |  | SRS-FRISCO      |  | 2605 PRESTON ROAD          |  | FRISCO             |  | TX    |  |     | 75034 | 
|SEARS |  | SRS-MESQUITE    |  | TOWN EAST MALL             |  | MESQUITE           |  | TX    |  |     | 75150 | 
|SEARS |  | SRS-RICHDSN     |  | RICHARDSON SQUARE          |  | RICHARDSON         |  | TX    |  |     | 75081 | 
|SEARS |  | SRS-PLANO       |  | 851 N CENTRAL EXPRESSWAY   |  | PLANO              |  | TX    |  |     | 75075 | 
|SEARS |  | SRS-PARIS       |  | 3060 CLARKSVILLE STREET    |  | PARIS              |  | TX    |  |     | 75460 | 
|SEARS |  | SRS-STRNGVL     |  | 17271 SOUTHPARK CIRCLE     |  | STRONGSVILLE       |  | OH    |  |     | 44136 | 
|SEARS |  | SRS-ELYRIA      |  | 4900 MIDWAY MALL           |  | ELYRIA             |  | OH    |  |     | 44035 | 
|SEARS |  | SRS-MENTOR      |  | 7875 JONNYCAKE RIDGE RD    |  | MENTOR             |  | OH    |  |     | 44060 | 
|SEARS |  | SRS-CANTON      |  | 4100 BELDEN VILLAGE MALL   |  | CANTON             |  | OH    |  |     | 44718 | 
|SEARS |  | SRS-MIDDLBRG    |  | 6950 W 130TH STREET        |  | MIDDLEBERG HEIGHTS |  | OH    |  |     | 44130 | 
|SEARS |  | SRS-BRITTN      |  | 2000 BRITTAIN ROAD         |  | AKRON              |  | OH    |  |     | 44310 | 
|SEARS |  | SRS-RICHMD      |  | RICHMOND MALL              |  | RICHMOND HEIGHTS   |  | OH    |  |     | 44143 | 
|SEARS |  | SRS-ROMIG       |  | 2400 ROMIG ROAD            |  | AKRON              |  | OH    |  |     | 44322 | 
|SEARS |  | SRS-N OMLSTD    |  | 5000 GREAT NORTHERN MALL   |  | NORTH OLMSTEAD     |  | OH    |  |     | 44070 | 
|SEARS |  | SRS-ROSEVL      |  | 1191 GALLERIA BLVD         |  | ROSEVILLE          |  | CA    |  |     | 95678 | 
|SEARS |  | SRS-FAIRFLD     |  | 1420 TRAVIS BLVD           |  | FAIRFIELD          |  | CA    |  |     | 94533 | 
|SEARS |  | SRS-ARDN FR     |  | ARDEN FAIR SHOPPING CENTER |  | SACRAMENTO         |  | CA    |  |     | 95815 | 
|SEARS |  | SRS-STOCKTN     |  | WEBERSTOWN MALL            |  | STOCKTON           |  | CA    |  |     | 95207 | 
|SEARS |  | SRS-FLORIN      |  | FLORIN CENTER              |  | SACRAMENTO         |  | CA    |  |     | 95832 | 
|SEARS |  | SRS-CITRUS      |  | SUNRISE MALL               |  | CITRUS HEIGHTS     |  | CA    |  |     | 95601 | 
|SEARS |  | SRS-MODESTO     |  | 100 VINTAGE FAIRE MALL     |  | MODESTO            |  | CA    |  |     | 95356 | 
|SEARS |  | SRS-TRACY       |  | 3350 NAGLEE ROAD           |  | TRACY              |  | CA    |  |     | 95304 | 
|SEARS |  | SRS-YUBA CTY    |  | 1235 COLUSA AVENUE         |  | YUBA CITY          |  | CA    |  |     | 95991 | 
|SEARS |  | SRS-G BURNIE    |  | 7900 GOV RITCHIE HWY       |  | GLEN BURNIE        |  | MD    |  |     | 21061 | 
|SEARS |  | SRS-BEL AIR     |  | 658 BALTIMORE PIKE         |  | BEL AIR            |  | MD    |  |     | 21014 | 
|SEARS |  | SRS-SECURITY    |  | 6901 SECURITY BLVD         |  | BALTIMORE          |  | MD    |  |     | 21244 | 
|SEARS |  | SRS-SALSBRY     |  | 2306 N SALISBURY BLVD      |  | SALISBURY          |  | MD    |  |     | 21801 | 
|SEARS |  | SRS-PERRY HL    |  | 8200 PERRY HALL BLVD       |  | BALTIMORE          |  | MD    |  |     | 21236 | 
|SEARS |  | SRS-DOVER       |  | 1000 DOVER MALL            |  | DOVER              |  | DE    |  |     | 19901 | 
|SEARS |  | SRS-CMBRLND     |  | 1262 VOCKE ROAD            |  | CUMBERLAND         |  | MD    |  |     | 21502 | 
|SEARS |  | SRS-MRTNSBRG    |  | 800 FOXCROFT AVE           |  | MARTINSBURG        |  | WV    |  |     | 25401 | 
|SEARS |  | SRS-EASTRN      |  | 7885 EASTERN BLVD          |  | BALTIMORE          |  | MD    |  |     | 21224 | 
|SEARS |  | SRS-HGRSTWN     |  | 17318 VALLEY MALL ROAD     |  | HAGERSTOWN         |  | MD    |  |     | 21740 | 
|SEARS |  | SRS-WSTMNSTR    |  | 400 N CENTER STREET        |  | WESTMINSTER        |  | MD    |  |     | 21157 | 
|SEARS |  | SRS-MOORESTWN   |  | RTE 38 & LENOLA ROAD       |  | MOORESTOWN         |  | NJ    |  |     | 08057 | 
|SEARS |  | SRS-GRD FTHILL  |  | 8250 DAY CREEK BLVD        |  | RANCHO CUCAMONGA   |  | CA    |  |     | 91739 | 
|SEARS |  | SRS-WESTMINSTER |  | 5501 W 88TH AVE            |  | WESTMINSTER        |  | CO    |  |     | 80031 | 
|SEARS |  | SRS-SALEM       |  | THE MALL AT ROCKINGHAM PK  |  | SALEM              |  | NH    |  |     | 03079 | 
|SEARS |  | SRS-GARDEN CITY |  | 1111 FRANKLIN AVE          |  | GARDEN CITY        |  | NY    |  |     | 11530 | 





---

Mothers Work, Inc.

Leased Departments



|      |  |                             |  |                               |  |               |  |       |  |     |       | 
|----- |  | --------------------------- |  | ----------------------------- |  | ------------- |  | ----- |  | --- | ----- | 
|Chain |  | Store Name                  |  | Street                        |  | City          |  | STATE |  | Zip |      
|SEARS |  | SRS-LAKE WALES              |  | EAGLE RIDGE MALL              |  | LAKE WALES    |  | FL    |  |     | 33859 | 
|SEARS |  | SRS-OCALA                   |  | 3100 SW COLLEGE RD STE 300    |  | OCALA         |  | FL    |  |     | 34474 | 
|SEARS |  | SRS-BRANDON                 |  | 686 BRANDON TOWN CENTER MALL  |  | BRANDON       |  | FL    |  |     | 33511 | 
|SEARS |  | SRS-LOS ANGELES/BOYLE       |  | 2650 E OLYMPIC BLVD           |  | LOS ANGELES   |  | CA    |  |     | 90023 | 
|SEARS |  | SRS-MERLEHAY                |  | 4000 MERLE HAY RD             |  | DES MOINES    |  | IA    |  |     | 50310 | 
|SEARS |  | SRS-VERO BEACH              |  | 6200 20TH ST STE 300          |  | VERO BEACH    |  | FL    |  |     | 32966 | 
|SEARS |  | SRS-LITTLE ROCK             |  | 600 S UNIVERSITY AVE          |  | LITTLE ROCK   |  | AR    |  |     | 72205 | 
|SEARS |  | SRS-LOS ANGELES/BALDWIN HLS |  | BALDWIN HILLS MALL            |  | LOS ANGELES   |  | CA    |  |     | 90008 | 
|SEARS |  | SRS-PLEASANTON              |  | STONERIDGE MALL               |  | PLEASANTON    |  | CA    |  |     | 94588 | 
|SEARS |  | SRS-OAKVIEW                 |  | OAK VIEW MALL                 |  | OMAHA         |  | NE    |  |     | 68144 | 
|SEARS |  | SRS-DULLES/LOUDOUN CNTY     |  | 21000 DULLES TOWN CIR         |  | DULLES        |  | VA    |  |     | 20166 | 
|SEARS |  | SRS-MEMPHIS/RALEIGH SPRINGS |  | RALEIGH SPRINGS MALL          |  | MEMPHIS       |  | TN    |  |     | 38128 | 
|SEARS |  | SRS-EL PASO/SUNLAND PK      |  | 750 SUNLAND PARK DR           |  | EL PASO       |  | TX    |  |     | 79912 | 
|SEARS |  | SRS-HOLLYWOOD               |  | 5601 SANTA MONICA BLVD        |  | LOS ANGELES   |  | CA    |  |     | 90038 | 
|SEARS |  | SRS-NORTHTOWN               |  | 4700 N DIVISION ST            |  | SPOKANE       |  | WA    |  |     | 99207 | 
|SEARS |  | SRS-BROOKLYN CTR            |  | BROOKDALE CTR                 |  | BROOKLYN CTR  |  | MN    |  |     | 55430 | 
|SEARS |  | SRS-ROSS PARK               |  | 1008 ROSS PARK MALL DR        |  | PITTSBURGH    |  | PA    |  |     | 15237 | 
|SEARS |  | SRS-AUGUSTA                 |  | 3450B WRIGHTSBORO RD          |  | AUGUSTA       |  | GA    |  |     | 30909 | 
|SEARS |  | SRS-SPOKANE VLLY            |  | 14720 E INDIANA AVE           |  | SPOKANE       |  | WA    |  |     | 99216 | 
|SEARS |  | SRS-EASTLND                 |  | EASTLAND MALL                 |  | COLUMBUS      |  | OH    |  |     | 43232 | 
|SEARS |  | SRS-XROAD MALL              |  | CROSSROADS MALL               |  | OMAHA         |  | NE    |  |     | 68114 | 
|SEARS |  | SRS-JOPLIN                  |  | 101 N RANGELINE RD            |  | JOPLIN        |  | MO    |  |     | 64801 | 
|SEARS |  | SRS-MERIDEN                 |  | 470 LEWIS AVE                 |  | MERIDEN       |  | CT    |  |     | 06451 | 
|SEARS |  | SRS-JERSEY CTY/NEWPORT      |  | 50 MALL DR W                  |  | JERSEY CITY   |  | NJ    |  |     | 07310 | 
|SEARS |  | SRS-NORTHGATE               |  | 1620 GUESS RD                 |  | DURHAM        |  | NC    |  |     | 27701 | 
|SEARS |  | SRS-PASADENA                |  | 3801 E FOOTHILL BLVD          |  | PASADENA      |  | CA    |  |     | 91107 | 
|SEARS |  | SRS-CORAL SPRINGS           |  | CORAL SQ MALL                 |  | CORAL SPRINGS |  | FL    |  |     | 33071 | 
|SEARS |  | SRS-MOBILE                  |  | 3201 BELL AIR MALL            |  | MOBILE        |  | AL    |  |     | 36606 | 
|SEARS |  | SRS-BROOKFIELD              |  | BROOKFIELD SQ S/C             |  | BROOKFIELD    |  | WI    |  |     | 53005 | 
|SEARS |  | SRS-LANGHORNE/OXFORD VLY    |  | OXFORD VALLEY MALL            |  | LANGHORNE     |  | PA    |  |     | 19047 | 
|SEARS |  | SRS-GLEN ALLEN(RICHMOND)    |  | VIRGINIA CTR COMMONS          |  | GLEN ALLEN    |  | VA    |  |     | 23059 | 
|SEARS |  | SRS-GRNDCANYON              |  | SEARS GRAND GRAND CANYON PKWY |  | LAS VEGAS     |  | NV    |  |     | 89147 | 
|SEARS |  | SRS-MEMORIAL                |  | 400 MEMORIAL CITY WAY         |  | HOUSTON       |  | TX    |  |     | 77024 | 
|SEARS |  | SRS-PALMDALE                |  | ANTELOPE VLY MALL             |  | PALMDALE      |  | CA    |  |     | 93551 | 
|SEARS |  | SRS-OVERLKE PRK             |  | OVERLAKE PARK                 |  | REDMOND       |  | WA    |  |     | 98052 | 
|SEARS |  | SRS-MANKATO                 |  | 1850 ADAMS ST STE 5           |  | MANKATO       |  | MN    |  |     | 56001 | 
|SEARS |  | SRS-LAKEWOOD/DENVER         |  | WESTLAND CTR                  |  | LAKEWOOD      |  | CO    |  |     | 80215 | 
|SEARS |  | SRS-WALDORF/ST CHARLES      |  | ST CHARLES TOWNE CTR          |  | WALDORF       |  | MD    |  |     | 20603 | 
|SEARS |  | SRS-DAYTONA BEACH           |  | 1700 W INTL SPEEDWAY BLVD     |  | DAYTONA BEACH |  | FL    |  |     | 32114 | 





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Mothers Work, Inc.

Leased Departments



|      |  |                        |  |                                |  |               |  |       |  |     |       | 
|----- |  | ---------------------- |  | ------------------------------ |  | ------------- |  | ----- |  | --- | ----- | 
|Chain |  | Store Name             |  | Street                         |  | City          |  | STATE |  | Zip |      
|SEARS |  | SRS-SHREVEPORT         |  | 3601 SOUTHERN AVE              |  | SHREVEPORT    |  | LA    |  |     | 71104 | 
|SEARS |  | SRS-WASHNGTON SQ       |  | 9800 SW WASHINGTON SQUARE RD   |  | PORTLAND      |  | OR    |  |     | 97223 | 
|SEARS |  | SRS-GREENDALE          |  | SOUTHRIDGE S/C                 |  | GREENDALE     |  | WI    |  |     | 53129 | 
|SEARS |  | SRS-COTTMAN            |  | 7300 BUSTLETON AVE             |  | PHILADELPHIA  |  | PA    |  |     | 19152 | 
|SEARS |  | SRS-CAGUAS             |  | LAS CATALINAS MALL             |  | CAGUAS        |  | PR    |  |     | 00725 | 
|SEARS |  | SRS-CORTANA            |  | CORTANA MALL                   |  | BATON ROUGE   |  | LA    |  |     | 70815 | 
|SEARS |  | SRS-WEST OAKS          |  | WEST OAKS MALL                 |  | HOUSTON       |  | TX    |  |     | 77082 | 
|SEARS |  | SRS-ANCHORAGE(SUR)     |  | 700 E NORTHERN LIGHTS BLVD     |  | ANCHORAGE     |  | AK    |  |     | 99503 | 
|SEARS |  | SRS-HARLEM             |  | 1601 N HARLEM AVE              |  | CHICAGO       |  | IL    |  |     | 60707 | 
|SEARS |  | SRS-SEQUOYA            |  | 4400 S WESTERN AVE             |  | OKLAHOMA CITY |  | OK    |  |     | 73109 | 
|SEARS |  | SRS-WESTLAND(DETROIT)  |  | 35000 WARREN RD                |  | WESTLAND      |  | MI    |  |     | 48185 | 
|SEARS |  | SRS-DOUGLASVILLE       |  | 6580 DOUGLAS BLVD              |  | DOUGLASVILLE  |  | GA    |  |     | 30135 | 
|SEARS |  | SRS-PENSACOLA          |  | 7171 N DAVIS HWY               |  | PENSACOLA     |  | FL    |  |     | 32504 | 
|SEARS |  | SRS-SOUTHPARK          |  | 2310 SW MILITARY DR            |  | SAN ANTONIO   |  | TX    |  |     | 78224 | 
|SEARS |  | SRS-FEDERAL WAY        |  | 1701 S 320TH ST                |  | FEDERAL WAY   |  | WA    |  |     | 98003 | 
|SEARS |  | SRS-FLINT              |  | 3191 S LINDEN RD               |  | FLINT         |  | MI    |  |     | 48507 | 
|SEARS |  | SRS-OVERLAND PARK      |  | 9701 METCALF AVE               |  | OVERLAND PARK |  | KS    |  |     | 66212 | 
|SEARS |  | SRS-OCOEE              |  | 9405 W COLONIAL DR             |  | OCOEE         |  | FL    |  |     | 34761 | 
|SEARS |  | SRS-JACKSON            |  | 1400 METROCENTER               |  | JACKSON       |  | MS    |  |     | 39209 | 
|SEARS |  | SRS-ALDERWOOD          |  | 18600 ALDERWOOD MALL PKWY      |  | LYNNWOOD      |  | WA    |  |     | 98037 | 
|SEARS |  | SRS-PORTAGE            |  | 6780 S WESTNEDGE AVE           |  | PORTAGE       |  | MI    |  |     | 49024 | 
|SEARS |  | SRS-MINNETONKA         |  | 12431 WAYZATA BLVD             |  | MINNETONKA    |  | MN    |  |     | 55305 | 
|SEARS |  | SRS-BEVERLY            |  | 2307 BEVERLEY RD               |  | BROOKLYN      |  | NY    |  |     | 11226 | 
|SEARS |  | SRS-CHATTANOOGA        |  | HAMILTON PLACE MALL            |  | CHATTANOOGA   |  | TN    |  |     | 37421 | 
|SEARS |  | SRS-MONROE             |  | 4800 MILLHAVEN RD              |  | MONROE        |  | LA    |  |     | 71203 | 
|SEARS |  | SRS-SALT LAKE CITY     |  | 754 S STATE ST                 |  | SALT LAKE CTY |  | UT    |  |     | 84111 | 
|SEARS |  | SRS-CLACKAMAS          |  | 11800 SE 82ND AVE              |  | PORTLAND      |  | OR    |  |     | 97266 | 
|SEARS |  | SRS-TUTTLE             |  | TUTTLE CROSSING                |  | COLUMBUS      |  | OH    |  |     | 43016 | 
|SEARS |  | SRS-INDEPENDENCE       |  | 18777 E 39TH ST S              |  | INDEPENDENCE  |  | MO    |  |     | 64057 | 
|SEARS |  | SRS-MAPLEWOOD          |  | 3001 WHITE BEAR AVE N          |  | MAPLEWOOD     |  | MN    |  |     | 55109 | 
|SEARS |  | SRS-BAY SHORE          |  | 1701 SUNRISE HWY               |  | BAY SHORE     |  | NY    |  |     | 11706 | 
|SEARS |  | SRS-MIAMI/CORAL GABLES |  | CORAL GABLES                   |  | MIAMI         |  | FL    |  |     | 33145 | 
|SEARS |  | SRS-MONTGOMERY         |  | EASTDALE MALL                  |  | MONTGOMERY    |  | AL    |  |     | 36117 | 
|SEARS |  | SRS-SHEPHERD           |  | 4000 N SHEPHERD DR             |  | HOUSTON       |  | TX    |  |     | 77018 | 
|SEARS |  | SRS-TACOMA             |  | 4502 S STEELE ST STE 100       |  | TACOMA        |  | WA    |  |     | 98409 | 
|SEARS |  | SRS-SOUTHGLENN         |  | SOUTHGLENN MALL                |  | LITTLETON     |  | CO    |  |     | 80122 | 
|SEARS |  | SRS-BURNSVILLE         |  | 14250 BUCK HILL RD             |  | BURNSVILLE    |  | MN    |  |     | 55306 | 
|SEARS |  | SRS-MILFORD            |  | WESTFIELD SHPGTWN CT POST MALL |  | MILFORD       |  | CT    |  |     | 06460 | 
|SEARS |  | SRS-RIVERCHASE         |  | 2500 RIVERCHASE GALLERIA       |  | BIRMINGHAM    |  | AL    |  |     | 35244 | 





---

Mothers Work, Inc.

Leased Departments



|      |  |                               |  |                              |  |               |  |       |  |     |       | 
|----- |  | ----------------------------- |  | ---------------------------- |  | ------------- |  | ----- |  | --- | ----- | 
|Chain |  | Store Name                    |  | Street                       |  | City          |  | STATE |  | Zip |      
|SEARS |  | SRS-HANCOCK                   |  | 1000 E 41ST                  |  | AUSTIN        |  | TX    |  |     | 78751 | 
|SEARS |  | SRS-TUKWILA                   |  | 400 SOUTHCENTER MALL         |  | TUKWILA       |  | WA    |  |     | 98188 | 
|SEARS |  | SRS-GRAND RAPIDS              |  | 3099 28TH ST SE              |  | GRAND RAPIDS  |  | MI    |  |     | 49512 | 
|SEARS |  | SRS-AURORA                    |  | AURORA MALL                  |  | AURORA        |  | CO    |  |     | 80012 | 
|SEARS |  | SRS-EDEN PRAIRIE              |  | 8301 FLYING CLOUD DR         |  | EDEN PRAIRIE  |  | MN    |  |     | 55344 | 
|SEARS |  | SRS-KINGS                     |  | 5200 KINS PLZ                |  | BROOKLYN      |  | NY    |  |     | 11234 | 
|SEARS |  | SRS-CORDOVA/MEMPHIS/GERMANTWN |  | WOLFCHASE GALLERIA           |  | MEMPHIS       |  | TN    |  |     | 38133 | 
|SEARS |  | SRS-MALL OF LA                |  | 6501 BLUBONNET BLVD          |  | BATON ROUGE   |  | LA    |  |     | 70836 | 
|SEARS |  | SRS-VENTURA                   |  | 3295 E MAIN ST               |  | VENTURA       |  | CA    |  |     | 93003 | 
|SEARS |  | SRS-NESHAMINY                 |  | 100 NESHAMINY MALL           |  | BENSALEM      |  | PA    |  |     | 19020 | 
|SEARS |  | SRS-WOODLAND                  |  | 6929 S MEMORIAL DR           |  | TULSA         |  | OK    |  |     | 74133 | 
|SEARS |  | SRS-WHITEHALL                 |  | WHITEHALL MALL               |  | WHITEHALL     |  | PA    |  |     | 18052 | 
|SEARS |  | SRS-KENNESAW                  |  | 400 ERNEST W BARRETT PKWY NW |  | KENNESAW      |  | GA    |  |     | 30144 | 
|SEARS |  | SRS-ALAMOANA                  |  | 1450 ALA MOANA BLVD          |  | HONOLULU      |  | HI    |  |     | 96814 | 
|SEARS |  | SRS-EAST                      |  | 7700 E KELLOGG DR            |  | WICHITA       |  | KS    |  |     | 67207 | 
|SEARS |  | SRS-AMHERST                   |  | 1261 NIAGARA FALLS BLVD      |  | AMHERST       |  | NY    |  |     | 14226 | 
|SEARS |  | SRS-BURLINGTON                |  | BURLINGTON MALL              |  | BURLINGTON    |  | MA    |  |     | 01803 | 
|SEARS |  | SRS-CONCORD                   |  | CAROLINA MALL                |  | CONCORD       |  | NC    |  |     | 28025 | 
|SEARS |  | SRS-MERIDIAN                  |  | 1740 BONITA LAKES CIR        |  | MERIDIAN      |  | MS    |  |     | 39301 | 
|SEARS |  | SRS-CENTRAL PARK              |  | 201 CENTRAL PARK             |  | SAN ANTONIO   |  | TX    |  |     | 78216 | 
|SEARS |  | SRS-NO HOLLYWOOD-LA VALLEY    |  | VALLEY PLZ MALL              |  | N HOLLYWOOD   |  | CA    |  |     | 91606 | 
|SEARS |  | SRS-CHANDLER                  |  | CHANDLER FASHION CENTER      |  | CHANDLER      |  | AZ    |  |     | 85226 | 
|SEARS |  | SRS-LANSING                   |  | FRANDOR S/C                  |  | LANSING       |  | MI    |  |     | 48912 | 
|SEARS |  | SRS-SPRINGFIELD               |  | 2825 S GLENSTONE AVE         |  | SPRINGFIELD   |  | MO    |  |     | 65804 | 
|SEARS |  | SRS-STRATFORD                 |  | STRATFORD SQ MALL            |  | BLOOMINGDALE  |  | IL    |  |     | 60108 | 
|SEARS |  | SRS-MERRITT ISLAND            |  | 777 E MERRITT ISLAND CSWY    |  | MERRITT IS    |  | FL    |  |     | 32952 | 
|SEARS |  | SRS-PASADENA                  |  | 999 PASEDENA BLVD            |  | PASADENA      |  | TX    |  |     | 77506 | 
|SEARS |  | SRS-CANOGA PK/TOPANGA PLZ     |  | 21851 VICTORY BLVD           |  | CANOGA PARK   |  | CA    |  |     | 91303 | 
|SEARS |  | SRS-MEMPHIS/POPLAR            |  | 4570 POPLAR AVE              |  | MEMPHIS       |  | TN    |  |     | 38117 | 
|SEARS |  | SRS-MIDRIVER                  |  | #3 MID RIVERS MALL DR        |  | ST PETERS     |  | MO    |  |     | 63376 | 
|SEARS |  | SRS-ASHEVILLE                 |  | ASHEVILLE MALL               |  | ASHEVILLE     |  | NC    |  |     | 28805 | 
|SEARS |  | SRS-WATERFORD                 |  | 850 HARTFORD TNPK            |  | WATERFORD     |  | CT    |  |     | 06385 | 
|SEARS |  | SRS-WESTWOOD                  |  | 9570 SOUTHWEST FRWY          |  | HOUSTON       |  | TX    |  |     | 77074 | 
|SEARS |  | SRS-HILLDALL                  |  | 40 HILLSDALE MALL            |  | SAN MATEO     |  | CA    |  |     | 94403 | 
|SEARS |  | SRS-STATE ST                  |  | 2 N STATE ST                 |  | CHICAGO       |  | IL    |  |     | 60602 | 
|SEARS |  | SRS-NORTH LITTLE ROCK         |  | 3930 MCCAIN BLVD             |  | N LITTLE ROCK |  | AR    |  |     | 72116 | 
|SEARS |  | SRS-FRESNO                    |  | MANCHESTER CTR               |  | FRESNO        |  | CA    |  |     | 93726 | 
|SEARS |  | SRS-LONG BEACH                |  | 2100 N BELLFLOWER BLVD       |  | LONG BEACH    |  | CA    |  |     | 90815 | 
|SEARS |  | SRS-POLARIS                   |  | 1400 POLARIS PKWY            |  | COLUMBUS      |  | OH    |  |     | 43240 | 





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Mothers Work, Inc.

Leased Departments



|      |  |                            |  |                             |  |               |  |       |  |     |       | 
|----- |  | -------------------------- |  | --------------------------- |  | ------------- |  | ----- |  | --- | ----- | 
|Chain |  | Store Name                 |  | Street                      |  | City          |  | STATE |  | Zip |      
|SEARS |  | SRS-QUAIL SPRNG            |  | 2501 W MEMORIAL RD          |  | OKLAHOMA CITY |  | OK    |  |     | 73134 | 
|SEARS |  | SRS-NORTH RIVERSIDE        |  | NORTH RIVERSIDE MALL        |  | NO RIVERSIDE  |  | IL    |  |     | 60546 | 
|SEARS |  | SRS-MEMPHIS/SOUTHLAND      |  | SOUTHLAND MALL              |  | MEMPHIS       |  | TN    |  |     | 38116 | 
|SEARS |  | SRS-CORPUS CHRISTI         |  | 1305 AIRLINE RD             |  | CRP CHRSTI    |  | TX    |  |     | 78412 | 
|SEARS |  | SRS-FLORISSANT             |  | JAMESTOWN MALL              |  | FLORISSANT    |  | MO    |  |     | 63034 | 
|SEARS |  | SRS-ST LOUIS/SOUTH CNTY    |  | 250 S COUNTY CENTER WAY     |  | SAINT LOUIS   |  | MO    |  |     | 63129 | 
|SEARS |  | SRS-HARRISBURG             |  | COLONIAL PARK MALL          |  | HARRISBURG    |  | PA    |  |     | 17109 | 
|SEARS |  | SRS-COLONIAL               |  | COLONIAL FASHION SQ         |  | ORLANDO       |  | FL    |  |     | 32803 | 
|SEARS |  | SRS-METAIRIE NW ORLNS      |  | SEARS CLEARVIEW             |  | METAIRIE      |  | LA    |  |     | 70006 | 
|SEARS |  | SRS-BOISE                  |  | 460 N MILWAUKEE ST          |  | BOISE         |  | ID    |  |     | 83704 | 
|SEARS |  | SRS-COON RAPIDS            |  | 12737 RIVERDALE BLVD NW     |  | COON RAPIDS   |  | MN    |  |     | 55448 | 
|SEARS |  | SRS-TULSA                  |  | 1901 S YALE AVE             |  | TULSA         |  | OK    |  |     | 74112 | 
|SEARS |  | SRS-GREENSPOINT            |  | GREENSPOINT MALL            |  | HOUSTON       |  | TX    |  |     | 77060 | 
|SEARS |  | SRS-YORK/GALLERIA          |  | 5 GALLERIA MALL             |  | YORK          |  | PA    |  |     | 17402 | 
|SEARS |  | SRS-LUBBOCK                |  | SOUTH PLAINS MALL           |  | LUBBOCK       |  | TX    |  |     | 79414 | 
|SEARS |  | SRS-HAYWARD                |  | SOUTHLAND MALL              |  | HAYWARD       |  | CA    |  |     | 94545 | 
|SEARS |  | SRS-LINCOLN PARK           |  | LINCOLN PARK S/C            |  | LINCOLN PARK  |  | MI    |  |     | 48146 | 
|SEARS |  | SRS-LITHONIA               |  | 8020 MALL PKWY              |  | LITHONIA      |  | GA    |  |     | 30038 | 
|SEARS |  | SRS-PEABODY                |  | NORTHSHORE MALL             |  | PEABODY       |  | MA    |  |     | 01960 | 
|SEARS |  | SRS-PRICES                 |  | PRICES CORNER               |  | WILMINGTON    |  | DE    |  |     | 19808 | 
|SEARS |  | SRS-CITRUS                 |  | 7902 CITRUS PARK DR         |  | TAMPA         |  | FL    |  |     | 33625 | 
|SEARS |  | SRS-FRIENDSWD HSTON BAYBRK |  | BAYBROOK MALL               |  | FRIENDSWOOD   |  | TX    |  |     | 77546 | 
|SEARS |  | SRS-WATERBURY              |  | 425 UNION ST                |  | WATERBURY     |  | CT    |  |     | 06706 | 
|SEARS |  | SRS-HICKSVILLE             |  | 195 N BROADWAY              |  | HICKSVILLE    |  | NY    |  |     | 11801 | 
|SEARS |  | SRS-VIRGINIA BEACH         |  | PEMBROKE MALL               |  | VIRGINIA BCH  |  | VA    |  |     | 23462 | 
|SEARS |  | SRS-CENTURY                |  | CENTURY PLZ                 |  | BIRMINGHAM    |  | AL    |  |     | 35210 | 
|SEARS |  | SRS-BUENA PARK             |  | 8150 LA PALMA AVE           |  | BUENA PARK    |  | CA    |  |     | 90620 | 
|SEARS |  | SRS-CRESTWOOD              |  | 15 CRESTWOOD PLZ            |  | SAINT LOUIS   |  | MO    |  |     | 63126 | 
|SEARS |  | SRS-SW PLAZA               |  | 8501 W BOWLES AVE           |  | LITTLETON     |  | CO    |  |     | 80123 | 
|SEARS |  | SRS-HOLYOKE                |  | 50 HOLYOKE ST               |  | HOLYOKE       |  | MA    |  |     | 01040 | 
|SEARS |  | SRS-CHESTERFIELD           |  | 11500 MIDLOTHIAN TPKE       |  | RICHMOND      |  | VA    |  |     | 23235 | 
|SEARS |  | SRS-ATLANTA/NORTHLAKE      |  | 2201 HENDERSON MILL RD NE   |  | ATLANTA       |  | GA    |  |     | 30345 | 
|SEARS |  | SRS-BELLEVUE/NASHVILLE     |  | BELLEVUE CENTER             |  | NASHVILLE     |  | TN    |  |     | 37221 | 
|SEARS |  | SRS-SAN ANTONIO INGRAM     |  | 6301 NW LOOP 410            |  | SAN ANTONIO   |  | TX    |  |     | 78238 | 
|SEARS |  | SRS-TORRANCE               |  | 22100 HAWTHORN BLVD         |  | TORRANCE      |  | CA    |  |     | 90503 | 
|SEARS |  | SRS-SPRINGDALE             |  | TRI-COUNTY S/C              |  | SPRINGDALE    |  | OH    |  |     | 45246 | 
|SEARS |  | SRS-LANDMARK               |  | LANDMARK SHOPPING CENTER    |  | ALEXANDRIA    |  | VA    |  |     | 22304 | 
|SEARS |  | SRS-ORLANDO-SOUTH          |  | 8001 S ORANGE BLOSSOM TRL   |  | ORLANDO       |  | FL    |  |     | 32809 | 
|SEARS |  | SRS-CORONADO               |  | 6600 MENAUL BLVD NE STE 700 |  | ALBUQUERQUE   |  | NM    |  |     | 87110 | 





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Mothers Work, Inc.

Leased Departments



|      |  |                            |  |                                |  |               |  |       |  |     |       | 
|----- |  | -------------------------- |  | ------------------------------ |  | ------------- |  | ----- |  | --- | ----- | 
|Chain |  | Store Name                 |  | Street                         |  | City          |  | STATE |  | Zip |      
|SEARS |  | SRS-NILES                  |  | 400 GOLF MILL CTR              |  | NILES         |  | IL    |  |     | 60714 | 
|SEARS |  | SRS-ST PETERSBURG          |  | 2300 TYRONE BLVD N             |  | ST PETERSBURG |  | FL    |  |     | 33710 | 
|SEARS |  | SRS-RIVERSIDE              |  | 5261 ARLINGTON AVE             |  | RIVERSIDE     |  | CA    |  |     | 92504 | 
|SEARS |  | SRS-OAK BROOK              |  | 2 OAKBROOK CTR                 |  | OAK BROOK     |  | IL    |  |     | 60523 | 
|SEARS |  | SRS-PROVO                  |  | 1200 TOWNE CENTRE BLVD SPC C   |  | PROVO         |  | UT    |  |     | 84601 | 
|SEARS |  | SRS-DANBURY                |  | DANBURY FAIR MALL              |  | DANBURY       |  | CT    |  |     | 06810 | 
|SEARS |  | SRS-SILVER SPRING          |  | 11255 NEW HAMPSHIRE AVE        |  | SILVER SPRING |  | MD    |  |     | 20904 | 
|SEARS |  | SRS-SAVANNAH               |  | OGLETHORPE MALL                |  | SAVANNAH      |  | GA    |  |     | 31406 | 
|SEARS |  | SRS-HATTIESBURG            |  | 1000 TURTLE CREEK DR           |  | HATTIESBURG   |  | MS    |  |     | 39402 | 
|SEARS |  | SRS-ABILENE                |  | 4310 BUFFALO GAP RD            |  | ABILENE       |  | TX    |  |     | 79606 | 
|SEARS |  | SRS-DOWNEY                 |  | 500 STONEWOOD ST               |  | DOWNEY        |  | CA    |  |     | 90241 | 
|SEARS |  | SRS-NASHUA                 |  | 310 DANIEL WEBSTER HWY STE 102 |  | NASHUA        |  | NH    |  |     | 03060 | 
|SEARS |  | SRS-NEW BRUNSWICK          |  | 51 US HWY #1                   |  | NEW BRUNSWICK |  | NJ    |  |     | 08901 | 
|SEARS |  | SRS-CHATTANOOGA(NORTHGATE) |  | 401 NORTHGATE MALL             |  | CHATTANOOGA   |  | TN    |  |     | 37415 | 
|SEARS |  | SRS-ANTIOCH/NASHVILLE      |  | 5244 HICKORY HOLLOW PKWY       |  | ANTIOCH       |  | TN    |  |     | 37013 | 
|SEARS |  | SRS-CIELO                  |  | 8401 GATEWAY BLVD W            |  | EL PASO       |  | TX    |  |     | 79925 | 
|SEARS |  | SRS-BAKERSFIELD            |  | 3001 MING AVE                  |  | BAKERSFIELD   |  | CA    |  |     | 93304 | 
|SEARS |  | SRS-PEORIA                 |  | 2200 W WAR MEMORIAL DR STE 998 |  | PEORIA        |  | IL    |  |     | 61613 | 
|SEARS |  | SRS-MIDDLETOWN             |  | 1 N GALLERIA DR STE 144        |  | MIDDLETOWN    |  | NY    |  |     | 10941 | 
|SEARS |  | SRS-CHARLESTON/NORTHWOODS  |  | 7801 RIVERS AVE                |  | N CHARLESTON  |  | SC    |  |     | 29406 | 
|SEARS |  | SRS-BAYTOWN                |  | 1000 SAN JACINTO MALL          |  | BAYTOWN       |  | TX    |  |     | 77521 | 
|SEARS |  | SRS-LAS VEGAS(BLVD)        |  | 3450 S MARYLAND PKWY           |  | LAS VEGAS     |  | NV    |  |     | 89109 | 
|SEARS |  | SRS-EVNSVILLE              |  | WASHINGTON SQ                  |  | EVANSVILLE    |  | IN    |  |     | 47715 | 
|SEARS |  | SRS-POUGHKEEPSIE           |  | 2001 SOUTH RD                  |  | POUGHKEEPSIE  |  | NY    |  |     | 12601 | 
|SEARS |  | SRS-S.HILLS                |  | 300 S HILLS VLG                |  | PITTSBURGH    |  | PA    |  |     | 15241 | 
|SEARS |  | SRS-GREENSBORO             |  | FRIENDLY SHOPPING CENTER       |  | GREENSBORO    |  | NC    |  |     | 27408 | 
|SEARS |  | SRS-LAKE CHARLES           |  | 640 W PRIEN LAKE RD            |  | LAKE CHARLES  |  | LA    |  |     | 70601 | 
|SEARS |  | SRS-TUCSON                 |  | 5950 E BROADWAY BLVD           |  | TUCSON        |  | AZ    |  |     | 85711 | 
|SEARS |  | SRS-HIALEAH                |  | WESTLAND MALL                  |  | HIALEAH       |  | FL    |  |     | 33012 | 
|SEARS |  | SRS-LAFAYETTE              |  | ACADIANA MALL                  |  | LAFAYETTE     |  | LA    |  |     | 70503 | 
|SEARS |  | SRS-DE WITT/SYRACUSE       |  | 3649 ERIE BLVD E               |  | DE WITT       |  | NY    |  |     | 13214 | 
|SEARS |  | SRS-WILLOW GROVE           |  | 2500 W MORELAND RD             |  | WILLOW GROVE  |  | PA    |  |     | 19090 | 
|SEARS |  | SRS-ALTAMONTE SPG          |  | 451 E ALTAMONTE DR STE 401     |  | ALTAMONTE SPG |  | FL    |  |     | 32701 | 
|SEARS |  | SRS-BARTON                 |  | 2901 S CAPITOL OF TEXAS HWY    |  | AUSTIN        |  | TX    |  |     | 78746 | 
|SEARS |  | SRS-CHULA VISTA            |  | CHULA VISTA CTR                |  | CHULA VISTA   |  | CA    |  |     | 91910 | 
|SEARS |  | SRS-LAKE GROVE             |  | SMITH-HAVEN MALL 4             |  | LAKE GROVE    |  | NY    |  |     | 11755 | 
|SEARS |  | SRS-CUTLER                 |  | CUTLER RIDGE MALL              |  | MIAMI         |  | FL    |  |     | 33189 | 
|SEARS |  | SRS-WACO                   |  | 6001 W WACO DR                 |  | WACO          |  | TX    |  |     | 76710 | 
|SEARS |  | SRS-CONCORD                |  | 1001 SUNVALLEY BLVD            |  | CONCORD       |  | CA    |  |     | 94520 | 





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Mothers Work, Inc.

Leased Departments



|      |  |                              |  |                              |  |               |  |       |  |     |       | 
|----- |  | ---------------------------- |  | ---------------------------- |  | ------------- |  | ----- |  | --- | ----- | 
|Chain |  | Store Name                   |  | Street                       |  | City          |  | STATE |  | Zip |      
|SEARS |  | SRS-WINSTON SALEM            |  | 3320 SILAS CREEK PKWY        |  | WINSTON SALEM |  | NC    |  |     | 27103 | 
|SEARS |  | SRS-WILLOWBROOK              |  | 7925 FM 1960 RD W            |  | HOUSTON       |  | TX    |  |     | 77070 | 
|SEARS |  | SRS-ORANGE                   |  | 2100 N TUSTIN ST             |  | ORANGE        |  | CA    |  |     | 92865 | 
|SEARS |  | SRS-CHICAGO-IRVING PARK      |  | 4730 W IRVING PARK RD        |  | CHICAGO       |  | IL    |  |     | 60641 | 
|SEARS |  | SRS-ATLANTA                  |  | 1500 CUMBERLAND MALL SE      |  | ATLANTA       |  | GA    |  |     | 30339 | 
|SEARS |  | SRS-GOODLETTSVILLE/NASHVILLE |  | 1000 RIVERGATE PKWY          |  | GOODLETTSVLLE |  | TN    |  |     | 37072 | 
|SEARS |  | SRS-AMARILLO                 |  | 7701 1-40 W                  |  | AMARILLO      |  | TX    |  |     | 79121 | 
|SEARS |  | SRS-COSTA MESA               |  | SOUTH COAST PLZ              |  | COSTA MESA    |  | CA    |  |     | 92626 | 
|SEARS |  | SRS-WINCHESTER               |  | APPLE BLOSSOM MALL           |  | WINCHESTER    |  | VA    |  |     | 22601 | 
|SEARS |  | SRS-W TOWN                   |  | 7600H KINGSTON PIKE          |  | KNOXVILLE     |  | TN    |  |     | 37919 | 
|SEARS |  | SRS-ODESSA                   |  | 4101 E 42ND ST               |  | ODESSA        |  | TX    |  |     | 79762 | 
|SEARS |  | SRS-SAN BERNARDINO           |  | 100 INLAND CTR               |  | SN BERNARDINO |  | CA    |  |     | 92408 | 
|SEARS |  | SRS-WEST                     |  | 4600 W KELLOGG DR            |  | WICHITA       |  | KS    |  |     | 67209 | 
|SEARS |  | SRS-MASSAPEQUA               |  | 800 SUNRISE MALL             |  | MASSAPEQUA    |  | NY    |  |     | 11758 | 
|SEARS |  | SRS-FAYETTEVILLE             |  | CROSS CREEK MALL             |  | FAYETTEVILLE  |  | NC    |  |     | 28303 | 
|SEARS |  | SRS-BEAUMONT                 |  | 6461 EASTEX FWY              |  | BEAUMONT      |  | TX    |  |     | 77706 | 
|SEARS |  | SRS-NANUET                   |  | 75 W ROUTE 59 STE 100        |  | NANUET        |  | NY    |  |     | 10954 | 
|SEARS |  | SRS-CLEARWATER/COUNTRYSIDE   |  | COUNTRYSIDE MALL             |  | CLEARWATER    |  | FL    |  |     | 33761 | 
|SEARS |  | SRS-HUMBLE                   |  | 20131 HIGHWAY 59 N           |  | HUMBLE        |  | TX    |  |     | 77338 | 
|SEARS |  | SRS-BETHESDA                 |  | MONTGOMERY MALL              |  | BETHESDA      |  | MD    |  |     | 20817 | 
|SEARS |  | SRS-RLLING OAKS              |  | 6909 N LOOP 1604 E           |  | SAN ANTONIO   |  | TX    |  |     | 78247 | 
|SEARS |  | SRS-WAYNE- A                 |  | 50 ROUTE 46                  |  | WAYNE         |  | NJ    |  |     | 07470 | 
|SEARS |  | SRS-MACON                    |  | 3661 EISENHOWER PKWY         |  | MACON         |  | GA    |  |     | 31206 | 
|SEARS |  | SRS-PARKWAY                  |  | PARKWAY PLZ                  |  | EL CAJON      |  | CA    |  |     | 92020 | 
|SEARS |  | SRS-REGENCY                  |  | 1400 N PARHAM RD             |  | RICHMOND      |  | VA    |  |     | 23229 | 
|SEARS |  | SRS-ROSEVILLE                |  | MACOMB MALL S/C              |  | ROSEVILLE     |  | MI    |  |     | 48066 | 
|SEARS |  | SRS-WILMINGTON               |  | INDEPENDENCE MALL            |  | WILMINGTON    |  | NC    |  |     | 28403 | 
|SEARS |  | SRS-OVIEDO                   |  | OVIEDO MARKETPLACE           |  | OVIEDO        |  | FL    |  |     | 32765 | 
|SEARS |  | SRS-THE WOODLANDS            |  | 1201 LAKE WOODLANDS DR       |  | THE WOODLANDS |  | TX    |  |     | 77380 | 
|SEARS |  | SRS-LIVONIA                  |  | 29500 7 MILE RD              |  | LIVONIA       |  | MI    |  |     | 48152 | 
|SEARS |  | SRS-DEPTFORD                 |  | 1750 DEPTFORD CENER RD       |  | DEPTFORD      |  | NJ    |  |     | 08096 | 
|SEARS |  | SRS-UNIV SQ                  |  | 2266 UNIVERSITY SQUARE MALL  |  | TAMPA         |  | FL    |  |     | 33612 | 
|SEARS |  | SRS-CUPERTINO                |  | 10101N WOLFE RD              |  | CUPERTINO     |  | CA    |  |     | 95014 | 
|SEARS |  | SRS-GREENWOOD                |  | 1251 US HIGHWAY 31 N         |  | GREENWOOD     |  | IN    |  |     | 46142 | 
|SEARS |  | SRS-FAYETTEVILLE             |  | 6910 FAYETTEVILLE RD STE 400 |  | DURHAM        |  | NC    |  |     | 27713 | 
|SEARS |  | SRS-TANFORAN                 |  | 1178 EL CAMINO REAL          |  | SAN BRUNO     |  | CA    |  |     | 94066 | 
|SEARS |  | SRS-READING                  |  | BERKSHIRE MALL               |  | READING       |  | PA    |  |     | 19610 | 
|SEARS |  | SRS-ORANGE PK/JACKSONVILLE   |  | 1910 WELLS RD                |  | ORANGE PARK   |  | FL    |  |     | 32073 | 
|SEARS |  | SRS-AUSTIN/LAKELINE          |  | 11200 LAKELINE MALL DR       |  | CEDAR PARK    |  | TX    |  |     | 78613 | 





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Mothers Work, Inc.

Leased Departments



|      |  |                           |  |                             |  |               |  |       |  |     |       | 
|----- |  | ------------------------- |  | --------------------------- |  | ------------- |  | ----- |  | --- | ----- | 
|Chain |  | Store Name                |  | Street                      |  | City          |  | STATE |  | Zip |      
|SEARS |  | SRS-EASTRIDGE             |  | EASTRIDGE                   |  | SAN JOSE      |  | CA    |  |     | 95122 | 
|SEARS |  | SRS-TROY                  |  | OAKLAND MALL S/C            |  | TROY          |  | MI    |  |     | 48083 | 
|SEARS |  | SRS-FT MYERS              |  | 4125 CLEVELAND AVE SUITE 88 |  | FT MYERS      |  | FL    |  |     | 33901 | 
|SEARS |  | SRS-WILLIAMSVILLE/BUFFALO |  | EASTERN HILLS MALL          |  | WILLIAMSVILLE |  | NY    |  |     | 14221 | 
|SEARS |  | SRS-NORTHRIDGE            |  | NORTHRIDGE CTR              |  | NORTHRIDGE    |  | CA    |  |     | 91324 | 
|SEARS |  | SRS-CALUMET CITY          |  | RIVER OAKS S/C              |  | CALUMET CITY  |  | IL    |  |     | 60409 | 
|SEARS |  | SRS-CHARLOTTE-EASTLAND    |  | EASTLAND MALL               |  | CHARLOTTE     |  | NC    |  |     | 28212 | 
|SEARS |  | SRS-CERRITOS              |  | 100 LOS CERRITOS MALL       |  | CERRITOS      |  | CA    |  |     | 90703 | 
|SEARS |  | SRS-COLUMBIA              |  | 7201 TWO NOTCH RD           |  | COLUMBIA      |  | SC    |  |     | 29223 | 
|SEARS |  | SRS-SCRANTON              |  | VIEWMONT MALL               |  | SCRANTON      |  | PA    |  |     | 18508 | 
|SEARS |  | SRS-PLANTATION            |  | 8000 W BROWARD BLVD STE 100 |  | PLANTATION    |  | FL    |  |     | 33388 | 
|SEARS |  | SRS-REGO PARK             |  | 9605 QUEENS BLVD            |  | REGO PARK     |  | NY    |  |     | 11374 | 
|SEARS |  | SRS-SPARTANBURG           |  | 205 W BLACKSTOCK RD STE C   |  | SPARTANBURG   |  | SC    |  |     | 29301 | 
|SEARS |  | SRS-LAGUNA HILLS          |  | LAGUNA HILLS MALL           |  | LAGUNA HILLS  |  | CA    |  |     | 92653 | 
|SEARS |  | SRS-MAYS LANDING          |  | HAMILTON MALL               |  | MAYS LANDING  |  | NJ    |  |     | 08330 | 
|SEARS |  | SRS-SANFORD               |  | 320 TOWNE CENTER CIR        |  | SANFORD       |  | FL    |  |     | 32771 | 
|SEARS |  | SRS-MURRAY                |  | 6191 S STATE ST STE 300     |  | MURRAY        |  | UT    |  |     | 84107 | 
|SEARS |  | SRS-MORROW(ATL/SOUTHLAKE) |  | SOUTHLAKE MALL              |  | MORROW        |  | GA    |  |     | 30260 | 
|SEARS |  | SRS-SCHAUMBURG            |  | WOODFIELD MALL              |  | SCHAUMBURG    |  | IL    |  |     | 60173 | 
|SEARS |  | SRS-HAMPTON               |  | 100 NEWMARKET FAIR MALL     |  | NEWPORT NEWS  |  | VA    |  |     | 23605 | 
|SEARS |  | SRS-PEARLRIDGE            |  | 98-180 KAMEHAMEHA HWY       |  | AIEA          |  | HI    |  |     | 96701 | 
|SEARS |  | SRS-TALLAHASSEE           |  | 1500 APALACHEE PKWY         |  | TALLAHASSEE   |  | FL    |  |     | 32301 | 
|SEARS |  | SRS-METRO CENTER          |  | METRO CTR                   |  | PHOENIX       |  | AZ    |  |     | 85051 | 
|SEARS |  | SRS-SAGINAW               |  | 4900 FASHION SQUARE MALL    |  | SAGINAW       |  | MI    |  |     | 48604 | 
|SEARS |  | SRS-MONACA                |  | 300 BEAVER VALLEY MALL      |  | MONACA        |  | PA    |  |     | 15061 | 
|SEARS |  | SRS-GREENVILLE            |  | 700 HAYWOOD RD              |  | GREENVILLE    |  | SC    |  |     | 29607 | 
|SEARS |  | SRS-CASTLETON             |  | 6020 E 82ND ST STE 200      |  | INDIANAPOLIS  |  | IN    |  |     | 46250 | 
|SEARS |  | SRS-TRAINGE               |  | 7330 OLD WAKE FOREST RD     |  | RALEIGH       |  | NC    |  |     | 27616 | 
|SEARS |  | SRS-WESTMINSTER           |  | 100 WESTMINSTER MALL        |  | WESTMINSTER   |  | CA    |  |     | 92683 | 
|SEARS |  | SRS-GREENBRIER            |  | GREENBRIER MALL             |  | CHESAPEAKE    |  | VA    |  |     | 23320 | 
|SEARS |  | SRS-CLAY (SYRACUSE)       |  | 4155 RT 31                  |  | CLAY          |  | NY    |  |     | 13041 | 
|SEARS |  | SRS-STATEN ISLAND         |  | STATEN ISLAND MALL          |  | STATEN ISLAND |  | NY    |  |     | 10314 | 
|SEARS |  | SRS-SARASOTA              |  | 8201 S TAMIAMI TRAIL        |  | SARASOTA      |  | FL    |  |     | 34238 | 
|SEARS |  | SRS-MESA                  |  | FIESTA MALL                 |  | MESA          |  | AZ    |  |     | 85202 | 
|SEARS |  | SRS-JACKSONVILLE          |  | 9501 ARLINGTON EXPY         |  | JACKSONVILLE  |  | FL    |  |     | 32225 | 
|SEARS |  | SRS-BREA                  |  | 100 BREA MALL               |  | BREA          |  | CA    |  |     | 92821 | 
|SEARS |  | SRS-FAIRVIEW HTS          |  | 235 SAINT CLAIR SQ          |  | FAIRVIEW HTS  |  | IL    |  |     | 62208 | 
|SEARS |  | SRS-LANCASTER             |  | PARK CITY CTR               |  | LANCASTER     |  | PA    |  |     | 17601 | 
|SEARS |  | SRS-BOCA RATON            |  | 5900 GLADES RD              |  | BOCA RATON    |  | FL    |  |     | 33431 | 





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Mothers Work, Inc.

Leased Departments



|      |  |                        |  |                             |  |               |  |       |  |     |       | 
|----- |  | ---------------------- |  | --------------------------- |  | ------------- |  | ----- |  | --- | ----- | 
|Chain |  | Store Name             |  | Street                      |  | City          |  | STATE |  | Zip |      
|SEARS |  | SRS-PINEVILLE          |  | CAROLINA PLACE MALL         |  | PINEVILLE     |  | NC    |  |     | 28134 | 
|SEARS |  | SRS-SAN DIEGO-NORTH    |  | UNIVERSITY TOWNE CTR        |  | SAN DIEGO     |  | CA    |  |     | 92122 | 
|SEARS |  | SRS-MERRILLVILLE       |  | SOUTHLAKE MALL              |  | MERRILLVILLE  |  | IN    |  |     | 46410 | 
|SEARS |  | SRS-MEDIA              |  | 1067 W BALTIMORE PIKE       |  | MEDIA         |  | PA    |  |     | 19063 | 
|SEARS |  | SRS-AVENTURA           |  | AVENTURA MALL               |  | MIAMI         |  | FL    |  |     | 33180 | 
|SEARS |  | SRS-SANTA ROSA         |  | 100 SANTA ROSA PLZ          |  | SANTA ROSA    |  | CA    |  |     | 95401 | 
|SEARS |  | SRS-AURORA             |  | #2 FOX VALLEY CTR           |  | AURORA        |  | IL    |  |     | 60504 | 
|SEARS |  | SRS-E TOWN             |  | 2931 KNOXVILLE CENTER DR    |  | KNOXVILLE     |  | TN    |  |     | 37924 | 
|SEARS |  | SRS-CARLSBAD           |  | WESTFIELD SHOPPINGTOWN      |  | PALM DESERT   |  | CA    |  |     | 92260 | 
|SEARS |  | SRS-WASHINGTON SQ      |  | 10202 E WASHINGTON ST       |  | INDIANAPOLIS  |  | IN    |  |     | 46229 | 
|SEARS |  | SRS-WOODBRIDGE         |  | 150 WOODBRIDGE CTR CT       |  | WOODBRIDGE    |  | NJ    |  |     | 07095 | 
|SEARS |  | SRS-SALINAS            |  | 1700 N MAIN ST              |  | SALINAS       |  | CA    |  |     | 93906 | 
|SEARS |  | SRS-CHESTERFIELD       |  | #1 CHESTERFIELD MALL        |  | CHESTERFIELD  |  | MO    |  |     | 63017 | 
|SEARS |  | SRS-ERIE               |  | MILLCREEK MALL              |  | ERIE          |  | PA    |  |     | 16565 | 
|SEARS |  | SRS-NEWARK             |  | 6000 MOWRY AVE              |  | NEWARK        |  | CA    |  |     | 94560 | 
|SEARS |  | SRS-DEARBORN           |  | 18900 MICHIGAN AVE STE 1001 |  | DEARBORN      |  | MI    |  |     | 48126 | 
|SEARS |  | SRS-W PALM BEACH       |  | 1801 PALM BEACH LAKES BLVD  |  | W PALM BEACH  |  | FL    |  |     | 33401 | 
|SEARS |  | SRS-DESERT SKY         |  | 7611 W THOMAS RD            |  | PHOENIX       |  | AZ    |  |     | 85033 | 
|SEARS |  | SRS-CRLVILLE           |  | 1481 CORAL RIDGE AVE        |  | CORALVILLE    |  | IA    |  |     | 52241 | 
|SEARS |  | SRS-GREENSBURG         |  | WESTMORELAND MALL           |  | GREENSBURG    |  | PA    |  |     | 15601 | 
|SEARS |  | SRS-INTL MALL          |  | INTERNATIONAL MALL          |  | MIAMI         |  | FL    |  |     | 33172 | 
|SEARS |  | SRS-COORS              |  | 10000 COORS BYPASS NW       |  | ALBUQUERQUE   |  | NM    |  |     | 87114 | 
|SEARS |  | SRS-OGDEN              |  | 1000 NEWGATE MALL           |  | OGDEN         |  | UT    |  |     | 84405 | 
|SEARS |  | SRS-STERLING HTS       |  | 14100 LAKESIDE CIR          |  | STERLING HTS  |  | MI    |  |     | 48313 | 
|SEARS |  | SRS-MALLAMERICA        |  | 2000 N E COURT              |  | BLOOMINGTON   |  | MN    |  |     | 55425 | 
|SEARS |  | SRS-TUCSON             |  | TUCSON MALL                 |  | TUCSON        |  | AZ    |  |     | 85705 | 
|SEARS |  | SRS-FLORENCE           |  | 3000 MALL RD                |  | FLORENCE      |  | KY    |  |     | 41042 | 
|SEARS |  | SRS-LAWRENCEVILLE      |  | QUAKER BRIDGE MALL          |  | LAWRENCEVILLE |  | NJ    |  |     | 08648 | 
|SEARS |  | SRS-NORFOLK            |  | 880 N MILITARY HWY STE 1086 |  | NORFOLK       |  | VA    |  |     | 23502 | 
|SEARS |  | SRS-KANEOHE            |  | 46-056 KAMEHAMEHA HWY       |  | KANEOHE       |  | HI    |  |     | 96744 | 
|SEARS |  | SRS-JOLIET             |  | 3340 MALL LOOP DR           |  | JOLIET        |  | IL    |  |     | 60431 | 
|SEARS |  | SRS-WST SHORE          |  | 347 WESTSHORE PLZ           |  | TAMPA         |  | FL    |  |     | 33609 | 
|SEARS |  | SRS-MONTCLAIR          |  | 5080 MONTCLAIR PLZ LN       |  | MONTCLAIR     |  | CA    |  |     | 91763 | 
|SEARS |  | SRS-ORLAND PARK        |  | #2 ORLAND SQ                |  | ORLAND PARK   |  | IL    |  |     | 60462 | 
|SEARS |  | SRS-GAITHERSBURG       |  | 701 RUSSELL AVE             |  | GAITHERSBURG  |  | MD    |  |     | 20877 | 
|SEARS |  | SRS-BOYNTON BEACH      |  | BOYNTON BEACH MALL          |  | BOYNTON BEACH |  | FL    |  |     | 33426 | 
|SEARS |  | SRS-NOVI               |  | TWELVE OAKS MALL            |  | NOVI          |  | MI    |  |     | 48377 | 
|SEARS |  | SRS-ROCKAWAY           |  | ROCKAWAY TOWN SQ MALL       |  | ROCKAWAY      |  | NJ    |  |     | 07866 | 
|SEARS |  | SRS-PALM BEACH GARDENS |  | THE GARDENS                 |  | PALM BCH GDNS |  | FL    |  |     | 33410 | 





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Mothers Work, Inc.

Leased Departments



|      |  |                      |  |                               |  |               |  |       |  |     |       | 
|----- |  | -------------------- |  | ----------------------------- |  | ------------- |  | ----- |  | --- | ----- | 
|Chain |  | Store Name           |  | Street                        |  | City          |  | STATE |  | Zip |      
|SEARS |  | SRS-PARADISE         |  | PARADISE VALLEY MALL          |  | PHOENIX       |  | AZ    |  |     | 85032 | 
|SEARS |  | SRS-WHTE OAKS        |  | 104 WHITE OAKS MALL           |  | SPRINGFIELD   |  | IL    |  |     | 62704 | 
|SEARS |  | SRS-JOHNSON CITY     |  | RT 17 EXPY EXIT 70            |  | JOHNSON CITY  |  | NY    |  |     | 13790 | 
|SEARS |  | SRS-COLUMBUS         |  | 5555 WHITTLESEY BLVD STE 3000 |  | COLUMBUS      |  | GA    |  |     | 31909 | 
|SEARS |  | SRS-RICHMOND         |  | HILLTOP MALL                  |  | RICHMOND      |  | CA    |  |     | 94806 | 
|SEARS |  | SRS-JEFFERSON        |  | 4807 OUTER LOOP               |  | LOUISVILLE    |  | KY    |  |     | 40219 | 
|SEARS |  | SRS-MYRTLE BEACH     |  | MALL OF SOUTH CAROLINA        |  | MYRTLE BEACH  |  | SC    |  |     | 29577 | 
|SEARS |  | SRS-GLENDALE         |  | 7780 W ARROWHEAD TOWNE CTR    |  | GLENDALE      |  | AZ    |  |     | 85308 | 
|SEARS |  | SRS-MISHAWAKA        |  | 6501 GRAPE RD US 23           |  | MISHAWAKA     |  | IN    |  |     | 46545 | 
|SEARS |  | SRS-BARBOURSVILLE    |  | 100 HUNTINGTON MALL RD        |  | BARBOURSVILLE |  | WV    |  |     | 25504 | 
|SEARS |  | SRS-CRABTREE         |  | 4601 GLENWOOD AVE UNIT 1      |  | RALEIGH       |  | NC    |  |     | 27612 | 
|SEARS |  | SRS-STGEORGE         |  | RED CLIFFS MALL               |  | ST GEORGE     |  | UT    |  |     | 84790 | 
|SEARS |  | SRS-FAIRFAX          |  | FAIR OAKS S/C                 |  | FAIRFAX       |  | VA    |  |     | 22033 | 
|SEARS |  | SRS-WEST MIFFLIN     |  | 3075 CLAIRTON RD              |  | WEST MIFFLIN  |  | PA    |  |     | 15123 | 
|SEARS |  | SRS-FT WAYNE         |  | 4201 COLDWATER RD             |  | FORT WAYNE    |  | IN    |  |     | 46805 | 
|SEARS |  | SRS-BURBANK          |  | MEDIA CITY CTR                |  | BURBANK       |  | CA    |  |     | 91502 | 
|SEARS |  | SRS-RIDGE MALL       |  | 6501 95TH ST                  |  | CHICAGO RIDGE |  | IL    |  |     | 60415 | 
|SEARS |  | SRS-OXMOOR           |  | 7900 SHELBYVILLE RD           |  | LOUISVILLE    |  | KY    |  |     | 40222 | 
|SEARS |  | SRS-CONCORD          |  | 4737 CONCORD PIKE             |  | WILMINGTON    |  | DE    |  |     | 19803 | 
|SEARS |  | SRS-MORENO VLY       |  | 22550 TOWN CIR                |  | MORENO VALLEY |  | CA    |  |     | 92553 | 
|SEARS |  | SRS-OAKRIDGE         |  | OAK RIDGE MALL                |  | OAK RIDGE     |  | TN    |  |     | 37830 | 
|SEARS |  | SRS-KOP              |  | 160 N GULPH RD STE 4000       |  | KNG OF PRUSSA |  | PA    |  |     | 19406 | 
|SEARS |  | SRS-ROCHESTER        |  | 10 MIRACLE MILE DR            |  | ROCHESTER     |  | NY    |  |     | 14623 | 
|SEARS |  | SRS-HATO REY         |  | PLAZA LAS AMERICAS            |  | SAN JUAN      |  | PR    |  |     | 00918 | 
|SEARS |  | SRS-BAYAMON          |  | SANTA ROSA MALL               |  | BAYAMON       |  | PR    |  |     | 00959 | 
|SEARS |  | SRS-MATTESON         |  | 600 LINCOLN MALL DR           |  | MATTESON      |  | IL    |  |     | 60443 | 
|SEARS |  | SRS-VALLEY STREAM    |  | 1150 SUNRIDGE HWY             |  | VALLEY STREAM |  | NY    |  |     | 11581 | 
|SEARS |  | SRS-CAROLINA         |  | PLZ CAROLINA STATION          |  | CAROLINA      |  | PR    |  |     | 00988 | 
|SEARS |  | SRS-MAYAGUEZ         |  | 975 HOSTOS AVE STE 110        |  | MAYAGUEZ      |  | PR    |  |     | 00680 | 
|SEARS |  | SRS-YORKTOWN HEIGHTS |  | JEFFERSON VALLEY MALL         |  | YORKTOWN HTS  |  | NY    |  |     | 10598 | 
|SEARS |  | SRS-PONCE            |  | PONCE BY PASS STE 135         |  | PONCE         |  | PR    |  |     | 00731 | 
|SEARS |  | SRS-CHARLESTON       |  | TOWNE CENTER MALL             |  | CHARLESTON    |  | WV    |  |     | 25301 | 
|SEARS |  | SRS-LAKELAND         |  | 3800 US HIGHWAY 98 N STE 500  |  | LAKELAND      |  | FL    |  |     | 33809 | 
|SEARS |  | SRS-OAKRIDGE         |  | OAK RIDGE MALL                |  | SAN JOSE      |  | CA    |  |     | 95123 | 
|SEARS |  | SRS-ROANOKE          |  | 4812 VALLEY VIEW BLVD NE      |  | ROANOKE       |  | VA    |  |     | 24012 | 
|SEARS |  | SRS-RENO             |  | 5400 MEADOWOOD MALL CIR       |  | RENO          |  | NV    |  |     | 89502 | 
|SEARS |  | SRS-LAFAYETTE        |  | TIPPECANOE MALL               |  | LAFAYETTE     |  | IN    |  |     | 47905 | 
|SEARS |  | SRS-BUFFALO/HAMBURG  |  | S3701 MCKINLEY PKWY           |  | BUFFALO       |  | NY    |  |     | 14219 | 
|SEARS |  | SRS-HIGH POINT       |  | 921 EASTCHESTER DR STE 1002   |  | HIGH POINT    |  | NC    |  |     | 27262 | 





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Mothers Work, Inc.

Leased Departments



|      |  |                                 |  |                               |  |               |  |       |  |     |       | 
|----- |  | ------------------------------- |  | ----------------------------- |  | ------------- |  | ----- |  | --- | ----- | 
|Chain |  | Store Name                      |  | Street                        |  | City          |  | STATE |  | Zip |      
|SEARS |  | SRS-SANTA CLARITA               |  | VALENCIA TOWN CTR             |  | SANTA CLARITA |  | CA    |  |     | 91355 | 
|SEARS |  | SRS-MONROE                      |  | 2115 E ROOSEVELT BLVD STE 200 |  | MONROE        |  | NC    |  |     | 28110 | 
|SEARS |  | SRS-HANFORD -B                  |  | 1679 W LACEY BLVD             |  | HANFORD       |  | CA    |  |     | 93230 | 
|SEARS |  | SRS-ALTON                       |  | 160 ALTON SQ                  |  | ALTON         |  | IL    |  |     | 62002 | 
|SEARS |  | SRS-COUNCIL BLUFFS              |  | 1751 MADISON AVE              |  | COUNCIL BLUFF |  | IA    |  |     | 51503 | 
|SEARS |  | SRS-SLIDELL-B                   |  | 150 NORTH SHORE BLVD STE 1000 |  | SLIDELL       |  | LA    |  |     | 70460 | 
|SEARS |  | SRS-UNION GAP                   |  | VALLEY MALL                   |  | UNION GAP     |  | WA    |  |     | 98903 | 
|SEARS |  | SRS-ELIZABETHTOWN               |  | 1704 N TOWNE MALL             |  | ELIZABETHTOWN |  | KY    |  |     | 42701 | 
|SEARS |  | SRS-BOWIE                       |  | 15700 EMERALD WAY             |  | BOWIE         |  | MD    |  |     | 20716 | 
|SEARS |  | SRS-COLUMBIANA                  |  | 100 COLUMBIANA CIR STE 101    |  | COLUMBIA      |  | SC    |  |     | 29212 | 
|SEARS |  | SRS-JACKSON                     |  | OLD HICKORY MALL              |  | JACKSON       |  | TN    |  |     | 38305 | 
|SEARS |  | SRS-GNESVILLE                   |  | 6201 W NEWBERRY RD            |  | GAINESVILLE   |  | FL    |  |     | 32605 | 
|SEARS |  | SRS-JONESBORO-B                 |  | 1901 S CARAWAY RD STE 1       |  | JONESBORO     |  | AR    |  |     | 72401 | 
|SEARS |  | SRS-AUSTIN                      |  | 12625 NW I35                  |  | AUSTIN        |  | TX    |  |     | 78753 | 
|SEARS |  | SRS-MARY ESTHER/FT WALTON BCH-B |  | 300 MARY ESTHER BLVD          |  | MARY ESTHER   |  | FL    |  |     | 32569 | 
|SEARS |  | SRS-COLONIAL HTS                |  | 114 SOUTHPARK CIR             |  | COLONIAL HTS  |  | VA    |  |     | 23834 | 
|SEARS |  | SRS-BRUNSWICK                   |  | 100 MALL BLVD STE 300         |  | BRUNSWICK     |  | GA    |  |     | 31525 | 
|SEARS |  | SRS-VISALIA                     |  | SEQUOIA MALL                  |  | VISALIA       |  | CA    |  |     | 93277 | 
|SEARS |  | SRS-TYLER                       |  | 4701 S BROADWAY AVE           |  | TYLER         |  | TX    |  |     | 75703 | 
|SEARS |  | SRS-NOBLESVL                    |  | 301 NOBLE CREEK DRIVE         |  | NOBLESVILLE   |  | IN    |  |     | 46060 | 
|SEARS |  | SRS-ALEXANDRIA                  |  | ALEXANDRIA MALL S C           |  | ALEXANDRIA    |  | LA    |  |     | 71301 | 
|SEARS |  | SRS-SNTAMARIA                   |  | 200 TOWN CTR E                |  | SANTA MARIA   |  | CA    |  |     | 93454 | 
|SEARS |  | SRS-APPLETON                    |  | 4301 W WISCONSIN AVE          |  | APPLETON      |  | WI    |  |     | 54913 | 
|SEARS |  | SRS-BURLINGTON                  |  | COLONIAL MALL                 |  | BURLINGTON    |  | NC    |  |     | 27215 | 
|SEARS |  | SRS-GREEN BAY-B                 |  | GREEN BAY PLZ                 |  | GREEN BAY     |  | WI    |  |     | 54304 | 
|SEARS |  | SRS-SALEM(LANCASTER)            |  | 827 LANCASTER DR NE           |  | SALEM         |  | OR    |  |     | 97301 | 
|SEARS |  | SRS-CHEEKTOWAGA/BUFFALO-B       |  | 2000 WALDEN AVE               |  | CHEEKTOWAGA   |  | NY    |  |     | 14225 | 
|SEARS |  | SRS-SANTA BARBARA               |  | LA CUMBRE PLZ                 |  | SANTA BARBARA |  | CA    |  |     | 93105 | 
|SEARS |  | SRS-PARSIPPANY                  |  | 808 US HIGHWAY 46             |  | PARSIPPANY    |  | NJ    |  |     | 07054 | 
|SEARS |  | SRS-MARYVILLE-B                 |  | 198 FOOTHILLS MALL            |  | MARYVILLE     |  | TN    |  |     | 37801 | 
|SEARS |  | SRS-CLARKSVILLE-B               |  | 757 LEWIS AND CLARK BLVD      |  | CLARKSVILLE   |  | IN    |  |     | 47129 | 
|SEARS |  | SRS-HUNTSVILLE-B                |  | 5901 UNIVERSITY DR NW         |  | HUNTSVILLE    |  | AL    |  |     | 35806 | 
|SEARS |  | SRS-PADUCAH-B                   |  | 5101 HINKLEVILLE RD           |  | PADUCAH       |  | KY    |  |     | 42001 | 
|SEARS |  | SRS-WICHITA FALLS               |  | 3111 MIDWESTERN PKWY STE 200  |  | WICHITA FALLS |  | TX    |  |     | 76308 | 
|SEARS |  | SRS-MEDFORD                     |  | 501 MEDFORD CTR               |  | MEDFORD       |  | OR    |  |     | 97504 | 
|SEARS |  | SRS-OXFORD                      |  | 700 QUINTARD DR               |  | OXFORD        |  | AL    |  |     | 36203 | 
|SEARS |  | SRS-LINCOLN-B                   |  | 6400 O ST                     |  | LINCOLN       |  | NE    |  |     | 68510 | 
|SEARS |  | SRS-FAIRFIELD                   |  | 6550 AARON ARONOV DR          |  | FAIRFIELD     |  | AL    |  |     | 35064 | 
|SEARS |  | SRS-CEDAR RAPIDS-B              |  | 4600 1ST AVE NE               |  | CEDAR RAPIDS  |  | IA    |  |     | 52402 | 





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Mothers Work, Inc.

Leased Departments



|      |  |                          |  |                             |  |               |  |       |  |     |       | 
|----- |  | ------------------------ |  | --------------------------- |  | ------------- |  | ----- |  | --- | ----- | 
|Chain |  | Store Name               |  | Street                      |  | City          |  | STATE |  | Zip |      
|SEARS |  | SRS-DANVL                |  | 325 PIEDMONT DRIVE          |  | DANVILLE      |  | VA    |  |     | 24540 | 
|SEARS |  | SRS-GREENVL              |  | 240 CAROLINA EAST MALL      |  | GREENVILLE    |  | NC    |  |     | 27834 | 
|SEARS |  | SRS-GOLDSBORO            |  | BERKELEY MALL               |  | GOLDSBORO     |  | NC    |  |     | 27534 | 
|SEARS |  | SRS-MURFREESBORO         |  | STONES RIVER MALL           |  | MURFREESBORO  |  | TN    |  |     | 37129 | 
|SEARS |  | SRS-EL CNTRO             |  | 3751 S DOGWOOD AVENUE       |  | EL CENTRO     |  | CA    |  |     | 92243 | 
|SEARS |  | SRS-FT SMITH             |  | CENTRAL MALL                |  | FORT SMITH    |  | AR    |  |     | 72903 | 
|SEARS |  | SRS-MADISON-EAST-B       |  | EAST TOWNE MALL             |  | MADISON       |  | WI    |  |     | 53704 | 
|SEARS |  | SRS-DECATUR              |  | RIVER OAKS CTR              |  | DECATUR       |  | AL    |  |     | 35601 | 
|SEARS |  | SRS-FAYETTEVILLE         |  | NW ARKANSAS MALL            |  | FAYETTEVILLE  |  | AR    |  |     | 72703 | 
|SEARS |  | SRS-BILLINGS             |  | WEST PARK PLZ               |  | BILLINGS      |  | MT    |  |     | 59102 | 
|SEARS |  | SRS-HANOVER              |  | NORTH HANOVER MALL          |  | HANOVER       |  | PA    |  |     | 17331 | 
|SEARS |  | SRS-MELBOURNE            |  | 1050 S BABCOCK ST           |  | MELBOURNE     |  | FL    |  |     | 32901 | 
|SEARS |  | SRS-LAREDO               |  | MALL DEL NORTE              |  | LAREDO        |  | TX    |  |     | 78041 | 
|SEARS |  | SRS-THRNTN               |  | 16395 WASHINGTON STREET     |  | THORNTON      |  | CO    |  |     | 80020 | 
|SEARS |  | SRS-JOHNSON CITY         |  | THE MALL S/C                |  | JOHNSON CITY  |  | TN    |  |     | 37601 | 
|SEARS |  | SRS-MILWAUKEE-GLENDALE-B |  | BAYSHORE MALL               |  | MILWAUKEE     |  | WI    |  |     | 53217 | 
|SEARS |  | SRS-TARENTUM             |  | 289 PITTSBURGH MILLS CIRCLE |  | TARENTUM      |  | PA    |  |     | 15084 | 
|SEARS |  | SRS-MERCED               |  | MERCED MALL                 |  | MERCED        |  | CA    |  |     | 95348 | 
|SEARS |  | SRS-KANSAS CITYNTIOCH-B  |  | ANTIOCH CTR                 |  | KANSAS CITY   |  | MO    |  |     | 64119 | 
|SEARS |  | SRS-ANDERSON             |  | ANDERSON MALL               |  | ANDERSON      |  | SC    |  |     | 29621 | 
|SEARS |  | SRS-GADSDEN              |  | GADSDEN MALL                |  | GADSDEN       |  | AL    |  |     | 35901 | 
|SEARS |  | SRS-SILVERDALE           |  | KITSAP MALL                 |  | SILVERDALE    |  | WA    |  |     | 98383 | 
|SEARS |  | SRS-FLORENCE-B           |  | REGENCY SQ MALL             |  | FLORENCE      |  | AL    |  |     | 35630 | 
|SEARS |  | SRS-KENNEWICK(PASCO)     |  | 455 N COLUMBIA CENTER BLVD  |  | KENNEWICK     |  | WA    |  |     | 99336 | 
|SEARS |  | SRS-CLARKSVILLE          |  | GOVERNOR SQ MALL            |  | CLARKSVILLE   |  | TN    |  |     | 37040 | 
|SEARS |  | SRS-SPRINGFIELD          |  | GATEWAY MALL                |  | SPRINGFIELD   |  | OR    |  |     | 97477 | 
|SEARS |  | SRS-CLEVELAND            |  | BRADLEY SQ MALL             |  | CLEVELAND     |  | TN    |  |     | 37312 | 
|SEARS |  | SRS-STCLOUD              |  | CROSSROADS CTR              |  | SAINT CLOUD   |  | MN    |  |     | 56301 | 
|SEARS |  | SRS-GRAND JUNCTION       |  | 100 MESA MALL               |  | GRAND JCT     |  | CO    |  |     | 81505 | 
|SEARS |  | SRS-MADISON-WEST         |  | WEST TOWNE MALL             |  | MADISON       |  | WI    |  |     | 53719 | 
|SEARS |  | SRS-MANASSAS             |  | MANASSAS MALL               |  | MANASSAS      |  | VA    |  |     | 20109 | 
|SEARS |  | SRS-RUSHMORE             |  | RUSHMORE MALL               |  | RAPID CITY    |  | SD    |  |     | 57701 | 
|SEARS |  | SRS-CENTERVILLE          |  | THE GALLERIA MALL           |  | CENTERVILLE   |  | GA    |  |     | 31028 | 
|SEARS |  | SRS-STHRN HILLS          |  | SOUTHERN HILLS MALL         |  | SIOUX CITY    |  | IA    |  |     | 51106 | 
|SEARS |  | SRS-BRISTOL              |  | BRISTOL MALL                |  | BRISTOL       |  | VA    |  |     | 24201 | 
|SEARS |  | SRS-CHARLOTTESVILLE      |  | CHARLOTTESVILLE FASHION SQ  |  | CHARLOTTESVLE |  | VA    |  |     | 22901 | 
|SEARS |  | SRS                      |  | CHESAPEAKE SQ               |  | CHESAPEAKE    |  | VA    |  |     | 23321 | 
|SEARS |  | SRS-COLUMBIA-B           |  | COLUMBIA MALL               |  | COLUMBIA      |  | MO    |  |     | 65203 | 
|SEARS |  | SRS-POTTSTOWN            |  | COVENTRY MALL               |  | POTTSTOWN     |  | PA    |  |     | 19464 | 





---

Mothers Work, Inc.

Leased Departments



|      |  |                             |  |                               |  |              |  |       |  |     |       | 
|----- |  | --------------------------- |  | ----------------------------- |  | ------------ |  | ----- |  | --- | ----- | 
|Chain |  | Store Name                  |  | Street                        |  | City         |  | STATE |  | Zip |      
|SEARS |  | SRS-KILLEEN                 |  | 2000 KILLEEN MALL             |  | KILLEEN      |  | TX    |  |     | 76543 | 
|SEARS |  | SRS-ALTOONA                 |  | LOGAN VALLEY MALL             |  | ALTOONA      |  | PA    |  |     | 16602 | 
|SEARS |  | SRS-GAINESVILLE             |  | LAKE SHORE MALL               |  | GAINESVILLE  |  | GA    |  |     | 30501 | 
|SEARS |  | SRS-MCALLEN                 |  | LA PLAZA MALL                 |  | MCALLEN      |  | TX    |  |     | 78503 | 
|SEARS |  | SRS-HICKORY -B              |  | VALLEY HILLS MALL             |  | HICKORY      |  | NC    |  |     | 28602 | 
|SEARS |  | SRS-HARLINGEN               |  | VALLE VISTA MALL              |  | HARLINGEN    |  | TX    |  |     | 78552 | 
|SEARS |  | SRS-COLLEGE STATION/BRYAN-B |  | POST OAK MALL                 |  | COLLEGE STA  |  | TX    |  |     | 77840 | 
|SEARS |  | SRS-SPRGFLD                 |  | 1585 BOSTON ROAD              |  | SPRINGFIELD  |  | MA    |  |     | 01129 | 
|SEARS |  | SRS-TEXARKANA               |  | CENTRAL MALL                  |  | TEXARKANA    |  | TX    |  |     | 75503 | 
|SEARS |  | SRS-PHILIPBRG               |  | PHILLIPSBURG MALL             |  | PHILLIPSBURG |  | NJ    |  |     | 08865 | 
|SEARS |  | SRS-LUFKIN                  |  | LUFKIN MALL                   |  | LUFKIN       |  | TX    |  |     | 75901 | 
|SEARS |  | SRS-BANGOR                  |  | BANGOR MALL                   |  | BANGOR       |  | ME    |  |     | 04401 | 
|SEARS |  | SRS-NEWBURGH                |  | NEWBURGH MALL                 |  | NEWBURGH     |  | NY    |  |     | 12550 | 
|SEARS |  | SRS-ANIMAS                  |  | ANIMAS VLY MALL               |  | FARMINGTON   |  | NM    |  |     | 87402 | 
|SEARS |  | SRS-TERRE HAUTE-B           |  | HONEY CREEK MALL              |  | TERRE HAUTE  |  | IN    |  |     | 47802 | 
|SEARS |  | SRS-WILKES BARRE            |  | 88 WYOMING VALLEY MALL        |  | WILKES BARRE |  | PA    |  |     | 18711 | 
|SEARS |  | SRS-DALTON                  |  | WALNUT SQ MALL                |  | DALTON       |  | GA    |  |     | 30721 | 
|SEARS |  | SRS-CAMP HILL               |  | CAPITAL CITY MALL             |  | CAMP HILL    |  | PA    |  |     | 17011 | 
|SEARS |  | SRS-MUNCY                   |  | 300 LYCOMING MALL CIR STE 100 |  | PENNSDALE    |  | PA    |  |     | 17756 | 
|SEARS |  | SRS-ASHEBORO                |  | RANDOLPH MALL                 |  | ASHEBORO     |  | NC    |  |     | 27203 | 
|SEARS |  | SRS-MIDLAND                 |  | MIDLAND PARK MALL S/C         |  | MIDLAND      |  | TX    |  |     | 79703 | 
|SEARS |  | SRS-WATERTOWN               |  | SALMON RUN MALL               |  | WATERTOWN    |  | NY    |  |     | 13601 | 
|SEARS |  | SRS-NAPLES                  |  | COASTLAND CTR                 |  | NAPLES       |  | FL    |  |     | 34102 | 
|SEARS |  | SRS-HOUMA                   |  | SOUTHLAND MALL                |  | HOUMA        |  | LA    |  |     | 70364 | 
|SEARS |  | SRS-FLORENCE                |  | MAGNOLIA MALL                 |  | FLORENCE     |  | SC    |  |     | 29501 | 
|SEARS |  | SRS-KOKOMO-B                |  | MARKLAND MALL S/C             |  | KOKOMO       |  | IN    |  |     | 46902 | 
|SEARS |  | SRS-HORSEHEADS/ELMIRA       |  | ARNOT MALL                    |  | HORSEHEADS   |  | NY    |  |     | 14845 | 
|SEARS |  | SRS-JACKSONVILLE            |  | 344 JACKSONVILLE MALL         |  | JACKSONVILLE |  | NC    |  |     | 28546 | 
|SEARS |  | SRS-TUSCALOOSA              |  | 207 UNIVERSITY MALL           |  | TUSCALOOSA   |  | AL    |  |     | 35404 | 
|SEARS |  | SRS-MEMPHIS/HICKORY         |  | HICKORY RIDGE MALL            |  | MEMPHIS      |  | TN    |  |     | 38115 | 
|SEARS |  | SRS-ROCK HILL               |  | ROCK HILL GALLERIA            |  | ROCK HILL    |  | SC    |  |     | 29730 | 
|SEARS |  | SRS-CARY                    |  | CARY TOWNE CENTER             |  | CARY         |  | NC    |  |     | 27511 | 
|SEARS |  | SRS-KINGSPORT               |  | FORT HENRY MALL               |  | KINGSPORT    |  | TN    |  |     | 37664 | 
|SEARS |  | SRS-BRIDGEPORT/CLARKSBRG    |  | MEADOWBROOK MALL              |  | BRIDGEPORT   |  | WV    |  |     | 26330 | 
|SEARS |  | SRS-BLOOMINGTON-B           |  | EASTLAND MALL                 |  | BLOOMINGTON  |  | IL    |  |     | 61701 | 
|SEARS |  | SRS-SHELBY                  |  | CLEVELAND MALL                |  | SHELBY       |  | NC    |  |     | 28152 | 
|SEARS |  | SRS-ATHENS                  |  | GEORGIA SQ MALL               |  | ATHENS       |  | GA    |  |     | 30606 | 
|SEARS |  | SRS-EMPIRE                  |  | EMPIRE MALL                   |  | SIOUX FALLS  |  | SD    |  |     | 57106 | 
|SEARS |  | SRS-FRANKLIN/NASHVILLE-B    |  | COOL SPRINGS GALLERIA         |  | FRANKLIN     |  | TN    |  |     | 37067 | 





---

Mothers Work, Inc.

Leased Departments



|      |  |                           |  |                               |  |                  |  |       |  |     |       | 
|----- |  | ------------------------- |  | ----------------------------- |  | ---------------- |  | ----- |  | --- | ----- | 
|Chain |  | Store Name                |  | Street                        |  | City             |  | STATE |  | Zip |      
|SEARS |  | SRS-MARION                |  | ILLINOIS CENTER               |  | MARION           |  | IL    |  |     | 62959 | 
|SEARS |  | SRS-NEW HYDE PARK-INTCPT  |  | LAKE SUCCESS S/C              |  | NEW HYDE PARK    |  | NY    |  |     | 11040 | 
|SEARS |  | SRS-STATESVILLE           |  | SIGNAL HILL MALL              |  | STATESVILLE      |  | NC    |  |     | 28677 | 
|SEARS |  | SRS-ROCKFORD-CHERRYVALE-B |  | THE MALL AT CHERRY VALE       |  | ROCKFORD         |  | IL    |  |     | 61112 | 
|SEARS |  | SRS-GRNDJORDAN            |  | SEARS GRAND JORDAN LANDING    |  | WEST JORDAN      |  | UT    |  |     | 84088 | 
|SEARS |  | SRS-GURNEE                |  | SEARS GRAND GURNEE MILLS MALL |  | GURNEE           |  | IL    |  |     | 60031 | 
|SEARS |  | SRS-W PLM BCH             |  | 4560 FOREST HILL ROAD         |  | WEST PALM BEACH  |  | FL    |  |     | 33415 | 
|SEARS |  | SRS-STHGATE               |  | 2050 SOUTHGATE ROAD           |  | COLORADO SPRINGS |  | CO    |  |     | 80906 | 
|SEARS |  | SRS-CITADEL               |  | 2068 SAM RITTENBERG BLVD      |  | CHARLESTON       |  | SC    |  |     | 29407 | 
|SEARS |  | SRS-PHOENIX               |  | 4531 E. THOMAS ROAD           |  | PHOENIX          |  | AZ    |  |     | 85018 | 
|SEARS |  | SRS-MOLINE                |  | 4500 16TH STREET              |  | MOLINE           |  | IL    |  |     | 61265 | 
|SEARS |  | SRS-DVNPRT                |  | 320 W. KIMBERLY ROAD          |  | DAVENPORT        |  | IA    |  |     | 52806 | 
|SEARS |  | SRS-FRACKVL               |  | 2684 RT 61 & 81               |  | FRACKVILLE       |  | PA    |  |     | 17931 | 





---

EXHIBIT 4.6(C)

FORM OF LANDLORD WAIVER

SEE ATTACHED



---

WAIVER OF LANDLORDS LIEN

(the
Landlord) owns real property located at
 (the Leased Premises), which real property the Landlord leases to
 (the Tenant). The Tenant has obtained and may in the future obtain loans from Bank of America, N.A. (the Agent) or the other lenders for which Agent acts as agent
(collectively, the Lenders), secured by all of the Tenants present and after acquired assets including, among other things, the Tenants goods, furniture, fixtures, equipment, and inventory (the
Collateral) located and to be located upon the Leased Premises. The Collateral is or shall be administered by Bank of America, N.A., 100 Federal Street, Boston, Massachusetts 02110. In order to induce the Lenders to continue to
maintain and make said loan, the Landlord hereby represents, warrants, covenants and agrees as follows:

1. Tenant is not in
default under the terms of its lease for the Leased Premises;

2. Landlord hereby waives any statutory or other lien of
Landlord against said Collateral to all of Agents liens and security interests securing any of Tenants obligations to Agent and Lenders whether now existing or arising in the future. Landlord agrees to release its lien and security
interest, if any, against the Collateral, if requested by Agent, to facilitate a sale of the Collateral;

3. Landlord
has the full power and authority to execute this Agreement and has title to the Leased Premises or such property rights therein as to make effective the vesting in Tenant of rights with respect thereto in accordance with the terms of said lease;

4. Landlord further agrees that in the event Tenant defaults on any of Tenants obligations to Agent and Lenders, the
Agent shall have a reasonable opportunity to repossess the Collateral from the Leased Premises and the Landlord will cooperate with the Agent in gaining access to the Leased Premises for the purpose of repossessing said Collateral (including
permitting the Agent to change the locks on, and keys to the Leased Premises) or, if requested by Agent, Landlord shall permit Agent, or its agents, to liquidate (by public or private sale) the Collateral on the Leased Premises in a manner
reasonably designed to minimize any interference with any other of Landlords tenants;

5. To the extent not paid or
prepaid by the Tenant, the Agent shall pay the Landlord a reasonable sum for the use and occupancy of the Leased Premises (based upon rent due under the lease) from the date on which Agent shall have taken possession of the Collateral until the date
of the Agents vacating the Leased Premises, it being understood, however, that Agent shall not, thereby, have assumed any of the obligations of the Borrower to the Landlord; and

6. Prior to Landlord taking any action to evict Tenant from the Leased Premises for breach of the lease, Landlord shall give Agent at
least thirty (30) days written notice of such action at the address set forth above, and a reasonable opportunity to preserve, protect and liquidate any Collateral on the Leased Premises and, if Agent elects, to cure such breach of the lease.

The within Agreement shall inure to the benefit of the successors and assigns, and shall be binding upon the Landlord, its heirs, assigns,
representatives, and successors.



---

Dated this the  day of
, 2007.



LANDLORD:


By:Title:Address:




---

EXHIBIT 4.7(a)

TITLE TO ASSETS / ENCUMBRANCES



|(i) | See attached hereto the applicable UCC-1 filings.
|--- | -------------------------------------------------



|(ii) | The Headquarters Facility is encumbered by an Open-ended Mortgage dated as of April 4, 1996, as amended, in favor of PIDC Financing Corporation.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------



---

[Original included images of 12 UCC Financing Statements filed with the Delaware Department of State with
regard to Mothers Work, Inc. Images are omitted under Rule 304 of Regulation S-T.]



---

[Original included images of 2 UCC Financing Statements filed with the Puerto Rico Department of State with
regard to Mothers Work, Inc. Images are omitted under Rule 304 of Regulation S-T.]



---

[Original included images of a UCC Financing Statement filed with the Delaware Department of State with
regard to Mothers Work Canada, Inc. Images are omitted under Rule 304 of Regulation S-T.]



---

[Original included images of 4 UCC Financing Statements filed with the Delaware Department of State with
regard to Cave Springs, Inc. Images are omitted under Rule 304 of Regulation S-T.]



---

[Original included images of a UCC Financing Statement filed with the Puerto Rico Department of State with
regard to Cave Springs, Inc. Images are omitted under Rule 304 of Regulation S-T.]



---

EXHIBIT 4.7(d)

GOODS, DOCUMENTS OF TITLE OR OTHER COLLATERAL IN THE CUSTODY,

CONTROL OR POSSESSION OF A THIRD PARTY



|(i) | The following are the customs brokers employed by the Obligors:
|--- | ---------------------------------------------------------------



| |  |                              |  |                                                          |  | 
| |  | ---------------------------- |  | -------------------------------------------------------- |  | 
| |  | Name                         |  | Address / Telephone Number                               |  | 
| |  | Barthco International        |  | 7575 Holstein Avenue
Philadelphia, PA 19153
215-238-8600 |  | 
| |  |                              | 
| |  | Jose David Gonzalez          |  | 4506 Modern Lane Laredo, TX
78041 956-728-7636           |  | 
| |  |                              | 
| |  | Exel                         |  | 10205 NW 19thSt. Suite
101 Miami, FL 33172
305-639-3520  |  | 
| |  |                              | 
| |  | Garden City Customs Services |  | 6045 Progress Street
Niagara Falls, Ontario
888-481-2048 |  | 



|(ii) | During the production process, some of the inventory of the Obligors is held by various sew contractors, cleaners and other third party finishers. The third parties
referenced in the preceding sentence which the Obligors have utilized in the past include the parties listed on the attached schedule.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(iii) | Pursuant to the Certificate of Designations of the Series A Preferred Stock, par value $0.01 per share (the Series A Preferred Stock), Lead Borrower called
for redemption on August 21, 2002 all of the outstanding shares of the Series A Preferred Stock outstanding on that date for US$280.4878 per share (the Stated Value under the Certificate of Designations), plus accrued and unpaid dividends per
share through the date immediately preceding the redemption date. To date, there remains approximately $674,850 held by the Lead Borrower for those shareholders who have not yet redeemed their outstanding Series A Preferred Stock.
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

All Contractors:



|     |  |                           |  |                                     |  |           |  |           |  |                   |  |                
|---- |  | ------------------------- |  | ----------------------------------- |  | --------- |  | --------- |  | ----------------- |  | ---------------
|Code |  | CONTRACTOR NAME           |  | ADDRESS                             |  | PHONE     |  | FAX       |  | CONTACT           |  | B# / C# / Other
|160  |  | A & I Fashions            |  | 1017 Arch St., 6th fl.              |  | xxxxxxxxx |  | xxxxxxxxx |  | Andy              |  |                
|108  |  | A & R Cutting             |  | 176 W. Louden St.                   |  | xxxxxxxxx |  | xxxxxxxxx |  | Angelo / Rose     |  |                
|5259 |  | Apparel Trim (7th Ave.)   |  | 195 New York Ave.,Jersey Cty        |  | xxxxxxxxx |  | xxxxxxxxx |  | Lenny             |  |                
|140  |  | Canaan Fashions           |  | 6720 Bustleton Ave, Phila., 19149   |  | xxxxxxxxx |  | xxxxxxxxx |  | Joyce / Joey      |  |                
|161  |  | D & J Cutting             |  | 454 N.12th St., 1st fl.             |  | xxxxxxxxx |  | xxxxxxxxx |  | Daniel Yuen       |  |                
|27A  |  | Goodwork Fashions         |  | 1029-31 Race St., 2nd fl.           |  | xxxxxxxxx |  | xxxxxxxxx |  | Francis           |  | xxxxxxxxx      
|119  |  | Innovaciones / INNDEX     |  | Mexico                              |  | xxxxxxxxx |  | xxxxxxxxx |  | Hugo Juarez       |  |                
|191  |  | I.T.S.                    |  | Mexico                              |  | xxxxxxxxx |  | xxxxxxxxx |  |                   |  |                
|2    |  | Jade Fashion              |  | 1017 Race St., 4th fl.              |  | xxxxxxxxx |  | xxxxxxxxx |  | Thai / Patricia   |  |                
|7    |  | Jimmys Cutting           |  | 49 Shawnee Valley, E.Stroudsburg,PA |  | xxxxxxxxx |  | xxxxxxxxx |  | Jimmy             |  | David-Rome St. 
|4814 |  | John T. Bennett Co./Dyers |  | 2552 N. Third St., 19133            |  | xxxxxxxxx |  | xxxxxxxxx |  | Lee Sunderland    |  |                
|149  |  | Mc Coy                    |  | Mexico                              |  | xxxxxxxxx |  | xxxxxxxxx |  | Martin Chaul      |  |                
|71   |  | MundoTex                  |  | Nicaragua                           |  | xxxxxxxxx |  | xxxxxxxxx |  | Robert Escobar    |  |                
|49   |  | P & S                     |  | 176 W. Louden St., 2nd fl.          |  | xxxxxxxxx |  | xxxxxxxxx |  | Siam Lim/Patricia |  |                
|27B  |  | Queen Fashion             |  | 1029-31 Race St., 2nd fl.           |  | xxxxxxxxx |  | xxxxxxxxx |  | Francis           |  | xxxxxxxxx      
|2516 |  | Regal Originals           |  | 247 W. 37th St., NY, NY 10018       |  | xxxxxxxxx |  | xxxxxxxxx |  | Rodger Cohen      |  |                
|6    |  | Rome Street Apparel       |  | 137 Rome St., Newark,NJ, 07105      |  | xxxxxxxxx |  | xxxxxxxxx |  | David Hertzberg   |  |                
|06-A |  | Rome St. App. REWORKS     |  | 137 Rome St., Newark,NJ, 07105      |  | xxxxxxxxx |  | xxxxxxxxx |  | David Hertzberg   |  |                
|27D  |  | Rose Fashions             |  | 1029-31 Race St., 2nd fl.           |  | xxxxxxxxx |  | xxxxxxxxx |  | Francis           |  | xxxxxxxxx      
|59   |  | Size Jumbo Inc.           |  | 278 73rd St., Brooklyn, NY 11209    |  | xxxxxxxxx |  | xxxxxxxxx |  | Kenny             |  |                
|4    |  | Stanley Pleating          |  | 247 W. 36th St., NY, NY 10018       |  | xxxxxxxxx |  | xxxxxxxxx |  | Stuart            |  |                
|158  |  | Tai Shan                  |  | 128 N. 10th St., 4th fl.            |  | xxxxxxxxx |  | xxxxxxxxx |  | Bing              |  |                
|198  |  | Tams Clothing            |  | 1017 Race St., 3rd fl.              |  | xxxxxxxxx |  | xxxxxxxxx |  | Zhi Hong / Annie  |  | (Jade)         
|75   |  | PanTex (aka Texpan)       |  | Guatemala                           |  | xxxxxxxxx |  | xxxxxxxxx |  | Mr. Ahn           |  | xxxxxxxxx      
|192  |  | Urban Apparel             |  | 226 W. 37th st., NY 10018           |  | xxxxxxxxx |  | xxxxxxxxx |  | Cyrel / Glen      |  |                
|70   |  | U.S.L.C. of Nicaragua     |  | Nicaragua                           |  | xxxxxxxxx |  | xxxxxxxxx |  | Alfredo Fernandez |  | xxxxxxxxx      
|180  |  | Yi Yuan                   |  | 1019 Wood St., 1st fl.              |  | xxxxxxxxx |  | xxxxxxxxx |  | Sophie / YuYu     |  |                



|* | Actual phone numbers not dislcosed
|- | ----------------------------------



---

EXHIBIT 4.8

INDEBTEDNESS



|(a) | Certain of the equipment of the Lead Borrower located in its Headquarters Facility is leased (pursuant to a capital lease) by the Lead Borrower from GE Capital
(formerly Transamerica Equipment Financial Services Corporation) pursuant to a lease dated March 24, 2000, as amended December 1, 2004. Pursuant to the lease, the Lead Borrower shall purchase the subject equipment for $1 at the expiration
of the lease.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | The Lead Borrowers facility located at 2001 Kitty Hawk Avenue, Philadelphia, PA 19112 is leased by the Lead Borrower from the Philadelphia Authority for
Industrial Development pursuant to an Agreement of Lease dated August 26, 2002. Pursuant to the lease, the Lead Borrower has an option to purchase the leased property.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | Lead Borrower currently owes $2,810,000 to the Philadelphia Authority for Industrial Development pursuant to a Loan Agreement dated September 1, 1995. The loan
matures on September 1, 2020.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(d) | Lead Borrower currently owes $660,564 to the Pennsylvania Industrial Development Authority pursuant to a Loan Agreement dated April 4, 1996. The loan matures on
May 1, 2011.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(e) | Lead Borrower currently owes $90,763 to certain bondholders pursuant to a Variable/Fixed Rate Federally Taxable Economic Development Bond (Mothers Work, Inc.), Series
1995. The loan matures on March 1, 2011.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(f) | Lead Borrower currently owes $90,000,000 to certain bondholders pursuant to the Indenture Agreement. The loan matures on August 1, 2010.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------



|(g) | Customs bonds: As an importer, the Lead Borrower is required under United States law to cause a customs bond or customs bonds to be issued in favor of the United States
government. A customs bond is a guarantee from a surety company to the United States government that the importer will faithfully abide by all laws and regulations governing the importation of merchandise into the United States. To the extent a
customs bond is called upon by the United States government based on the importers failure to abide by any law or regulation, the surety would be obligated to pay the United States government any penalties due and the importer would then be
liable to the surety for the subject amount. The Lead Borrower currently has the following customs bonds outstanding:
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Washington International Insurance Company

1200 Arlington Heights Road

Itasca, IL 60143

$1,500,000 liability; $5,000 annual premium for U.S. Customs duty



---

|(h) | See attached listing of currently outstanding letters of credit.
|--- | ----------------------------------------------------------------



---

Mothers Work, Inc.

Letters of Credit

As of February 28, 2007



|         |                           |  |                    |  |          |             |  |  |            |  |  |             |                                   |         |   |                                 |           |   |           |             |  |  |              |  |  |  |   |  |  |                                                    
|-------- | ------------------------- |  | ------------------ |  | -------- | ----------- |  |  | ---------- |  |  | ----------- | --------------------------------- | ------- | - | ------------------------------- | --------- | - | --------- | ----------- |  |  | ------------ |  |  |  | - |  |  | ---------------------------------------------------
|LCNumber |                           |  | Original IssueDate |  |          | RenewalDate |  |  | ExpireDate |  |  | Beneficiary |                                   | Balance |   |                                 | AutoRenew |   |           | FinalExpiry |  |  | Explanations
|         | Standby Letters of Credit
|         | 3012546                   |  |                    |  | 03/26/03 |             |  |  | 04/30/06   |  |  |             | 03/01/07                          |         |   | Royal Bank of Canada            |           | $ | 2,895,071 |             |  |  | Y            |  |  |  | N |  |  | Captive Insurance                                  
|         | 3007570                   |  |                    |  | 04/30/01 |             |  |  | 04/30/06   |  |  |             | 04/20/07                          |         |   | Jane Goldman, Alan Goldman      |           | $ | 500,000   |             |  |  | Y            |  |  |  | N |  |  | Store Lease - Pea #800 (Madison Ave)               
|         | 3084830                   |  |                    |  | 10/16/06 |             |  |  | 10/16/06   |  |  |             | 06/30/07                          |         |   | Tellas                          |           | $ | 300,000   |             |  |  | N            |  |  |  | Y |  |  | Vendor                                             
|         | 9820519                   |  |                    |  | 07/03/98 |             |  |  | 04/30/06   |  |  |             | 07/10/07                          |         |   | Imperial Realty Company         |           | $ | 125,000   |             |  |  | Y            |  |  |  | N |  |  | Store Lease - Episode #751 (Oak St)                
|         | 3012913                   |  |                    |  | 07/17/03 |             |  |  | 04/30/06   |  |  |             | 07/18/07                          |         |   | Washington International Ins Co |           | $ | 240,000   |             |  |  | Y            |  |  |  | N |  |  | United States Customs Bond                         
|         | 3014855                   |  |                    |  | 08/18/05 |             |  |  | 04/30/06   |  |  |             | 08/18/07                          |         |   | 575 Associates                  |           | $ | 500,000   |             |  |  | Y            |  |  |  | Y |  |  | Store Lease - NY Superstore, Final expiry 8/18/2016
|         | 9820495                   |  |                    |  | 07/10/98 |             |  |  | 05/01/06   |  |  |             | 09/15/07                          |         |   | The Bank of New York            |           | $ | 2,877,440 |             |  |  | N            |  |  |  | N |  |  | Phila. Authority for Industrial Development        
|         | 3004588                   |  |                    |  | 11/13/00 |             |  |  | 04/30/06   |  |  |             | 11/14/07                          |         |   | ALGM Leasehold                  |           | $ | 30,000    |             |  |  | Y            |  |  |  | N |  |  | Store Lease - MH #1790 (West 34th St)              
|         | 7420341                   |  |                    |  | 01/17/06 |             |  |  | 04/30/06   |  |  |             | 01/11/09                          |         |   | Commonwealth of Pennsylvania    |           | $ | 902,150   |             |  |  | N            |  |  |  | Y |  |  | Permalift Case                                     
|         |                           |  |                    |  |          |             |  |  |            |  |  |             |                                   |         |   |                                 |           |   |           |             |  |  |              |  |  |  |   |  |  |                                                    
|         |                           |  |                    |  |          |             |  |  |            |  |  |             |                                   |         |   | Standby LCs                     |           | $ | 8,369,661 |             |  |  |              |  |  |  |   |  |  |                                                    
|         |                           |  |                    |  |          |             |  |  |            |  |  |             | Total LCs issued and outstanding |         | $ | 8,369,661                       |           |   |           |             |  |  |              |  |  |  |  
|         |                           |  |                    |  |          |             |  |  |            |  |  |             |                                   |         |   |                                 |           |   |           |             |  |  |              |  |  |  |   |  |  |                                                    



---

EXHIBIT 4.9

INSURANCE

See attached list of the Obligors insurance policies.



---

MOTHERS WORK, INC.

Summary of Insurance Coverage

2006/2007



|                  |  |                           |  |                         |         |  |         |                      |          |   |         |            |  |   |              | 
|----------------- |  | ------------------------- |  | ----------------------- | ------- |  | ------- | -------------------- | -------- | - | ------- | ---------- |  | - | ------------ | 
|Incept/Expire     |  | Type                      |  | EstimatedAnnual Premium |         |  | Carrier |                      | Coverage |   |         | Deductible | 
|12/30/06-12/30/07 |  | Spa Insurance             |  | $                       | xxxxxxx |  |         | Evanston Insurance   |          | $ | xxxxxxx |            |  | $ | 2,500        | 
|1/10/07-2/10/08   |  | D&O layer 1               |  | $                       | xxxxxxx |  |         | Great American       |          | $ | xxxxxxx |            |  | $ | 0 to 250,000 | 
|1/10/07-2/10/08   |  | D&O layer 2               |  | $                       | xxxxxxx |  |         | XL Specialty         |          | $ | xxxxxxx |            |  |   |              | 
|1/10/07-2/10/08   |  | D&O layer 3               |  | $                       | xxxxxxx |  |         | Chubb                |          | $ | xxxxxxx |            |  |   |              | 
|1/10/07-2/10/08   |  | D&O: Side A Only          |  | $                       | xxxxxxx |  |         | XL Specialty         |          | $ | xxxxxxx |            |  |   |              | 
|3/1/07-3/1/08     |  | Internet Liability        |  | $                       | xxxxxxx |  |         | Chubb                |          | $ | xxxxxxx |            |  | $ | 50,000       | 
|3/1/07-3/1/08     |  | Other                     |  | $                       | xxxxxxx |  |         | Chubb                |          | $ | xxxxxxx |            |  |   | none         | 
|3/1/07-3/1/08     |  | Umbrella                  |  | $                       | xxxxxxx |  |         | ACE                  |          | $ | xxxxxxx |            |  |   | none         | 
|CHURCHILL*        |  |                           |  |                         |         |  |         |                      |          |   |         |            |  |   |              | 
|3/1/07-3/1/08     |  | General Liability         |  | $                       | xxxxxxx |  |         | Zurich               |          |   | xxxxxxx |            |  | $ | 400,000      | 
|3/1/07-3/1/08     |  | Automobile                |  | $                       | xxxxxxx |  |         | Zurich               |          | $ | xxxxxxx |            |  | $ | 400,000      | 
|3/1/07-3/1/08     |  | Workers Compensation     |  | $                       | xxxxxxx |  |         | Zurich-American      |          |   | xxxxxxx |            |  | $ | 400,000      | 
|                  |  | All other WC              |  | $                       | xxxxxxx |  |         |                      |          |   |         |            |  |   |              | 
|5/29/06-5/29/07   |  | Property                  |  | $                       | xxxxxxx |  |         | Zurich               |          | $ | xxxxxxx |            |  | $ | 50,000       | 
|5/29/06-5/29/07   |  | Earthquake                |  | $                       | xxxxxxx |  |         | West Chester Surplus |          | $ | xxxxxxx |            |  | $ | 500,000      | 
|5/29/06-5/29/07   |  | Fiduciary Liability       |  | $                       | xxxxxxx |  |         | National Union Fire  |          | $ | xxxxxxx |            |  |   | none         | 
|5/29/06-5/29/07   |  | Crime                     |  | $                       | xxxxxxx |  |         | National Union (AIG) |          | $ | xxxxxxx |            |  | $ | 35,000       | 
|5/29/06-5/29/07   |  | Canada: General Liability |  | $                       | xxxxxxx |  |         | Aviva                |          | $ | xxxxxxx |            |  | $ | 1,000        | 
|5/29/06-5/29/07   |  | International Liability   |  | $                       | xxxxxxx |  |         | Zurich               |          | $ | xxxxxxx |            |  | $ | 20,000       | 
|8/15/06-8/15/07   |  | Ocean Cargo               |  | $                       | xxxxxxx |  |         | New York Marine      |          | $ | xxxxxxx |            |  | $ | 1,000        | 



|* | Churchill premiums are estimates only, it is a pay-in premium. Ultimate premium subject to ultimate losses of MWI and Group as a whole
|- | ----------------------------------------------------------------------------------------------------------------------------------------

|** | Actual premiums and coverage amounts not disclosed
|-- | --------------------------------------------------



---

EXHIBIT 4.10

LICENSES, MATERIAL CONTRACTS



|(a) | Employment agreements and Supplemental Retirement agreements:
|--- | -------------------------------------------------------------



| | (i) | Second Amended and Restated Employment Agreement by and between Lead Borrower and Dan W. Matthias dated March 2, 2007.
| | --- | ----------------------------------------------------------------------------------------------------------------------



| | (ii) | Second Amended and Restated Employment Agreement by and between Lead Borrower and Rebecca C. Matthias dated March 2, 2007.
| | ---- | --------------------------------------------------------------------------------------------------------------------------



| | (iii) | Amended and Restated Employment Agreement between Lead Borrower and Edward M. Krell dated as of April 26, 2005, as amended July 20, 2006.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | Supplemental Retirement Agreement by and between Lead Borrower and Dan W. Matthias dated March 2, 2007.
| | ---- | -------------------------------------------------------------------------------------------------------



| | (v) | Supplemental Retirement Agreement by and between Lead Borrower and Rebecca C. Matthias dated March 2, 2007.
| | --- | -----------------------------------------------------------------------------------------------------------



|(b) | Equipment lease: Lease between Lead Borrower and GE Capital (formerly Transamerica Equipment Financial Services Corporation) dated March 24, 2000, as amended
December 1, 2004.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | futuretrust agreement: The agreement listed in a Letter Agreement between the Lead Borrower and the Administrative Agent dated as of the date hereof (a copy of which
have previously been provided to Administrative Agent).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(d) | Internet agreements: Those agreements listed in a Letter Agreement between the Lead Borrower and the Administrative Agent dated as of the date hereof (copies of which
have previously been provided to Administrative Agent).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(e) | Leased department agreements: Those agreements listed in a Letter Agreement between the Lead Borrower and the Administrative Agent dated as of the date hereof (copies
of which have previously been provided to Administrative Agent).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(f) | Licensing agreements: Those agreements listed in a Letter Agreement between the Lead Borrower and the Administrative Agent dated as of the date hereof (copies of which
have previously been provided to Administrative Agent).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(g) | Marketing partnership agreements: Those agreements listed in a Letter Agreement between the Lead Borrower and the Administrative Agent dated as of the date hereof
(copies of which have previously been provided to Administrative Agent).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



---

EXHIBIT 4.11

LEASES

See Exhibit 4.8(a) for a list of capital leases.

The Lead Borrower leases a facility located at 2001 Kitty Hawk Avenue, Philadelphia, PA 19112 pursuant to a lease with the Philadelphia Authority for
Industrial Development dated August 26, 2002.

A subsidiary of the Guarantor (Maternity Factory Warehouse Centre, Inc.) leases a facility
located at 4140 B Sladeview Crescent Unit 56, Mississauga Ontario, Canada pursuant to a lease with The Erin Mills Development Corporation dated July 24, 2002, as amended.

See Exhibit 4.6(a) for a list of all store leases and leased department arrangements.



---

EXHIBIT 4.15

TAXES

Currently the Obligors are aware of the following audits that are either currently
being conducted or will be conducted:

Income Tax



|1. | Massachusetts: The Massachusetts Department of Revenue is currently conducting an audit of the Lead Borrowers state income tax returns for the 2002 through 2004
fiscal years. Field audit is complete and audit findings are pending.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. | New York: The New York State Department of Taxation is currently conducting an audit of the Lead Borrowers state income tax returns for the 2002 through 2004
fiscal years. Field audit is complete and audit findings are pending.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | Maine: The State of Maine Bureau of Revenue Services is scheduled to commence an audit in March 2007 of the Lead Borrowers state income tax returns for the 2003
through 2005 fiscal years.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sales and Use Tax



|1. | Pennsylvania, in progress
|-- | -------------------------



|2. | Arkansas, in progress
|-- | ---------------------



|3. | New Jersey, March 2007
|-- | ----------------------



|4. | New York, March 2007
|-- | --------------------



|5. | Tennessee, August 2007
|-- | ----------------------



|6. | Texas, September 2007
|-- | ---------------------



|7. | Arizona, October 2007
|-- | ---------------------



---

EXHIBIT 4.17

ERISA

Although all required reports have been filed to date, the Lead Borrower has, from
time to time, failed to timely file certain ERISA reports and has been assessed penalties in connection with filings. All penalties assessed have been paid.



---

EXHIBIT 4.18

HAZARDOUS MATERIALS AND ENVIRONMENTAL COMPLIANCE

The following environmental reports on
the Headquarters Facility have been prepared:



|(a) | Asbestos Survey Report dated September 29, 1995 prepared by NTH Consultants, Ltd.
|--- | ---------------------------------------------------------------------------------



|(b) | Phase I Environmental Site Assessment dated February 2, 1995 prepared by NTH Consultants, Ltd.
|--- | ----------------------------------------------------------------------------------------------



|(c) | Phase II Environmental Site Assessment dated March 14, 1995 prepared by NTH Consultants, Ltd.
|--- | ---------------------------------------------------------------------------------------------



|(d) | Phase I Environmental Site Assessment dated September 21, 2004 prepared by NTH Consultants, Ltd.
|--- | ------------------------------------------------------------------------------------------------



---

EXHIBIT 4.19

LITIGATION

None



---

EXHIBIT 4.20

DIVIDENDS, INVESTMENTS, CORPORATE ACTION

Auction rate securities satisfying the
provisions of clause 4.20(a)(iii)(F) and with interest rate or dividend reset date intervals not greater than one (1) year duration, and whose underlying securities are rated at least A- or the equivalent thereof by Standard &
Poors Rating Service or at least A- or the equivalent thereof by Moodys Investors Service Inc.



---

EXHIBIT 5.4

Form of Borrowing Base Certificate

See attached.



---

|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- |  |  | ---- |  |  | ----------- |  | - | ----------- | -
|MOTHERS WORK, INC                                                                                                                                                   |  |                         |  |  |      |  |  | Cert. #     |  |   |             |  
|Borrowing Base Certificate - Month Ending:                                                                                                                          |  |                         |  |  |      |  |  |             |  |   | Page 1 of 2 |  
|                                                                                                                                                                    |  | date printed            |  |  |      |  |  |             |  |   |             |  
|                                                                                                                                                                    |  | date prepared           |  |  |      |  |  |             |  |   |             |  
|                                                                                                                                                                    |  |                         |  | 
|Eligible Accounts, as of                                                                                                                                            |  |                         |  |  | Date |  |  |             |  |   |             |  
|Wholesale Accounts (a)(i)                                                                                                                                           |  |                         |  |  |      |  |  |             |  | $ |            |  
|Advance Rate                                                                                                                                                        |  |                         |  |  |      |  |  |             |  |   | 85          | %
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|Borrowing Base contribution                                                                                                                                         |  |                         |  |  |      |  |  |             |  | $ |            |  
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|Other A/R (a)(ii)                                                                                                                                                   |  |                         |  |  |      |  |  |             |  |   |             |  
|Customer List & Marketing Services                                                                                                                                  |  |                         |  |  |      |  |  |             |  | $ |            |  
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  | $ |            |  
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|                                                                                                                                                                    |  | Subtotal (<$7MM)        |  |  |      |  |  | $7,000,000  |  | $ |            |  
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|Advance Rate                                                                                                                                                        |  |                         |  |  |      |  |  |             |  |   | 80          | %
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|Borrowing Base contribution                                                                                                                                         |  |                         |  |  |      |  |  |             |  | $ |            |  
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|                                                                                                                                                                    |  |                         |  | 
|Leased Department receivables (a)(ii)                                                                                                                               |  |                         |  |  |      |  |  |             |  | $ |            |  
|Advance Rate                                                                                                                                                        |  |                         |  |  |      |  |  |             |  |   | 80          | %
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|Borrowing Base contribution                                                                                                                                         |  |                         |  |  |      |  |  |             |  | $ |            |  
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|                                                                                                                                                                    |  |                         |  | 
|Borrowing Base Contribution of Wholesale Accounts, Other, and Leased Departments A/R Subtotal (must be < 50% of the
sum b,c,d,e customer lists, marketing services) |  |                         |  |  |      |  |  |             |  | $ |            |  
|                                                                                                                                                                    |  |                         |  | 
|Credit Card Receivables (b)                                                                                                                                         |  |                         |  |  |      |  |  |             |  | $ |            |  
|Advance Rate                                                                                                                                                        |  |                         |  |  |      |  |  |             |  |   | 90          | %
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|Borrowing Base contribution                                                                                                                                         |  |                         |  |  |      |  |  |             |  | $ |            |  
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|                                                                                                                                                                    |  |                         |  | 
|Approved Nondomestic Licensing Accounts (c)                                                                                                                         |  |                         |  |  |      |  |  |            |  | $ |            |  
|Advance Rate                                                                                                                                                        |  |                         |  |  |      |  |  |             |  |   | TBD         |  
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|Borrowing Base contribution                                                                                                                                         |  |                         |  |  |      |  |  |             |  |   | #VALUE!     |  
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|A/R Borrowing Base                                                                                                                                                  |  |                         |  |  |      |  |  |             |  | $ |            |  
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|                                                                                                                                                                    |  |                         |  | 
|Eligible Inventory, as of                                                                                                                                           |  |                         |  |  | Date |  |  |             |  |   |             |  
|Raw Materials (net of inventory reserves) (d)(i)                                                                                                                    |  |                         |  |  |      |  |  |             |  | $ |            |  
|Advance Rate (i) (NOLV: 79.1%, 20.7% from GBAA Appraisal date 6/5/2006)                                                                                             |  |                         |  |  |      |  |  |             |  |   | 20.7        | %
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|Borrowing Base contribution                                                                                                                                         |  |                         |  |  |      |  |  |             |  | $ |            |  
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|                                                                                                                                                                    |  |                         |  | 
|Finished Goods from Stock Ledger (excludes Leased Departments) (d)(ii)                                                                                              |  |                         |  |  |      |  |  |             |  | $ |            |  
|Less Inventory Reserves:                                                                                                                                            |  |                         |  |  |      |  |  |             |  |   |             |  
|Loc. #s (Stores with UCCs filed)                                                                                                                                  |  |                         |  |  |      |  |  |             |  | $ |            |  
|Returns to vendor                                                                                                                                                   |  |                         |  |  |      |  |  |             |  | $ |            |  
|Damaged goods and samples                                                                                                                                           |  |                         |  |  |      |  |  |             |  | $ |            |  
|Foreign Finished Goods                                                                                                                                              |  |                         |  |  |      |  |  |             |  | $ |            |  
|E&O Reserve, including Take Nine                                                                                                                                    |  |                         |  |  |      |  |  |             |  | $ |            |  
|Shrink Reserve                                                                                                                                                      |  |                         |  |  |      |  |  |             |  | $ |            |  
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|                                                                                                                                                                    |  |                         |  |  |      |  |  | Subtotal    |  | $ |            |  
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|Eligible Finished Goods from Stock Ledger                                                                                                                           |  |                         |  |  |      |  |  |             |  | $ |            |  
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|                                                                                                                                                                    |  |                         |  | 
|Eligible Finished Goods at Leased Departments (net of inventory reserves) (d)(ii)                                                                                   |  |                         |  |  |      |  |  |             |  | $ |            |  
|Eligible Finished Goods at Leased Departments (< 21% of El. Fin. Goods, El. L/C Inv. and El. In-Transit
Inv.)                                                       |  |                         |  |  |      |  |  |            |  | $ |            |  
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|                                                                                                                                                                    |  |                         |  | 
|Total Eligible Finished Goods Inventory                                                                                                                             |  |                         |  |  |      |  |  |             |  | $ |            |  
|Advance Rate (i)                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   | 79.1        | %
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|Borrowing Base contribution                                                                                                                                         |  |                         |  |  |      |  |  |             |  | $ |            |  
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|                                                                                                                                                                    |  |                         |  | 
|L/C Inventory (d)(iii)                                                                                                                                              |  |                         |  |  |      |  |  |             |  |   |             |  
|In-Transit Inventory (net of inventory reserves) (d)(iii)                                                                                                           |  |                         |  |  |      |  |  |             |  | $ |            |  
|Less in-transit without executed customs-broker letter                                                                                                              |  |                         |  |  |      |  |  |             |  | $ |            |  
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|                                                                                                                                                                    |  | Subtotal (<$20,000,000) |  |  |      |  |  | $20,000,000 |  | $ |            |  
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|Advance Rate (i)                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   | 79.1        | %
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|Borrowing Base contribution                                                                                                                                         |  |                         |  |  |      |  |  |             |  | $ |            |  
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  
|Inventory Borrowing Base (d)                                                                                                                                        |  |                         |  |  |      |  |  |             |  | $ |            |  
|                                                                                                                                                                    |  |                         |  |  |      |  |  |             |  |   |             |  



|*** | (i) The step down schedule for the inventory advance rate: 100% year one, 95% year two, and 90% thereafter.
|--- | -----------------------------------------------------------------------------------------------------------



---

|                                                                           |  |                         |  |   |      |  |  |          |  |   |             |  
|-------------------------------------------------------------------------- |  | ----------------------- |  | - | ---- |  |  | -------- |  | - | ----------- | -
|MOTHERS WORK, INC                                                          |  |                         |  |   |      |  |  | Cert. #  |  |   |             |  
|Borrowing Base Certificate - Month Ending:                                 |  |                         |  |   |      |  |  |          |  |   | Page 2 of 2 |  
|                                                                           |  |                         |  |  
|If Mortgage Conditions satisfied:                                          |  |                         |  |   |      |  |  |          |  |   |             |  
|Mortgage Conditions satisfied?                                             |  |                         |  |   |      |  |  |          |  |   | No          |  
|Real Estate (Appraisal as of 7/15/04) (e)(ii)                              |  |                         |  |   |      |  |  |          |  | $ |            |  
|Advance Rate                                                               |  |                         |  |   |      |  |  |          |  |   | 60          | %
|                                                                           |  |                         |  |   |      |  |  |          |  | $ |            |  
|                                                                           |  |                         |  |   |      |  |  |          |  |   |             |  
|Less: Second Mortgage Cap.                                                 |  |                         |  |   |      |  |  |          |  | $ |            |  
|                                                                           |  |                         |  |   |      |  |  |          |  |   |             |  
|New HQ Encumbrance Amount                                                  |  |                         |  |   |      |  |  |          |  | $ |            |  
|                                                                           |  |                         |  |   |      |  |  |          |  |   |             |  
|                                                                           |  |                         |  |   |      |  |  | Subtotal |  | $ |            |  
|Real Estate Borrowing Base (e)                                             |  |                         |  |   |      |  |  |          |  |   |            |  
|                                                                           |  |                         |  |   |      |  |  |          |  |   |             |  
|                                                                           |  |                         |  |   |      |  |  |          |  |   |             |  
|                                                                           |  |                         |  |   |      |  |  |          |  |   |             |  
|Eligible Liquid Collateral (from page 2) (f)                               |  |                         |  |   |      |  |  |          |  | $ |            |  
|                                                                           |  |                         |  |   |      |  |  |          |  |   |             |  
|                                                                           |  |                         |  |  
|Less: Availability Reserves                                                |  |                         |  |   |      |  |  |          |  |   |             |  
|Landlord Lien states (WA,VA,PA; 1 months rent)                            |  |                         |  |   |      |  |  |          |  | $ |            |  
|Gift Certificates and merchandise credits                                  |  | @ 33%                   |  |   |      |  |  |          |  | $ |            |  
|                                                                           |  |                         |  |   |      |  |  |          |  |   |             |  
|Total Availability Reserves                                                |  |                         |  |   |      |  |  | Subtotal |  | $ |            |  
|                                                                           |  |                         |  |   |      |  |  |          |  |   |             |  
|Total Borrowing Base A (Sum of (a) through (f) less Availability Reserves) |  |                         |  |   |      |  |  |          |  | $ |            |  
|                                                                           |  |                         |  |   |      |  |  |          |  |   |             |  
|                                                                           |  | Suppressed availability |  | $ |     | 
|                                                                           |  |                         |  |   |      |  |  |          |  |   |             |  
|Total Borrowing Base (not to exceed $65MM)                                 |  |                         |  |   |      |  |  |          |  | $ |            |  
|                                                                           |  |                         |  |   |      |  |  |          |  |   |             |  
|                                                                           |  |                         |  |  
|Availability Calculation, as of                                            |  |                         |  |   | Date |  |  |          |  |   |             |  
|Beginning Principal Loan Balance                                           |  |                         |  |   |      |  |  |          |  | $ |            |  
|Add: Prior day advance request                                             |  |                         |  |   |      |  |  |          |  | $ |            |  
|Less: Current day paydown                                                  |  |                         |  |   |      |  |  |          |  | $ |            |  
|                                                                           |  |                         |  |   |      |  |  |          |  |   |             |  
|Ending Principal Loan Balance                                              |  |                         |  |   |      |  |  |          |  | $ |            |  
|                                                                           |  |                         |  |  
|Add: Documentary LCs                                                       |  |                         |  |   |      |  |  |          |  | $ |            |  
|Add: Standby LCs                                                           |  |                         |  |   |      |  |  |          |  | $ |            |  
|                                                                           |  |                         |  |   |      |  |  |          |  |   |             |  
|Total Loan Balance Prior to Advance Request                                |  |                         |  |   |      |  |  |          |  | $ |            |  
|                                                                           |  |                         |  |   |      |  |  |          |  |   |             |  
|Net Availability Prior to Advance Request                                  |  |                         |  |   |      |  |  |          |  | $ |            |  
|ADVANCE REQUEST                                                            |  |                         |  |   |      |  |  |          |  | $ |            |  
|                                                                           |  |                         |  |   |      |  |  |          |  |   |             |  
|Availability after todays advance request                                 |  |                         |  |   |      |  |  |          |  | $ |            |  
|                                                                           |  |                         |  |   |      |  |  |          |  |   |             |  

The undersigned hereby certifies on behalf of the Borrowers, that the following statements are true on the date hereof, and
will be true on the date of the proposed Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom:



|1 | The representations and warranties of the Borrowers contained in the Loan and Security Agreement are true and correct as though made on and as of such date.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|2 | No Default or Event of Default has occurred and is continuing, or would result from such proposed Borrowing.
|- | ------------------------------------------------------------------------------------------------------------

|3 | The proposed Borrowing will not cause the aggregate principal amount of all outstanding Revolving Loans [plus the aggregate amount available for drawing under all
outstanding Letters of Credit], to exceed the Availability or the combined Commitments of the Lenders.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4 | Per Section 4.03 of the $125MM Bond Indenture Agreement, Indebtedness under the Credit Agreement does not exceed the greater of (I) $60MM and (ii) the
sum of (x) 80% of the book value of accounts receivable of the Company and its Restricted subsidiaries on a consolidated basis and (y) 70% of the book value of the inventory of the Company and its Restricted subsidiaries on a consolidated
basis.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5 | Borrower certifies that Eligible In-Transit Inventory meets all of Borrowers representations and warranties contained in the Loan Documents concerning Eligible
Inventory, that Borrower knows of no reason why such Inventory would not be accepted by the Borrower when it is delivered to the Borrower, and that the shipment as evidenced by the documents conform to the related order documents.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6 | Borrower expects Eligible In-Transit Inventory and Eligible L/C Inventory is within 30 days of receipt at Domestic Distribution Center.
|- | ---------------------------------------------------------------------------------------------------------------------------------------

|7 | No Obligor has entered into any agreements of the type described in clause (a) (ii) of the definition of Borrowing Base A or amendments or
modifications to agreements of such type, other than agreements that have been delivered to Administrative Agent prior to or on the date herof.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                   |  |                      
|------------------ |  | ---------------------
|                  
|                   | 
|Authorized Signer: |  | /S/ Edward M. Krell  
|                   |  | Ed Krell, EVP and CFO





---

EXHIBIT 5.9

Officers Compliance Certificate

See attached.



---

OFFICERS COMPLIANCE CERTIFICATE

Date:

Sally A.
Sheehan

Fleet Retail Group, Inc., as Administrative Agent

and Collateral Agent

40 Broad St., 10thFloor

Boston, MA 02109



|RE: | Mothers Work, Inc.
|--- | ------------------

| | (the Lead Borrower)
| | ---------------------



|                         |  |       |  |                                           
|------------------------ |  | ----- |  | ------------------------------------------
|Financial Statement For: |  | _____ |  | Month of ____________________________     
|                         |  | _____ |  | _____ Quarter of Fiscal Year Ending ______
|                         |  | _____ |  | Year Ending _____                         

Dear Sir/Madam:

This Certificate accompanies the above described financial statement (the Financial Statement) furnished to you by the Lead Borrower
and is delivered in accordance with Article 5 of the Amended and Restated Loan and Security Agreement, dated as of October , 2004 (the Loan Agreement),
among the Lead Borrower, Cave Springs, Inc. (Cave Springs; together with Lead Borrower, collectively, the Borrowers), Mothers Work Canada, Inc. (Mothers Work Canada; together with the
Borrowers, collectively, the Obligors), Fleet Retail Group, Inc., as Administrative Agent and Collateral Agent, and the Lenders party thereto. Terms used herein which are defined in the Loan Agreement are used as so defined.

The undersigned have each reviewed the Financial Statement, the Loan Agreement, and each of the other Loan Documents executed and delivered
by the Obligors in connection with the Loan Agreement, and has made such inquiry as the undersigned deem appropriate. Following such review, the undersigned CERTIFIES as follows:

(a) The Financial Statements were prepared in accordance with GAAP consistently applied and present fairly in all material respects the financial condition of the Obligors at the close of, and the
period(s) covered by the Financial Statement, subject however (unless this Certificate accompanies the annual Financial Statement) to usual year end adjustment and the absence of footnotes.

(b) All material rent, utility, lease, and other obligations are current and being paid as agreed in the Loan Agreement unless the following is completed with the details of all past due payments and the
steps (if any) being taken or contemplated by the respective Obligor to be taken on account thereof:

(Describe Past Due Payments and Steps
Taken)







---

Officers Compliance Certificate

Page 2.

(c) No Suspension Event or Event of Default has occurred which is
continuing unless the following is completed with the details of such Suspension Event or Event of Default and the steps (if any) being taken or contemplated by the Obligors to be taken on account thereof:

(Describe Suspension Event(s) or Event(s) of Default and Steps Taken)





(d) No event, immediate notice of which is to be
provided by the Obligor in accordance with Section 5.3 of the Loan Agreement, has occurred, other than those events, written notice of which has previously been provided and those events (if any) described below:

(Describe Section 5.3 events)





(e) The following indicates the Borrowers
compliance (or failure to comply) with the covenants set forth in Exhibit 5.12(a) to the Loan Agreement:



| | [    ] | The covenants do not apply to the Borrowers as of the date hereof because the Borrowers have met both the Excess Availability and Financial Covenant Adjusted
Availability tests set forth in Exhibit 5.12.
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | [    ] | The Borrowers fail to meet either the Excess Availability test or Financial Covenant Adjusted Availability test set forth in Exhibit 5.12 as of the date hereof, but the
Borrowers are in compliance with the financial covenants set forth in Exhibit 5.12.
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                           |  |  |  |                                                   
|-------------------------- |  |  |  | --------------------------------------------------
|                           |  |  |  |                                                   
|Chief Executive Officer or |  |  |  | [Vice President  Controller or                   
|Chief Financial Officer    |  |  |  | Vice President  Finance, Supply Chain Management]
|For Mothers Work, Inc.     |  |  |  | For Mothers Work, Inc.                            



---

EXHIBIT 5.12(a)

Financial Covenants

This Exhibit is attached to and made part of that certain Second Amended and Restated Loan and Security Agreement between Bank of America, N.A., as Administrative Agent, Collateral Agent, and Lender, the
other Lenders party thereto, and Mothers Work, Inc., as Lead Borrower, and the other Borrowers and Guarantors party thereto, dated as of March 13, 2007. Capitalized terms used in this Exhibit and not separately defined herein shall have the
meanings ascribed under the Second Amended and Restated Loan and Security Agreement.

1) Fixed Charge Coverage Ratio

At any time or from time to time that Excess Availability is less than 10% of the Borrowing Base on any day; then the Fixed Charge
Coverage Ratio, based on the then-most recent month ended, must equal or exceed the following: during the periods set forth below:



|                                                                                                                                                                                                                                               |  |                                    
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------
|Period                                                                                                                                                                                                                                         |  | Minimum Fixed Charge Coverage Ratio
|                                                                                                                                                                                                                                               | 
|For each period of twelve consecutive months ending on each month through and including the period of twelve consecutive months ending on September 30, 2008                                                                                   |  | 1.000 to 1.000                     
|                                                                                                                                                                                                                                               | 
|For each period of twelve consecutive months ending on each month from and after the period of twelve consecutive months ending on October 31, 2008 through and including the
period of twelve consecutive months ending on September 30, 2009 |  | 1.025 to 1.000                     
|                                                                                                                                                                                                                                               | 
|For each period of twelve consecutive months ending on each month from and after the period of twelve consecutive months ending on October 31, 2009 through and including the
period of twelve consecutive months ending on September 30, 2010 |  | 1.050 to 1.000                     
|                                                                                                                                                                                                                                               | 
|For each period of twelve consecutive months ending on each month from and after the period of twelve consecutive months ending on October 31, 2010                                                                                            |  | 1.100 to 1.000                     



---

2) Capital Expenditures

Borrowers may incur Capital Expenditures in their discretion, provided that:

(A) for any fiscal year as to which the Borrowers projected pro forma Excess Availability, as provided under Section 5.11(c),
is at least 10% of the Borrowing Base, this Section (2) shall not limit the Borrowers incurrence of Capital Expenditures in their discretion, unless actual Excess Availability falls below 10% of the Borrowing Base during such fiscal year
(in which case clause (B) shall apply); and

(B) during any fiscal year in which Excess Availability actually falls below
10% of the Borrowing Base, Borrowers shall not permit Net Capital Expenditures to exceed $35,000,000.

If, for any fiscal year in which clause
(B) applies, the Borrowers actually incur less than $35,000,000 in Net Capital Expenditures, the Borrowers may, in addition to the $35,000,000 that Borrowers may incur in the following year, incur additional Net Capital Expenditures in an
amount equal to the lesser of (i) Fifty Percent (50%) of the unused amount of Net Capital Expenditures (below the $35,000,000 maximum) from the previous fiscal year, or (ii) $10,000,000.



---

EXHIBIT 5.12(b)

BUSINESS PLAN

See
Business Plan as delivered to the Administrative Agent.



---

EXHIBIT 7.1

DEPOSITORY ACCOUNTS

See attached list of depository accounts.



---

Mothers Work, Inc.

CORPORATE BANK ACCOUNTS (15)

AT MARCH 1, 2007



|                        |  |                        |  |                                    |  |              |  |               |  |        |  |             |  |                             |  |                  
|----------------------- |  | ---------------------- |  | ---------------------------------- |  | ------------ |  | ------------- |  | ------ |  | ----------- |  | --------------------------- |  | -----------------
|BANK NAME               |  | BANK ADDRESS           |  | BANKACCOUNT #                      |  | DESCRIPTION  |  | CONTACTPERSON
|Bank of America (Fleet) |  | 100 Federal Street     |  | MA DE 10017F                       |  | Boston       |  | MA            |  | 02110  |  | xxxxxxxxxxx |  | Operating                   |  | Paul DeSalvo     
|Bank of America (Fleet) |  | 100 Federal Street     |  | MA DE 10017F                       |  | Boston       |  | MA            |  | 02110  |  | xxxxxxxxxxx |  | Disbursement                |  | Paul DeSalvo     
|Bank of America (Fleet) |  | 100 Federal Street     |  | MA DE 10017F                       |  | Boston       |  | MA            |  | 02110  |  | xxxxxxxxxxx |  | Gross Future Trust          |  | Paul DeSalvo     
|Bank of America (Fleet) |  | 100 Federal Street     |  | MA DE 10017F                       |  | Boston       |  | MA            |  | 02110  |  | xxxxxxxxxxx |  | Net Future Trust            |  | Paul DeSalvo     
|Bank of America (Fleet) |  | 100 Federal Street     |  | MA DE 10017F                       |  | Boston       |  | MA            |  | 02110  |  | xxxxxxxxxxx |  | Future Trust 529 Escrow     |  | Paul DeSalvo     
|Wachovia                |  | 123 South Broad St     |  | PA1218                             |  | Philadelphia |  | PA            |  | 19109  |  | xxxxxxxxxxx |  | Corporate                   |  | Richard ODonnell
|Wachovia                |  | 123 South Broad St     |  | PA1218                             |  | Philadelphia |  | PA            |  | 19109  |  | xxxxxxxxxxx |  | Payroll                     |  | Richard ODonnell
|Wachovia                |  | 123 South Broad St     |  | PA1218                             |  | Philadelphia |  | PA            |  | 19109  |  | xxxxxxxxxxx |  | Payroll - Federal Taxes     |  | Richard ODonnell
|Wachovia                |  | 123 South Broad St     |  | PA1218                             |  | Philadelphia |  | PA            |  | 19109  |  | xxxxxxxxxxx |  | International Duty          |  | Richard ODonnell
|Bank of Montreal        |  | First Canadian Place   |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON            |  | M5X1A3 |  | xxxxxxxxxxx |  | Corporate                   |  | Bob MacNeil      
|Bank of Montreal        |  | First Canadian Place   |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON            |  | M5X1A3 |  | xxxxxxxxxxx |  | Corporate                   |  | Bob MacNeil      
|R-G Premier Bank        |  | 280 Jesus T Pinero Ave |  | PO Box 2510                        |  | Guaynabo     |  | PR            |  | 00970  |  | xxxxxxxxxxx |  | Payroll - Puerto Rico       |  | Andre Potes      
|PNC Bank                |  | 300 Delaware Avenue    |  | 1st Floor, Suite 327               |  | Wilmington   |  | DE            |  | 19801  |  | xxxxxxxxxxx |  | Cave Springs - Money Market |  | Susan Beesley    
|PNC Bank                |  | 300 Delaware Avenue    |  | 1st Floor, Suite 327               |  | Wilmington   |  | DE            |  | 19801  |  | xxxxxxxxxxx |  | Cave Springs - Checking     |  | Susan Beesley    



|* | actual bank account numbers not disclosed
|- | -----------------------------------------





---

Mothers Work, Inc.

NON-CONSOLIDATED DEPOSITORY BANK ACCOUNTS (71)

AT MARCH 1, 2007



|                                 |  |                                   |  |                           |  |             |  |               |  |             |  |                             |  |        
|-------------------------------- |  | --------------------------------- |  | ------------------------- |  | ----------- |  | ------------- |  | ----------- |  | --------------------------- |  | -------
|BANK NAME                        |  | BANK ADDRESS                      |  | BANK
ACCOUNT #            |  | DESCRIPTION |  | CONTACTPERSON
|American Bank                    |  | P.O. Box 154068                   |  | Waco                      |  | TX          |  | 76715         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|American Savings                 |  | 98-200 Kamehameha Why             |  | Aiea                      |  | HI          |  | 96701         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|American Savings Bank            |  | 275 Kaahumanu Ave                 |  | Kahului                   |  | HI          |  | 96732         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Bancorp South                    |  | 2910 West Jackson Street          |  | Tupelo                    |  | MS          |  | 38801         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Bank Laurentienne                |  | 335 Boulevard Des Promenades      |  | St. Bruno                 |  | QU          |  | J3V6A7        |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Bank of Hawaii                   |  | 94-817 Lumiania St                |  | Waipahu                   |  | HI          |  | 96797         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Bank of New Hampshire            |  | 2033 Woodbury Ave                 |  | Newington                 |  | NH          |  | 3801          |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Bank of Ocean City               |  | PO Box 150                        |  | Ocean City                |  | MD          |  | 21843         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|BankNorth                        |  | PO Box 1377                       |  | Lewiston                  |  | ME          |  | 04243         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|BB&T                             |  | 186 Collier Dr                    |  | Sieverville               |  | TN          |  | 37862         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|BB&T Bank                        |  | Town Center Mall, Ste 1117        |  | Charleston                |  | WV          |  | 25389         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Canadaigua National Bank & Trust |  | 72 S Main St                      |  | Canadaigua                |  | NY          |  | 14424         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Chevy Chase                      |  | P.O. Box 1296                     |  | Laurel                    |  | MD          |  | 20707         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Chevy Chase                      |  | 6609 Springfield Mall             |  | Springfield               |  | Va          |  | 22150         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Chevy Chase                      |  | P.O. Box 1296                     |  | Laurel                    |  | MD          |  | 20707         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Chevy Chase Bank                 |  | 11301 Rockville Pike              |  | Kensington                |  | MD          |  | 20895         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Chevy Chase Bank                 |  | P.O. Box 1296                     |  | Laurel                    |  | MD          |  | 20707         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Chevy Chase Bank                 |  | 21100 Dulles Town Circle, Ste 154 |  | Dulles                    |  | VA          |  | 20166         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Chittenden Bank                  |  | 99 Dorset St                      |  | S Burlington              |  | VT          |  | 05403         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Citizens Bank                    |  | 1250 Baltimore Pike               |  | Springfield               |  | PA          |  | 19064         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Citizens Bank                    |  | 1881 Street Rd                    |  | Bensalem                  |  | PA          |  | 19020         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Citizens Bank                    |  | 1055 W Baltimore Pike             |  | Media.                    |  | PA          |  | 19063         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Citizens Bank                    |  | Rts 611 & 715                     |  | Tannersville              |  | PA          |  | 18372         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Commerce Bank                    |  | 1701 Rt 70 East                   |  | Cherry Hill               |  | NJ          |  | 08034         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Commerce Bank                    |  | 1701 Route 70 East                |  | Cherry Hill               |  | NJ          |  | 08034         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Community First                  |  | 1515 Del Range Blvd               |  | Cheyenne                  |  | WY          |  | 82009         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|First Bank of the Lake           |  | 4558 Hwy 54, Ste 100              |  | Osage Beach               |  | MO          |  | 65065         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|First Citizens Bank              |  | P.O. Box 3366                     |  | Concord                   |  | NC          |  | 28025         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|First Commonwealth               |  | Goods Lane & Plank Road           |  | Altoona                   |  | PA          |  | 16602         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|First Community Bank & Trust     |  | P.O. Box 38                       |  | Edinburgh                 |  | IN          |  | 46124         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|First Merit Bank                 |  | 295 FirstMerit Circle             |  | Akron                     |  | OH          |  | 44307         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|First National Bank              |  | 4140 E State St                   |  | Hermitage                 |  | PA          |  | 16148         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|First National Bank (TX)         |  | PO Box 937                        |  | Killeen                   |  | TX          |  | 76540         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Flexicuent                       |  | Carr. 3 Esq. Carr 185             |  | Canovanas                 |  | PR          |  | 00729         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Flexicuent                       |  | 128 Ave. Roosevelt                |  | Hatillo                   |  | PR          |  | 00659         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Flexicuent                       |  | Cento Comercial Mayaguez Mall     |  | Mayaguez                  |  | PR          |  | 00680         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Guaranty Bank                    |  | 3480 McCann Rd                    |  | Longview                  |  | TX          |  | 75606         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Highland Bank                    |  | 322 West Market                   |  | Bloomington               |  | MN          |  | 55425         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Kirkwood Bank & Trust            |  | P.O. Box 6089                     |  | 919 South 7th St. Bismark |  | ND          |  | 58506         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Laredo National Bank             |  | 5085 Westheimer, Ste 400          |  | Houston                   |  | TX          |  | 77056         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Local Oklahoma Bank              |  | PO Box 26020                      |  | Oklahoma City             |  | OK          |  | 73126         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|M&T                              |  | 25 S Charles St                   |  | Baltimore                 |  | MD          |  | 21201         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Mid America Bank                 |  | 55th & Holmes                     |  | Clarendon Hill            |  | IL          |  | 60514         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|National Bank of Geneva          |  | 2 Seneca St, P.O. Box 193         |  | Geneva                    |  | NY          |  | 14456         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Northern Trust Bank              |  | 120 East Oak St                   |  | Chicago                   |  | IL          |  | 60611         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Pace Bank                        |  | 5935 Mavis Road, Unit 2           |  | Mississauga               |  | ON          |  | L5R3T7        |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|PNC Bank                         |  | 4448 Black Horse Pike             |  | Mays Landing              |  | NJ          |  | 08330         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Premier Bank                     |  | 100 Grell Lane                    |  | Johnson Creek             |  | WI          |  | 53038         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Premier Bank Minnesota           |  | 11055 61st St. N.E.               |  | Albertville               |  | MN          |  | 55301         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Regions Bank                     |  | 2123 Elm St.                      |  | Commerce                  |  | GA          |  | 30529         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept





---

Mothers Work, Inc.

NON-CONSOLIDATED DEPOSITORY BANK ACCOUNTS (71)

AT MARCH 1, 2007



|                            |  |                                     |  |                 |  |             |  |               |  |             |  |                             |  |        
|--------------------------- |  | ----------------------------------- |  | --------------- |  | ----------- |  | ------------- |  | ----------- |  | --------------------------- |  | -------
|BANK NAME                   |  | BANK ADDRESS                        |  | BANK
ACCOUNT #  |  | DESCRIPTION |  | CONTACTPERSON
|Regions Bank                |  | 2000 Richmond Road                  |  | Texarkana       |  | TX          |  | 75503         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|R-G Premier Bank            |  | 280 Jesus T Pinero Ave, PO Box 2510 |  | Guaynabo        |  | PR          |  | 00970         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|R-G Premier Bank            |  | 280 Jesus T Pinero Ave, PO Box 2510 |  | Guaynabo        |  | PR          |  | 00970         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|R-G Premier Bank            |  | 280 Jesus T Pinero Ave, PO Box 2510 |  | Guaynabo        |  | PR          |  | 00970         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Scotiabank                  |  | P.O. Box 8801, Postal Station A     |  | St. Johns      |  | NL          |  | A1B3T2        |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Scotiabank                  |  | Dufferin at 401                     |  | North York      |  | ON          |  | M6A2T9        |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|South Carolina Bank & Trust |  | PO Box 1287                         |  | Orangeburg      |  | SC          |  | 29116         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Southeastern Bank           |  | 1010 Northway St.                   |  | Darien          |  | GA          |  | 31305         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Southwest National Bank     |  | 454 S Tracy                         |  | Wichita         |  | KS          |  | 67202         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Sovereign Bank              |  | 376 Southridge Rd                   |  | Auburn          |  | MA          |  | 01501         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Sovereign Bank              |  | RII EVP 0217A Sovereign Way         |  | East Providence |  | RI          |  | 02915         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|SunTrust                    |  | P.O. Box 622227                     |  | Orlando         |  | FL          |  | 32862         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Suntrust Bank               |  | 13033 Lee Jackson Memorial Highway  |  | Fairfax         |  | VA          |  | 22033         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Suntrust Bank               |  | 3393 Peachtree Rd                   |  | Atlanta         |  | Ga          |  | 30326         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Suntrust Bank               |  | 3500 East-West Hwy                  |  | Hyattsville     |  | MD          |  | 20782         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|The Fidelity Bank           |  | 1700 Dual Highway                   |  | Hagerstown      |  | MD          |  | 21740         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|United Community Bank       |  | P.O. Box 159                        |  | Dawsonville     |  | GA          |  | 30534         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Valley National Bank        |  | 1345 Willowbrook Mall               |  | Wayne           |  | NJ          |  | 07470         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Valley National Bank        |  | 1445 Valley Road                    |  | Wayne           |  | NJ          |  | 07470         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Valley National Bank        |  | 1445 Valley Road                    |  | Wayne           |  | NJ          |  | 07470         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept
|Valley View Bank            |  | 7500 West 95th St                   |  | Overland Park   |  | KS          |  | 66212         |  | xxxxxxxxxxx |  | Non-consolidated Depository |  | CS Dept



|* | actual bank account numbers not disclosed
|- | -----------------------------------------





---

Mothers Work, Inc.

CONSOLIDATED BANK ACCOUNTS - STORE DETAIL

AT MARCH 1, 2007



|                              |  |       |  |                  |  |       |  |                |  |                         |  |                    |  |               |  |        |  |    |  |       |  |             
|----------------------------- |  | ----- |  | ---------------- |  | ----- |  | -------------- |  | ----------------------- |  | ------------------ |  | ------------- |  | ------ |  | -- |  | ----- |  | ------------
|BANK NAME                     |  | STORE |  | CITY             |  | STATE |  | BANK
ACCOUNT # |  | DESCRIPTION             |  | BANK ADDRESS       |  | CONTACTPERSON
|Bank of America               |  |       |  |                  |  |       |  | xxxxxxxxxxx    |  | Consolidated Depository |  | 100 Federal Street |  | MA DE 10017F  |  | Boston |  | MA |  | 02110 |  | Paul DeSalvo
|                              |  | 108   |  | LYNNWOOD         |  | WA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 240   |  | DALLAS           |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 242   |  | FORT WORTH       |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 305   |  | SANTA CLARA      |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 306   |  | SANTA MONICA     |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 309   |  | CARLSBAD         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 313   |  | LAS VEGAS        |  | NV    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 324   |  | SALEM            |  | OR    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 326   |  | MODESTO          |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 339   |  | ALBUQUERQUE      |  | NM    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 347   |  | CERRITOS         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 361   |  | SAN ANTONIO      |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 362   |  | PORTLAND         |  | OR    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 368   |  | AUSTIN           |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 371   |  | HOUSTON          |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 374   |  | SPOKANE          |  | WA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 379   |  | TUCSON           |  | AZ    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 399   |  | LEWISVILLE       |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 421   |  | FRIENDSWOOD      |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 424   |  | GLENDALE         |  | AZ    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 426   |  | AUSTIN           |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 451   |  | NORTHRIDGE       |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 460   |  | CONCORD          |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 461   |  | MONTEBELLO       |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 469   |  | WOODLANDS        |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 474   |  | PHOENIX          |  | AZ    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 475   |  | TORRANCE         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 480   |  | ARCADIA          |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 483   |  | EL PASO          |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 484   |  | PORTLAND         |  | OR    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 485   |  | WEST COVINA      |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 486   |  | SANTA ROSA       |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 487   |  | RICHMOND         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 501   |  | SAN JOSE         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 507   |  | COSTA MESA       |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 510   |  | THOUSAND OAKS    |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 514   |  | SCOTTSDALE       |  | AZ    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 517   |  | CAPITOLA         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 521   |  | HENDERSON        |  | NV    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 528   |  | LOS ANGELES      |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 536   |  | SACRAMENTO       |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 545   |  | VALENCIA         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 546   |  | MESQUITE         |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 566   |  | MESA             |  | AZ    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 615   |  | GILROY           |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 655   |  | GRAPEVINE        |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 680   |  | VACAVILLE        |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 684   |  | ANDERSON         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 826   |  | WALNUT CREEK     |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 902   |  | SHERMAN OAKS     |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 906   |  | CORTE MADERA     |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 921   |  | LAS VEGAS        |  | NV    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 935   |  | BEVERLY HILLS    |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 936   |  | COSTA MESA       |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 972   |  | AUSTIN           |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1049  |  | WESTLAKE VILLAGE |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1120  |  | AUSTIN           |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1124  |  | TUCSON           |  | AZ    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1132  |  | RANCHO CUCAMONGA |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1140  |  | GELENDALE        |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1142  |  | HURST            |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1162  |  | BELLEVUE         |  | WA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1166  |  | DALLAS           |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1171  |  | SAN ANTONIO      |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1192  |  | MISSION VIEJO    |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1198  |  | FRESNO           |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1280  |  | PASADENA         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1286  |  | SANTA CLARA      |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1288  |  | HOUSTON          |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1300  |  | TEMECULA         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1324  |  | STOCKTON         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1331  |  | TULSA            |  | OK    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1341  |  | SANTA ANA        |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1350  |  | BAKERSFIELD      |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1397  |  | SPOKANE          |  | WA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1608  |  | TEMPE            |  | AZ    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1615  |  | WOODBURN         |  | OR    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1621  |  | LAS VEGAS        |  | NV    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1629  |  | SAN DIEGO        |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1644  |  | LINCOLN CITY     |  | OR    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1649  |  | NORTH BEND       |  | WA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1701  |  | IRVING           |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1751  |  | HANFORD          |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1754  |  | VICTORVILLE      |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1772  |  | CITY OF INDUSTRY |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1804  |  | CHANDLER         |  | AZ    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1809  |  | LAKEWOOD         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1814  |  | LAS VEGAS        |  | NV    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1852  |  | PALM DESERT      |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1889  |  | MORENO VALLEY    |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1896  |  | TRACY            |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1901  |  | EL PASO          |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1912  |  | SILVERDALE       |  | WA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1913  |  | PHOENIX          |  | AZ    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1917  |  | PEARLAND         |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1918  |  | PITTSBURG        |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1926  |  | ISSAQUAH         |  | WA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1927  |  | SANTA BARBARA    |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1932  |  | BUENA PARK       |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1934  |  | SAN DIMAS        |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1936  |  | DOWNEY           |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1945  |  | SEATTLE          |  | WA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1949  |  | HARLINGEN        |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1951  |  | CHICO            |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1958  |  | HOUSTON          |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1959  |  | UNION GAP        |  | WA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1960  |  | SAN BERNARDINO   |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1968  |  | DENTON           |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1969  |  | VISALIA          |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 1986  |  | TUCSON           |  | AZ    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 3163  |  | TORRANCE         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 4013  |  | WEST HOLLYWOOD   |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 4083  |  | SEATTLE          |  | WA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 4134  |  | LUFKIN           |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 4150  |  | WICHITA FALLS    |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 4193  |  | SAN JOSE         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|Bank of America (Nationsbank) |  |       |  |                  |  |       |  | xxxxxxxxxxx    |  | Consolidated Depository |  | 100 Federal Street |  | MA DE 10017F  |  | Boston |  | MA |  | 02110 |  | Paul DeSalvo
|                              |  | 106   |  | DES MOINES       |  | IA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 111   |  | ST. ANN          |  | MO    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 141   |  | JACKSONVILLE     |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 142   |  | CLEARWATER       |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 230   |  | MACON            |  | GA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 243   |  | TALLAHASSEE      |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 298   |  | TOPEKA           |  | KS    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             
|                              |  | 301   |  | KENNESAW         |  | GA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                    |  |               |  |        |  |    |  |       |  |             





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Mothers Work, Inc.

CONSOLIDATED BANK ACCOUNTS - STORE DETAIL

AT MARCH 1, 2007



|                 |  |       |  |                   |  |       |  |                |  |                         |  |                          |  |                   |  |            |  |    |  |       |  |                 
|---------------- |  | ----- |  | ----------------- |  | ----- |  | -------------- |  | ----------------------- |  | ------------------------ |  | ----------------- |  | ---------- |  | -- |  | ----- |  | ----------------
|BANK NAME        |  | STORE |  | CITY              |  | STATE |  | BANK
ACCOUNT # |  | DESCRIPTION             |  | BANK ADDRESS             |  | CONTACTPERSON    
|                 |  | 302   |  | LITTLE ROCK       |  | AR    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 312   |  | PENSACOLA         |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 323   |  | OVERLAND PARK     |  | KS    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 331   |  | ORLANDO           |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 359   |  | OKLAHOMA CITY     |  | OK    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 367   |  | PARKVILLE         |  | MD    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 369   |  | VIRGINIA BEACH    |  | VA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 378   |  | CHARLESTON        |  | SC    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 396   |  | PEMBROKE PINES    |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 420   |  | MIAMI             |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 431   |  | COLUMBIA          |  | MD    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 454   |  | BOYNTON BEACH     |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 470   |  | ST PETERS         |  | MO    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 477   |  | ALTAMONTE SPRINGS |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 481   |  | TAMPA             |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 490   |  | COLUMBIA          |  | SC    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 497   |  | ATLANTA           |  | GA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 499   |  | RALEIGH           |  | NC    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 511   |  | OWINGS MILLS      |  | MD    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 513   |  | GAITHERSBURG      |  | MD    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 515   |  | GLEN BURNIE       |  | MD    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 542   |  | ORANGE PARK       |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 551   |  | ATLANTA           |  | GA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 554   |  | TULSA             |  | OK    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 561   |  | DURHAM            |  | NC    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 563   |  | ALBUQUERQUE       |  | NM    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 570   |  | FAIRVIEW HEIGHTS  |  | IL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 574   |  | PLANTATION        |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 578   |  | SPARTAN BURG      |  | SC    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 604   |  | SUNRISE           |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 606   |  | SAN MARCOS        |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 609   |  | ELLENTON          |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 639   |  | BRANSON           |  | MO    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 734   |  | WILMINGTON        |  | NC    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 856   |  | TAMPA             |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 857   |  | ALPHARETTA        |  | GA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 875   |  | BOCA RATON        |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 909   |  | WASHINGTON        |  | DC    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 914   |  | TULSA             |  | OK    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 948   |  | MEMPHIS           |  | TN    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 969   |  | CARY              |  | NC    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 971   |  | RALEIGH           |  | NC    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 978   |  | SAVANNAH          |  | GA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 982   |  | FAYETTEVILLE      |  | AR    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 983   |  | SPRINGFIELD       |  | MO    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 989   |  | CORPUS CHRISTI    |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1100  |  | COLUMBIA          |  | MD    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1112  |  | FAIRFAX           |  | VA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1136  |  | BALTIMORE         |  | MD    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1145  |  | ATLANTA           |  | GA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1149  |  | GREENVILLE        |  | SC    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1151  |  | ST. LOUIS         |  | MO    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1163  |  | ST. LOUIS         |  | MO    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1165  |  | MIAMI             |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1173  |  | CHARLOTTE         |  | NC    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1231  |  | FRISCO            |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1235  |  | PLANO             |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1236  |  | TAMPA             |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1237  |  | WELLINGTON        |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1247  |  | DURHAM            |  | NC    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1275  |  | AVENTURA          |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1278  |  | CORAL GABLES      |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1282  |  | ORLANDO           |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1316  |  | AMARILLO          |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1319  |  | NORFOLK           |  | VA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1329  |  | OLATHE            |  | KS    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1347  |  | SARASOTA          |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1357  |  | OKLAHOMA CITY     |  | OK    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1365  |  | ORLANDO           |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1390  |  | SAN ANTONIO       |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1606  |  | KATY              |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1609  |  | MIAMI             |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1613  |  | NASHVILLE         |  | TN    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1616  |  | ORLANDO           |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1619  |  | BALTIMORE         |  | MD    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1624  |  | WILLIAMSBURG      |  | VA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1637  |  | MYRTLE BEACH      |  | SC    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1641  |  | ESTERO            |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1654  |  | ST. LOUIS         |  | MO    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1710  |  | FRISCO            |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1712  |  | GRAPEVINE         |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1717  |  | MT. PLEASANT      |  | SC    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1718  |  | ASHVILLE          |  | NC    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1722  |  | JENSEN BEACH      |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1725  |  | LIVE OAK          |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1727  |  | FLORENCE          |  | SC    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1734  |  | BAYTOWN           |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1735  |  | FREDERICKSBURG    |  | VA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1743  |  | TAMPA             |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1745  |  | SAN ANTONIO       |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1749  |  | COLUMBIA          |  | SC    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1753  |  | GAINSVILLE        |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1755  |  | PLANO             |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1756  |  | WELLINGTON        |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1760  |  | COLUMBIA          |  | MO    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1776  |  | ABILENE           |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1787  |  | CORAL SPRINGS     |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1793  |  | HOUSTON           |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1820  |  | BRANDON           |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1821  |  | CITRUS PARK       |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1833  |  | ORLANDO           |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1839  |  | MCDONOUGH         |  | GA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1851  |  | LAKELAND          |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1853  |  | ROANOKE           |  | VA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1861  |  | JOPLIN            |  | MO    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1863  |  | WITCHITKA         |  | KS    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1867  |  | RICHMOND          |  | VA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1868  |  | CHARLOTTESVILLE   |  | VA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1888  |  | LITHONIA          |  | GA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1895  |  | LEES SUMMIT      |  | MO    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1905  |  | DAYTONA BEACH     |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 1919  |  | RICHMOND          |  | VA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 3040  |  | OVERLAND PARK     |  | KS    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 4133  |  | BALTIMORE         |  | MD    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 4245  |  | GASTONIA          |  | NC    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 4291  |  | WEST DES MOINES   |  | IA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 4345  |  | GOODLETTSVILLE    |  | TN    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 4386  |  | JACKSONVILLE      |  | FL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 4391  |  | LUBBOCK           |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 4395  |  | OKLAHOMA CITY     |  | OK    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|Fifth Third Bank |  |       |  |                   |  |       |  | xxxxxxxxxxx    |  | Consolidated Depository |  | 38 Fountain Square Plaza |  | Mail Code: 10905E |  | Cincinnati |  | OH |  | 45263 |  | Sue Ann OMalley
|                 |  | 125   |  | COLUMBUS          |  | OH    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 161   |  | LOUISVILLE        |  | KY    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 241   |  | MENTOR            |  | OH    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 386   |  | LOUISVILLE        |  | KY    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 
|                 |  | 575   |  | GREENWOOD         |  | IN    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                          |  |                   |  |            |  |    |  |       |  |                 





---

Mothers Work, Inc.

CONSOLIDATED BANK ACCOUNTS - STORE DETAIL

AT MARCH 1, 2007



|                           |  |       |  |                  |  |       |  |                |  |                         |  |                           |  |                           |  |             |  |    |  |       |  |               
|-------------------------- |  | ----- |  | ---------------- |  | ----- |  | -------------- |  | ----------------------- |  | ------------------------- |  | ------------------------- |  | ----------- |  | -- |  | ----- |  | --------------
|BANK NAME                  |  | STORE |  | CITY             |  | STATE |  | BANK
ACCOUNT # |  | DESCRIPTION             |  | BANK ADDRESS              |  | CONTACTPERSON            
|                           |  | 614   |  | JEFFERSONVILLE   |  | OH    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 626   |  | MICHIGAN CITY    |  | IN    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1105  |  | LANSING          |  | MI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1147  |  | BEACHWOOD        |  | OH    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1267  |  | COLUMBUS         |  | OH    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1348  |  | FLORENCE         |  | KY    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1763  |  | EVANSVILLE       |  | IN    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1769  |  | AVON             |  | OH    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1771  |  | CINCINNATI       |  | OH    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1808  |  | MUSKEGON         |  | MI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1810  |  | COLUMBUS         |  | OH    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1856  |  | NORTH RIVERSIDE  |  | IL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1925  |  | PORTAGE          |  | MI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1977  |  | LOUISVILLE       |  | KY    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1998  |  | CHICAGO          |  | IL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 4351  |  | ROSEVILLE        |  | MI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|First Tennessee            |  |       |  |                  |  |       |  | xxxxxxxxxxx    |  | Consolidated Depository |  | 165 Madison Ave           |  | 9th Floor                 |  | Memphis     |  | TN |  | 38103 |  | Nicole White  
|                           |  | 338   |  | CHATTANOOGA      |  | TN    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 557   |  | MEMPHIS          |  | TN    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 573   |  | KNOXVILLE        |  | TN    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 977   |  | FRANKLIN         |  | TN    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1128  |  | MEMPHIS          |  | TN    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 4161  |  | JOHNSON CITY     |  | TN    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|JP Morgan Chase (Bank
One) |  |       |  |                  |  |       |  | xxxxxxxxxxx    |  | Consolidated Depository |  | 1411 Broadway             |  | 5th Floor                 |  | New York    |  | NY |  | 10018 |  | Scott OKula  
|                           |  | 63    |  | CHICAGO          |  | IL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 67    |  | METAIRE          |  | LA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 73    |  | NOVI             |  | MI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 147   |  | GREENDALE        |  | WI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 310   |  | STERLING HEIGHTS |  | MI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 311   |  | TROY             |  | MI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 314   |  | BATON ROUGE      |  | LA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 322   |  | ORLAND PARK      |  | IL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 325   |  | AURORA           |  | IL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 327   |  | LOMBARD          |  | IL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 333   |  | SCHAUMBURG       |  | IL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 502   |  | DEARBORN         |  | MI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 508   |  | NOVI             |  | MI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 549   |  | ARLINGTON        |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 577   |  | APPLETON         |  | WI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 611   |  | GURNEE           |  | IL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 846   |  | SCHAUMBURG       |  | IL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 854   |  | OAKBROOK         |  | IL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 858   |  | BEAVER CREEK     |  | OH    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 894   |  | OAKBROOK         |  | IL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 912   |  | WHEATON          |  | IL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 932   |  | HIGHLAND PARK    |  | IL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 973   |  | OKLAHOMA CITY    |  | OK    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 981   |  | BATON ROUGE      |  | LA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1036  |  | HOUSTON          |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1110  |  | BATON ROUGE      |  | LA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1135  |  | INDIANAPOLIS     |  | IN    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1143  |  | ANN ARBOR        |  | MI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1164  |  | DALLAS           |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1184  |  | LAFAYETTE        |  | LA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1230  |  | PALATINE         |  | IL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1308  |  | OKEMOS           |  | MI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1320  |  | KENNER           |  | LA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1327  |  | PARMA            |  | OH    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1356  |  | BEAUMONT         |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1358  |  | MERRILLVILLE     |  | IN    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1636  |  | HOWELL           |  | MI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1648  |  | AURORA           |  | IL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1658  |  | HUNTLEY          |  | IL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1740  |  | GRAND RAPIDS     |  | MI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1741  |  | FT. WORTH        |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1744  |  | MANDEVILLE       |  | LA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1764  |  | TAYLOR           |  | MI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1782  |  | LAKE CHARLES     |  | LA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1813  |  | PORT HURON       |  | MI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1817  |  | FLINT            |  | MI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1840  |  | LAFAYETTE        |  | IN    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1843  |  | CARMEL           |  | IN    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1870  |  | GREEN BAY        |  | WI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1876  |  | TYLER            |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1885  |  | HOUSTON          |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1893  |  | CLARKESBURG      |  | WV    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1914  |  | HOUMA            |  | LA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1938  |  | NILES            |  | OH    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1948  |  | MONROE           |  | LA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1954  |  | ALEXANDRIA       |  | LA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1956  |  | PASADENA         |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1988  |  | WESTLAND         |  | MI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1990  |  | SHERMAN          |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|Key Bank                   |  |       |  |                  |  |       |  | xxxxxxxxxxx    |  | Consolidated Depository |  | 127 Public Square, 7th Fl |  |                           |  | Cleveland   |  | OH |  | 44114 |  | Jeffrey Scott 
|                           |  | 156   |  | NORTH OLMSTED    |  | OH    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 239   |  | CANTON           |  | OH    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 332   |  | BUFFALO          |  | NY    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 503   |  | DENVER           |  | CO    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 593   |  | SYRACUS          |  | NY    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 897   |  | DENVER           |  | CO    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1183  |  | TOLEDO           |  | OH    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1313  |  | COLORADO SPRINGS |  | CO    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1336  |  | LAYTON           |  | UT    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1359  |  | DAYTON           |  | OH    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1640  |  | LAKEWOOD         |  | CO    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1766  |  | BELLINGHAM       |  | WA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1775  |  | IDAHO FALLS      |  | ID    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1911  |  | CINCINNATI       |  | OH    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1933  |  | BLOOMINGTON      |  | IN    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 3053  |  | ALBANY           |  | NY    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|US Bank (Firstar)          |  |       |  |                  |  |       |  | xxxxxxxxxxx    |  | Consolidated Depository |  | 425 Walnut Street         |  | Mail Location: CN-OH-W9TR |  | Cincinnati  |  | OH |  | 45202 |  | Jill Warman   
|                           |  | 548   |  | CINCINNATI       |  | OH    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 595   |  | PLEASANTON       |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 628   |  | WILLIAMSBURG     |  | IA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 913   |  | NASHVILLE        |  | TN    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1108  |  | HILLSBORO        |  | OR    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1111  |  | GENEVA           |  | IL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1119  |  | LITTLE ROCK      |  | AR    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1152  |  | CINCINNATI       |  | OH    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1182  |  | BROOKFIELD       |  | WI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1314  |  | WESTMINSTER      |  | CO    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1361  |  | ST. LOUIS        |  | MO    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1372  |  | SHAWNEE          |  | KS    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1625  |  | OSHKOSH          |  | WI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1662  |  | KANSAS CITY      |  | KS    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1733  |  | PADUCAH          |  | KY    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1829  |  | MADISON          |  | WI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1860  |  | INDEPENDENCE     |  | MO    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 1915  |  | ROCKFORD         |  | IL    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 4149  |  | WAUSAU           |  | WI    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|                           |  | 4210  |  | KENNEWICK        |  | WA    |  | xxxxxxxxxxx    |  | Sub-account Depository  |  |                           |  |                           |  |             |  |    |  |       |  |               
|Wells Fargo                |  |       |  |                  |  |       |  | xxxxxxxxxxx    |  | Consolidated Depository |  | Sixth & Marquette         |  | MAC N9305-052             |  | Minneapolis |  | MN |  | 55479 |  | Heather Totman





---

Mothers Work, Inc.

CONSOLIDATED BANK ACCOUNTS - STORE DETAIL

AT MARCH 1, 2007



|          |  |       |  |                   |  |       |  |                |  |                        |  |                          |  |                 |  |            |  |    |  |       |  |            
|--------- |  | ----- |  | ----------------- |  | ----- |  | -------------- |  | ---------------------- |  | ------------------------ |  | --------------- |  | ---------- |  | -- |  | ----- |  | -----------
|BANK NAME |  | STORE |  | CITY              |  | STATE |  | BANK
ACCOUNT # |  | DESCRIPTION            |  | BANK ADDRESS             |  | CONTACTPERSON  
|          |  | 47    |  | LOS ANGELES       |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 110   |  | CORALVILLE        |  | IA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 180   |  | SEATTLE           |  | WA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 200   |  | OMAHA             |  | NE    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 248   |  | EL CAJON          |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 304   |  | MESA              |  | AZ    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 315   |  | MISSOULA          |  | MT    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 329   |  | TACOMA            |  | WA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 340   |  | NEWARK            |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 344   |  | MIDLAND           |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 352   |  | EUGENE            |  | OR    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 364   |  | ESCONDIDO         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 370   |  | HUMBLE            |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 373   |  | NATIONAL CITY     |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 391   |  | HOUSTON           |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 393   |  | RIVERSIDE         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 394   |  | WESTMINISTER      |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 428   |  | MADISON           |  | WI    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 429   |  | ORANGE            |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 443   |  | RENO              |  | NV    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 455   |  | DALY CITY         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 458   |  | COLORADO SPRINGS  |  | CO    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 462   |  | MURRAY            |  | UT    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 465   |  | OREM              |  | UT    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 482   |  | MINNETONKA        |  | MN    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 506   |  | BOISE             |  | ID    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 509   |  | SAN DIEGO         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 516   |  | PHOENIX           |  | AZ    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 526   |  | OMAHA             |  | NE    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 547   |  | MONTCLAIR         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 555   |  | SUGARLAND         |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 560   |  | PORTLAND          |  | OR    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 610   |  | CASTLE ROCK       |  | CO    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 613   |  | CONROE            |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 616   |  | PETALUMA          |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 622   |  | PHOENIX           |  | AZ    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 636   |  | CABAZON           |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 637   |  | CAMARILLO         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 645   |  | AUBURN            |  | WA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 656   |  | CARLSBAD          |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 658   |  | MILPITAS          |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 733   |  | RAPID CITY        |  | SD    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 767   |  | PROVO             |  | UT    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 801   |  | SAN DIEGO         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 809   |  | PORTLAND          |  | OR    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 830   |  | SACREMENTO        |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 845   |  | SALT LAKE CITY    |  | UT    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 859   |  | EDINA             |  | MN    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 860   |  | SAN MATEO         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 940   |  | EDINA             |  | MN    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 942   |  | PHOENIX           |  | AZ    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 943   |  | SAN FRANCISCO     |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 946   |  | HOUSTON           |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 980   |  | PALMDALE          |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 984   |  | VANCOUVER         |  | WA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1107  |  | BURLINGAME        |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1161  |  | BREA              |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1190  |  | MCALLEN           |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1233  |  | BROOMFIELD        |  | CO    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1297  |  | EMERYVILLE        |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1339  |  | ANCHORAGE         |  | AK    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1345  |  | CEDAR PARK        |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1349  |  | REDONDO BEACH     |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1367  |  | RANCHO CUCAMONGA  |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1368  |  | ANAHEIM           |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1370  |  | LA MESA           |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1371  |  | SALINAS           |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1374  |  | CHINO             |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1384  |  | LAREDO            |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1389  |  | VENTURA           |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1392  |  | NOVATO            |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1399  |  | LITTLETON         |  | CO    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1612  |  | ONTARIO           |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1634  |  | PARK CITY         |  | UT    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1647  |  | LAS VEGAS         |  | NV    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1651  |  | TROUTDALE         |  | OR    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1652  |  | FOLSOM            |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1700  |  | LAS VEGAS         |  | NV    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1723  |  | ROCHESTER         |  | MN    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1736  |  | BROWNSVILLE       |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1765  |  | ROSEVILLE         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1767  |  | LINCOLN           |  | NE    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1768  |  | MISHAWAKA         |  | IN    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1781  |  | SIOUX FALLS       |  | SD    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1800  |  | WOODBURY          |  | MN    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1823  |  | ST. PAUL          |  | MN    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1838  |  | SEATTLE           |  | WA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1869  |  | DULUTH            |  | MN    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1878  |  | FT. COLLINS       |  | CO    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1899  |  | OGDEN             |  | UT    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1902  |  | BURLESON          |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1903  |  | HAYWARD           |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1907  |  | SAN LUIS OBISPO   |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1924  |  | PORT ARTHUR       |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1928  |  | MEDFORD           |  | OR    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1935  |  | LAKEWOOD          |  | WA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1937  |  | GREENWOOD VILLAGE |  | CO    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1942  |  | COON RAPIDS       |  | MN    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1950  |  | CEDAR HILL        |  | TX    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1957  |  | CULVER CITY       |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1982  |  | FARMINGTON        |  | NM    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1983  |  | LOGAN             |  | UT    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1984  |  | CASPER            |  | WY    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1987  |  | ST. GEORGE        |  | UT    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 1995  |  | GRAND JUNCTION    |  | CO    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 4001  |  | TWIN FALLS        |  | ID    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 4027  |  | WALNUT CREEK      |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 4093  |  | OMAHA             |  | NE    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 4099  |  | LITTLETON         |  | CO    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 4145  |  | BILLINGS          |  | MT    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 4146  |  | YUMA              |  | AZ    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 4156  |  | RACINE            |  | WI    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 4172  |  | EL CENTRO         |  | CA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 4201  |  | SIOUX CITY        |  | IA    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 4205  |  | ROSEDALE          |  | MN    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 4209  |  | MANKATO           |  | MN    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 4367  |  | BURNSVILLE        |  | MN    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|          |  | 4394  |  | SANDY             |  | UT    |  | xxxxxxxxxxx    |  | Sub-account Depository |  |                          |  |                 |  |            |  |    |  |       |  |            
|AmSouth   |  | 158   |  | MERIDIAN          |  | MS    |  | xxxxxxxxxxx    |  | Depository             |  | 250 Riverchase Pkwy East |  | Floor RCS3 West |  | Birmingham |  | AL |  | 35244 |  | Rachel Tice
|          |  | 213   |  | BIRMINGHAM        |  | AL    |  | xxxxxxxxxxx    |  | Depository             |  | 250 Riverchase Pkwy East |  | Floor RCS3 West |  | Birmingham |  | AL |  | 35244 |  | Rachel Tice
|          |  | 316   |  | RIDGELAND         |  | MS    |  | xxxxxxxxxxx    |  | Depository             |  | 250 Riverchase Pkwy East |  | Floor RCS3 West |  | Birmingham |  | AL |  | 35244 |  | Rachel Tice
|          |  | 358   |  | KNOXVILLE         |  | TN    |  | xxxxxxxxxxx    |  | Depository             |  | 250 Riverchase Pkwy East |  | Floor RCS3 West |  | Birmingham |  | AL |  | 35244 |  | Rachel Tice
|          |  | 539   |  | SANFORD           |  | FL    |  | xxxxxxxxxxx    |  | Depository             |  | 250 Riverchase Pkwy East |  | Floor RCS3 West |  | Birmingham |  | AL |  | 35244 |  | Rachel Tice
|          |  | 558   |  | ANTIOCH           |  | TN    |  | xxxxxxxxxxx    |  | Depository             |  | 250 Riverchase Pkwy East |  | Floor RCS3 West |  | Birmingham |  | AL |  | 35244 |  | Rachel Tice
|          |  | 631   |  | FOLEY             |  | AL    |  | xxxxxxxxxxx    |  | Depository             |  | 250 Riverchase Pkwy East |  | Floor RCS3 West |  | Birmingham |  | AL |  | 35244 |  | Rachel Tice





---

Mothers Work, Inc.

CONSOLIDATED BANK ACCOUNTS - STORE DETAIL

AT MARCH 1, 2007



|                        |  |       |  |                |  |       |  |                |  |                         |  |                          |  |                 |  |            |  |    |  |       |  |                 
|----------------------- |  | ----- |  | -------------- |  | ----- |  | -------------- |  | ----------------------- |  | ------------------------ |  | --------------- |  | ---------- |  | -- |  | ----- |  | ----------------
|BANKNAME                |  | STORE |  | CITY           |  | STATE |  | BANK
ACCOUNT # |  | DESCRIPTION             |  | BANK ADDRESS             |  | CONTACTPERSON  
|                        |  | 634   |  | DESTIN         |  | FL    |  | xxxxxxxxxxx    |  | Depository              |  | 250 Riverchase Pkwy East |  | Floor RCS3 West |  | Birmingham |  | AL |  | 35244 |  | Rachel Tice     
|                        |  | 985   |  | BOSSIER CITY   |  | LA    |  | xxxxxxxxxxx    |  | Depository              |  | 250 Riverchase Pkwy East |  | Floor RCS3 West |  | Birmingham |  | AL |  | 35244 |  | Rachel Tice     
|                        |  | 1125  |  | HUNTSVILLE     |  | AL    |  | xxxxxxxxxxx    |  | Depository              |  | 250 Riverchase Pkwy East |  | Floor RCS3 West |  | Birmingham |  | AL |  | 35244 |  | Rachel Tice     
|                        |  | 1302  |  | PANAMA CITY    |  | FL    |  | xxxxxxxxxxx    |  | Depository              |  | 250 Riverchase Pkwy East |  | Floor RCS3 West |  | Birmingham |  | AL |  | 35244 |  | Rachel Tice     
|                        |  | 1306  |  | HATTIESBURG    |  | MS    |  | xxxxxxxxxxx    |  | Depository              |  | 250 Riverchase Pkwy East |  | Floor RCS3 West |  | Birmingham |  | AL |  | 35244 |  | Rachel Tice     
|                        |  | 1340  |  | BIRMINGHAM     |  | AL    |  | xxxxxxxxxxx    |  | Depository              |  | 250 Riverchase Pkwy East |  | Floor RCS3 West |  | Birmingham |  | AL |  | 35244 |  | Rachel Tice     
|                        |  | 1614  |  | GULFPORT       |  | MS    |  | xxxxxxxxxxx    |  | Depository              |  | 250 Riverchase Pkwy East |  | Floor RCS3 West |  | Birmingham |  | AL |  | 35244 |  | Rachel Tice     
|                        |  | 1750  |  | HUNTSVILLE     |  | AL    |  | xxxxxxxxxxx    |  | Depository              |  | 250 Riverchase Pkwy East |  | Floor RCS3 West |  | Birmingham |  | AL |  | 35244 |  | Rachel Tice     
|                        |  | 1848  |  | MONTGOMERY     |  | AL    |  | xxxxxxxxxxx    |  | Depository              |  | 250 Riverchase Pkwy East |  | Floor RCS3 West |  | Birmingham |  | AL |  | 35244 |  | Rachel Tice     
|                        |  | 1881  |  | TUSCALOOSA     |  | AL    |  | xxxxxxxxxxx    |  | Depository              |  | 250 Riverchase Pkwy East |  | Floor RCS3 West |  | Birmingham |  | AL |  | 35244 |  | Rachel Tice     
|                        |  | 1886  |  | JACKSON        |  | MS    |  | xxxxxxxxxxx    |  | Depository              |  | 250 Riverchase Pkwy East |  | Floor RCS3 West |  | Birmingham |  | AL |  | 35244 |  | Rachel Tice     
|                        |  | 1891  |  | BIRMINGHAM     |  | AL    |  | xxxxxxxxxxx    |  | Depository              |  | 250 Riverchase Pkwy East |  | Floor RCS3 West |  | Birmingham |  | AL |  | 35244 |  | Rachel Tice     
|                        |  | 1892  |  | MOBILE         |  | AL    |  | xxxxxxxxxxx    |  | Depository              |  | 250 Riverchase Pkwy East |  | Floor RCS3 West |  | Birmingham |  | AL |  | 35244 |  | Rachel Tice     
|                        |  | 1943  |  | DOTHAN         |  | AL    |  | xxxxxxxxxxx    |  | Depository              |  | 250 Riverchase Pkwy East |  | Floor RCS3 West |  | Birmingham |  | AL |  | 35244 |  | Rachel Tice     
|                        |  | 4194  |  | SOUTHAVEN      |  | MS    |  | xxxxxxxxxxx    |  | Depository              |  | 250 Riverchase Pkwy East |  | Floor RCS3 West |  | Birmingham |  | AL |  | 35244 |  | Rachel Tice     
|Bank of America (Fleet) |  | 107   |  | BAY SHORE      |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 109   |  | AMHERST        |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 165   |  | CRANSTON       |  | RI    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 300   |  | ELMHURST       |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 303   |  | STAMFORD       |  | CT    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 341   |  | FARMINGTON     |  | CT    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 348   |  | FREEHOLD       |  | NJ    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 430   |  | LIVINGSTON     |  | NJ    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 432   |  | HANOVER        |  | MA    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 463   |  | NASHUA         |  | NH    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 479   |  | SALEM          |  | NH    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 488   |  | LAWRENCEVILLE  |  | NJ    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 498   |  | JERSEY CITY    |  | NJ    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 530   |  | WATERFORD      |  | CT    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 531   |  | N ATTELBORO    |  | MA    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 532   |  | SOUTH PORTLAND |  | ME    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 543   |  | BROOKLYN       |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 607   |  | NEW YORK       |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 620   |  | RIVERHEAD      |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 652   |  | SECAUCUS       |  | NJ    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 664   |  | WRENTHAM       |  | MA    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 682   |  | NIAGRA FALLS   |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 803   |  | BURLINGTON     |  | MA    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 835   |  | BOSTON         |  | MA    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 850   |  | BURLINGTON     |  | MA    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 853   |  | CAMBRIDGE      |  | MA    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 855   |  | WESTPORT       |  | CT    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 918   |  | HARTFORD       |  | CT    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 949   |  | STAMFORD       |  | CT    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 976   |  | TAUNTON        |  | MA    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 1137  |  | BRIDGEWATER    |  | NJ    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 1150  |  | BRAINTREE      |  | MA    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 1170  |  | S WINDSOR      |  | CT    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 1172  |  | NATICK         |  | MA    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 1195  |  | NEW YORK       |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 1197  |  | PARAMUS        |  | NJ    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 1335  |  | KITTERY        |  | ME    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 1385  |  | HICKSVILLE     |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 1391  |  | ASTORIA        |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 1393  |  | HOLYOKE        |  | MA    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 1601  |  | WESTBURY       |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 1603  |  | ELIZABETH      |  | NJ    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 1728  |  | MANCHESTER     |  | NH    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 1748  |  | MILFORD        |  | CT    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 1796  |  | ROCKAWAY       |  | NJ    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 1815  |  | HYANNIS        |  | MA    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 1822  |  | BANGOR         |  | ME    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 1831  |  | PLYMOUTH       |  | MA    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 1842  |  | SMITHFIELD     |  | RI    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 1862  |  | BRONX          |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 1944  |  | NEW YORK       |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 3037  |  | LAKE GROVE     |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 3108  |  | SHREWSBURY     |  | NJ    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 4204  |  | NEW HARTFORD   |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|                        |  | 4358  |  | ROCHESTER      |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 100 Federal Street       |  | MA DE 10017F    |  | Boston     |  | MA |  | 02110 |  | Paul DeSalvo    
|HSBC                    |  | 245   |  | MASSAPEQUA     |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 452 Fifth Ave            |  |                 |  | New York   |  | NY |  | 10018 |  | Patrick Welsh   
|                        |  | 527   |  | STATEN ISLAND  |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 452 Fifth Ave            |  |                 |  | New York   |  | NY |  | 10018 |  | Patrick Welsh   
|                        |  | 824   |  | GARDEN CITY    |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 452 Fifth Ave            |  |                 |  | New York   |  | NY |  | 10018 |  | Patrick Welsh   
|                        |  | 925   |  | MANHASSETT     |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 452 Fifth Ave            |  |                 |  | New York   |  | NY |  | 10018 |  | Patrick Welsh   
|                        |  | 1138  |  | BROOKLYN       |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 452 Fifth Ave            |  |                 |  | New York   |  | NY |  | 10018 |  | Patrick Welsh   
|                        |  | 1160  |  | HUNTINGTON     |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 452 Fifth Ave            |  |                 |  | New York   |  | NY |  | 10018 |  | Patrick Welsh   
|                        |  | 1761  |  | JOHNSON CITY   |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 452 Fifth Ave            |  |                 |  | New York   |  | NY |  | 10018 |  | Patrick Welsh   
|                        |  | 1828  |  | MIDDLETON      |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 452 Fifth Ave            |  |                 |  | New York   |  | NY |  | 10018 |  | Patrick Welsh   
|                        |  | 1972  |  | NEW YORK       |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 452 Fifth Ave            |  |                 |  | New York   |  | NY |  | 10018 |  | Patrick Welsh   
|                        |  | 3317  |  | STATEN ISLAND  |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 452 Fifth Ave            |  |                 |  | New York   |  | NY |  | 10018 |  | Patrick Welsh   
|JP Morgan Chase         |  | 247   |  | IRONDEQUOIT    |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 1411 Broadway            |  | 5th Floor       |  | New York   |  | NY |  | 10018 |  | Scott OKula    
|                        |  | 1168  |  | WHITE PLAINS   |  | NY    |  | xxxxxxxxxxx    |  | Depository              |  | 1411 Broadway            |  | 5th Floor       |  | New York   |  | NY |  | 10018 |  | Scott OKula    
|La Salle Bank           |  | 353   |  | DUNDEE         |  | IL    |  | xxxxxxxxxxx    |  | Depository              |  | 135 South LaSalle Street |  |                 |  | Chicago    |  | IL |  | 60603 |  | Anthony Schiller
|                        |  | 1189  |  | SKOKIE         |  | IL    |  | xxxxxxxxxxx    |  | Depository              |  | 135 South LaSalle Street |  |                 |  | Chicago    |  | IL |  | 60603 |  | Anthony Schiller
|                        |  | 1398  |  | CHICAGO        |  | IL    |  | xxxxxxxxxxx    |  | Depository              |  | 135 South LaSalle Street |  |                 |  | Chicago    |  | IL |  | 60603 |  | Anthony Schiller
|                        |  | 1882  |  | CHICAGO RIDGE  |  | IL    |  | xxxxxxxxxxx    |  | Depository              |  | 135 South LaSalle Street |  |                 |  | Chicago    |  | IL |  | 60603 |  | Anthony Schiller
|                        |  | 3002  |  | ORLAND PARK    |  | IL    |  | xxxxxxxxxxx    |  | Depository              |  | 135 South LaSalle Street |  |                 |  | Chicago    |  | IL |  | 60603 |  | Anthony Schiller
|National City (Master)  |  |       |  |                |  |       |  | xxxxxxxxxxx    |  | Consolidated Depository |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|National City (IL)      |  | 246   |  | MOLINE         |  | IL    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 376   |  | VERNON HILLS   |  | IL    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 512   |  | JOLIET         |  | IL    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 765   |  | SPRINGFIELD    |  | IL    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 1318  |  | NILES          |  | IL    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 1732  |  | BLOOMINGTON    |  | IL    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 1819  |  | PEORIA         |  | IL    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|National City (IN)      |  | 139   |  | FORT WAYNE     |  | IN    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 1383  |  | INDIANAPOLIS   |  | IN    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 1739  |  | PLAINFIELD     |  | IN    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 1799  |  | FORT WAYNE     |  | IN    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 1855  |  | HIGHLAND       |  | IN    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|National City (KY)      |  | 249   |  | BOWLING GREEN  |  | KY    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 1887  |  | LEXINGTON      |  | KY    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 4164  |  | LEXINGTON      |  | KY    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|National City (MI)      |  | 612   |  | BIRCH RUN      |  | MI    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 771   |  | AUBURN HILLS   |  | MI    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 904   |  | TROY           |  | MI    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 1159  |  | TROY           |  | MI    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 1354  |  | GRANDVILLE     |  | MI    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|National City (OH)      |  | 163   |  | AKRON          |  | OH    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 1232  |  | COLUMBUS       |  | OH    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 1362  |  | YOUNGSTOWN     |  | OH    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 1794  |  | AKRON          |  | OH    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|National City (PA)      |  | 365   |  | PITTSBURGH     |  | PA    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 653   |  | GROVE CITY     |  | PA    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 841   |  | MOUNT LEBANON  |  | PA    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 1158  |  | MONROEVILLE    |  | PA    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 1346  |  | WEST MIFFLIN   |  | PA    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 1777  |  | PITTSBURGH     |  | PA    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 1811  |  | GREENSBURG     |  | PA    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 1884  |  | MONACA         |  | PA    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    
|                        |  | 4330  |  | PITTSBURG      |  | PA    |  | xxxxxxxxxxx    |  | Depository              |  | 155 East Broad Street    |  | Loc: 16-0077    |  | Columbus   |  | OH |  | 43251 |  | Susan Pelzer    





---

Mothers Work, Inc.

CONSOLIDATED BANK ACCOUNTS - STORE DETAIL

AT MARCH 1, 2007



|                 |  |       |  |                  |  |       |  |                |  |             |  |                      |  |                                    |  |              |  |    |  |        |  |                  
|---------------- |  | ----- |  | ---------------- |  | ----- |  | -------------- |  | ----------- |  | -------------------- |  | ---------------------------------- |  | ------------ |  | -- |  | ------ |  | -----------------
|BANKNAME         |  | STORE |  | CITY             |  | STATE |  | BANK
ACCOUNT # |  | DESCRIPTION |  | BANK ADDRESS         |  | CONTACTPERSON                     
|Wachovia         |  | 37    |  | BETHSEDA         |  | MD    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 231   |  | N. WALES         |  | PA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 238   |  | WINSTON-SALEM    |  | NC    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 345   |  | ANNAPOLIS        |  | MD    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 360   |  | FORT MYERS       |  | FL    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 377   |  | LANCASTER        |  | PA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 398   |  | EDISON           |  | NJ    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 476   |  | GREENSBORO       |  | NC    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 491   |  | BETHSEDA         |  | MD    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 495   |  | WHEATON          |  | MD    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 522   |  | KING OF PRUSSIA  |  | PA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 523   |  | PHILADELPHIA     |  | PA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 529   |  | AUGUSTA          |  | GA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 556   |  | EATONTOWN        |  | NJ    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 564   |  | RICHMOND         |  | VA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 598   |  | WILLOW GROVE     |  | PA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 603   |  | PRINCE WILLIAMS  |  | VA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 618   |  | VERO BEACH       |  | FL    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 625   |  | ST. AUGUSTINE    |  | FL    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 642   |  | LANCASTER        |  | PA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 644   |  | WESTBROOK        |  | CT    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 646   |  | JACKSON          |  | NJ    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 764   |  | CHESAPEAKE       |  | VA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 766   |  | HARRISBURG       |  | PA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 865   |  | SHORT HILLS      |  | NJ    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 923   |  | MCLEAN           |  | VA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 926   |  | SHORT HILLS      |  | NJ    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 929   |  | BAL HARBOUR      |  | FL    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 938   |  | ATLANTA          |  | GA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 950   |  | KING OF PRUSSIA  |  | PA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 979   |  | MERIDEN          |  | CT    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1113  |  | WEST NYACK       |  | NY    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1130  |  | WESTFIELD        |  | NJ    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1131  |  | MARIETTA         |  | GA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1139  |  | PALM BEACH       |  | FL    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1141  |  | DANBURY          |  | CT    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1144  |  | PHILADELPHIA     |  | PA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1148  |  | NEWARK           |  | DE    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1169  |  | MIAMI            |  | FL    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1229  |  | BUFORD           |  | GA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1261  |  | GLEN MILLS       |  | PA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1298  |  | GREENSBORO       |  | NC    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1299  |  | RICHMOND         |  | VA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1312  |  | WATERBURY        |  | CT    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1337  |  | BENSALEM         |  | PA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1344  |  | DOUGLASVILLE     |  | GA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1352  |  | PLYMOUTH MEETING |  | PA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1353  |  | WOODBRIDGE       |  | NJ    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1363  |  | COLUMBUS         |  | GA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1373  |  | BUFORD           |  | GA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1386  |  | MOORESTOWN       |  | NJ    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1388  |  | BOCA RATON       |  | FL    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1394  |  | POUGHKEEPSIE     |  | NY    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1610  |  | REHOBOTH         |  | DE    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1611  |  | BOAZ             |  | AL    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1630  |  | LEESBURG         |  | VA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1631  |  | LAWRENCEVILLE    |  | GA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1632  |  | SMITHFIELD       |  | NC    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1702  |  | WHITEHALL        |  | PA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1703  |  | DOVER            |  | DE    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1706  |  | ROCKY MOUNT      |  | NC    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1711  |  | FT. LAUDERDALE   |  | FL    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1713  |  | CAMP HILL        |  | PA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1729  |  | YORK             |  | PA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1746  |  | EXTON            |  | PA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1778  |  | WILKES-BARRE     |  | PA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1786  |  | FAYETTEVILLE     |  | NC    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1826  |  | RALEIGH          |  | NC    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1847  |  | NAPLES           |  | FL    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1849  |  | YORKTOWN HEIGHTS |  | NY    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1857  |  | N CHARLESTON     |  | SC    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1879  |  | HIALEAH          |  | FL    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1883  |  | HICKORY          |  | NC    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1894  |  | PHILLIPSBURG     |  | NJ    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1910  |  | CHESAPEAKE       |  | VA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1921  |  | DEPTFORD         |  | NJ    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1940  |  | EAST POINT       |  | GA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1947  |  | MANASSAS         |  | VA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1952  |  | MYRTLE BEACH     |  | SC    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1974  |  | ATHENS           |  | GA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 1991  |  | WINCHESTER       |  | VA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 3111  |  | WILLOW GROVE     |  | PA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 3230  |  | WOODBRIDGE       |  | NJ    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 4135  |  | MELBOURNE        |  | FL    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 4198  |  | ST. PETERSBURG   |  | FL    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 4368  |  | SAVANNAH         |  | GA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|                 |  | 4384  |  | NEWPORT NEWS     |  | VA    |  | xxxxxxxxxxx    |  | Depository  |  | 123 South Broad St   |  | PA1218                             |  | Philadelphia |  | PA |  | 19109  |  | Richard ODonnell
|Bank of Montreal |  | 3819  |  | BRAMPTON         |  | ON    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 3867  |  | EDMONTON         |  | AB    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4802  |  | THORNHILL        |  | ON    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4804  |  | NEPEAN           |  | ON    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4805  |  | EDMONTON         |  | AB    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4808  |  | EDMONTON         |  | AB    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4811  |  | SURREY           |  | BC    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4812  |  | MISSISSAUGA      |  | ON    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4813  |  | TORONTO          |  | ON    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4814  |  | LAVAL            |  | QU    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4816  |  | OTTAWA           |  | ON    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4817  |  | NEWMARKET        |  | ON    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4820  |  | ST. CATHARINES   |  | ON    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4821  |  | HAMILTON         |  | ON    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4822  |  | PICKERING        |  | ON    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4824  |  | KELOWNA          |  | BC    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4825  |  | EDMONTON         |  | AB    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4826  |  | KITCHENER        |  | ON    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4827  |  | HALIFAX          |  | NS    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4828  |  | LONDON           |  | ON    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4829  |  | WEST VANCOUVER   |  | BC    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4831  |  | MONCTON          |  | NB    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4832  |  | REGINA           |  | SK    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4833  |  | COQUITLAM        |  | BC    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4835  |  | VANCOUVER        |  | BC    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4837  |  | SUDBURY          |  | ON    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4838  |  | SASKATOON        |  | SK    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4839  |  | WINNIPEG         |  | MB    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4840  |  | CALGARY          |  | AB    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      
|                 |  | 4841  |  | CALGARY          |  | AB    |  | xxxxxxxxxxx    |  | Depository  |  | First Canadian Place |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON |  | M5X1A3 |  | Bob MacNeil      



|* | actual bank account numbers not disclosed
|- | -----------------------------------------





---

EXHIBIT 7.2

CREDIT CARD RECEIPTS

The Lead Borrower sends daily reports of credit card transactions to
the credit card providers listed below. Within three to seven days of the delivery of these reports, the credit card provider remits payment to the Lead Borrower. All providers, except the MasterCard and Visa providers, remit these payments net of
the credit card providers fees. The MasterCard and Visa providers deduct their fees on a monthly basis.

Providers:

MasterCard and Visa

Nova Information Systems

One Concord Parkway

Suite 300

Atlanta, Georgia 30328

Attn: Lori Mills

410-529-2642

MasterCard and Visa

Solutions Moneris

3300 Bloor Street West

Toronto, Ontario M8X2X2

Attn: Guylaine Lamoureux

888-878-2084

Discover Card

Discover Business Services

2500 Lake Cook Road, Rw2-3AA

Riverwoods, Illinois 60015

Attn: Debra Kaplan

330-665-9440

American Express

1120 Avenue of the Americas

19thFloor

New York, New York 10036

Attn: Elizabeth Scullin

800-705-9167

American Express Canada

101 McNabb Street

Markham, Ontario L3R4H8

888-461-8639



---

EXHIBIT 8.3(d)

INVESTMENT PROPERTY

See
attached list of investment accounts.



---

Mothers Work, Inc.

BANK ACCOUNTS



|                                  |  |                           |  |                                    |  |              |  |                |  |        |  |               |  |                             |  |                  
|--------------------------------- |  | ------------------------- |  | ---------------------------------- |  | ------------ |  | -------------- |  | ------ |  | ------------- |  | --------------------------- |  | -----------------
|BANK NAME                         |  | BANK ADDRESS              |  | BANKACCOUNT #                      |  | DESCRIPTION  |  | CONTACT PERSON
|Bank of America (Fleet)           |  | 100 Federal Street        |  | MA DE 10017F                       |  | Boston       |  | MA             |  | 02110  |  | xxxxxxxxxxxxx |  | Concentration               |  | Paul DeSalvo     
|Bank of America (Fleet)           |  | 100 Federal Street        |  | MA DE 10017F                       |  | Boston       |  | MA             |  | 02110  |  | xxxxxxxxxxxxx |  | Disbursement                |  | Paul DeSalvo     
|                                  |  |                           |  |                                    |  |              |  |                |  |        |  | xxxxxxxxxxxxx |  |                             |  |                  
|Bank of America (Fleet)           |  | 100 Federal Street        |  | MA DE 10017F                       |  | Boston       |  | MA             |  | 02110  |  | xxxxxxxxxxxxx |  | Gross Future Trust          |  | Paul DeSalvo     
|Bank of America (Fleet)           |  | 100 Federal Street        |  | MA DE 10017F                       |  | Boston       |  | MA             |  | 02110  |  | xxxxxxxxxxxxx |  | Net Future Trust            |  | Paul DeSalvo     
|Bank of America (Fleet)           |  | 100 Federal Street        |  | MA DE 10017F                       |  | Boston       |  | MA             |  | 02110  |  | xxxxxxxxxxxxx |  | Future Trust 529 Escrow     |  | Paul DeSalvo     
|                                  |  |                           |  |                                    |  |              |  |                |  |        |  | xxxxxxxxxxxxx |  |                             |  |                  
|Wachovia                          |  | 123 South Broad St        |  | PA1218                             |  | Philadelphia |  | PA             |  | 19109  |  | xxxxxxxxxxxxx |  | Corporate                   |  | Richard ODonnell
|Wachovia                          |  | 123 South Broad St        |  | PA1218                             |  | Philadelphia |  | PA             |  | 19109  |  | xxxxxxxxxxxxx |  | International Duty          |  | Richard ODonnell
|                                  |  |                           |  |                                    |  |              |  |                |  |        |  | xxxxxxxxxxxxx |  |                             |  |                  
|Bank of Montreal                  |  | First Canadian Place      |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON             |  | M5X1A3 |  | xxxxxxxxxxxxx |  | Corporate                   |  | Bob MacNeil      
|Bank of Montreal                  |  | First Canadian Place      |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON             |  | M5X1A3 |  | xxxxxxxxxxxxx |  | Corporate                   |  | Bob MacNeil      
|Bank of Montreal                  |  | First Canadian Place      |  | 100 King Street W, Concourse Level |  | Toronto      |  | ON             |  | M5X1A3 |  | xxxxxxxxxxxxx |  | Consolidated Depository     |  | Bob MacNeil      
|                                  |  |                           |  |                                    |  |              |  |                |  |        |  | xxxxxxxxxxxxx |  |                             |  |                  
|R-G Premier Bank                  |  | 280 Jesus T Pinero Ave    |  | PO Box 2510                        |  | Guaynabo     |  | PR             |  | 00970  |  | xxxxxxxxxxxxx |  | Payroll - Puerto Rico       |  | Andre Potes      
|                                  |  |                           |  |                                    |  |              |  |                |  |        |  | xxxxxxxxxxxxx |  |                             |  |                  
|AmSouth                           |  | 250 Riverchase Pkwy East  |  | Floor RCS3 West                    |  | Birmingham   |  | AL             |  | 35244  |  | xxxxxxxxxxxxx |  | Consolidated Depository     |  | Rachel Tice      
|Bank of America                   |  | 100 Federal Street        |  | MA DE 10017F                       |  | Boston       |  | MA             |  | 02110  |  | xxxxxxxxxxxxx |  | Consolidated Depository     |  | Paul DeSalvo     
|Bank of America (Fleet)           |  | 100 Federal Street        |  | MA DE 10017F                       |  | Boston       |  | MA             |  | 02110  |  | xxxxxxxxxxxxx |  | Consolidated Depository     |  | Paul DeSalvo     
|Bank of America (Nationsbank)     |  | 100 Federal Street        |  | MA DE 10017F                       |  | Boston       |  | MA             |  | 02110  |  | xxxxxxxxxxxxx |  | Consolidated Depository     |  | Paul DeSalvo     
|JP Morgan Chase (Bank One)        |  | 1411 Broadway             |  | 5th Floor                          |  | New York     |  | NY             |  | 10018  |  | xxxxxxxxxxxxx |  | Consolidated Depository     |  | Scott OKula     
|Fifth Third Bank                  |  | 38 Fountain Square Plaza  |  | Mail Code: 10905E                  |  | Cincinnati   |  | OH             |  | 45263  |  | xxxxxxxxxxxxx |  | Consolidated Depository     |  | Sue Ann OMalley 
|First Tennessee                   |  | 165 Madison Ave           |  | 9th Floor                          |  | Memphis      |  | TN             |  | 38103  |  | xxxxxxxxxxxxx |  | Consolidated Depository     |  | Nicole White     
|HSBC                              |  | 452 Fifth Ave             |  |                                    |  | New York     |  | NY             |  | 10018  |  | xxxxxxxxxxxxx |  | Consolidated Depository     |  | Patrick Welsh    
|JP Morgan Chase (Chase Manhattan) |  | 1411 Broadway             |  | 5th Floor                          |  | New York     |  | NY             |  | 10018  |  | xxxxxxxxxxxxx |  | Consolidated Depository     |  | Scott OKula     
|Key Bank                          |  | 127 Public Square, 7th Fl |  |                                    |  | Cleveland    |  | OH             |  | 44114  |  | xxxxxxxxxxxxx |  | Consolidated Depository     |  | Jeffrey Scott    
|La Salle                          |  | 135 South LaSalle Street  |  |                                    |  | Chicago      |  | IL             |  | 60603  |  | xxxxxxxxxxxxx |  | Consolidated Depository     |  | Anthony Schiller 
|National City (Master)            |  | 155 East Broad Street     |  | Loc: 16-0077                       |  | Columbus     |  | OH             |  | 43251  |  | xxxxxxxxxxxxx |  | Consolidated Depository     |  | Susan Pelzer     
|National City (IL)                |  | 155 East Broad Street     |  | Loc: 16-0077                       |  | Columbus     |  | OH             |  | 43251  |  | xxxxxxxxxxxxx |  | Consolidated Depository     |  | Susan Pelzer     
|National City (IN)                |  | 155 East Broad Street     |  | Loc: 16-0077                       |  | Columbus     |  | OH             |  | 43251  |  | xxxxxxxxxxxxx |  | Consolidated Depository     |  | Susan Pelzer     
|National City (KY)                |  | 155 East Broad Street     |  | Loc: 16-0077                       |  | Columbus     |  | OH             |  | 43251  |  | xxxxxxxxxxxxx |  | Consolidated Depository     |  | Susan Pelzer     
|National City (MI)                |  | 155 East Broad Street     |  | Loc: 16-0077                       |  | Columbus     |  | OH             |  | 43251  |  | xxxxxxxxxxxxx |  | Consolidated Depository     |  | Susan Pelzer     
|National City (OH)                |  | 155 East Broad Street     |  | Loc: 16-0077                       |  | Columbus     |  | OH             |  | 43251  |  | xxxxxxxxxxxxx |  | Consolidated Depository     |  | Susan Pelzer     
|National City (PA)                |  | 155 East Broad Street     |  | Loc: 16-0077                       |  | Columbus     |  | OH             |  | 43251  |  | xxxxxxxxxxxxx |  | Consolidated Depository     |  | Susan Pelzer     
|US Bank (Firstar)                 |  | 425 Walnut Street         |  | Mail Location: CN-OH-W9TR          |  | Cincinnati   |  | OH             |  | 45202  |  | xxxxxxxxxxxxx |  | Consolidated Depository     |  | Jill Warman      
|Wachovia                          |  | 123 South Broad St        |  | PA1218                             |  | Philadelphia |  | PA             |  | 19109  |  | xxxxxxxxxxxxx |  | Consolidated Depository     |  | Richard ODonnell
|Wells Fargo                       |  | Sixth & Marquette         |  | MAC N9305-052                      |  | Minneapolis  |  | MN             |  | 55479  |  | xxxxxxxxxxxxx |  | Consolidated Depository     |  | Heather Totman   
|Various                           |  | Various                   |  |                                    |  |              |  |                |  |        |  | Various       |  | Non-consolidated Depository |  | None             



|* | actual bank account numbers not disclosed
|- | -----------------------------------------



---

Mothers Work, Inc.

As of March 1, 2007



CONSOLIDATED DEPOSITORY BANK ACCOUNTS



|      |  |               |  |       |  |                 |  |              
|----- |  | ------------- |  | ----- |  | --------------- |  | -------------
|STORE |  | CITY          |  | STATE |  | BANK NAME       |  | BANKACCOUNT #
|158   |  | MERIDIAN      |  | MS    |  | AmSouth         |  | xxxxxxxxxxxxx
|213   |  | BIRMINGHAM    |  | AL    |  | AmSouth         |  | xxxxxxxxxxxxx
|316   |  | RIDGELAND     |  | MS    |  | AmSouth         |  | xxxxxxxxxxxxx
|358   |  | KNOXVILLE     |  | TN    |  | AmSouth         |  | xxxxxxxxxxxxx
|539   |  | SANFORD       |  | FL    |  | AmSouth         |  | xxxxxxxxxxxxx
|558   |  | ANTIOCH       |  | TN    |  | AmSouth         |  | xxxxxxxxxxxxx
|631   |  | FOLEY         |  | AL    |  | AmSouth         |  | xxxxxxxxxxxxx
|634   |  | DESTIN        |  | FL    |  | AmSouth         |  | xxxxxxxxxxxxx
|985   |  | BOSSIER CITY  |  | LA    |  | AmSouth         |  | xxxxxxxxxxxxx
|1125  |  | HUNTSVILLE    |  | AL    |  | AmSouth         |  | xxxxxxxxxxxxx
|1302  |  | PANAMA CITY   |  | FL    |  | AmSouth         |  | xxxxxxxxxxxxx
|1306  |  | HATTIESBURG   |  | MS    |  | AmSouth         |  | xxxxxxxxxxxxx
|1340  |  | BIRMINGHAM    |  | AL    |  | AmSouth         |  | xxxxxxxxxxxxx
|1614  |  | GULFPORT      |  | MS    |  | AmSouth         |  | xxxxxxxxxxxxx
|1750  |  | HUNTSVILLE    |  | AL    |  | AmSouth         |  | xxxxxxxxxxxxx
|1848  |  | MONTGOMERY    |  | AL    |  | AmSouth         |  | xxxxxxxxxxxxx
|1881  |  | TUSCALOOSA    |  | AL    |  | AmSouth         |  | xxxxxxxxxxxxx
|1886  |  | JACKSON       |  | MS    |  | AmSouth         |  | xxxxxxxxxxxxx
|1891  |  | BIRMINGHAM    |  | AL    |  | AmSouth         |  | xxxxxxxxxxxxx
|1892  |  | MOBILE        |  | AL    |  | AmSouth         |  | xxxxxxxxxxxxx
|1943  |  | DOTHAN        |  | AL    |  | AmSouth         |  | xxxxxxxxxxxxx
|4194  |  | SOUTHAVEN     |  | MS    |  | AmSouth         |  | xxxxxxxxxxxxx
|108   |  | LYNNWOOD      |  | WA    |  | Bank of America |  | xxxxxxxxxxxxx
|240   |  | DALLAS        |  | TX    |  | Bank of America |  | xxxxxxxxxxxxx
|242   |  | FORT WORTH    |  | TX    |  | Bank of America |  | xxxxxxxxxxxxx
|305   |  | SANTA CLARA   |  | CA    |  | Bank of America |  | xxxxxxxxxxxxx
|306   |  | SANTA MONICA  |  | CA    |  | Bank of America |  | xxxxxxxxxxxxx
|309   |  | CARLSBAD      |  | CA    |  | Bank of America |  | xxxxxxxxxxxxx
|313   |  | LAS VEGAS     |  | NV    |  | Bank of America |  | xxxxxxxxxxxxx
|324   |  | SALEM         |  | OR    |  | Bank of America |  | xxxxxxxxxxxxx
|326   |  | MODESTO       |  | CA    |  | Bank of America |  | xxxxxxxxxxxxx
|339   |  | ALBUQUERQUE   |  | NM    |  | Bank of America |  | xxxxxxxxxxxxx
|347   |  | CERRITOS      |  | CA    |  | Bank of America |  | xxxxxxxxxxxxx
|361   |  | SAN ANTONIO   |  | TX    |  | Bank of America |  | xxxxxxxxxxxxx
|362   |  | PORTLAND      |  | OR    |  | Bank of America |  | xxxxxxxxxxxxx
|368   |  | AUSTIN        |  | TX    |  | Bank of America |  | xxxxxxxxxxxxx
|371   |  | HOUSTON       |  | TX    |  | Bank of America |  | xxxxxxxxxxxxx
|374   |  | SPOKANE       |  | WA    |  | Bank of America |  | xxxxxxxxxxxxx
|379   |  | TUCSON        |  | AZ    |  | Bank of America |  | xxxxxxxxxxxxx
|399   |  | LEWISVILLE    |  | TX    |  | Bank of America |  | xxxxxxxxxxxxx
|421   |  | FRIENDSWOOD   |  | TX    |  | Bank of America |  | xxxxxxxxxxxxx
|424   |  | GLENDALE      |  | AZ    |  | Bank of America |  | xxxxxxxxxxxxx
|426   |  | AUSTIN        |  | TX    |  | Bank of America |  | xxxxxxxxxxxxx
|451   |  | NORTHRIDGE    |  | CA    |  | Bank of America |  | xxxxxxxxxxxxx
|460   |  | CONCORD       |  | CA    |  | Bank of America |  | xxxxxxxxxxxxx
|461   |  | MONTEBELLO    |  | CA    |  | Bank of America |  | xxxxxxxxxxxxx
|469   |  | WOODLANDS     |  | TX    |  | Bank of America |  | xxxxxxxxxxxxx
|474   |  | PHOENIX       |  | AZ    |  | Bank of America |  | xxxxxxxxxxxxx
|475   |  | TORRANCE      |  | CA    |  | Bank of America |  | xxxxxxxxxxxxx
|480   |  | ARCADIA       |  | CA    |  | Bank of America |  | xxxxxxxxxxxxx
|483   |  | EL PASO       |  | TX    |  | Bank of America |  | xxxxxxxxxxxxx
|484   |  | PORTLAND      |  | OR    |  | Bank of America |  | xxxxxxxxxxxxx
|485   |  | WEST COVINA   |  | CA    |  | Bank of America |  | xxxxxxxxxxxxx
|486   |  | SANTA ROSA    |  | CA    |  | Bank of America |  | xxxxxxxxxxxxx
|487   |  | RICHMOND      |  | CA    |  | Bank of America |  | xxxxxxxxxxxxx
|501   |  | SAN JOSE      |  | CA    |  | Bank of America |  | xxxxxxxxxxxxx
|507   |  | COSTA MESA    |  | CA    |  | Bank of America |  | xxxxxxxxxxxxx
|510   |  | THOUSAND OAKS |  | CA    |  | Bank of America |  | xxxxxxxxxxxxx
|514   |  | SCOTTSDALE    |  | AZ    |  | Bank of America |  | xxxxxxxxxxxxx
|517   |  | CAPITOLA      |  | CA    |  | Bank of America |  | xxxxxxxxxxxxx
|521   |  | HENDERSON     |  | NV    |  | Bank of America |  | xxxxxxxxxxxxx
|528   |  | LOS ANGELES   |  | CA    |  | Bank of America |  | xxxxxxxxxxxxx
|536   |  | SACRAMENTO    |  | CA    |  | Bank of America |  | xxxxxxxxxxxxx
|545   |  | VALENCIA      |  | CA    |  | Bank of America |  | xxxxxxxxxxxxx
|546   |  | MESQUITE      |  | TX    |  | Bank of America |  | xxxxxxxxxxxxx
|566   |  | MESA          |  | AZ    |  | Bank of America |  | xxxxxxxxxxxxx
|615   |  | GILROY        |  | CA    |  | Bank of America |  | xxxxxxxxxxxxx
|655   |  | GRAPEVINE     |  | TX    |  | Bank of America |  | xxxxxxxxxxxxx
|680   |  | VACAVILLE     |  | CA    |  | Bank of America |  | xxxxxxxxxxxxx



---

Mothers Work, Inc.

As of March 1, 2007



|     |  |                  |  |    |  |                              |  |              
|---- |  | ---------------- |  | -- |  | ---------------------------- |  | -------------
|684  |  | ANDERSON         |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|826  |  | WALNUT CREEK     |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|902  |  | SHERMAN OAKS     |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|906  |  | CORTE MADERA     |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|921  |  | LAS VEGAS        |  | NV |  | Bank of America              |  | xxxxxxxxxxxxx
|935  |  | BEVERLY HILLS    |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|936  |  | COSTA MESA       |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|972  |  | AUSTIN           |  | TX |  | Bank of America              |  | xxxxxxxxxxxxx
|1049 |  | WESTLAKE VILLAGE |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1120 |  | AUSTIN           |  | TX |  | Bank of America              |  | xxxxxxxxxxxxx
|1124 |  | TUCSON           |  | AZ |  | Bank of America              |  | xxxxxxxxxxxxx
|1132 |  | RANCHO CUCAMONGA |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1140 |  | GELENDALE        |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1142 |  | HURST            |  | TX |  | Bank of America              |  | xxxxxxxxxxxxx
|1162 |  | BELLEVUE         |  | WA |  | Bank of America              |  | xxxxxxxxxxxxx
|1166 |  | DALLAS           |  | TX |  | Bank of America              |  | xxxxxxxxxxxxx
|1171 |  | SAN ANTONIO      |  | TX |  | Bank of America              |  | xxxxxxxxxxxxx
|1192 |  | MISSION VIEJO    |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1198 |  | FRESNO           |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1280 |  | PASADENA         |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1286 |  | SANTA CLARA      |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1288 |  | HOUSTON          |  | TX |  | Bank of America              |  | xxxxxxxxxxxxx
|1300 |  | TEMECULA         |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1324 |  | STOCKTON         |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1331 |  | TULSA            |  | OK |  | Bank of America              |  | xxxxxxxxxxxxx
|1341 |  | SANTA ANA        |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1350 |  | BAKERSFIELD      |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1397 |  | SPOKANE          |  | WA |  | Bank of America              |  | xxxxxxxxxxxxx
|1608 |  | TEMPE            |  | AZ |  | Bank of America              |  | xxxxxxxxxxxxx
|1615 |  | WOODBURN         |  | OR |  | Bank of America              |  | xxxxxxxxxxxxx
|1621 |  | LAS VEGAS        |  | NV |  | Bank of America              |  | xxxxxxxxxxxxx
|1629 |  | SAN DIEGO        |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1644 |  | LINCOLN CITY     |  | OR |  | Bank of America              |  | xxxxxxxxxxxxx
|1649 |  | NORTH BEND       |  | WA |  | Bank of America              |  | xxxxxxxxxxxxx
|1701 |  | IRVING           |  | TX |  | Bank of America              |  | xxxxxxxxxxxxx
|1751 |  | HANFORD          |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1754 |  | VICTORVILLE      |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1772 |  | CITY OF INDUSTRY |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1804 |  | CHANDLER         |  | AZ |  | Bank of America              |  | xxxxxxxxxxxxx
|1809 |  | LAKEWOOD         |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1814 |  | LAS VEGAS        |  | NV |  | Bank of America              |  | xxxxxxxxxxxxx
|1852 |  | PALM DESERT      |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1889 |  | MORENO VALLEY    |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1896 |  | TRACY            |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1901 |  | EL PASO          |  | TX |  | Bank of America              |  | xxxxxxxxxxxxx
|1912 |  | SILVERDALE       |  | WA |  | Bank of America              |  | xxxxxxxxxxxxx
|1913 |  | PHOENIX          |  | AZ |  | Bank of America              |  | xxxxxxxxxxxxx
|1917 |  | PEARLAND         |  | TX |  | Bank of America              |  | xxxxxxxxxxxxx
|1918 |  | PITTSBURG        |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1926 |  | ISSAQUAH         |  | WA |  | Bank of America              |  | xxxxxxxxxxxxx
|1927 |  | SANTA BARBARA    |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1932 |  | BUENA PARK       |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1934 |  | SAN DIMAS        |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1936 |  | DOWNEY           |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1945 |  | SEATTLE          |  | WA |  | Bank of America              |  | xxxxxxxxxxxxx
|1949 |  | HARLINGEN        |  | TX |  | Bank of America              |  | xxxxxxxxxxxxx
|1951 |  | CHICO            |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1958 |  | HOUSTON          |  | TX |  | Bank of America              |  | xxxxxxxxxxxxx
|1959 |  | UNION GAP        |  | WA |  | Bank of America              |  | xxxxxxxxxxxxx
|1960 |  | SAN BERNARDINO   |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1968 |  | DENTON           |  | TX |  | Bank of America              |  | xxxxxxxxxxxxx
|1969 |  | VISALIA          |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|1986 |  | TUCSON           |  | AZ |  | Bank of America              |  | xxxxxxxxxxxxx
|3163 |  | TORRANCE         |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|4013 |  | WEST HOLLYWOOD   |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|4083 |  | SEATTLE          |  | WA |  | Bank of America              |  | xxxxxxxxxxxxx
|4134 |  | LUFKIN           |  | TX |  | Bank of America              |  | xxxxxxxxxxxxx
|4150 |  | WICHITA FALLS    |  | TX |  | Bank of America              |  | xxxxxxxxxxxxx
|4193 |  | SAN JOSE         |  | CA |  | Bank of America              |  | xxxxxxxxxxxxx
|107  |  | BAY SHORE        |  | NY |  | Bank of America (Fleet Bank) |  | xxxxxxxxxxxxx
|109  |  | AMHERST          |  | NY |  | Bank of America (Fleet Bank) |  | xxxxxxxxxxxxx
|165  |  | CRANSTON         |  | RI |  | Bank of America (Fleet Bank) |  | xxxxxxxxxxxxx
|300  |  | ELMHURST         |  | NY |  | Bank of America (Fleet Bank) |  | xxxxxxxxxxxxx
|303  |  | STAMFORD         |  | CT |  | Bank of America (Fleet Bank) |  | xxxxxxxxxxxxx



---

Mothers Work, Inc.

As of March 1, 2007



|     |  |                   |  |    |  |                               |  |              
|---- |  | ----------------- |  | -- |  | ----------------------------- |  | -------------
|341  |  | FARMINGTON        |  | CT |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|348  |  | FREEHOLD          |  | NJ |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|430  |  | LIVINGSTON        |  | NJ |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|432  |  | HANOVER           |  | MA |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|463  |  | NASHUA            |  | NH |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|479  |  | SALEM             |  | NH |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|488  |  | LAWRENCEVILLE     |  | NJ |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|498  |  | JERSEY CITY       |  | NJ |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|530  |  | WATERFORD         |  | CT |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|531  |  | N ATTELBORO       |  | MA |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|532  |  | SOUTH PORTLAND    |  | ME |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|543  |  | BROOKLYN          |  | NY |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|607  |  | NEW YORK          |  | NY |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|620  |  | RIVERHEAD         |  | NY |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|652  |  | SECAUCUS          |  | NJ |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|664  |  | WRENTHAM          |  | MA |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|682  |  | NIAGRA FALLS      |  | NY |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|803  |  | BURLINGTON        |  | MA |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|835  |  | BOSTON            |  | MA |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|850  |  | BURLINGTON        |  | MA |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|853  |  | CAMBRIDGE         |  | MA |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|855  |  | WESTPORT          |  | CT |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|918  |  | HARTFORD          |  | CT |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|949  |  | STAMFORD          |  | CT |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|976  |  | TAUNTON           |  | MA |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|1137 |  | BRIDGEWATER       |  | NJ |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|1150 |  | BRAINTREE         |  | MA |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|1170 |  | S WINDSOR         |  | CT |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|1172 |  | NATICK            |  | MA |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|1195 |  | NEW YORK          |  | NY |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|1197 |  | PARAMUS           |  | NJ |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|1335 |  | KITTERY           |  | ME |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|1385 |  | HICKSVILLE        |  | NY |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|1391 |  | ASTORIA           |  | NY |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|1393 |  | HOLYOKE           |  | MA |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|1601 |  | WESTBURY          |  | NY |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|1603 |  | ELIZABETH         |  | NJ |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|1728 |  | MANCHESTER        |  | NH |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|1748 |  | MILFORD           |  | CT |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|1796 |  | ROCKAWAY          |  | NJ |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|1815 |  | HYANNIS           |  | MA |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|1822 |  | BANGOR            |  | ME |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|1831 |  | PLYMOUTH          |  | MA |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|1842 |  | SMITHFIELD        |  | RI |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|1862 |  | BRONX             |  | NY |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|1944 |  | NEW YORK          |  | NY |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|3037 |  | LAKE GROVE        |  | NY |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|3108 |  | SHREWSBURY        |  | NJ |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|4204 |  | NEW HARTFORD      |  | NY |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|4358 |  | ROCHESTER         |  | NY |  | Bank of America (Fleet Bank)  |  | xxxxxxxxxxxxx
|106  |  | DES MOINES        |  | IA |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|111  |  | ST. ANN           |  | MO |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|141  |  | JACKSONVILLE      |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|142  |  | CLEARWATER        |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|230  |  | MACON             |  | GA |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|243  |  | TALLAHASSEE       |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|298  |  | TOPEKA            |  | KS |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|301  |  | KENNESAW          |  | GA |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|302  |  | LITTLE ROCK       |  | AR |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|312  |  | PENSACOLA         |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|323  |  | OVERLAND PARK     |  | KS |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|331  |  | ORLANDO           |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|359  |  | OKLAHOMA CITY     |  | OK |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|367  |  | PARKVILLE         |  | MD |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|369  |  | VIRGINIA BEACH    |  | VA |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|378  |  | CHARLESTON        |  | SC |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|396  |  | PEMBROKE PINES    |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|420  |  | MIAMI             |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|431  |  | COLUMBIA          |  | MD |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|454  |  | BOYNTON BEACH     |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|470  |  | ST PETERS         |  | MO |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|477  |  | ALTAMONTE SPRINGS |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|481  |  | TAMPA             |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|490  |  | COLUMBIA          |  | SC |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx



---

Mothers Work, Inc.

As of March 1, 2007



|     |  |                  |  |    |  |                               |  |              
|---- |  | ---------------- |  | -- |  | ----------------------------- |  | -------------
|497  |  | ATLANTA          |  | GA |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|499  |  | RALEIGH          |  | NC |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|511  |  | OWINGS MILLS     |  | MD |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|513  |  | GAITHERSBURG     |  | MD |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|515  |  | GLEN BURNIE      |  | MD |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|542  |  | ORANGE PARK      |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|551  |  | ATLANTA          |  | GA |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|554  |  | TULSA            |  | OK |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|561  |  | DURHAM           |  | NC |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|563  |  | ALBUQUERQUE      |  | NM |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|570  |  | FAIRVIEW HEIGHTS |  | IL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|574  |  | PLANTATION       |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|578  |  | SPARTAN BURG     |  | SC |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|604  |  | SUNRISE          |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|606  |  | SAN MARCOS       |  | TX |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|609  |  | ELLENTON         |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|639  |  | BRANSON          |  | MO |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|734  |  | WILMINGTON       |  | NC |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|856  |  | TAMPA            |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|857  |  | ALPHARETTA       |  | GA |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|875  |  | BOCA RATON       |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|909  |  | WASHINGTON       |  | DC |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|914  |  | TULSA            |  | OK |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|948  |  | MEMPHIS          |  | TN |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|969  |  | CARY             |  | NC |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|971  |  | RALEIGH          |  | NC |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|978  |  | SAVANNAH         |  | GA |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|982  |  | FAYETTEVILLE     |  | AR |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|983  |  | SPRINGFIELD      |  | MO |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|989  |  | CORPUS CHRISTI   |  | TX |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1100 |  | COLUMBIA         |  | MD |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1112 |  | FAIRFAX          |  | VA |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1136 |  | BALTIMORE        |  | MD |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1145 |  | ATLANTA          |  | GA |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1149 |  | GREENVILLE       |  | SC |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1151 |  | ST. LOUIS        |  | MO |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1163 |  | ST. LOUIS        |  | MO |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1165 |  | MIAMI            |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1173 |  | CHARLOTTE        |  | NC |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1231 |  | FRISCO           |  | TX |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1235 |  | PLANO            |  | TX |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1236 |  | TAMPA            |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1237 |  | WELLINGTON       |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1247 |  | DURHAM           |  | NC |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1275 |  | AVENTURA         |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1278 |  | CORAL GABLES     |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1282 |  | ORLANDO          |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1316 |  | AMARILLO         |  | TX |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1319 |  | NORFOLK          |  | VA |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1329 |  | OLATHE           |  | KS |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1347 |  | SARASOTA         |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1357 |  | OKLAHOMA CITY    |  | OK |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1365 |  | ORLANDO          |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1390 |  | SAN ANTONIO      |  | TX |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1606 |  | KATY             |  | TX |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1609 |  | MIAMI            |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1613 |  | NASHVILLE        |  | TN |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1616 |  | ORLANDO          |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1619 |  | BALTIMORE        |  | MD |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1624 |  | WILLIAMSBURG     |  | VA |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1637 |  | MYRTLE BEACH     |  | SC |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1641 |  | ESTERO           |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1654 |  | ST. LOUIS        |  | MO |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1710 |  | FRISCO           |  | TX |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1712 |  | GRAPEVINE        |  | TX |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1717 |  | MT. PLEASANT     |  | SC |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1718 |  | ASHVILLE         |  | NC |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1722 |  | JENSEN BEACH     |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1725 |  | LIVE OAK         |  | TX |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1727 |  | FLORENCE         |  | SC |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1734 |  | BAYTOWN          |  | TX |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1735 |  | FREDERICKSBURG   |  | VA |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1743 |  | TAMPA            |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1745 |  | SAN ANTONIO      |  | TX |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx



---

Mothers Work, Inc.

As of March 1, 2007



|     |  |                  |  |    |  |                               |  |              
|---- |  | ---------------- |  | -- |  | ----------------------------- |  | -------------
|1749 |  | COLUMBIA         |  | SC |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1753 |  | GAINSVILLE       |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1755 |  | PLANO            |  | TX |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1756 |  | WELLINGTON       |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1760 |  | COLUMBIA         |  | MO |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1776 |  | ABILENE          |  | TX |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1787 |  | CORAL SPRINGS    |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1793 |  | HOUSTON          |  | TX |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1820 |  | BRANDON          |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1821 |  | CITRUS PARK      |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1833 |  | ORLANDO          |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1839 |  | MCDONOUGH        |  | GA |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1851 |  | LAKELAND         |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1853 |  | ROANOKE          |  | VA |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1861 |  | JOPLIN           |  | MO |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1863 |  | WITCHITKA        |  | KS |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1867 |  | RICHMOND         |  | VA |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1868 |  | CHARLOTTESVILLE  |  | VA |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1888 |  | LITHONIA         |  | GA |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1895 |  | LEES SUMMIT     |  | MO |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1905 |  | DAYTONA BEACH    |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|1919 |  | RICHMOND         |  | VA |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|3040 |  | OVERLAND PARK    |  | KS |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|4133 |  | BALTIMORE        |  | MD |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|4245 |  | GASTONIA         |  | NC |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|4291 |  | WEST DES MOINES  |  | IA |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|4345 |  | GOODLETTSVILLE   |  | TN |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|4386 |  | JACKSONVILLE     |  | FL |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|4391 |  | LUBBOCK          |  | TX |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|4395 |  | OKLAHOMA CITY    |  | OK |  | Bank of America (Nationsbank) |  | xxxxxxxxxxxxx
|125  |  | COLUMBUS         |  | OH |  | Fifth Third Bank              |  | xxxxxxxxxxxxx
|161  |  | LOUISVILLE       |  | KY |  | Fifth Third Bank              |  | xxxxxxxxxxxxx
|241  |  | MENTOR           |  | OH |  | Fifth Third Bank              |  | xxxxxxxxxxxxx
|386  |  | LOUISVILLE       |  | KY |  | Fifth Third Bank              |  | xxxxxxxxxxxxx
|575  |  | GREENWOOD        |  | IN |  | Fifth Third Bank              |  | xxxxxxxxxxxxx
|614  |  | JEFFERSONVILLE   |  | OH |  | Fifth Third Bank              |  | xxxxxxxxxxxxx
|626  |  | MICHIGAN CITY    |  | IN |  | Fifth Third Bank              |  | xxxxxxxxxxxxx
|1105 |  | LANSING          |  | MI |  | Fifth Third Bank              |  | xxxxxxxxxxxxx
|1147 |  | BEACHWOOD        |  | OH |  | Fifth Third Bank              |  | xxxxxxxxxxxxx
|1267 |  | COLUMBUS         |  | OH |  | Fifth Third Bank              |  | xxxxxxxxxxxxx
|1348 |  | FLORENCE         |  | KY |  | Fifth Third Bank              |  | xxxxxxxxxxxxx
|1763 |  | EVANSVILLE       |  | IN |  | Fifth Third Bank              |  | xxxxxxxxxxxxx
|1769 |  | AVON             |  | OH |  | Fifth Third Bank              |  | xxxxxxxxxxxxx
|1771 |  | CINCINNATI       |  | OH |  | Fifth Third Bank              |  | xxxxxxxxxxxxx
|1808 |  | MUSKEGON         |  | MI |  | Fifth Third Bank              |  | xxxxxxxxxxxxx
|1810 |  | COLUMBUS         |  | OH |  | Fifth Third Bank              |  | xxxxxxxxxxxxx
|1856 |  | NORTH RIVERSIDE  |  | IL |  | Fifth Third Bank              |  | xxxxxxxxxxxxx
|1925 |  | PORTAGE          |  | MI |  | Fifth Third Bank              |  | xxxxxxxxxxxxx
|1977 |  | LOUISVILLE       |  | KY |  | Fifth Third Bank              |  | xxxxxxxxxxxxx
|1998 |  | CHICAGO          |  | IL |  | Fifth Third Bank              |  | xxxxxxxxxxxxx
|4351 |  | ROSEVILLE        |  | MI |  | Fifth Third Bank              |  | xxxxxxxxxxxxx
|338  |  | CHATTANOOGA      |  | TN |  | First Tennessee               |  | xxxxxxxxxxxxx
|557  |  | MEMPHIS          |  | TN |  | First Tennessee               |  | xxxxxxxxxxxxx
|573  |  | KNOXVILLE        |  | TN |  | First Tennessee               |  | xxxxxxxxxxxxx
|977  |  | FRANKLIN         |  | TN |  | First Tennessee               |  | xxxxxxxxxxxxx
|1128 |  | MEMPHIS          |  | TN |  | First Tennessee               |  | xxxxxxxxxxxxx
|4161 |  | JOHNSON CITY     |  | TN |  | First Tennessee               |  | xxxxxxxxxxxxx
|245  |  | MASSAPEQUA       |  | NY |  | HSBC                          |  | xxxxxxxxxxxxx
|527  |  | STATEN ISLAND    |  | NY |  | HSBC                          |  | xxxxxxxxxxxxx
|824  |  | GARDEN CITY      |  | NY |  | HSBC                          |  | xxxxxxxxxxxxx
|925  |  | MANHASSETT       |  | NY |  | HSBC                          |  | xxxxxxxxxxxxx
|1138 |  | BROOKLYN         |  | NY |  | HSBC                          |  | xxxxxxxxxxxxx
|1160 |  | HUNTINGTON       |  | NY |  | HSBC                          |  | xxxxxxxxxxxxx
|1761 |  | JOHNSON CITY     |  | NY |  | HSBC                          |  | xxxxxxxxxxxxx
|1828 |  | MIDDLETON        |  | NY |  | HSBC                          |  | xxxxxxxxxxxxx
|1972 |  | NEW YORK         |  | NY |  | HSBC                          |  | xxxxxxxxxxxxx
|3317 |  | STATEN ISLAND    |  | NY |  | HSBC                          |  | xxxxxxxxxxxxx
|63   |  | CHICAGO          |  | IL |  | JP Morgan Chase (Bank One)    |  | xxxxxxxxxxxxx
|67   |  | METAIRE          |  | LA |  | JP Morgan Chase (Bank One)    |  | xxxxxxxxxxxxx
|73   |  | NOVI             |  | MI |  | JP Morgan Chase (Bank One)    |  | xxxxxxxxxxxxx
|147  |  | GREENDALE        |  | WI |  | JP Morgan Chase (Bank One)    |  | xxxxxxxxxxxxx
|310  |  | STERLING HEIGHTS |  | MI |  | JP Morgan Chase (Bank One)    |  | xxxxxxxxxxxxx
|311  |  | TROY             |  | MI |  | JP Morgan Chase (Bank One)    |  | xxxxxxxxxxxxx
|314  |  | BATON ROUGE      |  | LA |  | JP Morgan Chase (Bank One)    |  | xxxxxxxxxxxxx



---

Mothers Work, Inc.

As of March 1, 2007



|     |  |                  |  |    |  |                                   |  |              
|---- |  | ---------------- |  | -- |  | --------------------------------- |  | -------------
|322  |  | ORLAND PARK      |  | IL |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|325  |  | AURORA           |  | IL |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|327  |  | LOMBARD          |  | IL |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|333  |  | SCHAUMBURG       |  | IL |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|502  |  | DEARBORN         |  | MI |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|508  |  | NOVI             |  | MI |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|549  |  | ARLINGTON        |  | TX |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|577  |  | APPLETON         |  | WI |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|611  |  | GURNEE           |  | IL |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|846  |  | SCHAUMBURG       |  | IL |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|854  |  | OAKBROOK         |  | IL |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|858  |  | BEAVER CREEK     |  | OH |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|894  |  | OAKBROOK         |  | IL |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|912  |  | WHEATON          |  | IL |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|932  |  | HIGHLAND PARK    |  | IL |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|973  |  | OKLAHOMA CITY    |  | OK |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|981  |  | BATON ROUGE      |  | LA |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1036 |  | HOUSTON          |  | TX |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1110 |  | BATON ROUGE      |  | LA |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1135 |  | INDIANAPOLIS     |  | IN |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1143 |  | ANN ARBOR        |  | MI |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1164 |  | DALLAS           |  | TX |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1184 |  | LAFAYETTE        |  | LA |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1230 |  | PALATINE         |  | IL |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1308 |  | OKEMOS           |  | MI |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1320 |  | KENNER           |  | LA |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1327 |  | PARMA            |  | OH |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1356 |  | BEAUMONT         |  | TX |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1358 |  | MERRILLVILLE     |  | IN |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1636 |  | HOWELL           |  | MI |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1648 |  | AURORA           |  | IL |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1658 |  | HUNTLEY          |  | IL |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1740 |  | GRAND RAPIDS     |  | MI |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1741 |  | FT. WORTH        |  | TX |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1744 |  | MANDEVILLE       |  | LA |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1764 |  | TAYLOR           |  | MI |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1782 |  | LAKE CHARLES     |  | LA |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1813 |  | PORT HURON       |  | MI |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1817 |  | FLINT            |  | MI |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1840 |  | LAFAYETTE        |  | IN |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1843 |  | CARMEL           |  | IN |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1870 |  | GREEN BAY        |  | WI |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1876 |  | TYLER            |  | TX |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1885 |  | HOUSTON          |  | TX |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1893 |  | CLARKESBURG      |  | WV |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1914 |  | HOUMA            |  | LA |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1938 |  | NILES            |  | OH |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1948 |  | MONROE           |  | LA |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1954 |  | ALEXANDRIA       |  | LA |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1956 |  | PASADENA         |  | TX |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1988 |  | WESTLAND         |  | MI |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|1990 |  | SHERMAN          |  | TX |  | JP Morgan Chase (Bank One)        |  | xxxxxxxxxxxxx
|247  |  | IRONDEQUOIT      |  | NY |  | JP Morgan Chase (Chase Manhattan) |  | xxxxxxxxxxxxx
|1168 |  | WHITE PLAINS     |  | NY |  | JP Morgan Chase (Chase Manhattan) |  | xxxxxxxxxxxxx
|156  |  | NORTH OLMSTED    |  | OH |  | Key Bank                          |  | xxxxxxxxxxxxx
|239  |  | CANTON           |  | OH |  | Key Bank                          |  | xxxxxxxxxxxxx
|332  |  | BUFFALO          |  | NY |  | Key Bank                          |  | xxxxxxxxxxxxx
|503  |  | DENVER           |  | CO |  | Key Bank                          |  | xxxxxxxxxxxxx
|593  |  | SYRACUS          |  | NY |  | Key Bank                          |  | xxxxxxxxxxxxx
|897  |  | DENVER           |  | CO |  | Key Bank                          |  | xxxxxxxxxxxxx
|1183 |  | TOLEDO           |  | OH |  | Key Bank                          |  | xxxxxxxxxxxxx
|1313 |  | COLORADO SPRINGS |  | CO |  | Key Bank                          |  | xxxxxxxxxxxxx
|1336 |  | LAYTON           |  | UT |  | Key Bank                          |  | xxxxxxxxxxxxx
|1359 |  | DAYTON           |  | OH |  | Key Bank                          |  | xxxxxxxxxxxxx
|1640 |  | LAKEWOOD         |  | CO |  | Key Bank                          |  | xxxxxxxxxxxxx
|1766 |  | BELLINGHAM       |  | WA |  | Key Bank                          |  | xxxxxxxxxxxxx
|1775 |  | IDAHO FALLS      |  | ID |  | Key Bank                          |  | xxxxxxxxxxxxx
|1911 |  | CINCINNATI       |  | OH |  | Key Bank                          |  | xxxxxxxxxxxxx
|1933 |  | BLOOMINGTON      |  | IN |  | Key Bank                          |  | xxxxxxxxxxxxx
|3053 |  | ALBANY           |  | NY |  | Key Bank                          |  | xxxxxxxxxxxxx
|353  |  | DUNDEE           |  | IL |  | La Salle Bank                     |  | xxxxxxxxxxxxx
|1189 |  | SKOKIE           |  | IL |  | La Salle Bank                     |  | xxxxxxxxxxxxx
|1398 |  | CHICAGO          |  | IL |  | La Salle Bank                     |  | xxxxxxxxxxxxx
|1882 |  | CHICAGO RIDGE    |  | IL |  | La Salle Bank                     |  | xxxxxxxxxxxxx



---

Mothers Work, Inc.

As of March 1, 2007



|     |  |                 |  |    |  |                    |  |              
|---- |  | --------------- |  | -- |  | ------------------ |  | -------------
|3002 |  | ORLAND PARK     |  | IL |  | La Salle Bank      |  | xxxxxxxxxxxxx
|246  |  | MOLINE          |  | IL |  | National City (IL) |  | xxxxxxxxxxxxx
|376  |  | VERNON HILLS    |  | IL |  | National City (IL) |  | xxxxxxxxxxxxx
|512  |  | JOLIET          |  | IL |  | National City (IL) |  | xxxxxxxxxxxxx
|765  |  | SPRINGFIELD     |  | IL |  | National City (IL) |  | xxxxxxxxxxxxx
|1318 |  | NILES           |  | IL |  | National City (IL) |  | xxxxxxxxxxxxx
|1732 |  | BLOOMINGTON     |  | IL |  | National City (IL) |  | xxxxxxxxxxxxx
|1819 |  | PEORIA          |  | IL |  | National City (IL) |  | xxxxxxxxxxxxx
|139  |  | FORT WAYNE      |  | IN |  | National City (IN) |  | xxxxxxxxxxxxx
|1383 |  | INDIANAPOLIS    |  | IN |  | National City (IN) |  | xxxxxxxxxxxxx
|1739 |  | PLAINFIELD      |  | IN |  | National City (IN) |  | xxxxxxxxxxxxx
|1799 |  | FORT WAYNE      |  | IN |  | National City (IN) |  | xxxxxxxxxxxxx
|1855 |  | HIGHLAND        |  | IN |  | National City (IN) |  | xxxxxxxxxxxxx
|249  |  | BOWLING GREEN   |  | KY |  | National City (KY) |  | xxxxxxxxxxxxx
|1887 |  | LEXINGTON       |  | KY |  | National City (KY) |  | xxxxxxxxxxxxx
|4164 |  | LEXINGTON       |  | KY |  | National City (KY) |  | xxxxxxxxxxxxx
|612  |  | BIRCH RUN       |  | MI |  | National City (MI) |  | xxxxxxxxxxxxx
|771  |  | AUBURN HILLS    |  | MI |  | National City (MI) |  | xxxxxxxxxxxxx
|904  |  | TROY            |  | MI |  | National City (MI) |  | xxxxxxxxxxxxx
|1159 |  | TROY            |  | MI |  | National City (MI) |  | xxxxxxxxxxxxx
|1354 |  | GRANDVILLE      |  | MI |  | National City (MI) |  | xxxxxxxxxxxxx
|163  |  | AKRON           |  | OH |  | National City (OH) |  | xxxxxxxxxxxxx
|1232 |  | COLUMBUS        |  | OH |  | National City (OH) |  | xxxxxxxxxxxxx
|1362 |  | YOUNGSTOWN      |  | OH |  | National City (OH) |  | xxxxxxxxxxxxx
|1794 |  | AKRON           |  | OH |  | National City (OH) |  | xxxxxxxxxxxxx
|365  |  | PITTSBURGH      |  | PA |  | National City (PA) |  | xxxxxxxxxxxxx
|653  |  | GROVE CITY      |  | PA |  | National City (PA) |  | xxxxxxxxxxxxx
|841  |  | MOUNT LEBANON   |  | PA |  | National City (PA) |  | xxxxxxxxxxxxx
|1158 |  | MONROEVILLE     |  | PA |  | National City (PA) |  | xxxxxxxxxxxxx
|1346 |  | WEST MIFFLIN    |  | PA |  | National City (PA) |  | xxxxxxxxxxxxx
|1777 |  | PITTSBURGH      |  | PA |  | National City (PA) |  | xxxxxxxxxxxxx
|1811 |  | GREENSBURG      |  | PA |  | National City (PA) |  | xxxxxxxxxxxxx
|1884 |  | MONACA          |  | PA |  | National City (PA) |  | xxxxxxxxxxxxx
|4330 |  | PITTSBURG       |  | PA |  | National City (PA) |  | xxxxxxxxxxxxx
|548  |  | CINCINNATI      |  | OH |  | US Bank (Firstar)  |  | xxxxxxxxxxxxx
|595  |  | PLEASANTON      |  | CA |  | US Bank (Firstar)  |  | xxxxxxxxxxxxx
|628  |  | WILLIAMSBURG    |  | IA |  | US Bank (Firstar)  |  | xxxxxxxxxxxxx
|913  |  | NASHVILLE       |  | TN |  | US Bank (Firstar)  |  | xxxxxxxxxxxxx
|1108 |  | HILLSBORO       |  | OR |  | US Bank (Firstar)  |  | xxxxxxxxxxxxx
|1111 |  | GENEVA          |  | IL |  | US Bank (Firstar)  |  | xxxxxxxxxxxxx
|1119 |  | LITTLE ROCK     |  | AR |  | US Bank (Firstar)  |  | xxxxxxxxxxxxx
|1152 |  | CINCINNATI      |  | OH |  | US Bank (Firstar)  |  | xxxxxxxxxxxxx
|1182 |  | BROOKFIELD      |  | WI |  | US Bank (Firstar)  |  | xxxxxxxxxxxxx
|1314 |  | WESTMINSTER     |  | CO |  | US Bank (Firstar)  |  | xxxxxxxxxxxxx
|1361 |  | ST. LOUIS       |  | MO |  | US Bank (Firstar)  |  | xxxxxxxxxxxxx
|1372 |  | SHAWNEE         |  | KS |  | US Bank (Firstar)  |  | xxxxxxxxxxxxx
|1625 |  | OSHKOSH         |  | WI |  | US Bank (Firstar)  |  | xxxxxxxxxxxxx
|1662 |  | KANSAS CITY     |  | KS |  | US Bank (Firstar)  |  | xxxxxxxxxxxxx
|1733 |  | PADUCAH         |  | KY |  | US Bank (Firstar)  |  | xxxxxxxxxxxxx
|1829 |  | MADISON         |  | WI |  | US Bank (Firstar)  |  | xxxxxxxxxxxxx
|1860 |  | INDEPENDENCE    |  | MO |  | US Bank (Firstar)  |  | xxxxxxxxxxxxx
|1915 |  | ROCKFORD        |  | IL |  | US Bank (Firstar)  |  | xxxxxxxxxxxxx
|4149 |  | WAUSAU          |  | WI |  | US Bank (Firstar)  |  | xxxxxxxxxxxxx
|4210 |  | KENNEWICK       |  | WA |  | US Bank (Firstar)  |  | xxxxxxxxxxxxx
|37   |  | BETHSEDA        |  | MD |  | Wachovia           |  | xxxxxxxxxxxxx
|231  |  | N. WALES        |  | PA |  | Wachovia           |  | xxxxxxxxxxxxx
|238  |  | WINSTON-SALEM   |  | NC |  | Wachovia           |  | xxxxxxxxxxxxx
|345  |  | ANNAPOLIS       |  | MD |  | Wachovia           |  | xxxxxxxxxxxxx
|360  |  | FORT MYERS      |  | FL |  | Wachovia           |  | xxxxxxxxxxxxx
|377  |  | LANCASTER       |  | PA |  | Wachovia           |  | xxxxxxxxxxxxx
|398  |  | EDISON          |  | NJ |  | Wachovia           |  | xxxxxxxxxxxxx
|476  |  | GREENSBORO      |  | NC |  | Wachovia           |  | xxxxxxxxxxxxx
|491  |  | BETHSEDA        |  | MD |  | Wachovia           |  | xxxxxxxxxxxxx
|495  |  | WHEATON         |  | MD |  | Wachovia           |  | xxxxxxxxxxxxx
|522  |  | KING OF PRUSSIA |  | PA |  | Wachovia           |  | xxxxxxxxxxxxx
|523  |  | PHILADELPHIA    |  | PA |  | Wachovia           |  | xxxxxxxxxxxxx
|529  |  | AUGUSTA         |  | GA |  | Wachovia           |  | xxxxxxxxxxxxx
|556  |  | EATONTOWN       |  | NJ |  | Wachovia           |  | xxxxxxxxxxxxx
|564  |  | RICHMOND        |  | VA |  | Wachovia           |  | xxxxxxxxxxxxx
|598  |  | WILLOW GROVE    |  | PA |  | Wachovia           |  | xxxxxxxxxxxxx
|603  |  | PRINCE WILLIAMS |  | VA |  | Wachovia           |  | xxxxxxxxxxxxx
|618  |  | VERO BEACH      |  | FL |  | Wachovia           |  | xxxxxxxxxxxxx
|625  |  | ST. AUGUSTINE   |  | FL |  | Wachovia           |  | xxxxxxxxxxxxx
|642  |  | LANCASTER       |  | PA |  | Wachovia           |  | xxxxxxxxxxxxx



---

Mothers Work, Inc.

As of March 1, 2007



|     |  |                  |  |    |  |             |  |              
|---- |  | ---------------- |  | -- |  | ----------- |  | -------------
|644  |  | WESTBROOK        |  | CT |  | Wachovia    |  | xxxxxxxxxxxxx
|646  |  | JACKSON          |  | NJ |  | Wachovia    |  | xxxxxxxxxxxxx
|764  |  | CHESAPEAKE       |  | VA |  | Wachovia    |  | xxxxxxxxxxxxx
|766  |  | HARRISBURG       |  | PA |  | Wachovia    |  | xxxxxxxxxxxxx
|865  |  | SHORT HILLS      |  | NJ |  | Wachovia    |  | xxxxxxxxxxxxx
|923  |  | MCLEAN           |  | VA |  | Wachovia    |  | xxxxxxxxxxxxx
|926  |  | SHORT HILLS      |  | NJ |  | Wachovia    |  | xxxxxxxxxxxxx
|929  |  | BAL HARBOUR      |  | FL |  | Wachovia    |  | xxxxxxxxxxxxx
|938  |  | ATLANTA          |  | GA |  | Wachovia    |  | xxxxxxxxxxxxx
|950  |  | KING OF PRUSSIA  |  | PA |  | Wachovia    |  | xxxxxxxxxxxxx
|979  |  | MERIDEN          |  | CT |  | Wachovia    |  | xxxxxxxxxxxxx
|1113 |  | WEST NYACK       |  | NY |  | Wachovia    |  | xxxxxxxxxxxxx
|1130 |  | WESTFIELD        |  | NJ |  | Wachovia    |  | xxxxxxxxxxxxx
|1131 |  | MARIETTA         |  | GA |  | Wachovia    |  | xxxxxxxxxxxxx
|1139 |  | PALM BEACH       |  | FL |  | Wachovia    |  | xxxxxxxxxxxxx
|1141 |  | DANBURY          |  | CT |  | Wachovia    |  | xxxxxxxxxxxxx
|1144 |  | PHILADELPHIA     |  | PA |  | Wachovia    |  | xxxxxxxxxxxxx
|1148 |  | NEWARK           |  | DE |  | Wachovia    |  | xxxxxxxxxxxxx
|1169 |  | MIAMI            |  | FL |  | Wachovia    |  | xxxxxxxxxxxxx
|1229 |  | BUFORD           |  | GA |  | Wachovia    |  | xxxxxxxxxxxxx
|1261 |  | GLEN MILLS       |  | PA |  | Wachovia    |  | xxxxxxxxxxxxx
|1298 |  | GREENSBORO       |  | NC |  | Wachovia    |  | xxxxxxxxxxxxx
|1299 |  | RICHMOND         |  | VA |  | Wachovia    |  | xxxxxxxxxxxxx
|1312 |  | WATERBURY        |  | CT |  | Wachovia    |  | xxxxxxxxxxxxx
|1337 |  | BENSALEM         |  | PA |  | Wachovia    |  | xxxxxxxxxxxxx
|1344 |  | DOUGLASVILLE     |  | GA |  | Wachovia    |  | xxxxxxxxxxxxx
|1352 |  | PLYMOUTH MEETING |  | PA |  | Wachovia    |  | xxxxxxxxxxxxx
|1353 |  | WOODBRIDGE       |  | NJ |  | Wachovia    |  | xxxxxxxxxxxxx
|1363 |  | COLUMBUS         |  | GA |  | Wachovia    |  | xxxxxxxxxxxxx
|1373 |  | BUFORD           |  | GA |  | Wachovia    |  | xxxxxxxxxxxxx
|1386 |  | MOORESTOWN       |  | NJ |  | Wachovia    |  | xxxxxxxxxxxxx
|1388 |  | BOCA RATON       |  | FL |  | Wachovia    |  | xxxxxxxxxxxxx
|1394 |  | POUGHKEEPSIE     |  | NY |  | Wachovia    |  | xxxxxxxxxxxxx
|1610 |  | REHOBOTH         |  | DE |  | Wachovia    |  | xxxxxxxxxxxxx
|1611 |  | BOAZ             |  | AL |  | Wachovia    |  | xxxxxxxxxxxxx
|1630 |  | LEESBURG         |  | VA |  | Wachovia    |  | xxxxxxxxxxxxx
|1631 |  | LAWRENCEVILLE    |  | GA |  | Wachovia    |  | xxxxxxxxxxxxx
|1632 |  | SMITHFIELD       |  | NC |  | Wachovia    |  | xxxxxxxxxxxxx
|1702 |  | WHITEHALL        |  | PA |  | Wachovia    |  | xxxxxxxxxxxxx
|1703 |  | DOVER            |  | DE |  | Wachovia    |  | xxxxxxxxxxxxx
|1706 |  | ROCKY MOUNT      |  | NC |  | Wachovia    |  | xxxxxxxxxxxxx
|1711 |  | FT. LAUDERDALE   |  | FL |  | Wachovia    |  | xxxxxxxxxxxxx
|1713 |  | CAMP HILL        |  | PA |  | Wachovia    |  | xxxxxxxxxxxxx
|1729 |  | YORK             |  | PA |  | Wachovia    |  | xxxxxxxxxxxxx
|1746 |  | EXTON            |  | PA |  | Wachovia    |  | xxxxxxxxxxxxx
|1778 |  | WILKES-BARRE     |  | PA |  | Wachovia    |  | xxxxxxxxxxxxx
|1786 |  | FAYETTEVILLE     |  | NC |  | Wachovia    |  | xxxxxxxxxxxxx
|1826 |  | RALEIGH          |  | NC |  | Wachovia    |  | xxxxxxxxxxxxx
|1847 |  | NAPLES           |  | FL |  | Wachovia    |  | xxxxxxxxxxxxx
|1849 |  | YORKTOWN HEIGHTS |  | NY |  | Wachovia    |  | xxxxxxxxxxxxx
|1857 |  | N CHARLESTON     |  | SC |  | Wachovia    |  | xxxxxxxxxxxxx
|1879 |  | HIALEAH          |  | FL |  | Wachovia    |  | xxxxxxxxxxxxx
|1883 |  | HICKORY          |  | NC |  | Wachovia    |  | xxxxxxxxxxxxx
|1894 |  | PHILLIPSBURG     |  | NJ |  | Wachovia    |  | xxxxxxxxxxxxx
|1910 |  | CHESAPEAKE       |  | VA |  | Wachovia    |  | xxxxxxxxxxxxx
|1921 |  | DEPTFORD         |  | NJ |  | Wachovia    |  | xxxxxxxxxxxxx
|1940 |  | EAST POINT       |  | GA |  | Wachovia    |  | xxxxxxxxxxxxx
|1947 |  | MANASSAS         |  | VA |  | Wachovia    |  | xxxxxxxxxxxxx
|1952 |  | MYRTLE BEACH     |  | SC |  | Wachovia    |  | xxxxxxxxxxxxx
|1974 |  | ATHENS           |  | GA |  | Wachovia    |  | xxxxxxxxxxxxx
|1991 |  | WINCHESTER       |  | VA |  | Wachovia    |  | xxxxxxxxxxxxx
|3111 |  | WILLOW GROVE     |  | PA |  | Wachovia    |  | xxxxxxxxxxxxx
|3230 |  | WOODBRIDGE       |  | NJ |  | Wachovia    |  | xxxxxxxxxxxxx
|4135 |  | MELBOURNE        |  | FL |  | Wachovia    |  | xxxxxxxxxxxxx
|4198 |  | ST. PETERSBURG   |  | FL |  | Wachovia    |  | xxxxxxxxxxxxx
|4368 |  | SAVANNAH         |  | GA |  | Wachovia    |  | xxxxxxxxxxxxx
|4384 |  | NEWPORT NEWS     |  | VA |  | Wachovia    |  | xxxxxxxxxxxxx
|47   |  | LOS ANGELES      |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|110  |  | CORALVILLE       |  | IA |  | Wells Fargo |  | xxxxxxxxxxxxx
|180  |  | SEATTLE          |  | WA |  | Wells Fargo |  | xxxxxxxxxxxxx
|200  |  | OMAHA            |  | NE |  | Wells Fargo |  | xxxxxxxxxxxxx
|248  |  | EL CAJON         |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|304  |  | MESA             |  | AZ |  | Wells Fargo |  | xxxxxxxxxxxxx
|315  |  | MISSOULA         |  | MT |  | Wells Fargo |  | xxxxxxxxxxxxx



---

Mothers Work, Inc.

As of March 1, 2007



|     |  |                  |  |    |  |             |  |              
|---- |  | ---------------- |  | -- |  | ----------- |  | -------------
|329  |  | TACOMA           |  | WA |  | Wells Fargo |  | xxxxxxxxxxxxx
|340  |  | NEWARK           |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|344  |  | MIDLAND          |  | TX |  | Wells Fargo |  | xxxxxxxxxxxxx
|352  |  | EUGENE           |  | OR |  | Wells Fargo |  | xxxxxxxxxxxxx
|364  |  | ESCONDIDO        |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|370  |  | HUMBLE           |  | TX |  | Wells Fargo |  | xxxxxxxxxxxxx
|373  |  | NATIONAL CITY    |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|391  |  | HOUSTON          |  | TX |  | Wells Fargo |  | xxxxxxxxxxxxx
|393  |  | RIVERSIDE        |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|394  |  | WESTMINISTER     |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|428  |  | MADISON          |  | WI |  | Wells Fargo |  | xxxxxxxxxxxxx
|429  |  | ORANGE           |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|443  |  | RENO             |  | NV |  | Wells Fargo |  | xxxxxxxxxxxxx
|455  |  | DALY CITY        |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|458  |  | COLORADO SPRINGS |  | CO |  | Wells Fargo |  | xxxxxxxxxxxxx
|462  |  | MURRAY           |  | UT |  | Wells Fargo |  | xxxxxxxxxxxxx
|465  |  | OREM             |  | UT |  | Wells Fargo |  | xxxxxxxxxxxxx
|482  |  | MINNETONKA       |  | MN |  | Wells Fargo |  | xxxxxxxxxxxxx
|506  |  | BOISE            |  | ID |  | Wells Fargo |  | xxxxxxxxxxxxx
|509  |  | SAN DIEGO        |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|516  |  | PHOENIX          |  | AZ |  | Wells Fargo |  | xxxxxxxxxxxxx
|526  |  | OMAHA            |  | NE |  | Wells Fargo |  | xxxxxxxxxxxxx
|547  |  | MONTCLAIR        |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|555  |  | SUGARLAND        |  | TX |  | Wells Fargo |  | xxxxxxxxxxxxx
|560  |  | PORTLAND         |  | OR |  | Wells Fargo |  | xxxxxxxxxxxxx
|610  |  | CASTLE ROCK      |  | CO |  | Wells Fargo |  | xxxxxxxxxxxxx
|613  |  | CONROE           |  | TX |  | Wells Fargo |  | xxxxxxxxxxxxx
|616  |  | PETALUMA         |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|622  |  | PHOENIX          |  | AZ |  | Wells Fargo |  | xxxxxxxxxxxxx
|636  |  | CABAZON          |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|637  |  | CAMARILLO        |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|645  |  | AUBURN           |  | WA |  | Wells Fargo |  | xxxxxxxxxxxxx
|656  |  | CARLSBAD         |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|658  |  | MILPITAS         |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|733  |  | RAPID CITY       |  | SD |  | Wells Fargo |  | xxxxxxxxxxxxx
|767  |  | PROVO            |  | UT |  | Wells Fargo |  | xxxxxxxxxxxxx
|801  |  | SAN DIEGO        |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|809  |  | PORTLAND         |  | OR |  | Wells Fargo |  | xxxxxxxxxxxxx
|830  |  | SACREMENTO       |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|845  |  | SALT LAKE CITY   |  | UT |  | Wells Fargo |  | xxxxxxxxxxxxx
|859  |  | EDINA            |  | MN |  | Wells Fargo |  | xxxxxxxxxxxxx
|860  |  | SAN MATEO        |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|940  |  | EDINA            |  | MN |  | Wells Fargo |  | xxxxxxxxxxxxx
|942  |  | PHOENIX          |  | AZ |  | Wells Fargo |  | xxxxxxxxxxxxx
|943  |  | SAN FRANCISCO    |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|946  |  | HOUSTON          |  | TX |  | Wells Fargo |  | xxxxxxxxxxxxx
|980  |  | PALMDALE         |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|984  |  | VANCOUVER        |  | WA |  | Wells Fargo |  | xxxxxxxxxxxxx
|1107 |  | BURLINGAME       |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|1161 |  | BREA             |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|1190 |  | MCALLEN          |  | TX |  | Wells Fargo |  | xxxxxxxxxxxxx
|1233 |  | BROOMFIELD       |  | CO |  | Wells Fargo |  | xxxxxxxxxxxxx
|1297 |  | EMERYVILLE       |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|1339 |  | ANCHORAGE        |  | AK |  | Wells Fargo |  | xxxxxxxxxxxxx
|1345 |  | CEDAR PARK       |  | TX |  | Wells Fargo |  | xxxxxxxxxxxxx
|1349 |  | REDONDO BEACH    |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|1367 |  | RANCHO CUCAMONGA |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|1368 |  | ANAHEIM          |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|1370 |  | LA MESA          |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|1371 |  | SALINAS          |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|1374 |  | CHINO            |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|1384 |  | LAREDO           |  | TX |  | Wells Fargo |  | xxxxxxxxxxxxx
|1389 |  | VENTURA          |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|1392 |  | NOVATO           |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|1399 |  | LITTLETON        |  | CO |  | Wells Fargo |  | xxxxxxxxxxxxx
|1612 |  | ONTARIO          |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|1634 |  | PARK CITY        |  | UT |  | Wells Fargo |  | xxxxxxxxxxxxx
|1647 |  | LAS VEGAS        |  | NV |  | Wells Fargo |  | xxxxxxxxxxxxx
|1651 |  | TROUTDALE        |  | OR |  | Wells Fargo |  | xxxxxxxxxxxxx
|1652 |  | FOLSOM           |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx
|1700 |  | LAS VEGAS        |  | NV |  | Wells Fargo |  | xxxxxxxxxxxxx
|1723 |  | ROCHESTER        |  | MN |  | Wells Fargo |  | xxxxxxxxxxxxx
|1736 |  | BROWNSVILLE      |  | TX |  | Wells Fargo |  | xxxxxxxxxxxxx
|1765 |  | ROSEVILLE        |  | CA |  | Wells Fargo |  | xxxxxxxxxxxxx



---

Mothers Work, Inc.

As of March 1, 2007



|     |  |                             |  |    |  |                  |  |              
|---- |  | --------------------------- |  | -- |  | ---------------- |  | -------------
|1767 |  | LINCOLN                     |  | NE |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1768 |  | MISHAWAKA                   |  | IN |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1781 |  | SIOUX FALLS                 |  | SD |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1800 |  | WOODBURY                    |  | MN |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1823 |  | ST. PAUL                    |  | MN |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1838 |  | SEATTLE                     |  | WA |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1869 |  | DULUTH                      |  | MN |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1878 |  | FT. COLLINS                 |  | CO |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1899 |  | OGDEN                       |  | UT |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1902 |  | BURLESON                    |  | TX |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1903 |  | HAYWARD                     |  | CA |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1907 |  | SAN LUIS OBISPO             |  | CA |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1924 |  | PORT ARTHUR                 |  | TX |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1928 |  | MEDFORD                     |  | OR |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1935 |  | LAKEWOOD                    |  | WA |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1937 |  | GREENWOOD VILLAGE           |  | CO |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1942 |  | COON RAPIDS                 |  | MN |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1950 |  | CEDAR HILL                  |  | TX |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1957 |  | CULVER CITY                 |  | CA |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1982 |  | FARMINGTON                  |  | NM |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1983 |  | LOGAN                       |  | UT |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1984 |  | CASPER                      |  | WY |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1987 |  | ST. GEORGE                  |  | UT |  | Wells Fargo      |  | xxxxxxxxxxxxx
|1995 |  | GRAND JUNCTION              |  | CO |  | Wells Fargo      |  | xxxxxxxxxxxxx
|4001 |  | TWIN FALLS                  |  | ID |  | Wells Fargo      |  | xxxxxxxxxxxxx
|4027 |  | WALNUT CREEK                |  | CA |  | Wells Fargo      |  | xxxxxxxxxxxxx
|4093 |  | OMAHA                       |  | NE |  | Wells Fargo      |  | xxxxxxxxxxxxx
|4099 |  | LITTLETON                   |  | CO |  | Wells Fargo      |  | xxxxxxxxxxxxx
|4145 |  | BILLINGS                    |  | MT |  | Wells Fargo      |  | xxxxxxxxxxxxx
|4146 |  | YUMA                        |  | AZ |  | Wells Fargo      |  | xxxxxxxxxxxxx
|4156 |  | RACINE                      |  | WI |  | Wells Fargo      |  | xxxxxxxxxxxxx
|4172 |  | EL CENTRO                   |  | CA |  | Wells Fargo      |  | xxxxxxxxxxxxx
|4201 |  | SIOUX CITY                  |  | IA |  | Wells Fargo      |  | xxxxxxxxxxxxx
|4205 |  | ROSEDALE                    |  | MN |  | Wells Fargo      |  | xxxxxxxxxxxxx
|4209 |  | MANKATO                     |  | MN |  | Wells Fargo      |  | xxxxxxxxxxxxx
|4367 |  | BURNSVILLE                  |  | MN |  | Wells Fargo      |  | xxxxxxxxxxxxx
|4394 |  | SANDY                       |  | UT |  | Wells Fargo      |  | xxxxxxxxxxxxx
|3819 |  | BRAMPTON                    |  | ON |  | Bank of Montreal |  | xxxxxxxxxxxxx
|3867 |  | EDMONTON                    |  | AB |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4802 |  | THORNHILL                   |  | ON |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4804 |  | NEPEAN                      |  | ON |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4805 |  | EDMONTON                    |  | AB |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4808 |  | EDMONTON                    |  | AB |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4811 |  | SURREY                      |  | BC |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4812 |  | MISSISSAUGA                 |  | ON |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4813 |  | TORONTO                     |  | ON |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4814 |  | LAVAL                       |  | QU |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4816 |  | OTTAWA                      |  | ON |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4817 |  | NEWMARKET                   |  | ON |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4820 |  | ST. CATHARINES              |  | ON |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4821 |  | HAMILTON                    |  | ON |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4822 |  | PICKERING                   |  | ON |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4824 |  | KELOWNA                     |  | BC |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4825 |  | EDMONTON                    |  | AB |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4826 |  | KITCHENER                   |  | ON |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4827 |  | HALIFAX                     |  | NS |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4828 |  | LONDON                      |  | ON |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4829 |  | WEST VANCOUVER              |  | BC |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4831 |  | MONCTON                     |  | NB |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4832 |  | REGINA                      |  | SK |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4833 |  | COQUITLAM                   |  | BC |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4835 |  | VANCOUVER                   |  | BC |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4837 |  | SUDBURY                     |  | ON |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4838 |  | SASKATOON                   |  | SK |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4839 |  | WINNIPEG                    |  | MB |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4840 |  | CALGARY                     |  | AB |  | Bank of Montreal |  | xxxxxxxxxxxxx
|4841 |  | CALGARY                     |  | AB |  | Bank of Montreal |  | xxxxxxxxxxxxx
|     |  |                             |  |   
|728  |  | TOTAL - Consolidated stores |  |    |  |                  |  |              



|* | actual bank account numbers not disclosed
|- | -----------------------------------------



---

Mothers Work, Inc.

As of March 1, 2007

NON-CONSOLIDATED DEPOSITORY BANK ACCOUNTS



|      |  |              |  |       |  |                                  |  |                                     |  |                           |           |    |  |  |       |  |  |  |               | 
|----- |  | ------------ |  | ----- |  | -------------------------------- |  | ----------------------------------- |  | ------------------------- | --------- | -- |  |  | ----- |  |  |  | ------------- | 
|STORE |  | CITY         |  | STATE |  | BANK NAME                        |  | BANK ADDRESS                        |  |                           | ACCOUNT # |   
|126   |  | LEAWOOD      |  | KS    |  | Valley View Bank                 |  | 7500 West 95th St                   |  | Overland Park             |           | KS |  |  | 66212 |  |  |  | xxxxxxxxxxxxx | 
|176   |  | MAYS LANDING |  | NJ    |  | PNC Bank                         |  | 4448 Black Horse Pike               |  | Mays Landing              |           | NJ |  |  | 08330 |  |  |  | xxxxxxxxxxxxx | 
|356   |  | FAIRFAX      |  | VA    |  | Suntrust Bank                    |  | 13033 Lee Jackson Memorial Highway  |  | Fairfax                   |           | VA |  |  | 22033 |  |  |  | xxxxxxxxxxxxx | 
|372   |  | WICHITA      |  | KS    |  | Southwest National Bank          |  | 454 S Tracy                         |  | Wichita                   |           | KS |  |  | 67202 |  |  |  | xxxxxxxxxxxxx | 
|390   |  | AIEA         |  | HI    |  | American Savings                 |  | 98-200 Kamehameha Why               |  | Aiea                      |           | HI |  |  | 96701 |  |  |  | xxxxxxxxxxxxx | 
|492   |  | MCLEAN       |  | VA    |  | Chevy Chase                      |  | P.O. Box 1296                       |  | Laurel                    |           | MD |  |  | 20707 |  |  |  | xxxxxxxxxxxxx | 
|500   |  | SPRINGFILED  |  | VA    |  | Chevy Chase                      |  | 6609 Springfield Mall               |  | Springfield               |           | Va |  |  | 22150 |  |  |  | xxxxxxxxxxxxx | 
|537   |  | BLOOMINGTON  |  | MN    |  | Highland Bank                    |  | 322 West Market                     |  | Bloomington               |           | MN |  |  | 55425 |  |  |  | xxxxxxxxxxxxx | 
|550   |  | CHERRY HILL  |  | NJ    |  | Commerce Bank                    |  | 1701 Rt 70 East                     |  | Cherry Hill               |           | NJ |  |  | 08034 |  |  |  | xxxxxxxxxxxxx | 
|568   |  | SPRINGFIELD  |  | PA    |  | Citizens Bank                    |  | 1250 Baltimore Pike                 |  | Springfield               |           | PA |  |  | 19064 |  |  |  | xxxxxxxxxxxxx | 
|579   |  | WALDORF      |  | MD    |  | M&T                              |  | 25 S Charles St                     |  | Baltimore                 |           | MD |  |  | 21201 |  |  |  | xxxxxxxxxxxxx | 
|597   |  | VICTOR       |  | NY    |  | Canadaigua National Bank & Trust |  | 72 S Main St                        |  | Canadaigua                |           | NY |  |  | 14424 |  |  |  | xxxxxxxxxxxxx | 
|600   |  | PHILADELPHIA |  | PA    |  | Citizens Bank                    |  | 1881 Street Rd                      |  | Bensalem                  |           | PA |  |  | 19020 |  |  |  | xxxxxxxxxxxxx | 
|621   |  | DARIEN       |  | GA    |  | Southeastern Bank                |  | 1010 Northway St.                   |  | Darien                    |           | GA |  |  | 31305 |  |  |  | xxxxxxxxxxxxx | 
|624   |  | OSAGE BEACH  |  | MO    |  | First Bank of the Lake           |  | 4558 Hwy 54, Ste 100                |  | Osage Beach               |           | MO |  |  | 65065 |  |  |  | xxxxxxxxxxxxx | 
|627   |  | COMMERCE     |  | GA    |  | Regions Bank                     |  | 2123 Elm St.                        |  | Commerce                  |           | GA |  |  | 30529 |  |  |  | xxxxxxxxxxxxx | 
|630   |  | EDINBURGH    |  | IN    |  | First Community Bank & Trust     |  | P.O. Box 38                         |  | Edinburgh                 |           | IN |  |  | 46124 |  |  |  | xxxxxxxxxxxxx | 
|643   |  | WAYNE        |  | NJ    |  | Valley National Bank             |  | 1345 Willowbrook Mall               |  | Wayne                     |           | NJ |  |  | 07470 |  |  |  | xxxxxxxxxxxxx | 
|647   |  | CHICAGO      |  | IL    |  | Mid America Bank                 |  | 55th & Holmes                       |  | Clarendon Hill            |           | IL |  |  | 60514 |  |  |  | xxxxxxxxxxxxx | 
|649   |  | DAWSONVILLE  |  | GA    |  | United Community Bank            |  | P.O. Box 159                        |  | Dawsonville               |           | GA |  |  | 30534 |  |  |  | xxxxxxxxxxxxx | 
|732   |  | AUBURN       |  | MA    |  | Sovereign Bank                   |  | 376 Southridge Rd                   |  | Auburn                    |           | MA |  |  | 01501 |  |  |  | xxxxxxxxxxxxx | 
|748   |  | CHARLESTOWN  |  | WV    |  | BB&T Bank                        |  | Town Center Mall, Ste 1117          |  | Charleston                |           | WV |  |  | 25389 |  |  |  | xxxxxxxxxxxxx | 
|770   |  | HAGERSTOWN   |  | MD    |  | The Fidelity Bank                |  | 1700 Dual Highway                   |  | Hagerstown                |           | MD |  |  | 21740 |  |  |  | xxxxxxxxxxxxx | 
|787   |  | NEWINGTON    |  | NH    |  | Bank of New Hampshire            |  | 2033 Woodbury Ave                   |  | Newington                 |           | NH |  |  | 3801  |  |  |  | xxxxxxxxxxxxx | 
|811   |  | HOUSTON      |  | TX    |  | Laredo National Bank             |  | 5085 Westheimer, Ste 400            |  | Houston                   |           | TX |  |  | 77056 |  |  |  | xxxxxxxxxxxxx | 
|821   |  | BETHSEDA     |  | MD    |  | Chevy Chase Bank                 |  | 11301 Rockville Pike                |  | Kensington                |           | MD |  |  | 20895 |  |  |  | xxxxxxxxxxxxx | 
|876   |  | ATLANTA      |  | GA    |  | Suntrust Bank                    |  | 3393 Peachtree Rd                   |  | Atlanta                   |           | Ga |  |  | 30326 |  |  |  | xxxxxxxxxxxxx | 
|922   |  | ARLINGTON    |  | VA    |  | Chevy Chase Bank                 |  | P.O. Box 1296                       |  | Laurel                    |           | MD |  |  | 20707 |  |  |  | xxxxxxxxxxxxx | 
|933   |  | CHICAGO      |  | IL    |  | Northern Trust Bank              |  | 120 East Oak St                     |  | Chicago                   |           | IL |  |  | 60611 |  |  |  | xxxxxxxxxxxxx | 
|988   |  | MEDIA        |  | PA    |  | Citizens Bank                    |  | 1055 W Baltimore Pike               |  | Media.                    |           | PA |  |  | 19063 |  |  |  | xxxxxxxxxxxxx | 
|1035  |  | WAYNE        |  | NJ    |  | Valley National Bank             |  | 1445 Valley Road                    |  | Wayne                     |           | NJ |  |  | 07470 |  |  |  | xxxxxxxxxxxxx | 
|1126  |  | EDGEWATER    |  | NJ    |  | Valley National Bank             |  | 1445 Valley Road                    |  | Wayne                     |           | NJ |  |  | 07470 |  |  |  | xxxxxxxxxxxxx | 
|1146  |  | PEABODY      |  | MA    |  | BankNorth                        |  | PO Box 1377                         |  | Lewiston                  |           | ME |  |  | 04243 |  |  |  | xxxxxxxxxxxxx | 
|1303  |  | ALTOONA      |  | PA    |  | First Commonwealth               |  | Goods Lane & Plank Road             |  | Altoona                   |           | PA |  |  | 16602 |  |  |  | xxxxxxxxxxxxx | 
|1317  |  | DULLES       |  | VA    |  | Chevy Chase Bank                 |  | 21100 Dulles Town Circle, Ste 154   |  | Dulles                    |           | VA |  |  | 20166 |  |  |  | xxxxxxxxxxxxx | 
|1321  |  | BAYAMON      |  | PR    |  | R-G Premier Bank                 |  | 280 Jesus T Pinero Ave, PO Box 2510 |  | Guaynabo                  |           | PR |  |  | 00970 |  |  |  | xxxxxxxxxxxxx | 
|1325  |  | CHEYENNE     |  | WY    |  | Community First                  |  | 1515 Del Range Blvd                 |  | Cheyenne                  |           | WY |  |  | 82009 |  |  |  | xxxxxxxxxxxxx | 
|1326  |  | BISMARCK     |  | ND    |  | Kirkwood Bank & Trust            |  | P.O. Box 6089                       |  | 919 South 7th St. Bismark |           | ND |  |  | 58506 |  |  |  | xxxxxxxxxxxxx | 
|1342  |  | CAROLINA     |  | PR    |  | R-G Premier Bank                 |  | 280 Jesus T Pinero Ave, PO Box 2510 |  | Guaynabo                  |           | PR |  |  | 00970 |  |  |  | xxxxxxxxxxxxx | 
|1343  |  | HYATTSVILLE  |  | MD    |  | Suntrust Bank                    |  | 3500 East-West Hwy                  |  | Hyattsville               |           | MD |  |  | 20782 |  |  |  | xxxxxxxxxxxxx | 
|1605  |  | CONCORD      |  | NC    |  | First Citizens Bank              |  | P.O. Box 3366                       |  | Concord                   |           | NC |  |  | 28025 |  |  |  | xxxxxxxxxxxxx | 
|1618  |  | SEVIERVILLE  |  | TN    |  | BB&T                             |  | 186 Collier Dr                      |  | Sieverville               |           | TN |  |  | 37862 |  |  |  | xxxxxxxxxxxxx | 
|1622  |  | CANOVANAS    |  | PR    |  | Flexicuent                       |  | Carr. 3 Esq. Carr 185               |  | Canovanas                 |           | PR |  |  | 00729 |  |  |  | xxxxxxxxxxxxx | 
|1626  |  | ALBERTVILLE  |  | MN    |  | Premier Bank Minnesota           |  | 11055 61st St. N.E.                 |  | Albertville               |           | MN |  |  | 55301 |  |  |  | xxxxxxxxxxxxx | 
|1627  |  | WATERLOO     |  | NY    |  | National Bank of Geneva          |  | 2 Seneca St, P.O. Box 193           |  | Geneva                    |           | NY |  |  | 14456 |  |  |  | xxxxxxxxxxxxx | 
|1633  |  | WAIPAHU      |  | HI    |  | Bank of Hawaii                   |  | 94-817 Lumiania St                  |  | Waipahu                   |           | HI |  |  | 96797 |  |  |  | xxxxxxxxxxxxx | 



---

Mothers Work, Inc.

As of March 1, 2007

NON-CONSOLIDATED DEPOSITORY BANK ACCOUNTS



|      |  |                          |  |       |  |                             |  |                                     |  |                 |           |    |  |  |        |  |  |  |               | 
|----- |  | ------------------------ |  | ----- |  | --------------------------- |  | ----------------------------------- |  | --------------- | --------- | -- |  |  | ------ |  |  |  | ------------- | 
|STORE |  | CITY                     |  | STATE |  | BANK NAME                   |  | BANK ADDRESS                        |  |                 | ACCOUNT # |   
|1635  |  | TANNERSVILLE             |  | PA    |  | Citizens Bank               |  | Rts 611 & 715                       |  | Tannersville    |           | PA |  |  | 18372  |  |  |  | xxxxxxxxxxxxx | 
|1642  |  | JOHNSON CREEK            |  | WI    |  | Premier Bank                |  | 100 Grell Lane                      |  | Johnson Creek   |           | WI |  |  | 53038  |  |  |  | xxxxxxxxxxxxx | 
|1655  |  | BURBANK                  |  | OH    |  | First Merit Bank            |  | 295 FirstMerit Circle               |  | Akron           |           | OH |  |  | 44307  |  |  |  | xxxxxxxxxxxxx | 
|1656  |  | HILTON HEAD              |  | SC    |  | South Carolina Bank & Trust |  | PO Box 1287                         |  | Orangeburg      |           | SC |  |  | 29116  |  |  |  | xxxxxxxxxxxxx | 
|1657  |  | OCEAN CITY               |  | MD    |  | Bank of Ocean City          |  | PO Box 150                          |  | Ocean City      |           | MD |  |  | 21843  |  |  |  | xxxxxxxxxxxxx | 
|1708  |  | WACO                     |  | TX    |  | American Bank               |  | P.O. Box 154068                     |  | Waco            |           | TX |  |  | 76715  |  |  |  | xxxxxxxxxxxxx | 
|1747  |  | KILLEEN                  |  | TX    |  | First National Bank (TX)    |  | PO Box 937                          |  | Killeen         |           | TX |  |  | 76540  |  |  |  | xxxxxxxxxxxxx | 
|1752  |  | KAULUI                   |  | HI    |  | American Savings Bank       |  | 275 Kaahumanu Ave                   |  | Kahului         |           | HI |  |  | 96732  |  |  |  | xxxxxxxxxxxxx | 
|1758  |  | LONGVIEW                 |  | TX    |  | Guaranty Bank               |  | 3480 McCann Rd                      |  | Longview        |           | TX |  |  | 75606  |  |  |  | xxxxxxxxxxxxx | 
|1803  |  | HATILLO                  |  | PR    |  | Flexicuent                  |  | 128 Ave. Roosevelt                  |  | Hatillo         |           | PR |  |  | 00659  |  |  |  | xxxxxxxxxxxxx | 
|1825  |  | SOUTH BURLINGTON         |  | VT    |  | Chittenden Bank             |  | 99 Dorset St                        |  | S Burlington    |           | VT |  |  | 05403  |  |  |  | xxxxxxxxxxxxx | 
|1830  |  | MAYAGUEZ                 |  | PR    |  | Flexicuent                  |  | Cento Comercial Mayaguez Mall       |  | Mayaguez        |           | PR |  |  | 00680  |  |  |  | xxxxxxxxxxxxx | 
|1859  |  | ERIE                     |  | PA    |  | First National Bank         |  | 4140 E State St                     |  | Hermitage       |           | PA |  |  | 16148  |  |  |  | xxxxxxxxxxxxx | 
|1908  |  | SAN JUAN                 |  | PR    |  | R-G Premier Bank            |  | 280 Jesus T Pinero Ave, PO Box 2510 |  | Guaynabo        |           | PR |  |  | 00970  |  |  |  | xxxxxxxxxxxxx | 
|1920  |  | FORT SMITH               |  | AR    |  | Bancorp South               |  | 2910 West Jackson Street            |  | Tupelo          |           | MS |  |  | 38801  |  |  |  | xxxxxxxxxxxxx | 
|1922  |  | TEXARKANA                |  | TX    |  | Regions Bank                |  | 2000 Richmond Road                  |  | Texarkana       |           | TX |  |  | 75503  |  |  |  | xxxxxxxxxxxxx | 
|1941  |  | PENNSDALE                |  | PA    |  | Sovereign Bank              |  | RII EVP 0217A Sovereign Way         |  | East Providence |           | RI |  |  | 02915  |  |  |  | xxxxxxxxxxxxx | 
|1946  |  | LAWTON                   |  | OK    |  | Local Oklahoma Bank         |  | PO Box 26020                        |  | Oklahoma City   |           | OK |  |  | 73126  |  |  |  | xxxxxxxxxxxxx | 
|3211  |  | CHERRY HILL              |  | NJ    |  | Commerce Bank               |  | 1701 Route 70 East                  |  | Cherry Hill     |           | NJ |  |  | 08034  |  |  |  | xxxxxxxxxxxxx | 
|4114  |  | ARLINGTON                |  | VA    |  | Chevy Chase                 |  | P.O. Box 1296                       |  | Laurel          |           | MD |  |  | 20707  |  |  |  | xxxxxxxxxxxxx | 
|4141  |  | FLORENCE                 |  | AL    |  | SunTrust                    |  | P.O. Box 622227                     |  | Orlando         |           | FL |  |  | 32862  |  |  |  | xxxxxxxxxxxxx | 
|3860  |  | MISSISSAUGA              |  | ON    |  | Pace Bank                   |  | 5935 Mavis Road, Unit 2             |  | Mississauga     |           | ON |  |  | L5R3T7 |  |  |  | xxxxxxxxxxxxx | 
|4815  |  | ST. BRUNO DE MONTARVILLE |  | QU    |  | Bank Laurentienne           |  | 335 Boulevard Des Promenades        |  | St. Bruno       |           | QU |  |  | J3V6A7 |  |  |  | xxxxxxxxxxxxx | 
|4823  |  | ST. JOHNS               |  | NL    |  | Scotiabank                  |  | P.O. Box 8801, Postal Station A     |  | St. Johns      |           | NL |  |  | A1B3T2 |  |  |  | xxxxxxxxxxxxx | 
|4836  |  | TORONTO                  |  | ON    |  | Scotiabank                  |  | Dufferin at 401                     |  | North York      |           | ON |  |  | M6A2T9 |  |  |  | xxxxxxxxxxxxx | 



|71 | TOTAL - Non-Consolidated stores
|-- | -------------------------------



|* | actual bank account numbers not disclosed
|- | -----------------------------------------



---

Mothers Work, Inc.

SHORT TERM INVESTMENT ACCOUNTS



|                           |  |                               |  |              |  |          |  |    |           |  |       |             |  |                |               |  |  |                           |  |             
|-------------------------- |  | ----------------------------- |  | ------------ |  | -------- |  | -- | --------- |  | ----- | ----------- |  | -------------- | ------------- |  |  | ------------------------- |  | ------------
|FINANCIAL INSTITUTION NAME |  | FINANCIAL INSTITUTION ADDRESS |  |              |  |          |  |    | ACCOUNT # |  |       | DESCRIPTION |  | CONTACT PERSON
|                           |  |                               |  |              |  |          |  |   
|Bank of America (Fleet)    |  | 100 Federal Street            |  | MA DE 10017F |  | Boston   |  | MA |           |  | 02110 |             |  |                | xxxxxxxxxxxxx |  |  | Overnight Investments     |  | Paul DeSalvo
|Lehman Brothers            |  | 399 Park Avenue               |  | 6th Floor    |  | New York |  | NY |           |  | 10022 |             |  |                | xxxxxxxxxxxxx |  |  | ST Investments, Money Mkt |  | Bobby Kolev 
|UBS                        |  | One North Wacker Drive        |  | Suite 2500   |  | Chicago  |  | IL |           |  | 60606 |             |  |                | xxxxxxxxxxxxx |  |  | ST Investments, Money Mkt |  | Steven Stack



|* | actual bank account numbers not disclosed
|- | -----------------------------------------