**Exhibit 10.18**

**FIRST MODIFICATION AGREEMENT**

This FIRST MODIFICATIONAGREEMENT is entered into as of September 26, 2005, by and among MOTHERSWORK, INC., a Delaware corporation, CAVE SPRINGS, INC., a Delaware corporation(each a “Borrower”), and MOTHERS WORK CANADA, INC., a Delaware corporation (“Guarantor”),each of which has its principal executive offices at 456 North Fifth Street,Philadelphia, Pennsylvania 19123; and FLEET RETAIL GROUP, LLC, a Delawarelimited liability company f/k/a Fleet Retail Finance, Inc., with anaddress of 40 Broad Street, Boston, MA 02109, as Administrative Agent,for the benefit of the Lenders; FLEET RETAIL GROUP, LLC, as Collateral Agentfor the benefit of Lenders and the Administrative Agent; and FLEET RETAILGROUP, LLC, as a Lender.

WHEREAS, the Lender establisheda revolving line of credit pursuant to the Amended and Restated Loan andSecurity Agreement dated as of October 15, 2004 (together with anyamendments thereto, the “Loan Agreement”) by and among Fleet Retail Group, Inc.n/k/a Fleet Retail Finance, LLC, as Administrative Agent, Collateral Agent, andLender, and the Borrower and Guarantors;

WHEREAS, the Borrowers andGuarantor have requested that the Lenders modify the Loan Agreement as setforth herein on the terms and subject to the conditions hereof; and

WHEREAS, subject to the termsand conditions in this Agreement, the Agents and Lender are willing to modifythe terms of the Loan Agreement in order to accommodate the Borrowers’ request;

NOW THEREFORE, for good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the Agents, Lender and theBorrowers and Guarantor mutually agree as follows:

1.     *Definitions*.   Allcapitalized terms used herein shall have the same meaning as set forth in theLoan Agreement, unless otherwise defined herein.

2.     *Effective Date*:   The “EffectiveDate” of this Agreement shall be June 22, 2005, upon the AdministrativeAgent’s receipt of this First Modification Agreement, duly executed by allparties hereto, together with all exhibits and schedules hereto.

3.     *Modifications to Loan Agreement.*

a)     *Article I: Definition of “Fixed Charge Coverage Ratio”*.   Article Iof the Loan Agreement is hereby amended to strike and delete the definition of “FixedCharge Coverage Ratio” therefrom and to replace it with the following:

“Fixed Charge Coverage Ratio”:   For any twelve month period, the ratioof Borrowers’ consolidated (a) EBITDA *minus* GrossNon-Financed Capital Expenditures *minus* thepayment of any dividends or other distributions on capital stock of the LeadBorrower (except distributions in such stock), *plus*(or *minus*) the increase (or decrease) intotal deferred rent liability, to (b) scheduled cash interest expense, *plus* scheduled principal payments on account of current maturitiesof long term Indebtedness, *plus*, withoutduplication, payments for the scheduled redemption or acquisition ofSecurities, *plus* income taxes paid in cash, all asdetermined in accordance with GAAP.

b)     *Article I: Definition of “Gross Non-Financed Capital Expenditures”*.   Article Iof the Loan Agreement is hereby amended to insert the following definition inappropriate alphabetical order:

“Gross Non-Financed Capital Expenditures”:   Theamount equal to: (a) Capital Expenditures minus (b) only to the extentincluded in clause (a) hereof, the amount of Capital Expenditures financedthrough Indebtedness.

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c)     *Article I: Definition of “Net Capital Expenditures”*.   Article Iof the Loan Agreement is hereby amended to insert the following definition inappropriate alphabetical order:

“Net Capital Expenditures”:   Theamount equal to: (a) Capital Expenditures minus (b) the amount oftenant improvement allowances received in cash, to the extent not alreadydeducted from clause (a) hereof.

d)     *Article I: Definition of “Pro Forma Fixed Charge Coverage Ratio”.*   Thedefinition of “Pro Forma Fixed Charge Coverage Ratio” in Article I of theLoan Agreement is hereby stricken and deleted in its entirety and replaced withthe following in lieu thereof:

“Pro Forma Fixed Charge Coverage Ratio”:   Forany twelve month period, the ratio of Borrowers’ consolidated (a) EBITDAduring such period *minus* projectedGross Non-Financed Capital Expenditures for the following twelve month period *minus* projected Distributions for the following twelve monthperiod *plus* (or *minus*)the projected increase (or decrease) in total deferred rent liability for thefollowing twelve month period, to (b) projected cash interest expense forthe following twelve month period, *plus* projectedprincipal payments on account of current maturities of long term Indebtednessfor the following twelve month period, *plus* projectedincome taxes paid in cash for the following twelve month period, all asdetermined in accordance with GAAP. Any projections used in computing Pro FormaFixed Charge Coverage Ratio shall be determined by the Borrowers and acceptableto the Administrative Agent in its reasonable discretion.

e)     *Section 4.21: Advances to employees.*   Section 4.21of the Loan Agreement is hereby amended to strike and delete clause (c) therefromand to replace it with the following:

“(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.”

f)      *Exhibit 5.12(a): Maximum Capital Expenditures Covenant.*   Section 2of Exhibit 5.12(a) is hereby amended to replace the term “CapitalExpenditures” with the term “Net Capital Expenditures” in the last line ofclause (B) of such Section 2, and in the second, third, and fourthlines of the last paragraph of such Section 2.

4.     *General Representations and Warranties*.   EachBorrower and Guarantor hereby further represents and warrants to the Agents andLender as follows:

a)     *Representations and Warranties: No Event ofDefault*.   The representations and warranties herein, in theLoan Agreement and in each other Loan Document and certificate or other writingdelivered by the Borrowers and Guarantor to the Administrative Agent on orprior to the Effective Date of this Agreement in connection therewith shall becorrect and accurate on and as of the Effective Date of this Agreement asthough made on and as of such date (except to the extent such representation orwarranty expressly related to an earlier date, in which case suchrepresentation and warranty shall have been correct and accurate in allmaterial respects as of such earlier date); and no Event of Default shall haveoccurred and be continuing as of the Effective Date of this Agreement or wouldresult from this Agreement becoming effective in accordance with its terms.

b)     *Organization, Good Standing, Etc.  *EachBorrower and Guarantor: (i) is a corporation, duly incorporated, validlyexisting and in good standing under the laws of its state of formation, (ii) hasall requisite power and authority to execute, deliver and perform thisAgreement, and to perform the Loan Agreement, as amended hereby, and (iii) isduly qualified to do business and is in good standing in each jurisdiction inwhich the character of the properties owned or leased by it or in which thetransaction of its business makes such qualification necessary, expect wherethe failure to do so would not have a Material Adverse Effect.

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c)     *Authorization, Etc.  *Theexecution, delivery and performance by each Borrower and Guarantor of thisAgreement, and the performance by each Borrower and Guarantor of the LoanAgreement, as amended hereby, (i) have been duly authorized by allnecessary action on the part of each Borrower and Guarantor, (ii) do notand will not contravene any Borrower’s or Guarantor’s certificate ofincorporation, or by-laws, or other organizational documents, (iii) do notand will not contravene in any material respect any applicable laws or anycontractual restriction binding on or otherwise affecting it or any of itsproperties, and (iv) do not and will not result in or require the creationof any lien or other encumbrance (other than pursuant to any Loan Documents)upon or with respect to any of its properties.

d)     *Government Approvals*.   No authorization or approval or otheraction by, and no notice to or filing with, any governmental authority oragency or other regulatory body is required in connection with the dueexecution, delivery and performance by any Borrower or Guarantor of thisAgreement, or for the performance of the Loan Agreement, as amended hereby,except where the failure to obtain such authorizations or approval, or thefailure to take such other action would not have a Material Adverse Effect.

5.     *Enforceability, Etc.  *Exceptas otherwise expressly provided herein, the Loan Agreement and the other LoanDocuments are, and shall continue to be, in full force and effect and arehereby ratified and confirmed in all respects, except that on and after theEffective Date hereof (i) all references in the Loan Agreement to “thisAgreement”, “hereto”, “hereof”, “hereunder”, or words of like import referringto the Loan Agreement shall mean the Loan Agreement as amended by thisAgreement and (ii) all references in the other Loan Documents to the “LoanAgreement”, “thereto”, “thereof”, “thereunder” or words of like importreferring to the Loan Agreement shall mean the Loan Agreement as amended bythis Agreement. Except as expressly provided herein, the execution, deliveryand effectiveness of this Agreement shall not operate as an amendment of anyright, power or remedy of the Agents or any Lender under the Loan Agreement orany other Loan Document, nor constitute an amendment of any provision of theLoan Agreement or any other Loan Documents.

6.     *General Provisions.*

a)     *Integration; Amendment; Waivers*.   ThisAgreement and Loan Documents set forth in full are terms of agreement betweenthe parties and are intended as the full, complete and exclusive contractgoverning the relationship between the parties, superseding all otherdiscussions, promises, representations, warranties, agreements and theunderstandings between the parties with respect thereto. No term of the LoanDocuments may be modified or amended, nor may any rights thereunder be waived,except in a writing signed by the party against whom enforcement of themodification, amendment or waiver is sought. Any waiver of any condition in, orbreach of, any of the foregoing in a particular instance shall not operate as awaiver of other or subsequent conditions or breaches of the same or a differentkind. The Agents’ or any Lender’s exercise or failure to exercise any rightsunder any of the foregoing in a particular instance shall not operate as awaiver of its right to exercise the same or different rights in subsequentinstances. Except as expressly provided to the contrary in this Agreement, orin another written agreement, all the terms, conditions, and provisions of theLoan Documents shall continue in full force and effect. If in this Agreement’sdescription of an agreement between the parties, rights and remedies of theAgents or Lenders or obligations of the Borrowers or Guarantor are describedthat also exist under the terms of the other Loan Documents, the fact that thisAgreement may omit or contain a briefer description of any rights, remedies andobligations shall not be deemed to limit any of such rights, remedies andobligations contained in the other Loan Documents.

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b)     *Payment of Expenses*.   The Borrowers shall pay allreasonable attorneys’ fees arising under or in connection with the negotiation,preparation, execution, delivery, and enforcement of this Agreement and any andall consents, waivers or other documents or instruments relating thereto.

c)     *No Third Party Beneficiaries*.   Except as may beotherwise expressly provided for herein, this Agreement does not create, andshall not be construed as creating, any rights enforceable by any person not aparty to this Agreement.

d)     *Separability*.   If any provision of this Agreement isheld by a court of competent jurisdiction to be invalid, illegal orunenforceable, the remaining provisions of this Agreement shall neverthelessremain in full force and effect.

e)     *Counterparts*.   This Agreement may be executed in anynumber of counterparts, which together shall constitute one and the sameagreement.

f)      *Time of Essence*.   Time is of the essence in each of theLiabilities of the Borrowers and Guarantor and with respect to all conditionsto be satisfied by the Borrowers and Guarantor.

g)     *Construction; Voluntary Agreement; Representation by Counsel*.   ThisAgreement has been prepared through the joint efforts of all the parties. Neitherits provisions nor any alleged ambiguity shall be interpreted or resolvedagainst any party on the ground that such party’s counsel was the draftsman ofthis Agreement. Section headings herein are included for convenience ofreference only and shall not constitute a part of this Agreement for any otherpurpose. Each of the parties declares that such party has carefully read thisAgreement and the agreements, documents and instruments being entered into inconnection herewith and that such party knows the contents thereof and sign thesame freely and voluntarily. The parties hereto acknowledge that they have beenrepresented in negotiations for and preparation of this Agreement and theagreements, documents and instrument being entered into in connection herewithby legal counsel of their own choosing, and that each of them has read the sameand had their contents fully explained by such counsel and is fully aware oftheir contents and legal effect.

h)     *Governing Law; Forum Selection*.   This Agreement hasbeen entered into and shall be governed by the laws of the State of New York.

i)      *Further Assurances*.   The Borrower agrees to take allfurther actions and execute all further documents as the Agents may from timeto time reasonably request to carry out the transactions contemplated by thisAgreement.

j)      *Notices*.   All notices, requests and demands to or uponthe respective parties hereto shall be given in accordance with the LoanAgreement.

k)     *Mutual Waiver of Right to Jury Trial*.   THE AGENTS,LENDERS AND THE BORROWERS AND GUARANTOR EACH HEREBY WAIVES THE RIGHT TO TRIALBY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAYRELATING TO: (I) THIS AGREEMENT, OR ANY OF THE AGREEMENTS, INSTRUMENTS ORDOCUMENTS REFERRED TO HEREIN; OR (II) ANY OTHER PRESENT OR FUTUREINSTRUMENT OR AGREEMENT BETWEEN THEM; OR (III) ANY CONDUCT, ACTS OROMISSIONS OF THE AGENTS, LENDERS OR THE BORROWERS OR GUARANTOR OR ANY OF THEIRRESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHERPERSONS AFFILIATED WITH THEM; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDINGIN CONTRACT OR TORT OR OTHERWISE.

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l)      *Copies and Facsimiles*.   This Agreement and alldocuments which have been or may be hereinafter furnished by the Borrowers andGuarantor to the Agents may be reproduced by the Agents by any photographic,photostatic, microfilm, xerographic or similar process, and any suchreproduction shall be admissible in evidence as the original itself in anyjudicial or administrative proceeding (whether or not the original is inexistence and whether or not such reproduction was made in the regular courseof business).

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ThisFirst Modification Agreement is executed under seal as of the date writtenabove.

|        | Mothers Work, Inc.                                                                        |
|--------|-------------------------------------------------------------------------------------------|
|   | (“Borrower”)                                                                    |
|   | By:                                                                                       | /s/ EDWARD M. KRELL |
|   |                                                                                      | Name: | Edward M. Krell |
|   |                                                                                      | Title: | *Executive Vice President—CFO* |
|   | Cave  Springs, Inc.                                                                       |
|   | (“Borrower”)                                                                    |
|   | By:                                                                                       | /s/ EDWARD M. KRELL |
|   |                                                                                      | Name: | Edward M. Krell |
|   |                                                                                      | Title: | *Executive Vice President—CFO* |
|   | Mothers  Work Canada, Inc.                                                                |
|   | (“Borrower”)                                                                    |
|   | By:                                                                                       | /s/ EDWARD M. KRELL |
|   |                                                                                      | Name: | Edward M. Krell |
|   |                                                                                      | Title: | *Executive Vice President—CFO* |
|   | Fleet  Retail Group, Inc.                                                                 |
|   | f/k/a FLEET RETAIL FINANCE INC.                                                           |
|   | (“Administrative Agent”, “Collateral Agent”, and  “Lender”) |
|   | By:                                                                                       | /s/ SALLY A. SHEEHAN |
|   |                                                                                      | Name: | Sally Sheehan |
|   |                                                                                      | Title: | *Managing Director* |

 

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