**Exhibit 10.29**

**MOTHERS WORK, INC.**

**FORM OF NON-QUALIFIED STOCK OPTIONAGREEMENT**

**UNDERTHE 2005 EQUITY INCENTIVE PLAN**

Mothers Work, Inc., a Delaware corporation (the “Company”),hereby grants to [insert name of Optionee] (the “Optionee”) an option topurchase a total of [insert number of shares] shares of Common Stock (the “Shares”)of the Company, at the price and on the terms set forth herein, and in allrespects subject to the terms and provisions of the Company’s 2005 EquityIncentive Plan, as amended from time to time (the “Plan”), which termsand provisions are incorporated by reference herein.  Unless the context herein otherwise requires,the terms defined in the Plan shall have the same meanings herein.

## **1.             Natureof the Option.** This Option is intended to be a non-statutory stock option and is notintended to be an Incentive Stock Option within the meaning of Section 422 ofthe Code, or to otherwise qualify for any special tax benefits to the Optionee.

## **2.            ****Date of Grant; Term of Option. **This Option was granted on [insert grantdate] (the “Grant Date”), and it may not be exercised later than [insertdate that is 10 years after grant date], subject to earlier termination asprovided in the Plan.

## **3.             OptionExercise Price.** The Option exercise price is $[insert exercise price] per Share.

## **4.             Exerciseof Option.**

### (a)           Right to Exercise.  Subject to Section 7 of the Plan (andprovided, in each case, that the Optionee remains in continuous service withthe Company or an Affiliate of the Company through the applicable vestingdate), the Option will become exercisable during its term only in accordancewith the terms and provisions of the Plan and this Agreement, as follows:

[insert vestingprovision]

### (b)           Method of Exercise. ** **This Option shall be exercisable bywritten notice which shall state the election to exercise this Option, thenumber of Shares in respect to which the Option is being exercised and suchother representations of agreements as to the Optionee’s investment intent withrespect to such Shares as may be required by the Company hereunder or pursuantto the provision of the Plan.  Suchwritten notice shall be signed by the Optionee and shall be delivered in personor by certified mail to the Secretary of the Company or such other person asmay be designated by the Company.  Thewritten notice shall be accompanied by payment of the purchase price and theamount of any tax withholding arising in connection with the exercise of theOption.  Payment of the purchase priceshall be by check or such consideration and method of payment authorized by theBoard or the Committee pursuant to the Plan. The certificate or certificates for the Shares as to which the Optionshall be exercised shall

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### be registeredin the name of the Optionee and shall be legended as required under the Planand/or applicable law.

### (c)           Restrictions on Exercise. This Option may not be exercised if the issuance of the Shares upon suchexercise would constitute a violation of any applicable federal or statesecurities laws or other laws or regulations. As a condition to the exercise of this Option, the Company may requirethe Optionee to make a representation and warranty to the Company or otherwiseenter into any stock purchase or other agreement as may be required by anyapplicable law or regulation or as may otherwise be reasonably requested by theBoard or Committee.

## **5.            ****Investment Representations**.  Unless the Shares have been registered underthe Securities Act of 1933, in connection with acquisition of this Option, theOptionee represents and warrants as follows:

### (a)           The Optionee isacquiring this Option, and upon exercise of this Option, he will be acquiringthe Shares for investment in his own account, not as nominee or agent, and notwith a view to, or for resale in connection with any distribution thereof.

### (b)           The Optionee has apreexisting business or personal relationship with the Company or one of its directors, officers orcontrolling persons and by reason of his business or financial experience, has,and could be reasonably assumed to have, the capacity to protect his interestin connection with the acquisition of this Option and the Shares.

## **6.            ****Nontransferability of Option**.  This Option may not be sold, pledged,assigned, hypothecated, gifted, transferred or disposed or in any manner eithervoluntarily or involuntarily by the operation of law, other than by the will orby the laws of descent or distribution, and may be exercised during thelifetime of the Optionee only by such Optionee. Subject to the foregoing and the terms of the Plan, the terms of thisOption shall be binding upon the executors, administrators, heirs, successorsand assigns of the Optionee.

## **7.            ****Continuation of Service**.  Neither the Plan nor this Option shall conferupon any Optionee any right to continue in the service of the Company or any ofits subsidiaries or limit in any respect the right of the Company to dischargethe Optionee at any time, with or without cause and with or without notice.

## **8.             Withholding. **The Company maywithhold from any consideration payable to Optionee any taxes required to bewithheld by federal, state or local law as a result of the grant or exercise ofthis Option or the sale or other disposition of the Shares issued upon exerciseof this Option.  If the amount of anyconsideration payable to the Optionee is insufficient to pay such taxes or ifno consideration is payable to the Optionee, upon request of the Company, theOptionee (or such other person entitled to exercise the Option pursuant toSection 7 of the Plan) shall pay to the Company an amount sufficient for theCompany to satisfy any federal, state or local tax withholding requirements itmay incur, as a result of the grant or exercise of this Option or the sale ofor other disposition of the Shares issued upon exercise of this Option.

## **9.            ****The Plan. **This Option is subject to,and the Optionee agrees to be bound by, all of the terms and conditions of thePlan as such Plan may be amended from time to time in accordance with the termsthereof.  Pursuant to the Plan, the Boardis authorized to adopt rules and regulations not inconsistent with the Plan asit shall deem appropriate and proper.  Acopy of

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## the Plan in its present form is available for inspection duringbusiness hours by the Optionee or the persons entitled to exercise this Optionat the Company’s principal office.  All questions of the interpretation andapplication of the Plan and the Option shall be determined by the Committeedesignated under the Plan, and determination shall be final, binding andconclusive.

## **10.          Entire Agreement. **This Agreement,together with the Plan, represents the entire agreement between the partieshereto relating to the subject matter hereof, and merges and supersedes allprior and contemporaneous discussions, agreements and understandings of everynature.

## **11.          Governing Law.**  This Agreement will be construed inaccordance with the laws of the Commonwealth of Pennsylvania, without regard tothe application of the principles of conflicts of laws.

## **12.          Amendment.**  Subject to the provisions of the Plan, thisAgreement may only be amended by a writing signed by each of the partieshereto.

## **13.         ****Execution.** This Agreement may be executed, includingexecution by facsimile signature, in one or more counterparts, each of whichwill be deemed an original, and all of which together shall be deemed to be oneand the same instrument.

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IN WITNESSWHEREOF, this Agreement has been executed by the parties on the        day of                        ,2006.
| ** ** |       | **MOTHERS WORK, INC.** | ** ** |
|------------|------------|------------------------|------------|
| ** ** |       | ** **             | ** ** |
| ** ** |       | ** **             | ** ** |
| ** ** |       | **By:**                | ** ** | ** ** |
| ** ** |       | **Name:**              | ** ** |
| ** ** |       | **Title:**             | ** ** |
| ** ** |       | ** **             | ** ** |
| ** ** |       | ** **             | ** ** |
| ** ** |       | ** **             | ** ** |
| ** ** |       | **[OPTIONEE]**         | ** ** |
| ** ** | ** ** | ** **             | ** ** |
| ** ** | ** ** | ** **             | ** ** | ** ** |
| ** ** |       | **Signature**          | ** ** |
| ** ** | ** ** | ** **             | ** ** |
| ** ** | ** ** | ** **             | ** ** | ** ** |
| ** ** |       | **Address**            | ** ** |
| ** ** |       |                   |       |
| ** ** |       |                   |       |   |
|            |            |                        |            |  |  |

 

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