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                                                                    Exhibit 10.1



                    AMENDMENT TO LOAN AND SECURITY AGREEMENT


     This Amendment to Loan and Security Agreement ("Amendment") is made this
11th day of April, 2000, by MOTHERS WORK, INC., a Delaware corporation
("Parent"), CAVE SPRINGS, INC., a Delaware corporation ("Cave Springs")
(collectively, "Borrowers" and singly each is a "Borrower"), and FLEET CAPITAL
CORPORATION, a Rhode Island corporation ("Lender").

                                   BACKGROUND

     A. Borrowers and Lender are parties to a certain Loan and Security
Agreement dated April 24,1998 (as amended, modified, supplemented or restated
from time to time, "Loan Agreement"), pursuant to which certain financing
arrangements were established with Lender for the benefit of Borrowers. The Loan
Agreement and all instruments, documents and agreements executed in connection
therewith, or related thereto, are referred to herein collectively as the
"Existing Loan Documents." All capitalized terms not otherwise defined herein
shall have the respective meanings ascribed thereto in the Loan Agreement.

     B. Borrowers have requested that Lender modify, in certain respects, the
Loan Agreement and Lender has agreed to make such modifications, all as more
fully set forth herein and subject to the terms and conditions hereof.

     NOW, THEREFORE, with the foregoing Background incorporated by reference
herein and made part hereof, the parties hereto, intending to be legally bound,
hereby agree as follows:

     1. Amendments to Loan Agreement.

        a. Upon the Effective Date, clause (i) of the definition of Borrowing
Base A is hereby amended and restated in its entirety and shall read as follows:

           (i) an amount equal to (a) $56,000,000 minus (b) the LC Amount; or

        b. Upon the Effective Date, the definition of Maximum Revolving Credit
Amount is hereby amended and restated in its entirety and shall read as follows:

           Maximum Revolving Credit Amount - Fifty-Six Million Dollars
           ($56,000,000).

        c. (i) Upon the Effective Date, the definition of Total Credit Facility
is hereby amended and secured in its entirety and shall read as follows:

           Total Credit Facility - Sixty Million Dollars ($60,000,000).

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           (ii) To effectuate such amendment, the dollar figure of $48,000,000
contained in the preamble of Section 1 of the Loan Agreement is hereby deleted
and replaced with the dollar figure of $60,000,000.

        d. Upon the Effective Date, the Collateral Management Fee payable
pursuant to Section 2.4 of the Loan Agreement is increased from $25,000 per year
to $30,000 per year.

        e. Upon the Effective Date, the Original Term shall mean the period from
April 24, 1998, through September 15, 2004.

        f. Effective for Parent's fiscal year beginning October 1, 1999, the
limitation on Capital Expenditures contained in Section 8.2.11 of the Loan
Agreement is increased from $13,000,000 to $17,000,000.

     2. Effectiveness Conditions. This Amendment shall become effective upon the
date ("Effective Date") of the satisfactory completion, as determined by Lender
in its discretion, of the following conditions (all documents to be in form and
substance satisfactory to Lender):

        a. Execution of this Amendment and execution and delivery by Borrowers
of the Amended and Restated Revolving Credit Note.

        b. Delivery of a Certificate of Corporate Resolutions, signed by
Borrowers' Secretary reflecting the authorization to execute, deliver and
perform under this Amendment.

        c. Payment by Borrowers to Lender of a non-refundable fee in the amount
of $60,000 ("Amendment Closing Fee").

     3. Collateral. Borrowers hereby confirm that all Collateral, liens, and
security interests at any time granted by Borrowers to Lender shall continue
unimpaired and in full force and effect and shall continue to cover and secure
the Obligations of Borrowers to Lender to the full extent set forth in the
Existing Loan Documents, including without limitation, all of Borrowers'
Obligations under the Revolving Credit.

     4. Representations and Warranties. Each Borrower warrants and represents to
Lender that:

        a. Prior Representations. By execution of this Amendment, such Borrower
reaffirms that, except as set forth on Schedule A hereto, all warranties and
representations made to Lender under the Loan Agreement and Existing Loan
Documents are true and correct in all material respects as of the Effective
Date.

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        b. Authorization. The execution and delivery by such Borrower of this
Amendment and the performance by it of the transactions herein contemplated (i)
are and will be within its powers, (ii) have been authorized by all necessary
corporate action, and (iii) are not and will not be in contravention of any
order of court or other agency of government, of law or of any indenture,
agreement or undertaking to which such Borrower is a party or by which the
property of such Borrower is bound, or be in conflict with, result in a breach
of or constitute (with due notice and/or lapse of time) a default under any such
indenture, agreement or undertaking, or result in the imposition of any lien,
charge or encumbrance of any nature on any of the properties of such Borrower by
any party other than Lender.

        c. Valid, Binding and Enforceable. This Amendment and any assignment or
other instrument, document or agreement executed and delivered in connection
herewith, will be valid, binding and enforceable in accordance with their
respective terms.

        d. No Default. There is no Default or Event of Default outstanding under
the Loan Agreement.

        e. Consent. No consent, approval or authorization of, or registration,
filing or qualification with, any governmental authority is required to be
obtained or made by such Borrower in connection with the transactions
contemplated hereunder.

     5. Incorporation into Existing Loan Documents. The parties acknowledge and
agree that this Amendment is incorporated into and made part of the Existing
Loan Documents, the terms and provisions of which, unless expressly modified
herein, are hereby ratified and confirmed and continue unchanged and in full
force and effect.  Any future reference to the Loan Agreement or Existing Loan
Documents shall mean the Loan Agreement or Existing Loan Documents as amended
hereby.  To the extent that any term or provision of this Amendment is or may be
deemed expressly inconsistent with any term or provision in the Existing Loan
Documents, the terms and provisions hereof shall control.

     6. Miscellaneous.

        a. Headings. The headings of any paragraph of this Amendment are for
convenience only and shall not be used to interpret any provision hereof.

        b. Other Instruments. Borrowers shall execute any other documents,
instruments and writings, in form and substance satisfactory to Lender, as
Lender may reasonably request, to carry out the intentions of the parties
hereunder.

        c. Modifications. No modification hereof or any agreement referred to
herein shall be binding or enforceable unless in writing and signed on behalf of
the party against whom enforcement is sought.

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        d. Counterparts. This Amendment may be executed in any number of
counterparts each of which shall constitute an original and all of which taken
together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties have executed this Amendment the day and
year first above written.

FLEET CAPITAL CORPORATION                 MOTHERS WORK, INC.


By: /s/ Kim Bushey                        By: /s/ Michael F. Devine, III
    ------------------------------            ------------------------------
        Kim Bushey                                Michael F. Devine, III
        Vice President                            Chief Financial Officer and
                                                  Vice President - Finance

                                          CAVE SPRINGS, INC.


                                          By: /s/ Dan W. Matthias
                                              ------------------------------
                                                  Chief Executive Officer and
                                                  Chairman of the Board

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