Marvin Traub Associates, Inc. c/o Financo, Inc. 535 Madison Avenue - 3rd Floor New York, New York
September 11, 1996
Mothers Work, Inc.
456 North 5th Street
Philadelphia, PA 19123
Re: Consulting Agreement
This letter confirms the mutual understanding and agreement between Mothers Work, Inc. (the "Company") and
Marvin Traub Associates, Inc. ("MTA") with respect to the Company's engagement of MTA to provide
consulting and advisory services upon the terms and conditions specified herein.
1. Engagement. The Company hereby retains MTA to perform, and MTA hereby agrees to perform, consulting
and advisory services for the Company during the Term (as hereinafter defined) in connection with the growth
and strategic development of the Maternity and Episode businesses. MTA will consult with and advise the
management on merchandising, marketing and positioning of the various brands in the Company including the new
Daniel and Rebecca labels, on the Company's efforts to increase its presence in leased departments in
department stores, and on analysis of entry into European and other foreign markets, as well as such other
projects as MTA and the Company shall mutually agree.
Such consulting and advisory services shall be performed at such times and at such locations as shall be mutually
satisfactory to MTA and the Company. MTA is being engaged as an independent contractor and will not be an
agent of the Company, and, except as provided in Paragraph 5 hereof, the directors, officers and employees of
MTA shall act solely on behalf of MTA and shall not be directors, officers, employees or agents of the Company.
The services to be performed by MTA hereunder shall be performed by Marvin S. Traub.
2. Cash Compensation and Expenses. The Company shall pay to MTA $200,000 per annum for its services
during the Term payable in twelve (12) equal monthly installments of $16,666.66. The Company will not withhold
any wage or employment taxes in
Mothers Work, Inc.