0000912057-02-028256 Sample Contracts

MOTHERS WORK, INC. as Issuer and CAVE SPRINGS, INC., eSPECIALTY BRANDS, LLC, DAN HOWARD INDUSTRIES, INC., MOTHER'S STORES, INC., as Subsidiary Guarantors [ ]% Senior Notes Due [ ], 2010
Indenture • July 23rd, 2002 • Especialty Brands LLC • Patent owners & lessors • New York

INDENTURE, dated as of [ ], 2002, among Mothers Work, Inc., a Delaware corporation (the "Company"), Cave Springs, Inc., a Delaware corporation, eSpecialty Brands, LLC, a Delaware limited liability company, Dan Howard Industries, Inc., an Illinois corporation, and Mother's Stores, Inc., a Delaware corporation, as guarantors and J.P. Morgan Trust Company, National Association, a national banking association, as Trustee (the "Trustee").

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125,000,000 MOTHERS WORK, INC. [ ]% Senior Notes due [ ], 2010 UNDERWRITING AGREEMENT
Underwriting Agreement • July 23rd, 2002 • Especialty Brands LLC • Patent owners & lessors • New York

CREDIT SUISSE FIRST BOSTON CORPORATION, As Representative of the Several Underwriters, Eleven Madison Avenue, New York, N.Y. 10010-3629

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