EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

This Employment Agreement is made and entered into as of the 3rd day of

July, 2007 between Cache, Inc., a Florida corporation, having its principal

place of business at 1460 Broadway, New York, New York 10036 ("CACHE" or the

"COMPANY") and Robert Kantor, an individual residing at 66 Leonard Street, Apt.

3 E, New York, NY 10013 ("EXECUTIVE").

BACKGROUND

The Company, Adrienne Victoria, Inc., a wholly owned subsidiary of the

Company (the "PURCHASER"), Adrienne Kantor, Robert Kantor and Adrienne Victoria

Designs, Inc. (the "SELLER") have simultaneously entered into that certain Asset

Purchase Agreement, dated July 3, 2007 (the "ASSET PURCHASE AGREEMENT").

As a material inducement for the Executive to cause the Seller and the

Company to cause the Purchaser to enter into the Asset Purchase Agreement, the

Company has agreed to hire the Executive and the Executive has agreed to work

for the Company pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants

contained herein and intending to be legally bound hereby, Company and Executive

agree as follows:

1.0 EMPLOYMENT

Cache hereby employs Executive as its Executive Vice President,

Manufacturing and Product Development with the duties and responsibilities set

forth in Section 2.0 and Executive hereby accepts such employment. This

Agreement shall commence on July 3, 2007 for a term of

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5 years, expiring on July 2, 2012 (the "INITIAL TERM"), subject to earlier

termination as hereinafter provided, provided that the Company and the Executive

may, subject to Executive's consent, extend the term of this Agreement for

additional 12 month periods (each an "EXTENSION TERM") by providing written

notice to Executive no later than 90 days prior to the expiration of Initial

Term or any Extension Term, as applicable. The terms of any Extension Term shall

be negotiated in good faith by the parties.

2.0 DUTIES AND RESPONSIBILITIES

2.1 The Principal duty of Executive shall be to direct, and manage

manufacturing and product development operations of the Company. Executive shall

report to the Chief Executive Officer ("CEO") of the Company. Subject to the

direction and control of the CEO and in accordance with the policies and

procedures of the Company, Executive shall be responsible for manufacturing and

product development for the Company and management of its manufacturing and

product development department, including responsibility for hiring and firing

of employees reporting to him. As an Executive Vice President, the Executive

shall also be a member of the executive management team of the Company in which

capacity he shall participate in determining the business strategy, marketing

strategy and financial direction of the Company.

2.2 Executive agrees that he will diligently devote his entire business

skill, time and effort to the performance of his duties on behalf of Cache.

Executive agrees that he will not, alone or as a member of a partnership or as

an officer, director, shareholder, employee or agent of any other person, firm

or business organization, engage in any other business activities or pursuits

requiring his personal services that might conflict with his duties hereunder.

Executive may also serve as a director or consultant to other companies, which

are not competitive with the

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Company, upon receiving prior approval of the Board of Directors (the "Board").

Executive may continue to engage in charitable and civil activities without

compensation.

2.3 Executive represents and warrants that he is not subject or party to

any employment agreement, non-competition covenant, non-disclosure agreement or

other agreement, covenant, understanding or restriction that would prohibit

Executive from executing this Agreement and performing fully his duties and

responsibilities hereunder, or which would in any manner, directly or

indirectly, limit or affect the duties and responsibilities which may now or in

the future be assigned to Executive by Cache.

2.4 Executive agrees that at all times he will strictly adhere to and

perform all his duties in accordance with written policies and procedures of

Cache applicable to all executive employees that are in effect from time to

time.

3.0 COMPENSATION AND BENEFITS

3.1 SALARY. During the Initial Term and each Extension Term of Executive's

employment under this Agreement, Cache shall pay Executive an annual base salary

of $150,000, or at such higher rate as the Company shall determine ("BASE

SALARY") less withholdings and other applicable payroll deductions as required

by law, payable at such times as Cache customarily pays its other executive

officers (but in no event less often than monthly).

3.2 BENEFITS. Executive will be entitled to participate in all of the

Company's employee benefit plans and other executive benefit plans or programs

that Cache offers, provides or makes available from time to time to its senior

executive officers or employees of similar rank and title as Executive,

including, without limitation, any life insurance, health and accident, stock

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option, restricted stock or other stock based compensation plans or programs,

and at levels commensurate with his rank and title, provided that Executive

meets the eligibility requirements for such plans or programs. To the extent

permitted by applicable law and the terms of such plans and programs, Executive

shall be credited for years of service rendered to Seller for purposes of any

vesting requirements under such plans or programs, other than the 401(k). Cache

shall reimburse Executive in an amount of up to $500 per month as allowance of

his motor vehicle use.

3.3 BUSINESS EXPENSES. Executive shall be promptly reimbursed for the

business expenses reasonably incurred on Cache's behalf in connection with the

performance of his services hereunder upon presentation of an itemized account

and written proof of such expenses, in accordance with the policies established

by Cache.

3.4 VACATION. Executive shall be entitled to four weeks of paid vacation

leave per year. Such vacation shall be taken at such times and in such intervals

as Executive deems appropriate in compliance with vacation notice policy of the

Company.

3.5 DIRECTORS AND OFFICERS LIABILITY INSURANCE. The Company currently

maintains directors and officers liability insurance policy coverage as

heretofore described to Executive. Executive shall be covered under such

insurance as from time to time modified by the Company for actions taken by

Executive as an officer of Cache.

3.6 COVERAGE. Nothing in this Agreement shall prevent Executive from

participating in any other compensation plan or benefit plan made available to

him by the Company.

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4.0 TERMINATION WITHOUT COMPENSATION

4.1 MUTUAL AGREEMENT. Executive's employment, and the parties' respective

obligations hereunder may be terminated by mutual written agreement.

4.2 RESIGNATION WITHOUT GOOD REASON. Executive may terminate his employment

without Good Reason (as hereafter defined), by written resignation submitted to

Cache at least forty-five (45) days prior to a specified termination date and

thereafter Cache shall not have any further liability or obligation to

Executive, his executors, administrators, heirs, assigns or any other person

claiming under or through him, except for unpaid salary and benefits through,

and unreimbursed reimbursable expenses incurred prior to, such termination date,

except as otherwise set forth in the Asset Purchase Agreement. Cache may at its

sole discretion, terminate Executive's services at any time during that period,

and compensate Executive for the remainder of that period.

4.3 PARTIAL/TOTAL DISABILITY. If Executive is unable to perform his duties

and responsibilities to the full extent required hereunder, either with or

without reasonable accommodation, by reason of physical or psychiatric illness,

injury or incapacity, as determined in good faith by the Board, for six (6)

continuous months or nine (9) months in any twelve (12) month period, Cache may

terminate Executive's employment by written notice of the termination date, and

Cache shall have no further liability or obligation to Executive hereunder,

except for any unpaid salary and benefits accrued to the date of termination and

except as may be set forth in the Asset Purchase Agreement. During any period of

disability, Executive will receive his Base Salary in effect at the time of

disability, reduced by the amount of any disability benefits under any

applicable Cache disability program, other Cache benefit plan or federal or

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state disability benefit program, plus reimbursement of business expenses and

any other benefits to which Executive is entitled pursuant to the terms of this

Agreement or Cache policies. In the event of any dispute under this Section 4.3,

Executive shall submit to a physical and/or psychiatric examination by a

licensed physician mutually satisfactory to Cache and Executive. The cost of

such examination will be paid by Cache and the findings of such physician shall

be determinative.

4.4 DEATH. If Executive dies, this Agreement shall terminate and thereafter

Cache shall not have any further liability or obligation to Executive, his

executors, administrators, heirs, assigns or any other person claiming under or

through him, except for unpaid Base Salary, unreimbursed business expenses and

other benefits accrued to the date of his death and except as may be otherwise

set forth in the Asset Purchase Agreement.

4.5 CAUSE. Cache may terminate Executive's employment for "Cause" at any

time upon written notice to Executive and upon such termination Cache shall have

no further liability or obligation to Executive except for any unpaid salary and

benefits accrued to the date of termination. For purposes of this Agreement,

"CAUSE" shall mean any of the following: (a) Executive's commission of any

felony (including, without limitation, any violation of the Foreign Corrupt

Practices Act), whether or not job related (but excluding traffic violations),

which in the reasonable judgment of the Board results in a material injury to

the Company or its reputation; (b) Executive's failure (other than by reason of

death, disability, illness, injury or incapacity) to perform or fulfill any of

Executive's material duties or responsibilities or reasonable lawful directives

of the Company which failure, in the reasonable judgment of the Board, results

in a material injury to the Company or its reputation after written demand for

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performance, fulfillment or cure of such failure is delivered by the Company

specifically identifying the manner in which the Company believes that Executive

has so failed, PROVIDED that if such failure is capable of cure and Executive is

actively taking reasonable action to cure such failure, such failure shall not

constitute "Cause" hereunder so long as such actions continue; (c) Executive's

habitual insobriety or substance abuse; (d) intentional misappropriation of

Company funds by Executive; (e) conduct in the performance of Executive's

employment which violates applicable law or causes the Company to violate

applicable law, including without limitation any harassment or

anti-discrimination regulations, and which failure in the reasonable judgment of

the Board results in a material injury to the Company or its reputation; (f) any

material violation of Section 6, 7 or 9 of this Agreement, or (g) during any

calendar year beginning in with the 2009 calendar year Cache's annualized Gross

Margin (as defined in the Purchase Agreement) drops by more than 2-1/2

percentage points below the Gross Margin for the trailing 12 months ending June

30, 2007, PROVIDED that any reduction in Gross Margin attributable to acts of

God, war, hostilities, acts of terrorism, increases in prices for raw materials,

governmental action such as embargoes and other events in the nature of force

majeure which, in any such case, are outside the ordinary course of business,

shall be excluded in computing the drop in Gross Margin.

4.6 In the event that Executive's employment is terminated for any of the

reasons set forth in this Section 4, Cache will have no further liability or

obligation to Executive, except for any unpaid Base Salary, unreimbursed

expenses or other benefits accrued as of the date of termination and except as

may otherwise be set forth in the Asset Purchase Agreement.

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5.0 TERMINATION WITH COMPENSATION

5.1 Cache shall have the right to terminate Executive's employment at any

time without Cause by giving Executive thirty (30) days' prior written notice of

the termination date. Executive shall have the right to terminate his employment

for Good Reason by giving Cache thirty (30) days' prior written notice. "GOOD

REASON" shall mean the Company's Material Breach (as hereinafter defined) of

this Agreement or a Change in Ownership or Control (as hereinafter defined) of

the Company. The Company's "MATERIAL BREACH" of this Agreement shall mean (i)

the failure of the Company to pay Base Salary or additional compensation or

benefits hereunder in accordance with this Agreement or the failure to make

payments due under the Asset Purchase Agreement, in each case within 10 business

days after written notice of such failure is given by the Executive, (ii) the

assignment to Executive without Executive's prior written consent of duties

substantially inconsistent with his duties and responsibilities as set forth in

Section 2.0 of this Agreement or a material diminution of such duties and

responsibilities without his consent, or (iii) the relocation of Executive's

principal place of employment to a geographic location outside of the greater

New York City area without his prior written consent. A "CHANGE IN OWNERSHIP OR

CONTROL" of the Company shall mean the occurrence of one or more of the

following four events: (i) any person becomes a beneficial owner (as such term

is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934,

as amended) directly or indirectly of securities representing more than 50% of

the total number of votes that may be cast for the election of directors of

Cache; (ii) within two years after a merger, consolidation, liquidation or sale

of assets involving Cache, or a contested election of a Cache director, or any

combination of the foregoing, the individuals who were directors of Cache

immediately prior thereto shall cease to

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constitute a majority of the Board; (iii) within two years after a tender offer

or exchange offer for voting securities of Cache, the individuals who were

directors of Cache immediately prior thereto shall cease to constitute a

majority of the Board; (iv) a sale of all or substantially all the assets of

Cache to an unrelated third party, or (v) at least two of Brian Woolf, Thomas

Reinckens and Margaret Feeney cease to be senior executive officers of Cache. In

addition, should the Company terminate Executive's employment for Cause and

Cause is determined, by arbitration in accordance with the provisions set forth

in ANNEX B hereto, not to exist, such termination shall be deemed to constitute

a resignation by Executive for Good Reason.

In the event that Executive's employment is terminated pursuant to this

Section 5.1, Cache shall continue to pay Executive the Base Salary then in

effect for the balance of the term of this Agr