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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                                      -4-

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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                                      -6-

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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                                      -8-

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  Agreement,  less  withholdings  and
other  applicable  payroll  deductions  as required by law, in  accordance  with
Cache's normal pay cycle (the "SEVERANCE PAYMENTS").  The Severance Payments may
in the  Company's  sole  discretion,  be  payable  as set forth in the  previous
sentence, or in a lump sum payment. However,  Executive shall not be entitled to
any compensation  under this Section 5.1 unless Executive  executes and delivers
to Cache after notice of termination a general release reasonably  acceptable to
Cache by which Executive  releases Cache from any obligations and liabilities of
any type  whatsoever,  except for Cache's  obligation  to provide the  Severance
Payments  specified  herein and any obligations of Cache or the Purchaser to the
Executive  or the  Seller  under  the  Asset  Purchase  Agreement.  The  parties
acknowledge  that the Severance  Payments to be provided  under this Section 5.1
are  partially  in  consideration  for the  above-referenced  release.  Upon any
termination  under this Section 5.1,  Cache shall have no further  obligation to
Executive,  his executor,  administrators,  heirs,  assigns or any other persons


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                                      -10-

claiming  under or through  him other  than to pay to  Executive  the  Severance
Payments  specified  in this  Section 5.1 in exchange  for the  above-referenced
release  and  except as  otherwise  provided  in the Asset  Purchase  Agreement.
Executive agrees that any compensation he is to receive pursuant to this Section
5.1 shall be reduced by any compensation  Executive  receives in connection with
any employment position Executive assumes  subsequently to his termination date.
Executive  further  agrees that,  immediately  upon his  acceptance  of any such
employment  position,  he will  notify  Cache,  in  writing,  of his  employment
position  and the  compensation  associated  with the position so that Cache may
reduce the payments to be made to  Executive,  in  accordance  with this Section
5.1.

     5.2 In the event that Executive dies during the payment continuation period
referred to in Section 5.1,  Cache will have no further  liability or obligation
to Executive, his executor, administrators,  heirs, assigns or any other persons
claiming under or through him as of the date of Executive's  death except as set
forth in Section 4.4 of this Agreement and under the Asset Purchase Agreement.

6.0  ASSIGNMENT OF PROPRIETARY INFORMATION AND RETURN OF PROPERTY

     6.1 Executive  hereby  recognizes the Company's  proprietary  rights in the
tangible  and  intangible   property  of  the  Company  and  acknowledges   that
notwithstanding  the  relationship  of employment,  Executive will not obtain or
acquire  through  such  employment  any personal  property  rights in any of the
property  of  the   Company,   including   but  not  limited  to,  any  writing,
communications,  manuals, documents, instruments,  contracts, agreements, files,
client or customer lists,  databases,  literature,  data, technical information,
know-how, secrets, formulas,


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                                      -11-

products,  methods,  procedures,   processes,  devices,  apparatuses,   designs,
drawings,   trademarks,   trade  names,  trade  styles,  service  marks,  logos,
copyrights, patents, or other matters which are the property of the Company.

     6.2  Executive  agrees that any and all designs,  discoveries,  inventions,
improvements and innovations (including all data and records pertaining thereto)
(together or individually hereinafter referred to as "PROPRIETARY INFORMATION"),
whether or not patentable,  copyrightable or reduced to writing, which Executive
may have  conceived or made, or may conceive or make,  during his  employment by
the  Company  and for a period  of two  months  thereafter,  either  alone or in
conjunction with others and whether or not during working hours or by the use of
the  facilities of the Company,  which are related or in any way connected  with
the  business  of the Company or its  affiliates,  are and shall be the sole and
exclusive  property  of the  Company.  Executive  shall  promptly  disclose  all
Proprietary  Information  to the  Company,  shall  execute at the request of the
Company any  assignments  or other  documents  the Company may  reasonably  deem
necessary to protect or perfect its rights therein, and shall assist the Company
in any reasonable respect, at the Company's expense, in obtaining, defending and
enforcing the Company's rights therein. Executive hereby appoints the Company as
his attorney-in-fact to execute on his behalf any assignments or other documents
deemed  necessary  by the  Company  to  protect  or  perfect  its  rights to any
Proprietary   Information  should  Executive  fail  to  provide  him  reasonable
cooperation.

     6.3 At any time during or after the term of  employment,  Executive  agrees
that he will fully  cooperate with any reasonable  requests of the Company,  its
attorneys  and  agents in the  preparation  and  filing of all  papers and other
documents  as may be required to perfect the


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                                      -12-

Company's rights in and to any of such Proprietary Information,  but not limited
to, joining in any proceedings to obtain letters patent, copyrights,  trademarks
or other legal rights of the United States and of any and all other countries on
such Proprietary Information,  provided that the Company shall bear the expenses
of such  proceedings,  and that any  patent  or other  legal  right so issued to
Executive,  personally  shall be assigned by  Executive  to the Company  without
change by Executive.

     6.4 Immediately upon termination of Executive's employment, Executive shall
deliver to Cache all copies of data and  information in any way associated  with
Cache or the performance of Executive's  duties  including,  but not limited to,
all   Confidential   Information   (as  defined  in  Section  7.1),   documents,
correspondence,  notebooks, reports, computer programs, drawings, designs, lists
and all other materials and copies thereof  (including  computer discs and other
electronic media) relating in any way to the business of Cache. Immediately upon
termination  of  Executive's  employment,  Executive  shall deliver to Cache all
tangible property belonging or licensed to Cache, including, without limitation,
cell phones, facsimile machines, computers, pagers and credit cards.

7.0  CONFIDENTIALITY; NON-COMPETE

     7.1  CONFIDENTIALITY  AND NONDISCLOSURE OF INFORMATION.  During Executive's
tenure with Cache,  he has had and will have access to  information  relating to
the  business of Cache,  including  writings,  equipment,  processes,  drawings,
reports, designs, manuals,  invention records,  financial information,  business
plans,  customer  lists,  the identity of or other facts relating to prospective
customers,  inventory lists, arrangements with suppliers and customers, computer
programs,  or other  material  embodying  trade  secrets,  customer  or  product
information  or


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                                      -13-

technical or business information of Cache (all of which,  excluding information
and  materials  which are or become  generally  available  or known  within  the
industry or to the public other than as a result of  disclosure  by Executive or
his representatives, hereinafter are referred to as "CONFIDENTIAL INFORMATION").
Executive acknowledges that the Confidential Information constitutes a valuable,
special and unique  asset of Cache as to which Cache has the right to retain and
hereby  does retain all of its  proprietary  interests.  However,  access to and
knowledge of the  Confidential  Information  is essential to the  performance of
Executive's  duties. In recognition of this fact,  Executive agrees that he will
not, during or after his employment with Cache, disclose any of the Confidential
Information to any person,  firm,  corporation,  association or other entity for
any reason or purpose  whatsoever (except as necessary in the performance of his
duties during his employment with Cache) or make use of any of the  Confidential
Information  for his  purposes or those of another.  In the event  Executive  is
required  or  requested  by legal  process to disclose  any of the  Confidential
Information,   Executive   shall  provide  Cache  with  prompt  notice  of  such
requirement  or  request  so  that  Cache  may,  at its  own  expense,  seek  an
appropriate  protective  order or waive  compliance  with the provisions of this
Section 7.1 to the extent  required  to comply  with the request or order.  If a
protective order is not obtained and/or if reasonable proof thereof is not given
by Cache to Executive by written  notice and received by Executive no later than
one (1) business day  preceding  the date on which such  disclosure is required,
Executive may disclose all or a portion of the  Confidential  Information to the
extent required by such legal process or permitted by the waiver, or both.

     7.2  NON-COMPETE.  (a) Executive  acknowledges  and  recognizes  the highly
competitive  nature of the industry in which the business of Cache  ("BUSINESS")
is involved.


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                                      -14-

Accordingly,   in  consideration  of  the  premises  contained  herein  and  the
consideration  to be  received  hereunder,  and  in  consideration  of and as an
inducement  to  Cache  to  consummate  the  transaction   contemplated  by  this
Agreement,  during the term of his employment as set forth in this Agreement and
for a period of two (2) years following  termination  without  compensation,  or
during the period Executive receives  compensation  pursuant to Section 5.1 (the
"NON-COMPETE  PERIOD"),  Executive  shall not,  whether  as an agent,  employee,
consultant, advisor,  representative,  stockholder, member, partner, supplier or
joint venturer,  directly or indirectly,  own, manage, control,  participate in,
consult  with,  render  services  for,  sell to, or in any  manner  engage in or
represent any  Competitive  Business  anywhere in the world where Cache products
are sold during the term of Executive's  employment hereunder and as of the date
of  termination of such  employment.  As used herein,  a "COMPETITIVE  BUSINESS"
shall mean a specialty  retailer  selling  apparel and accessories to the female
"missy" customer or selling special occasion wear. The Competitive Businesses as
of the date hereof are listed on ANNEX A,  provided that Cache may amend ANNEX A
from  time to time to add  other  companies,  which  were  either  inadvertently
omitted  or  which  become  Competitive  Businesses  after  closing.   Executive
specifically  agrees that this covenant is an integral part of the inducement of
Cache to enter into this  Agreement,  and absent this  covenant  Cache would not
enter into this Agreement and that Cache shall be entitled to injunctive  relief
in addition to all other legal and equitable rights and remedies available to it
in connection with any breach by such person or its applicable affiliates of any
provision of this Section 7.2(a) and that,  notwithstanding  the  foregoing,  no
right, power, or remedy conferred upon or reserved or exercised by Cache in this
Section 7.2(a) is intended to be exclusive of any other right,  power or remedy,
each and every one of which (now or  hereafter  existing at law,  in equity,  by
statute or otherwise) shall be cumulative and concurrent.


<PAGE>

                                      -15-

     (b) Nothing herein shall prohibit  Executive from (i) being a passive owner
of not more than five percent (5.0%) of the outstanding  stock of any class of a
corporation  which  is  publicly  traded,  so long as  Executive  has no  active
participation in the business of such corporation, or (ii) performing his duties
pursuant to this agreement.

     (c)  During the  Non-Compete  Period,  Executive  shall  not,  directly  or
indirectly  through  another person (i) induce or attempt to induce any employee
of Cache or its affiliates to leave the employment of Cache or such affiliate or
in any way interfere with the relationship  between Cache or such affiliate,  on
the one hand, and any employee thereof,  on the other hand; (ii) hire any person
who was an employee of Cache or an  affiliate  thereof  until one (1) year after
such  individual's  employment  relationship  with Cache or such  affiliate  has
ended;  or (iii)  induce or attempt to induce any  customer,  supplier,  vendor,
licensee or other business  relation of any of Cache or any affiliate thereof to
cease doing business with Cache or such affiliate,  or in any way interfere with
the  relationship  between  any such  customer,  supplier,  vendor,  licensee or
business  relation,  on the one hand, and Cache or such affiliate,  on the other
hand.

     (d) Executive  understands  that the foregoing  restrictions  may limit his
ability  to  earn a  livelihood  in a  business  similar  to the  Business,  but
nevertheless  believes,  that  he  has  received  and  will  receive  sufficient
consideration  and other benefits as provided  hereunder to clearly justify such
restrictions which, in any event (given its education,  skills and ability),  he
does not believe would prevent him from  otherwise  earning a living.  Executive
has carefully  considered the nature and extent of the restrictions  placed upon
him by this  Agreement,  and hereby  acknowledges  and agrees  that the same are
reasonable in time,  scope and territory,  do not confer a benefit upon Cache or
any of its  affiliates  disproportionate  to the  detriment  of  Executive,  are


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                                      16-

reasonable  and necessary for the protection of Cache and its affiliates and are
an essential inducement to Cache to consummate the transactions  contemplated by
this Agreement.

     (e) If,  at the  time  of  enforcement  of this  Section  7.2,  a court  or
arbitrator holds that the restrictions  stated herein are unreasonable under the
circumstances then existing, the parties agree that the maximum period, scope or
geographical area reasonable under such  circumstances  shall be substituted for
the  stated  period,  scope  or  area  determined  to be  reasonable  under  the
circumstances by such court or arbitrator, as applicable.

     (f)  Executive  covenants and agrees that he will not seek to challenge the
enforceability  of the covenants  contained in this Section 7.2 against Cache or
any of its  affiliates,  nor will  Executive  assert as a defense  to any action
seeking  enforcement of the provisions  contained in this Section 7.2 (including
an action seeking  injunctive  relief) that such  provisions are not enforceable
due to lack of sufficient  consideration received by Executive so long as (i) no
"event of default" has occurred and is continuing  under the Note (as defined in
the Asset Purchase  Agreement) or (ii) no default has occurred and is continuing
with  respect  to the  payment  of any  Earn-Out  Payment  or any other  payment
obligations  due and payable under the Purchase  Agreement.  The parties  hereto
agree and acknowledge  that money damages would not be an inadequate  remedy for
any  breach  of this  Section  7.2.  Therefore,  in the  event  of a  breach  or
threatened  breach by Executive of this Section 7.2,  Cache or its successors or
assigns may, in addition to other  rights and remedies  existing in their favor,
apply to any court of competent  jurisdiction  for specific  performance  and/or
injunctive or other relief in order to enforce,  or prevent any  violations  of,
the provisions of this Section 7.2 (without posting a bond or other security).


<PAGE>

                                      -17-

8.0  COOPERATION BY EXECUTIVE

     Executive agrees,  during and after his employment with Cache, to cooperate
with  reasonable  requests of Cache in any legal  proceedings or with respect to
any regulatory  matters  relating to the period of Executive's  employment  with
Cache,  provided  that any  reasonable  travel,  room and board  expenses  which
Executive incurs in rendering such cooperation will be reimbursed by Cache.

9.0  CONFIDENTIALITY OF AGREEMENT; NO DISPARAGEMENT

     9.1 Both during and after  Executive's  employment  with  Cache,  Cache and
Executive  agree  to make  reasonable  efforts  to  keep  the  contents  of this
Agreement confidential (except with respect to such party's counsel, accountant,
financial  advisors and any person requiring such information in connection with
a loan  application  or credit rating,  or any member of  Executive's  immediate
family or any person sharing Executive's principal residence,  in all cases with
the understanding  that such persons will maintain the  confidentiality  of said
Agreement).   Executive  further  agrees,  both  during  and  after  Executive's
employment  with Cache,  not to  disparage  or ridicule  Cache or any of Cache's
officers, or any member of Cache's Board.

     9.2 Cache agrees that,  both during and after  Executive's  employment with
Cache, it will not disparage or ridicule Executive for any reason whatsoever.

10.0 INJUNCTIVE RELIEF

     Executive acknowledges that damage to Cache from Executive's breach of this
Agreement cannot be remedied solely by the recovery of damages,  and agrees that
in the event of


<PAGE>

                                      -18-

any breach or threatened  breach of any of the  provisions of Sections 6, 7 or 9
of this Agreement, Cache may pursue both injunctive relief and any and all other
remedies available at law or in equity for any such breach or threatened breach,
including the recovery of damages.  Cache  acknowledges that damage to Executive
from Cache's breach of Section 9.2 of this Agreement  cannot be remedied  solely
by the  recovery  of  damages,  and  agrees  that in the event of any  breach or
threatened  breach of Section 9.2,  Executive may pursue both injunctive  relief
and any and all other remedies available at law or in equity for any such breach
or threatened breach, including the recovery of damages.

11.0 ASSIGNABILITY; BINDING EFFECT

     The terms and provisions of this Agreement  shall be binding upon and inure
to the benefit of Cache and its successors  and assigns.  Any assignment of this
Agreement by Cache shall not operate as a release by Executive of any of Cache's
obligations  under this payment for which Cache shall continue to be responsible
notwithstanding  such  assignment.  This  Agreement  calls for the  provision of
personal services and, accordingly, shall not be assignable by Executive.

12.0 MISCELLANEOUS

     12.1 This Agreement, along with the Asset Purchase Agreement supersedes all
prior agreements  between the parties on the subject hereof. To the extent terms
of this Agreement conflict with the terms of Asset Purchase Agreement, the terms
of Asset Purchase Agreement shall prevail and control. None of the terms of this
Agreement shall be deemed to be waived or modified,  nor shall this Agreement be
renewed,  or  extended,  except by an express  agreement  in


<PAGE>

                                      -19-

writing, signed by Executive and Cache. There are no representations,  promises,
warranties,  covenants  or  undertakings,  other  than those  contained  in this
Agreement or in the Asset Purchase  Agreement,  which  agreements  represent the
entire  understanding of the parties.  The failure of a party hereto to enforce,
or the  delay  by a party  hereto  to  enforce,  any of its  rights  under  this
Agreement  shall  not be  construed  as a  waiver  of any  such  party's  rights
hereunder. Paragraph headings contained in this Agreement have been inserted for
convenience of reference only, are not to be considered a part of this Agreement
and shall not affect the  interpretation  of any provision  hereof. In the event
any of the provisions of this Agreement,  or any portion thereof,  shall be held
to be invalid or unenforceable, the validity and enforceability of the remaining
provisions  hereof  shall not be affected or impaired  but shall  remain in full
force and effect.  This Agreement  shall be governed and construed in accordance
with the laws of the State of New York,  applicable to agreements made and to be
performed  therein.  Any action brought in connection  herewith shall be brought
exclusively  in the federal or New York State courts  sitting in the City of New
York,  County of New York and each party hereby consents to the  jurisdiction of
such courts (and of the  appropriate  appellate  courts  therefrom)  in any such
suit,  action or  proceeding  and  irrevocably  waives,  to the  fullest  extent
permitted by law, any objection which it may now or hereafter have to the laying
of the venue of any such suit,  action or  proceeding  in any such court or that
any such suit,  action or proceeding which is brought in any such court has been
brought in an  inconvenient  forum.  A final  judgment in any such action may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided by applicable law.

     12.2  NOTICES.  Any notices  under this  Agreement  shall be in writing and
shall be given by personal  delivery,  facsimile,  by  certified  or  registered
letter, return receipt requested, or a


<PAGE>

                                      -20-

nationally-recognized overnight delivery service; and shall be deemed given when
personally  delivered,  upon actual  receipt of the  facsimile  or  certified or
registered  letter,  or  on  the  business  day  next  following  delivery  to a
nationally-recognized  overnight  delivery  service at the  addresses  set forth
below in this  Agreement  or to such other  address or addresses as either party
shall have specified in writing to the other party hereto.

IF TO CACHE:                                IF TO EXECUTIVE:
Thomas E. Reinckens                         Robert Kantor
Cache, Inc.                                 66 Leonard Street Apt. 3 E
1440 Broadway                               New York, NY 10013
New York, NY  10018
Facsimile: (212) 764-2082                     Facsimile: (212) 869-5356

     12.3  SURVIVAL.  The  provisions  of Sections 4, 5, 6, 7, 8 9, 10 and 12 of
this  Agreement  shall  survive  the  termination  of  this  Agreement,  and  of
Executive's employment.

    [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]


<PAGE>

                                      -21-

     IN WITNESS WHEREOF,  the undersigned,  intending to be legally bound,  have
executed this Agreement on the date first above written.

CACHE, INC.


By: /s/ Thomas E. Reinckens                           /s/ Robert Kantor
    ---------------------------------                 --------------------------
    Name: Thomas E. Reinckens                         ROBERT KANTOR
    Title: President and Chief Operating Officer


<PAGE>


                                                                         Annex A


             COMPETITIVE BUSINESSES AS OF THE DATE OF THIS AGREEMENT



AnnTaylor Stores Corp.
Arden B.
Anthropologie
Banana Republic
BCBG Max Azria
Bebe Stores, Inc.
Chico's FAS Inc.
Express
Guess? Inc.
J Jill
Max Studio
New York & Company Inc.
Talbots Inc.
White House | Black Market


<PAGE>

                                      -23-

                                                                         Annex B



                             ARBITRATION PROVISIONS


     (a) The party invoking  arbitration  under this provisions shall notify the
other party in writing,  and such notice shall propose an arbitrator,  who shall
be required to complete a disclosure of interest form;

     (b) the parties will confer in good faith to select a mutually  agreed upon
arbitrator,  but in the  event  they  fail to do so  within 10 days of notice to
file, shall notify the American Arbitration  Association (the "AAA") in New York
City, New York;

     (c) the parties  shall request that the AAA work with the parties to select
a single arbitrator  pursuant to the method and manner contemplated by the AAA's
National Rules for the Resolution of Employment Disputes;

     (d) the arbitration shall be conducted in New York City;

     (e)  the  arbitration,   including  the  arbitrator's  decision,  shall  be
completed within 30 days of selection of the arbitrator.  The arbitration  shall
prepare  and  distribute  findings  of fact and set forth the  reasons  for such
decisions;

     (f) the arbitrator  shall have no authority to assess punitive or exemplary
damages as to any dispute (i) arising out of or  concerning  the  provisions  of
this  Agreement or (ii) otherwise  arising out of the  employment  relationship,
except  as and  unless  such  damages  are  expressly  authorized  by  otherwise
applicable and controlling statutes; and

     (g) the  arbitrator's  decision shall be final and binding and  enforceable
and not subject to vacatur in any court of competent jurisdiction