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                                                                 Exhibit 10.14

                          ACCESSORIES ASSOCIATES, INC.
                          ----------------------------

                        NON-QUALIFIED EXCESS 401(K) PLAN
                        --------------------------------


                                    SECTION 1
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                                   Definitions
                                   -----------


1.1.      "CODE" means the Internal Revenue Code of 1986, as amended from time
to time. Any reference to a section of the Code includes any comparable section
or sections of any future legislation that amends, supplements or supersedes
that section.

1.2.      "COMPANY" means Accessories Associates, Inc., a Rhode Island
corporation.

1.3.      "COMPENSATION" means total taxable salary, bonuses and commissions
paid to a Participant by the Employer (determined without regard to any amounts
in the Participant's Deferred Compensation Account).

1.4.      "DEFERRED COMPENSATION ACCOUNT" means the bookkeeping account
maintained under the Plan in the Participant's name to reflect amounts deferred
under the Plan pursuant to Section 3 and any Company Contributions made on
behalf of the Participant pursuant to Section 3.

1.5.      "DEFERRAL ELECTION" means a written notice filed by the Participant
with the Company specifying the Compensation to be deferred by the Participant.

1.6.      "DISTRIBUTION DATE" means the date a Participant terminates employment
with the Company for whatever reason.

1.7.      "EFFECTIVE DATE" means April 23, 1997.

1.8.      "EMPLOYEE" means an employee of the Company who meets the eligibility
criteria set forth in Subsection 3.1 of the Plan and who is a member of a select
group of management or highly compensated employees as defined under ERISA or
the regulations thereunder.

1.9.      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time. Any reference to a section of ERISA includes any
comparable section or sections of any future legislation that amends,
supplements or supersedes that section.

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1.10.     "PARTICIPANT" means an Employee who meets the eligibility criteria set
forth in Subsection 3.1 and who has made a Deferral Election in accordance with
the terms of the Plan.

1.11.     "PLAN" means the provisions of the Plan, as set forth herein.

1.12.     "PLAN YEAR" means the calendar year.

1.13.     "UNFORESEEABLE FINANCIAL EMERGENCY" means a severe financial hardship
of the Participant resulting from:

          (a)  expenses incurred or necessary for medical care, described in
Code Section 213(d) of the Participant, his or her spouse, children and other
dependents,

          (b)  the purchase (excluding mortgage payments) of the principal
residence for the Participant,

          (c)  payment of tuition and related educational expenses for the next
twelve (12) months of post-secondary education for the Participant, his or her
spouse, children or other dependents,

          (d)  the need to prevent eviction of the Participant from or a
foreclosure on the mortgage of, the Participant's principal residence, or

          (e)  such other similar extraordinary and unforeseeable circumstances
resulting from events beyond the control of the Participant.

Whether a Participant has an Unforeseeable Financial Emergency shall be
determined in the sole discretion of the Plan Administrator.

1.14.     "VALUATION DATE" means the last day of any calendar month.

1.15      "401(K) PLAN" means the Accessories Associates, Inc. 401(k) Plan, as
amended.


                                    SECTION 2
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                           Purpose and Administration
                           --------------------------

2.1.      PURPOSE. The Company has established the Plan primarily for the
purpose of providing deferred compensation to a select group of management or
highly compensated employees of the Company. The Plan is intended to be a
top-hat plan described in Section 201(2) of ERISA. The Company intends that the
Plan (and any Trust under the Plan (as described in Subsection 6.1)) shall be
treated as unfunded for tax purposes and for purposes of Title I of ERISA. The
Company's obligations hereunder, if any, to a Participant (or to a Participant's
beneficiary) shall be unsecured and shall be a mere


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promise by the Company to make payments hereunder in the future. A Participant
(or the Participant's beneficiary) shall be treated as a general unsecured
creditor of the Company.

2.2.      ADMINISTRATION. The Plan shall be administered by the Plan
Administrator. The Plan Administrator shall serve at the pleasure of the
Company's Board of Directors and may be removed by such Board, with or without
cause. The Plan Administrator may resign upon prior written notice to the
Company's Board of Directors.

The Plan Administrator shall have the powers, rights, and duties set forth in
the Plan and shall have the power, in the Plan Administrator's sole and absolute
discretion, to determine all questions arising under the Plan, including the
determination of the rights of all persons with respect to the Plan and to
interpret the provisions of the Plan and remedy any ambiguities,
inconsistencies, or omissions. Any decisions of the Plan Administrator shall be
final and binding on all persons with respect to the Plan and the benefits
provided under the Plan. The Plan Administrator may delegate the Plan
Administrator's authority under the Plan to one or more officers or directors of
the Company; provided, however, that (a) such delegation must be in writing, and
(b) the officers or directors of the Company to whom the Plan Administrator is
delegating authority must accept such delegation in writing.

If a Participant is serving as the Plan Administrator (either individually or as
a member of a committee), the Participant may not decide or determine any matter
or question concerning such Participant's benefits under the Plan that the
Participant would not have the right to decide or determine if the Participant
were not serving as the Plan Administrator.

                                    SECTION 3
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                 Eligibility Participation. Deferral Elections.
                 ---------------------------------------------
                           and Employer Contributions
                           --------------------------

3.1.      ELIGIBILITY AND PARTICIPATION. Subject to the conditions and
limitations of the Plan, only those Employees of the Company who are designated
as eligible to participate in the Plan by the Board of Directors of the Company
shall be eligible to participate in the Plan:

Any individuals specified above by the Company may be changed by action of the
Company. An Employee shall become a Participant in the Plan upon the execution
and filing with the Plan Administrator of a written election to defer a portion
of the Employee's Compensation. A Participant shall remain a Participant until
the entire balance of the Participant's Deferred Compensation Account has been
distributed.

3.2.      RULES FOR DEFERRAL ELECTIONS. Any person identified in Subsection 3.1
may make a Deferral Election to defer receipt of Compensation he or she
otherwise would be entitled to receive for a Plan Year in accordance with the
rules set forth below:


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          (a)  All Deferral Elections must be made in writing on the form
               prescribed by the Plan Administrator and will be effective only
               when filed with the Plan Administrator no later than the date
               specified by the Plan Administrator. In no event may a Deferral
               Election be made later than the last day of the Plan Year
               preceding the Plan Year in which the amount being deferred would
               otherwise be made available to the Participant. However, in the
               case of a Participant's initial year of employment or association
               with the Company, the Participant may make a Deferral Election
               with respect to Compensation for services to be performed
               subsequent to such Deferral Election, provided such election is
               made no later than 30 days after the date the Participant first
               becomes eligible for the Plan. Furthermore, in the case of a
               short initial Plan Year, each Participant may make a Deferral
               Election with respect to Compensation for services to be
               performed subsequent to such Deferral Election, provided such
               election is made no later than 30 days after the Effective Date.

          (b)  With respect to Plan Years following the Participant's initial
               Plan Year of participation in the Plan, failure to complete a
               subsequent Deferral Election shall constitute a waiver of the
               Participant's right to elect a different amount of Compensation
               to be deferred for each such Plan Year and shall be considered an
               affirmation and ratification to continue the Participant's
               existing Deferral Election. However, a Participant may, prior to
               the beginning of any Plan Year, elect to increase or decrease the
               amount of Compensation to be deferred for the next following Plan
               Year by filing another Deferral Election with the Plan
               Administrator in accordance with paragraph (a) above.

          (c)  A Deferral Election in effect for a Plan Year may not be modified
               during the Plan Year, except that a Participant may terminate the
               Participant's Deferral Election during a Plan Year in the event
               of an Unforeseeable Financial Emergency.

3.3.      AMOUNTS DEFERRED:

               DEFERRAL OF A PERCENTAGE OF COMPENSATION. Commencing on the
               Effective Date, a Participant may elect to defer up to 15% of the
               Participant's Compensation for a Plan Year. The amount of
               Compensation deferred by a Participant shall be credited to the
               Participant's Deferred Compensation Account as of the Valuation
               Date coincident with or immediately following the date such
               Compensation would, but for the Participant's Deferral Election,
               be payable to the Participant.

3.4.      EMPLOYER CONTRIBUTIONS. The Company shall credit to the Deferred
Compensation Account of any Participant the amount of the matching contribution
the Company would have made for the Plan Year under the Company's 401(K) Plan
with respect to any


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Deferred Election. Any Company Contribution for a Plan Year will be credited to
a Participant's Deferred Compensation Account as of the Valuation Date specified
by the Company.

                                    SECTION 4
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                         Deferred Compensation Accounts
                         ------------------------------

4.1.      DEFERRED COMPENSATION ACCOUNTS. All amounts deferred pursuant to one
or more Deferral Elections under the Plan and any Company Contributions shall be
credited to a Participant's Deferred Compensation Account and shall be adjusted
under Subsection 4.2.

4.2.      INVESTMENT OF DEFERRAL ACCOUNT. The Participant's Deferred
Compensation Account shall be treated as if it has been invested in insurance
contracts, annuities or other investments the Plan Administrator shall from time
to time select. The Company may, but is not required to, purchase such an
insurance policy. Further, for purposes of determining adjustments to the
Account, the Corporation may, but is not required to, adopt suggestions of the
Employee as to the investment options that are or could be selected under such
policy in accordance with the terms and conditions of the policy. To the extent
that the Company does, in its discretion, purchase or hold the above described
policy, it shall remain the sole property of the Company as owner and
beneficiary (except as permitted by Subsection 6.1) and subject to the claims of
its general creditors and it shall not be deemed to form part of the Account.
Neither Employee nor any of his/her legal representatives nor any beneficiary
designated by the Employee shall have any right, other than the right of an
unsecured general creditor, against the Company in respect to any portion of the
Account. As of each Valuation Date, the Plan Administrator shall adjust amounts
in a Participant's Deferred Compensation Account to reflect earnings
attributable to the Participant's Deferred Compensation Account.

4.3.      VESTING. A Participant shall be fully vested in the amounts in the
Participant's Deferred Compensation Account attributable to both the
Participant's Deferral Elections and the Company's Contributions under the Plan.

                                    SECTION 5
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                               Payment of Benefits
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5.1.      TIME AND METHOD OF PAYMENT. Payment of the vested portion of a
Participant's Deferred Compensation Account shall be made as soon as practicable
following the Valuation Date coincident with or next following the Participant's
Distribution Date; Payment of the vested portion of a Participant's Deferred
Compensation Account shall be made in a single, lump sum payment.

5.2.      PAYMENT UPON DISABILITY. In the event a Participant becomes disabled
(as defined below) while the Participant is employed by the Company, payment of
the Participant's


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Deferred Compensation Account shall be made as soon as practicable after the
Valuation Date coincident with or next following the date on which the Plan
Administrator determines that the Participant is disabled. For purposes of this
Subsection 5.2, a Participant shall be considered "Disabled" if the Participant
is unable to engage in any substantially gainful activity by reason of any
medically determined physical or mental impairment that can be expected to
result in death or that has lasted or can be expected to last for a continuous
period of not less than twelve months. Whether a Participant is disabled for
purposes of the Plan shall be determined by the Plan Administrator, and in
making such determination, the Plan Administrator may rely on the opinion of a
physician (or physicians) selected by the Plan Administrator for such purpose.

5.3.      PAYMENT UPON DEATH OF A PARTICIPANT. A Participant's Deferred
Compensation Account shall be paid to the Participant's beneficiary (designated
in accordance with Subsection 5.4) in a single lump sum as soon as practicable
following the Valuation Date coincident with or next following the Participant's
death.

5.4.      BENEFICIARY. If a Participant is married on the date of the
Participant's death, the Participant's beneficiary shall be the Participant's
spouse, unless the Participant names a beneficiary or beneficiaries (other than
the Participant's spouse) to receive the balance of the Participant's Deferred
Compensation Account in the event of the Participant's death prior to the
payment of the Participant's Deferred Compensation Account. To be effective, any
beneficiary designation must be filed in writing with the Plan Administrator in
accordance with rules and procedures adopted by the Plan Administrator for that
purpose. A Participant may revoke an existing beneficiary designation by filing
another written beneficiary designation with the Plan Administrator. The latest
beneficiary designation received by the Plan Administrator shall be controlling.
If no beneficiary is named by a Participant, or if the Participant survives all
of the Participant's named beneficiaries and does not designate another
beneficiary, the Participant's Deferred Compensation Account shall be paid in
the following order of precedence:

          (a)  The Participant's spouse;

          (b)  The Participant's children (including adopted children) per
               stirpes; or

          (c)  The Participant's estate.

5.5.      UNFORESEEABLE FINANCIAL EMERGENCY. If the Plan Administrator
determines that a Participant has incurred an Unforeseeable Financial Emergency,
the Participant may receive in cash the portion of the balance of the
Participant's Deferred Compensation Account needed to satisfy the Unforeseeable
Financial Emergency, but only if the Unforeseeable Financial Emergency may not
be relieved (a) through reimbursement or compensation by insurance or otherwise
or (b) by liquidation of the Participant's assets to the extent the liquidation
of such assets would not itself cause severe financial hardship. A payment on
account of an Unforeseeable Financial Emergency shall not be in excess of the
amount needed to relieve such Unforeseeable Financial Emergency and shall be
made as


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soon as practicable following the date on which the Plan Administrator approves
such payment.

5.6.      WITHHOLDING OF TAXES. In connection with the Plan, the Company shall
withhold any applicable Federal, state or local income tax and any employment
taxes, including Social Security taxes, at such time and in such amounts as is
necessary to comply with applicable laws and regulations.

                                    SECTION 6
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                                  Miscellaneous
                                  -------------

6.1.      FUNDING. The Company may, but shall not be required to establish and
maintain one or more grantor trusts (individually, a "Trust") to hold assets to
be used for payment of benefits under the Plan. A Trust shall conform with the
terms of Internal Revenue Service Revenue Procedure 92-64 (or any subsequent
administrative ruling). The assets of the Trust with respect to benefits payable
to the Participants shall remain the assets of the Company subject to the claims
of its general creditors. Any payments by a Trust of benefits provided to a
Participant under the Plan shall be considered payment by the Company and shall
discharge the Company from any further liability under the Plan for such
payments.

6.2.      RIGHTS. Establishment of the Plan shall not be construed to give any
Employee the right to be retained by the Company or to any benefits not
specifically provided by the Plan.

6.3.      INTERESTS NOT TRANSFERABLE. Except as to withholding of any tax under
the laws of the United States or any state or locality and the provisions of
Subsection 6.7, no benefit payable at any time under the Plan shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
or any other encumbrance of any kind or to any attachment, garnishment, or other
legal process of any kind. Any attempt by a person (including a Participant or a
Participant's beneficiary) to anticipate, alienate, sell, transfer, assign,
pledge, or otherwise encumber any benefits under the Plan, whether currently or
thereafter payable, shall be void. If any person shall attempt to, or shall
alienate, sell, transfer, assign, pledge or otherwise encumber such person's
benefits under the Plan, or if by any reason of such person' s bankruptcy or
other event happening at any time, such benefits would devolve upon any other
person or would not be enjoyed by the person entitled thereto under the Plan,
then the Plan Administrator, in the Plan Administrator's sole discretion, may
terminate the interest in any such benefits of the person otherwise entitled
thereto under the Plan and may hold or apply such benefits in such manner as the
Plan Administrator may deem proper.

6.4.      UNCLAIMED AMOUNTS. Unclaimed amounts shall consist of the amounts in
the Deferred Compensation Account of a Participant that cannot be distributed
because of the Plan Administrator's inability, after a reasonable search, to
locate a Participant or the


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Participant's beneficiary, as applicable, within a period of two years after the
Distribution Date upon which the payment of benefits became due. Unclaimed
amounts shall be forfeited at the end of such two-year period. These forfeitures
will reduce the obligations of the Company, if any, under the Plan. After an
unclaimed amount has been forfeited, the Participant or beneficiary, as
applicable, shall have no further right to amounts in the Participant's Deferred
Compensation Account.

6.5.      CONTROLLING LAW. The law of the state of incorporation of the Company
shall be controlling in all matters relating to the Plan to the extent not
preempted by Federal law.

6.6.      ACTION BY THE COMPANY. Except as otherwise specifically provided
herein, any action required of or permitted to be taken by an Company under the
Plan shall be by resolution of its Board of Directors or by resolution of a duly
authorized committee of its Board of Directors or by action of a person or
persons authorized by resolution of such Board of Directors or such committee.

6.7.      OFFSET FOR OBLIGATIONS TO COMPANY. If, at such time as a Participant
or a Participant's beneficiary becomes entitled to benefit payments hereunder,
the Participant has any debt, obligation or other liability representing an
amount owing to the Company or an affiliate of the Company, and if such debt,
obligation, or other liability is due and owing at the time benefit payments are
payable hereunder, the Company may offset the amount owing it or an affiliate
against the amount of benefits otherwise distributable hereunder.

6.8.      CLAIMS PROCEDURES. Any person (hereinafter referred to as a
"Claimant") who believes that he or she is being denied a benefit to which he or
she may be entitled under the Plan may file a written request for such benefit
with the Plan Administrator. Such written request must set forth the Claimant's
claim and must be addressed to the Plan Administrator, at the Company's
principal place of business. Upon receipt of a claim, the Plan Administrator
shall advise the Claimant that a reply will be forthcoming within ninety days
and shall deliver a reply within ninety days. The Plan Administrator may,
however, extend the reply period for an additional ninety days for reasonable
cause. If the claim is denied in whole or in part, the Plan Administrator shall
issue a written determination, using language calculated to be understood by the
Claimant, setting forth:

          (a)  The specific reason or reasons for such denial;

          (b)  The specific reference to pertinent provisions of the Plan upon
               which such denial is based;

          (c)  A description of any additional material or information necessary
               for the Claimant to perfect the Claimant's claim and an
               explanation why such material or such information is necessary;
               and


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          (d)  Appropriate information as to the steps to be taken if the
               Claimant wishes to submit the claim for review, and the time
               limits for requesting such a review.

Within sixty days after the receipt by the Claimant of the written determination
described above, the Claimant may request in writing, that the Plan
Administrator review the Plan Administrator's determination. The request must be
addressed to the Plan Administrator, at the Company's principal place of
business. The Claimant or the Claimant's duly authorized representative may, but
need not, review the pertinent documents and submit issues and comments in
writing for consideration by the Plan Administrator. If the Claimant does not
request a review of the Plan Administrator's determination within such sixty day
period, the Claimant shall be barred and estopped from challenging the Plan
Administrator's determination. Within sixty days after the Plan Administrator's
receipt of a request for review, the Plan Administrator will review the
determination. After considering all materials presented by the Claimant, the
Plan Administrator will render a written determination, written in a manner
calculated to be understood by the Claimant, setting forth the specific reasons
for the decision and containing specific references to the pertinent provisions
of the Plan on which the decision is based. If special circumstances require
that the sixty day time period be extended, the Plan Administrator will so
notify the Claimant and will render the decision as soon as practicable, but no
later than one hundred twenty days after receipt of the request for review.

6.9.      NOTICE. Any notice required or permitted to be given under the
provisions of the Plan shall be in writing, and shall be signed by the party
giving or making the same. If such notice, consent or demand is mailed to a
party hereto, it shall be sent by United States certified mail, postage prepaid,
addressed to such party's last known address as shown on the records of the
Company. Notices to the Plan Administrator should be sent in care of the Company
at the Company's principal place of business. The date of such mailing shall be
deemed the date of notice. Either party may change the address to which notice
is to be sent by giving notice of the change of address in the manner set forth
above.

                                    SECTION 7
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                            Amendment and Termination
                            -------------------------

7.1.      The Company intends the plan to be permanent, but reserves the right
at any time to modify, amend or terminate the Plan; provided however, that
except as provided below, any amendment or termination of the Plan shall not
reduce or eliminate any balance in a Participant's Deferred Compensation Account
accrued through the date of such amendment or termination. Upon termination of
the Plan, the Company may provide that notwithstanding the Participant's
Distribution Date, all Deferred Compensation Account balances will be
distributed on a date selected by the Company.


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     IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its
duly authorized officers on this 23rd day of April, 1997.

                                             ACCESSORIES ASSOCIATES, INC.


                                             By: /s/ Duane DeSisto
                                                 -------------------------------
                                             Its: Chief Financial Officer
                                                  ------------------------------


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