**Exhibit 10.14**

**EXECUTION ORIGINAL**

**FOURTH MASTER AMENDMENT TOSECOND AMENDED AND RESTATED REVOLVINGCREDIT AGREEMENT**

THIS FOURTH AMENDMENT TOSECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) isentered into as of November 30, 2005 by and between CACHÈ, INC., a Floridacorporation,  (“Borrower”) and BANK OFAMERICA, N.A. (as successor to Fleet National Bank) (the “Bank”).

**RECITALS**

WHEREAS, the Borrower and the Bank are parties to aSecond Amended and Restated Revolving Credit Agreement dated as of August 26,1996 (as amended by that certain Master Amendment to Revolving Credit Agreementand Security Agreement dated July 19, 1999, a certain Second MasterAmendment to Revolving Credit Agreement and Security Agreement dated November 21,2002, a certain Third Master Amendment to Second Amended and Restated RevolvingCredit Agreement dated May 20, 2004, and as the same may be furtheramended, (the “Agreement”); and

WHEREAS, the Borrower and the Bank have agreed tofurther amend the terms of the Agreement as set forth in this Amendment.

Now, therefore, inconsideration of Bank’s continued extension of credit and the agreementscontained herein, the parties agree as follows:

**AGREEMENT**

1)               **ACKNOWLEDGMENT OF BALANCE.** Borrower acknowledges that themost recent statement of accounts sent to Borrower with respect to the Loans iscorrect.

2)               **MODIFICATIONS.** The Agreement be and hereby is modified asfollows:

(A)      Section 1.1(b) ofthe Agreement is hereby deleted and a new Section 1.1(b) issubstituted therefore to read as follows:

(b)         Thetotal principal amount of all outstanding Loans, together with the face amountof all outstanding Letters of Credit, as hereinafter defined, shall not exceed$17,500,000; provided, however, that for one consecutive thirty-day period eachfiscal year of the Borrower, there shall be no Loans outstanding.

(B)       Section 4.5(d) ofthe Agreement is hereby deleted and a new Section 4.5(d) issubstituted therefore to read as follows:

(d)         Atthe request of the Bank, the Borrower will deliver to the Bank, within 30 daysafter the close of each calendar month, a statement setting forth in reasonabledetail the Borrower’s receivable, inventory, accounts payable, Indebtednesspayable to (or from) its officers and directors and its Indebtedness to banks(including the Bank) or other financial institutions.

(C)       Section 4.15 of theAgreement is hereby amended by deleting subsections (t) and (u) and replacingthe same with new subsections (t), (u) and (v) to read as follows:

(t)          TheBorrower shall not make capital expenditures in excess of $27,500,000 for thefiscal year ending December 31, 2005.

1

----

(u)         TheBorrower shall not make capital expenditures in excess of $30,000,000 for thefiscal years ending December 31, 2006, 2007 and 2008.

(v)         The Bankwill determine compliance with the foregoing based on the financial informationwhich the Borrower is required to submit to the Bank.

(D)      The definition of “ApplicableMargin” as contained in Section 5.1 (Certain Defined Terms) is herebydeleted and replaced in its entirety to read as follows:

“Applicable Margin” shall mean, with respect to Loanswhich are (i) Prime Rate Loans, minus (-) .25%; (ii) LIBOR Loans,1.50%, and (iii) COF Loans, 1.50%

(E)       The definition of “CommitmentTermination Date” as contained in Section 5.1 (Certain Defined Terms) ofthe Agreement is hereby deleted and replaced in its entirely to read asfollows:

“Commitment Termination Date” shall mean November 30,2008.

3)               **ACKNOWLEDGMENTS.** Borrower acknowledges and represent that:

(A)      the Agreement and the LoanDocuments, as amended hereby, are in full force and effect without any defense,claim, counterclaim, right or claim of set-off;

(B)       after giving effect to thisAmendment, no Default or Event of Default under the Agreement or the LoanDocuments has occurred;

(C)       no default by the Lender inthe performance of its duties under the Agreement or the Loan Documents hasoccurred;

(D)      all representations andwarranties contained herein and in the Agreement are true and correct as ofthis date;

(E)       borrower has taken allnecessary action to authorize the execution and delivery of this Amendment; and

(F)        this Amendment is amodification of an existing obligation and is not a novation.

4)               **PRECONDITIONS.** As a precondition to the effectiveness of anyof the modifications contained herein, the Borrower agrees to:

(A)      provide the Bank with aresolution, in form and substance acceptable to the Lender, which approves thetransaction contemplated hereby;

(B)       provide the Bank with the$17,500,000 Note dated of even date herewith; and

(C)       pay all fees and costsincurred by the Bank in entering into this Amendment and the other documentsexecuted in connection herewith.

5)               **MISCELLANEOUS.** This Amendment shall be constructed inaccordance with and governed by the laws of the applicable state as originallyprovided in the Agreement, without reference to that state’s conflicts of lawprinciples. This Amendment, the Agreement and the Loan Documents constitute thesole agreement of the parties with respect to the subject matter thereof andsupersede all oral negotiations and prior writings with respect to the subjectmatter thereof. No modifications of this Amendment, the Agreement, and nowaiver of any one or more of the provisions hereof shall be effective unlessset forth in writing and signed by the parties hereto. The illegality,unenforceability or inconsistency of any provision of this Amendment shall notin any way affect or impair the legality, enforceability or consistency of theremaining provisions of this Amendment, the Agreement or the Loan Documents. ThisAmendment and the Loan Documents are intended to be consistent. However, in theevent of any inconsistencies among this Amendment, the Agreement, and any ofthe 

2

----

Loan Documents, the termsof this Amendment, then the Agreement, shall control. This Amendment may beexecuted in any number of counterparts and by the different parties on separatecounterparts. Each such counterpart shall be deemed an original, but all suchcounterparts shall together constitute one and the same agreement. Terms usedin this Amendment which are capitalized and not otherwise defined herein shallhave the meanings ascribed to such terms in the Agreement and the LoanDocuments.

6)               **DEFINITIONS.** The terms used herein and not otherwise definedor modified herein shall have the meanings ascribed to them in the Agreement. Theterms used herein and not otherwise defined or modified herein or defined inthe Agreement shall have the meanings ascribed to them by the UniformCommercial Code as enacted in New Jersey.

**INWITNESS WHEREOF**, the undersigned have signed and sealed thisAmendment the day and year first above written.

| **WITNESS:**             | ** ** | **CACHE, INC**            |
|--------------------------|------------|---------------------------|
| /s/ Yam Ming Chen        |       | **By:**                   | /s/ Victor J. Coster |
| **Name:**  Yam Ming Chen |       |                      | **Name:** | Victor J. Coster |
|                     |       |                      | **Title:** | Treasurer |
|                     |       | **BANK OF AMERICA, N.A.** |
|                     |       | **By:**                   | /s/ Michael A. Cerullo |
|                     |       |                      | **Name:** | Michael A. Cerullo |
|                     |       |                      | **Title:** | Senior Vice President |

 

3

----

**EXECUTION ORIGINAL**

**NOTE**
| **$17,500,000** | ** ** | **November 30, 2005** |
|-----------------|------------|----------------------------|

 

FOR VALUE RECEIVED, the undersigned CACHÉ, INC., aFlorida corporation (the “Borrower”), hereby promises to pay to the order ofBANK OF AMERICA, N.A. (as successor to Fleet National Bank) (the “Bank”), on November 30,2008, the lesser of (a) the principal sum of Seventeen Million FiveHundred and 00/100 ($17,500,000.00) Dollars, or (ii) the aggregate unpaidprincipal amount of all Loans, as such term is defined in the Second Amendedand Restated Revolving Credit Agreement, dated August 26, 1996, by andbetween the Borrower and the Bank (as amended by the Master Amendment toRevolving Credit Agreement and Security Agreement dated July 19,1999, bythe second Master Amendment to Revolving Credit Agreement and SecurityAgreement dated November 21, 2002, by the Third Master Amendment to SecondAmended and Restated Revolving Credit Agreement dated May 20, 2004, andfurther by the Fourth Master Amendment to the Second Amended and RestatedRevolving Credit Agreement dated as of the date hereof and as it may from timeto time be further amended, modified or supplemented, referred to as the(Credit Agreement), then outstanding. The Borrower further promises to pay theBank interest on the unpaid principal amount hereof from the date hereof untilmaturity at the rates annum set forth in or established pursuant to the CreditAgreement and as calculated therein. Interest on this Note for each Prime LoanRate, LIBOR Loan or COF Loan, as the case may be, shall be payable prior tomaturity on the last day of the applicable Interest Period therefor. Interestshall be payable on maturity of this Note, whether at stated maturity, byacceleration or otherwise. In the event that any payment shall not be receivedby Bank within ten (10) days of the due date, the undersigned shall, tothe extent permitted by law, pay Bank a late charge of five percent (5%) of theoverdue payment. Any such late charge assessed shall be immediately due andpayable. In no event shall any such payments of interest, charges or late feesexceed the maximum amount permitted by law.

Anything herein to the contrary notwithstanding, theobligation of the Borrower to make payments of interest shall be subject to thelimitation that payments of interest shall not be required to be made to theBank to the extent that the Bank’s receipt thereof would not be permissibleunder the law or laws applicable to the Bank limiting rates of interest whichmay be charged or collected by the Bank. Any such payments of interest whichare not made as a result of the limitation referred to in the proceedingsentence shall be made by the Borrower to the Bank on the earliest interestpayment date or dates on which the receipt thereof would be permissible undersuch laws applicable to the Bank interest shall not bear interest.

Payments of both principal and interest on this Noteare to be made at the office of the bank, at 750 Walnut Avenue Cranford, NJ07016 or such other places as the Bank shall designate to the Borrower inwriting, in lawful money of the United States of America in immediatelyavailable funds.

This Note is secured in the manner provided in theCredit Agreement and the Security Documents, is subject to prepayment upon theterms and conditions thereof and is entitled to the benefits thereof.

The Bank is hereby authorized by the Borrower torecord on the schedule annexed to this Note (or on a supplemental schedulethereto) the amount of each Loan made by the Bank to the Borrower and theamount of each payment or prepayment of principal of such notation shall notaffect the rights of the Bank or the obligations of the Borrower hereunder inrespect to this Note.

Upon the occurrence of any Event of Default, asdefined in the Credit Agreement, the principal amount of and accrued intereston this Note may be declared due and payable in the manner and with the effectprovided in the Credit Agreement. The Borrower hereby agrees to pay the costsof collection and reasonable attorneys’ fees and expenses in case defaultoccurs in the payment of this Note.

4

----

This Note shall replace and supersede the Note made bythe Borrower to the order of the Bank dated May 20, 2004 (the “Prior Note”);provided, however, that the execution and delivery of this Note shall not inany circumstance be deemed to have terminated, extinguished or discharged theBorrower’s indebtedness under such Prior Note, all of which indebtedness shallcontinue under and be governed by this Note and the documents, instruments andagreements executed pursuant hereto or in connection herewith. This Note is areplacement, consolidation, amendment and restatement of the Prior Note and ISNOT A NOVATION. The Borrower shall also pay and this Note shall also evidenceany and all unpaid interest in all Loans made by the Bank to the Borrowerpursuant to the Prior Note, and at the interest rate specified therein, forwhich this Note has been issued as replacement therefor.

All terms used in this Note and not otherwise definedherein shall have the same meanings that such terms have in the CreditAgreement.

THIS NOTE IS BEINGDELIVERED IN AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OFTHE STATE OF NEW JERSEY WITHOUT REGARD TO THR PRINCIPLES OF CONFLICT OF LAWS.
|            | **CACHÉ, INC** |
|------------|---------------------|
| ** ** | ** **          | ** ** |
| ** ** | ** **          | ** ** |
| ** ** | **By:**             | /s/ VICTOR J. COSTER |
| ** ** | ** **          | **Name:** | Victor J. Coster |
| ** ** | ** **          | **Title:** | Treasurer |

 

5

----

**SCHEDULE TO NOTE**

ThisNote evidences the Loans made under the within described Credit Agreement, inthe principal amounts, of the types (Prime Rate or LIBOR Loans) and on thedates set forth below, and, with respect to LIBOR Loans, for the interestperiod set forth below, subject to the payments or prepayments of principal setforth below:

| Date Made | Principal  Amt. of  Loans | Type of  Loan | Interest  Period | Principal  Amt. Paid or Prepaid | Balance  Outstanding |
|-----------|---------------------------|---------------|------------------|---------------------------------|----------------------|
|      |                      |          |             |                            |                 |
|      |                      |          |             |                            |                 |
|      |                      |          |             |                            |                 |
|      |                      |          |             |                            |                 |

 

6

----