0001047469-03-041666 Sample Contracts

2,000,000 Shares CACHE, INC. COMMON STOCK, $.01 Par Value UNDERWRITING AGREEMENT Dated January , 2004
Underwriting Agreement • December 22nd, 2003 • Cache Inc • Retail-women's clothing stores • New York

Thomas Weisel Partners LLC US Bancorp Piper Jaffray Inc. Brean Murray & Co., Inc. First Albany Capital Inc. As Representatives of the several Underwriters c/o Thomas Weisel Partners LLC One Montgomery Street, Suite 3700 San Francisco, California 94104

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EMPLOYMENT AGREEMENT
Employment Agreement • December 22nd, 2003 • Cache Inc • Retail-women's clothing stores • New York

This Employment Agreement ("Agreement") is made and entered into as of the day of September, 2003 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 Brian P. Woolf, an individual residing at 222 Weston Road, Weston, Connecticut 06883 ("Woolf" or "Executive").

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