0001193125-04-007410 Sample Contracts

AMENDMENT NO. 2 TO CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • January 22nd, 2004 • Maxwell Shoe Co Inc • Footwear, (no rubber) • Massachusetts

This Amendment (the “Amendment”), dated as of April 8, 2003, to that certain Change of Control Severance Agreement, dated as of April 8, 1999 (the “Agreement”), as amended as of April 3, 2001, is by and between Maxwell Shoe Company Inc., a Delaware corporation (the “Company”), and Richard J. Bakos (the “Employee”). Initially capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • January 22nd, 2004 • Maxwell Shoe Co Inc • Footwear, (no rubber) • Massachusetts

This Amendment (the “Amendment”), dated as of September 11, 2003, to that certain Employment Agreement, dated as of August 30, 2000 (the “Agreement”), is by and between Maxwell Shoe Company Inc., a Delaware corporation (the “Company”), and Mark J. Cocozza (the “Employee”). Initially capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

SECOND LOAN MODIFICATION AGREEMENT
Second Loan Modification Agreement • January 22nd, 2004 • Maxwell Shoe Co Inc • Footwear, (no rubber) • Massachusetts

This Second Loan Modification Agreement is made this 28th day of April, 2003 by and between FLEET NATIONAL BANK, a national banking association organized and existing under the laws of the United State of America with an address at 100 Federal Street, Boston, Massachusetts 02110 (the “Bank”) and MAXWELL SHOE COMPANY, INC., having a principal place of business at 101 Sprague Street, Readville, Massachusetts 02137 (the “Borrower”).

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