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                                                       EXHIBIT 4.25

                      ELEVENTH AMENDMENT AGREEMENT


         This ELEVENTH  AMENDMENT  AGREEMENT is dated as of April 14, 1997 (this
"Agreement"),   by  and  among  JBI,  INC.,  a  Massachusetts  corporation  (the
"Borrower");  J. BAKER, INC., a Massachusetts corporation ("Baker"); each of the
banks that is a signatory hereto (individually,  a "Bank" and, collectively, the
"Banks"); and FLEET NATIONAL BANK (successor by merger to Fleet National Bank of
Massachusetts  (formerly  known  as  Shawmut  Bank,  N.A.)  and  Fleet  Bank  of
Massachusetts, N.A.), a national banking association, as agent for the BANKS (in
such capacity, together with its successors in such capacity, the "Agent").

                  The Borrower,  Baker, the Banks and the Agent are parties to a
Revolving Credit and Loan Agreement, dated as of February 1, 1993 (as amended by
the First Amendment and Waiver Agreement,  dated as of November 19, 1993, by the
Second Amendment  Agreement,  dated as of April 29, 1994, by the Third Amendment
Agreement,  dated as of December  1, 1994,  by the Fourth  Amendment  Agreement,
dated as of March 6, 1995, by the Fifth Amendment Agreement, dated as of May 19,
1995, by the Sixth Amendment  Agreement,  dated as of September 12, 1995, by the
Seventh  Amendment  Agreement,  dated as of  November  17,  1995,  by the Eighth
Amendment Agreement, dated as of June 21, 1996, by the Ninth Amendment, dated as
of December  31,  1996,  ,and by the Tenth  Amendment,  dated as of February 14,
1997,  as in effect on the date  hereof,  the "Credit  Agreement").  Capitalized
terms used but not defined in this  Agreement  have the meanings  specified  for
such terms in the Credit Agreement.

         The  Borrower  and Baker  have  requested  that the Banks and the Agent
extend the Termination Date under the Credit Agreement.  The Banks and the Agent
are prepared to so amend the Credit  Agreement,  subject to the  satisfaction of
the conditions precedent and in reliance upon the representations and warranties
of the Borrower and Baker set forth herein.

         Section 1. Amendments to the Credit Agreement. As of the Effective Date
(as  defined  in  Section 2 below),  the  Credit  Agreement  shall be amended by
amending and restating the following  defined term that appears  therein to read
as follows:

                  " 'TERMINATION DATE' shall mean May 30, 1998,  provided,  that
         if such day is not a BUSINESS  DAY, the  TERMINATION  DATE shall be the
         immediately  preceding  BUSINESS  DAY  (subject  to the  provisions  of
         Article XXV)."




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In order to effect said extension, each of the parties hereto waives the request
and  notice  requirements  set forth in  Article  XXV of the  Credit  Agreement.
Additionally,  the Revolving  Notes  currently  outstanding  (collectively,  the
"Current  Notes")  are  hereby  amended  such that the  Maturity  Date set forth
therein shall be the Termination  Date as defined and amended  herein.  So as to
remove any doubt,  the Maturity Date of the Revolving  Notes shall be, as of the
Effective Date (as defined below), May 30, 1998.

         Section 2.  Conditions to  Effectiveness.  This Agreement  shall become
effective (the date of such  effectiveness  being referred to hereinafter as the
"Effective  Date")  on the  date  on  which  each  of the  following  conditions
precedent is satisfied:

         (a)      the Agent shall receive copies of this Agreement bearing the 
                  signature of each of the Borrower, Baker, the Guarantors and 
                  the Banks;

         (b)      the representations and warranties of the Borrower and Baker 
                  set forth in Section 3 below, shall be true and correct in 
                  every respect; and

         (c)      the Agent shall  receive such other  documents and writings as
                  the Agent may  reasonably  determine  necessary  to effect the
                  transactions contemplated hereby.

Notwithstanding anything in this Agreement to the contrary, should the Effective
Date not occur on or before April 14,  1997,  this  Agreement  shall be null and
void and of no force or effect.

         Section 3.  Representations  and Warranties.  By its signature  hereto,
each of the Borrower and Baker (and with respect to subsections (c), (d) and (e)
below,  the other Obligors),  jointly and severally,  represents and warrants to
the Banks and the Agent that,  as of the date hereof and after giving  effect to
the amendments to the Credit Agreement contemplated in Section 1 above:


         (a)      This  Agreement  has been duly  executed and  delivered by the
                  Borrower and Baker.  The  agreements  and  obligations  of the
                  Borrower and Baker contained herein  constitute  legal,  valid
                  and  binding  obligations  of  each  such  Person  enforceable
                  against such Person in accordance with their respective terms.

         (b)      The execution, delivery and performance by the Borrower and 
                  Baker of this Agreement and the transactions contemplated 
                  hereby are within the corporate authority of each such Person,
                  have been duly authorized by proper corporate proceedings,
                  do not and will not contravene any contractual obligation of 
                  such Person or any applicable law, and do not and will not 
                  result in or require the creation or imposition of any Lien on
                  any property of such Person, other than Liens in favor of the 
                  Agent on behalf of the Banks.


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         (c)      The representations and warranties made by the Obligors in the
                  Credit Agreement, the other Operative Documents and the 
                  Financing Agreements were true and correct when made and are 
                  true and correct on and as of the date hereof with the same 
                  force and effect as if made on and as of the
                  date hereof (except for representations or warranties that 
                  (i) relate solely to a prior date, or (ii) are rendered 
                  inaccurate solely by reason of the failure of any information
                  contained in any of Exhibits G (solely as the
                  information therein relates to Section 8.04 or 8.05 of the 
                  Credit Agreement), N, O, P, Q or R to the Credit Agreement to
                  remain true). For purposes of this Section 3(c), each 
                  reference in Article VIII of the Credit Agreement to "this 
                  Agreement" shall include this Agreement.

         (d)      No Default or Event of Default has occurred,  is continuing or
                  will exist  under the Credit  Agreement,  any other  Operative
                  Documents or any Financing  Agreements  after giving effect to
                  this Agreement.

         (e)      All of the Obligors'  obligations and liabilities to the Agent
                  and the Banks as evidenced by or otherwise  arising  under the
                  Credit Agreement,  any of the other Operative Documents or any
                  Financing Agreements, are hereby ratified and confirmed in all
                  respects, and no counterclaim,  right of set-off or defense of
                  any  kind  exists  or is  outstanding  with  respect  to  such
                  obligations and liabilities.

The foregoing  shall be deemed to be  representations  and warranties made in an
Operative Document for purposes of Section 11.01(d) of the Credit Agreement.

         Section 4. Consent of Obligors.  Each of the Obligors  acknowledges and
consents  to the  execution  and  delivery  by the  Borrower  and  Baker of this
Agreement on the terms specified  herein and the performance by each such Person
of its respective obligations hereunder,  under the Credit Agreement (as amended
hereby),  the other  Operative  Documents  and the  Financing  Agreements.  Each
Obligor, by signing this Agreement,  confirms and agrees with the Banks that (a)
all of its obligations  under the Guarantee  and/or the Pledge Agreement (as the
case may be) shall  remain in full force and effect and are hereby  ratified and
confirmed,  and (b) its grant  (as the case may be) to the  Banks of a  security
interest  under the  Operative  Documents to which it is a party shall remain in
full force and effect and is hereby ratified and confirmed.

         Section 5. (a)  Affirmative  Covenant.  Each of the  Borrower and Baker
jointly and  severally  agrees  that,  on or before  April 28,  1997,  they will
deliver  to the Agent and the Banks  one or more  commitment  letters  (the "New
Commitment Letters"),  issued by one or more financial  institutions  reasonably
acceptable  to the Agent and the Majority  Banks,  setting forth a commitment or
commitments to provide one or more credit facilities (the "New  Commitments") to
the Obligors in an amount sufficient, in the aggregate, to repay all outstanding
obligations  under  the  Credit  Agreement  (assuming  full  utilization  of the
Aggregate  Commitment  Amount),  and having a required funding date of not later
than May 30, 1997, and provided, that the New Commitment Letters will be


<PAGE>



in form and  substance  reasonably  satisfactory  to the Agent and the  Majority
Banks.  Any  failure on the part of the  Borrower  and Baker to deliver  the New
Commitment  Letters on or before April 28, 1997, as set forth in the immediately
preceding  sentence,  shall  constitute  an Event of  Default  under the  Credit
Agreement;  provided that such Event of Default may be waived by the Agent with,
and only with, the written consent of the Majority Banks.

         (b) Extension Fee. Additionally, each of the Borrower and Baker jointly
and  severally  promise  to pay an  extension  fee in the  aggregate  amount  of
$150,000 (the "Extension  Fee") on April 29, 1997 if the Borrower and Baker have
failed to comply with the covenant contained in subparagraph (a) of Section 5 of
this  Amendment.  The  Extension  Fee (if any)  shall be paid to the  Agent  and
distributed  by the Agent to the Banks pro rata in  accordance  with each Bank's
Commitment  Percentage  set  forth  in  ss.6.01  of the  Credit  Agreement.  The
obligation  of the Borrower and Baker to pay the Extension Fee (if any) shall be
an Obligation under the Credit  Agreement,  and the failure to pay the Extension
Fee (if any) shall constitute an Event of Default under the Credit Agreement.

         Section 6.        Miscellaneous.

         (a)      Replacement Notes.  The Borrower hereby agrees that, within 
                  five (5) business days after receipt of a written request 
                  therefor from any Bank, the Borrower shall execute or cause 
                  to be executed (as the case may be) and deliver to such Bank 
                  (i) a new Revolving Note in the same form and  with the same 
                  terms as the Current Notes, provided, however, that the
                  Maturity Date set forth therein shall be May 30, 1998, 
                  notwithstanding anything contained in Section 6(a) in the 
                  Tenth Amendment to the Credit Agreement regarding the same, 
                  and (ii) an opinion of in-house counsel to the Borrower as to
                  the replacement Revolving Note in form and substance
                  satisfactory to the Bank.

         (b)      No Other Amendments, Etc.  Except as expressly set forth in 
                  this Agreement, this Agreement shall not, by implication or 
                  otherwise, limit, impair, constitute a waiver of or otherwise
                  affect any rights or remedies of the Agent or the Banks under
                  the Credit Agreement, the other Operative Documents or the 
                  Financing Agreements, nor alter, modify, amend or in any way 
                  affect any of the terms, obligations or covenants
                  contained in the Credit Agreement, the other Operative 
                  Documents or the Financing Agreements, all of which are 
                  ratified and confirmed on and as of the date hereof in all 
                  respects and shall continue in full force and
                  effect.  In the event of any conflict between the terms of
                  this Agreement and the terms of the Credit Agreement, the 
                  terms of this Agreement shall control.

         (c)      Counterparts, Etc.  This Agreement may be executed in any 
                  number of counterparts, but all of such counterparts shall
                   together constitute but one


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                  and the same agreement.  In making proof of this Agreement, it
                  shall not be necessary to produce or account for more than one
                  such  counterpart.  Delivery of an executed  counterpart  of a
                  signature page by facsimile transmission shall be effective as
                  delivery of a manually executed counterpart of this Agreement.

         (d)      Assignments.  This Agreement shall be binding upon and inure 
                  to the benefit of each of the parties hereto and their 
                  respective successors in title and assigns.

         (e)      Governing Law, Etc.  This Agreement and the respective rights
                  and obligations hereunder of each of the parties hereto shall
                  be governed by and interpreted and determined in accordance 
                  with the laws of The  Commonwealth of Massachusetts.


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.

                                      JBI, INC.


                                      By   /s/Philip Rosenberg
                                           Name:      Philip Rosenberg
                                           Title:     Executive Vice President


                                      J. BAKER, INC.

                                       By      /s/Philip Rosenberg
                                           Name:    Philip Rosenberg
                                           Title:   Executive Vice President




                                       FLEET NATIONAL BANK,
                                       for itself and as Agent

                                       By    /s/Gerald G. Sheehan
                                           Name: Gerald G. Sheehan
                                           Title: AVP


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                                       THE FIRST NATIONAL BANK OF BOSTON


                                       By    /s/Thomas J. McGrath
                                           Name: Thomas J. McGrath
                                           Title: Vice President


                                       FLEET BANK, N.A. (formerly "NatWest Bank
                                             N.A.")

                                       By    /s/Gerald G. Sheehan
                                             Name: Gerald G. Sheehan
                                             Title: AVP

                                       BANK HAPOALIM B.M.

                                       By    /s/Conrad Wagner
                                             Name: Conrad Wagner
                                             Title: First Vice President


                                       By    /s/Laura A. Raffa
                                             Name: Laura A. Raffa
                                             Title: First Vice President



                                       NATIONAL CITY BANK OF COLUMBUS


                                       By    /s/Ralph A. Kaparos
                                             Name: Ralph Kaparos
                                             Title: Senior Vice President


                                       STANDARD CHARTERED BANK

                                       By    /s/Kristina McDavid
                                             Name: Kristina McDavid
                                             Title: Vice President




<PAGE>



                                       CITIZENS BANK OF MASSACHUSETTS


                                       By    /s/Peter J. Reyno
                                            Name: Peter J. Reyno
                                            Title: VP


                                       THE YASUDA TRUST AND BANKING
                                       COMPANY, LTD.


                                       By    /s/Makota Tagawa
                                             Name: Makoto Tagawa
                                             Title: Deputy General Manager








We hereby acknowledge, consent and agree to the terms of the foregoing Agreement
and confirm that our  obligations  under the Guarantee and the Pledge  Agreement
shall remain unchanged and in full force and effect.

Dated:  April 14, 1997

SPENCER COMPANIES, INC.


By    /s/Philip Rosenberg
      Name:       Philip Rosenberg
      Title: Executive Vice President

SPENCER NO. 301 CORP.


By    /s/Philip Rosenberg
      Name:       Philip Rosenberg
      Title: Executive Vice President



<PAGE>



JBI HOLDING CO., INC.


By    /s/Philip Rosenberg
      Name:       Philip Rosenberg
      Title: Executive Vice President

TCMB&T, INC.


By    /s/Philip Rosenberg
      Name:       Philip Rosenberg
      Title: Executive Vice President


WGS CORP.


By    /s/Philip Rosenberg
      Name:       Philip Rosenberg
      Title: Executive Vice President

TCM HOLDING COMPANY, INC.


By    /s/Philip Rosenberg
      Name:       Philip Rosenberg
      Title: Executive Vice President

MORSE SHOE, INC.


By    /s/Philip Rosenberg
      Name:       Philip Rosenberg
      Title: Executive Vice President

BUCKMIN, INC.


By    /s/Philip Rosenberg
      Name:       Philip Rosenberg
      Title: Executive Vice President






<PAGE>



ELM EQUIPMENT CORP.


By    /s/Philip Rosenberg
      Name:       Philip Rosenberg
      Title: Executive Vice President




JARED CORPORATION


By    /s/Philip Rosenberg
      Name:       Philip Rosenberg
      Title: Executive Vice President

MORSE SHOE (CANADA) LTD.


By    /s/Philip Rosenberg
      Name:       Philip Rosenberg
      Title: Executive Vice President

MORSE SHOE INTERNATIONAL, INC.


By    /s/Philip Rosenberg
      Name:       Philip Rosenberg
      Title: Executive Vice President

ISAB, INC.


By    /s/Philip Rosenberg
      Name:       Philip Rosenberg
      Title: Executive Vice President

WHITE CAP FOOTWEAR, INC.


By    /s/Philip Rosenberg
      Name:       Philip Rosenberg
      Title: Executive Vice President




<PAGE>



THE CASUAL MALE, INC.


By    /s/Philip Rosenberg
      Name:       Philip Rosenberg
      Title: Executive Vice President