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                                                              EXHIBIT 4.24

                      TENTH AMENDMENT AGREEMENT


         This TENTH  AMENDMENT  AGREEMENT is dated as of February 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,  and by the Ninth  Amendment,
dated as of December  31,  1996,  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 April 14, 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)."

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


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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), April 14,
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  February 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.

         (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


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                  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. Covenant to Give Notice of Commitment Reduction. Each of the
Borrower and Baker  jointly and  severally  agrees  that,  on or before March 17
1997, they will give  irrevocable  written  direction to the Agent to reduce the
Aggregate   Commitment   Amount  to  $145,000,000  (or  such  amount  less  than
$145,000,000  as the Borrower and Baker may elect) and that upon receipt of such
direction by the Agent, the Aggregate  Commitment Amount shall  automatically be
reduced by such  amount.  Any failure on the part of the  Borrower  and Baker to
give such  irrevocable  written  direction on or before  March 17, 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.





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         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 April 14, 
                  1998, notwithstanding anything contained in Section 6(a) in 
                  the Ninth 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 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.






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         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/R. A. Meringolo
                                            Name:       R. A. Meringolo
                                            Title:      Senior Vice President


                                      THE FIRST NATIONAL BANK OF BOSTON


                                      By    /s/Thomas F. Farley, Jr.
                                            Name:       Thomas F. Farley, Jr.
                                            Title:      Director


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


                                      By    /s/R. A. Meringolo
                                            Name:       R. A. Meringolo
                                            Title:      Senior Vice President






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                                       BANK HAPOALIM B.M.

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

                                       By    /s/Laura A. Raffa
                                            Name:      Laura Anne Raffa
                                            Title:     First Vice President and
                                                       Corporate Manager


                                       NATIONAL CITY BANK OF COLUMBUS

                                       By    /s/Michael J. Durbin
                                           Name:       Michael J. Durbin
                                           Title:      Corporate Loan Officer


                                       STANDARD CHARTERED BANK


                                       By    /s/David D. Cutting
                                             Name:       David D. Cutting
                                             Title:      Senior Vice President


                                       By    /s/Leonardo A. Tee
                                             Name:       Leonardo A. Tee
                                             Title:      Vice President


                                       CITIZENS BANK OF MASSACHUSETTS


                                       By    /s/Patrick C. Joyce
                                             Name:       Patrick C. Joyce
                                             Title:      Vice President







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                                       THE YASUDA TRUST AND BANKING
                                       COMPANY, LTD.


                                       By    /s/Makoto 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:  December 31, 1996

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

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


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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


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




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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



THE CASUAL MALE, INC.


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