EXHIBIT 4.23


                         NINTH AMENDMENT AGREEMENT


         This NINTH  AMENDMENT  AGREEMENT is dated as of December 31, 1996 (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, and by the Eighth
Amendment Agreement, dated as of June 21, 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 February 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


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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),
February 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 later to occur of (a)  December  31,  1996 and (b) 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 Aggregate Commitment Amount, as determined as of the date
                  hereof, shall automatically and permanently be reduced by 
                  $5,400,000, provided, however, that such reduction shall be 
                  in addition to, and not in lieu or in satisfaction of, (i) 
                  any reductions in the Aggregate Commitment Amount
                  otherwise required under the Credit Agreement and (ii) all 
                  reductions in the Aggregate Commitment Amount required
                  pursuant to that certain Waiver Agreement, dated as of 
                  December 19, 1996 (the "Chase Waiver Agreement"), by and 
                  among the Borrower, Baker, the Banks and the Agent;

         (c)      the Borrower shall pay to the Agent, for the benefit of the 
                  Banks, the Initial Payment (a defined in Section 3 below);

         (d)      the representations and warranties of the Borrower and Baker 
                  set forth in Section 4 below, shall be true and correct in 
                  every respect; and

         (e)      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  December 31, 1996, this Agreement shall be null and
void and of no force or effect.

         Section 3. Fees.  In partial  consideration  of the Banks and the Agent
executing and delivering this Agreement, and thereby consenting to the extension
of the  Termination  Date, the Borrower  agrees that, on the Effective  Date, it
shall pay to the Agent, for the account of all of the Banks, collectively, which
have executed and delivered their respective signature page hereto to the Agent,
a fee in the  aggregate  amount of $200,000  (the "Fee").  The Fee is earned and
owing in full to the Agent on the Effective Date;  however,  notwithstanding the
foregoing, the Agent and the Banks hereby consent to the payment by the Borrower
of the Fee in two (2) installments as follows:


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         (a)      25% of the Fee (the "Initial Payment") shall be paid
                  immediately on the Effective Date, and

         (b)      75%of the Fee (the "Final Payment") shall be paid on February
                  14, 1997,

provided,  however,  that if,  and only  if,  on or  before  5:00  p.m.  Boston,
Massachusetts  time, February 14, 1997, (x) the Borrower has permanently reduced
the Aggregate  Commitment Amount to an amount equal to or less than $165,000,000
and (y) no Default or Event of Default has occurred and is continuing  under any
provision of any of the Credit Agreement,  the other Operative  Documents or the
Financing Agreements,  including without limitation Section 2.25.1 of the Credit
Agreement,  then the Agent and the Banks shall  irrevocably waive the payment of
the Final Payment set forth in subsection (b) above.  The Borrower's  obligation
hereunder to pay the Fee shall be an Obligation under the Credit Agreement,  and
the  failure by the  Borrower to pay the Final  Payment  when (and if) due shall
constitute an Event of Default under the Credit  Agreement.  The Initial Payment
and the Final  Payment (if any) shall be  distributed  by the Agent to the Banks
pro rata in  accordance  with each  Bank's  Commitment  Percentage  set forth in
Section 6.01 of the Credit Agreement.  Notwithstanding the foregoing, should the
Agent and the Banks accelerate,  prior to 5:00 p.m. Boston,  Massachusetts time,
February 14, 1997, the Borrower's  Obligations in accordance  with Section 11.02
of the Credit Agreement,  and, prior to such acceleration,  the Borrower and the
other  Obligors not have complied with the  conditions  set forth in subsections
(x) and (y) above, the Final Payment shall become  automatically and immediately
due and payable.

         Section 4.  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, (ii) are rendered inaccurate solely 
                  by reason of the transactions contemplated by the Chase Waiver
                  Agreement or (iii) 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 4(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 5. 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 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 caused
                  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


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                  Maturity  Date set forth  therein  shall be February 14, 1998,
                  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.


         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/Alan I. Weinstein
                                         Name:    Alan I. Weinstein
                                         Title:   President





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                                       J. BAKER, INC.



                                       By    /s/Alan I. Weinstein
                                             Name:    Alan I. Weinstein
                                             Title:   President

                                       FLEET NATIONAL BANK,
                                       for itself and as Agent


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


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



                                       BANK HAPOALIM B.M.
                                       By    /s/Shaun Breidbart
                                             Name:     Shaun Breidbart
                                             Title:    Assistant Vice President


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


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                                       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/Kristina McDavid
                                             Name:     Kristina McDavid
                                             Title:    Vice President


                                       CITIZENS BANK OF MASSACHUSETTS


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


                                       THE YASUDA TRUST AND BANKING
                                           COMPANY, LTD.


                                       By    /s/Raitaro Ito
                                            Name:     Mr. Raitaro Ito
                                            Title:    Joint General Manager










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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/ Alan I. Weinstein
      Name:    Alan I. Weinstein
      Title:   President


SPENCER NO. 301 CORP.


By    /s/ Alan I. Weinstein
      Name:    Alan I. Weinstein
      Title:   President

JBI HOLDING CO., INC.


By    /s/ Alan I. Weinstein
      Name:    Alan I. Weinstein
      Title:   President


TCMB&T, INC.


By    /s/ Alan I. Weinstein
      Name:    Alan I. Weinstein
      Title:   President

WGS CORP.


By    /s/ Alan I. Weinstein
      Name:    Alan I. Weinstein
      Title:   President



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TCM HOLDING COMPANY, INC.


By    /s/ Alan I. Weinstein
      Name:    Alan I. Weinstein
      Title:   President


MORSE SHOE, INC.


By    /s/ Alan I. Weinstein
      Name:    Alan I. Weinstein
      Title:   President

BUCKMIN, INC.


By    /s/ Alan I. Weinstein
      Name:    Alan I. Weinstein
      Title:   President


ELM EQUIPMENT CORP.


By    /s/ Alan I. Weinstein
      Name:    Alan I. Weinstein
      Title:   President

JARED CORPORATION


By    /s/ Alan I. Weinstein
      Name:    Alan I. Weinstein
      Title:   President

MORSE SHOE (CANADA) LTD.


By    /s/ Alan I. Weinstein
      Name:    Alan I. Weinstein
      Title:   President





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MORSE SHOE INTERNATIONAL, INC.


By    /s/ Alan I. Weinstein
      Name:    Alan I. Weinstein
      Title:   President


ISAB, INC.


By    /s/ Alan I. Weinstein
      Name:    Alan I. Weinstein
      Title:   President



WHITE CAP FOOTWEAR, INC.


By    /s/ Alan I. Weinstein
      Name:    Alan I. Weinstein
      Title:   President


THE CASUAL MALE, INC.


By    /s/ Alan I. Weinstein
      Name:    Alan I. Weinstein
      Title:   President