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                                                                   Exhibit 10.37

                                   AMENDMENT
                                      TO
                     CHANGE OF CONTROL SEVERANCE AGREEMENT
                     -------------------------------------


     This Amendment (the "Amendment"), dated as of April 3, 2001, to that
certain Change of Control Severance Agreement, dated as of April 8, 1999 (the
"Agreement"), 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.

                                R E C I T A L S
                                - - - - - - - -

     The Company and the Employee wish to amend the Agreement to extend the term
during which Employee may be entitled to Severance Benefits upon a Change of
Control.

                               A G R E E M E N T
                               - - - - - - - - -

     1.   Amendment.  The first sentence of Section 1 of the Agreement is hereby
          ---------
amended to read in its entirety as follows:

               "In the event of a Change of Control of the Company during the
          four-year period from the date of this Agreement, the Employee shall
          be entitled to the benefits set forth in Section 2 (the "Severance
          Benefits"), but only if:

                    (a)  Employee's employment by the Company or the successor
               owner of its business is terminated by the Company or such
               successor without Cause (as defined in Section 4) during the two
               years after the occurrence of the Change of Control; or

                    (b)  the Employee terminates his employment with the Company
               or its successor for Good Reason (as defined in Section 5) during
               the two years after the occurrence of the Change of Control."

     2.   General.
          -------

          (a)  This Amendment may be executed in two counterparts each of which
     shall be deemed an original but both of which together shall constitute one
     and the same instrument.

          (b)  This Amendment shall be construed in accordance with and governed
     for all purposes by the laws of The Commonwealth of Massachusetts.

          (c)  Except as set forth herein, the Agreement shall remain in full
     force and effect.
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     Upon execution below by both parties, this Amendment will enter into full
force and effect as of April ___, 2001.


MAXWELL SHOE COMPANY INC.


By:      /s/ Mark J. Cocozza                        /s/ Richard J. Bakos
    ------------------------------            --------------------------------
           Mark J. Cocozza                            Richard J. Bakos
              President

                                                      1059 Grove Street
                                              --------------------------------
                                                     Framingham, MA 01710
                                              --------------------------------
                                                           (Address)