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                                                                     Exhibit 4.1

                                                                      As Amended
                                                                      ----------

                           MAXWELL SHOE COMPANY INC.

                           1994 STOCK INCENTIVE PLAN

Section 1.  PURPOSE OF PLAN

The purpose of this 1994 Stock Incentive Plan (this "Plan") of Maxwell Shoe
Company Inc., a Delaware corporation (the "Company"), is to enable the Company
and its subsidiaries to attract, retain and motivate their employees and
consultants by providing for or increasing the proprietary interests of such
employees and consultants in the Company, and to enable the Company to attract,
retain and motivate its nonemployee directors and further align their interests
with those of the stockholders of the Company by providing for or increasing the
proprietary interests of such directors in the Company.

Section 2.  PERSONS ELIGIBLE UNDER PLAN

Any person, including any director of the Company, who is an employee of or
consultant to the Company or any of its subsidiaries (an "Employee") shall be
eligible to be considered for the grant of Awards (as hereinafter defined)
hereunder.  Any director of the Company who is not an Employee (a "Nonemployee
Director") shall automatically receive Nonemployee Director Options (as
hereinafter defined) pursuant to Section 4 hereof, but shall not otherwise
participate in this Plan.

Section 3.  AWARDS

(a)  The Committee (as hereinafter defined), on behalf of the Company, is
authorized under this Plan to enter into any type of arrangement with an
Employee that is not inconsistent with the provisions of this Plan and that, by
its terms, involves or might involve the issuance of (i) shares of Class A
Common Stock, par value $.01 per share, of the Company ("Common Shares") or (ii)
a Derivative Security (as such term is defined in Rule 16a-1 promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as such
Rule may be amended from time to time) with an exercise or conversion privilege
at a price related to the Common Shares or with a value derived from the value
of the Common Shares. The entering into of any such arrangement is referred to
herein as the "grant" of an "Award."

(b)  Awards are not restricted to any specified form or structure and may
include, without limitation, sales or bonuses of stock, restricted stock, stock
options, reload stock options, stock purchase warrants, other rights to acquire
stock, securities convertible into or redeemable for stock, stock appreciation
rights, limited stock appreciation rights, phantom stock, dividend equivalents,
performance units or performance shares, and an Award may consist of one such
security or benefit, or two or more of them in tandem or in the alternative.

(c)  Common Shares may be issued pursuant to an Award for any lawful
consideration as determined by the Committee, including, without limitation,
services rendered by the recipient of such Award.

(d)  Subject to the provisions of this Plan, the Committee, in its sole and
absolute discretion, shall determine all of the terms and conditions of each
Award granted under this Plan, which terms and conditions may include, among
other things:

               (i)  a provision permitting the recipient of such Award,
     including any recipient who is a director or officer of the Company, to pay
     the purchase price of the Common Shares or other property issuable pursuant
     to such Award, or such recipient's tax withholding obligation with respect
     to such issuance, in whole or in part, by any one or more of the following:

                    (A) the delivery of previously owned shares of capital stock
          of the Company (including "pyramiding") or other property, provided
          that the Company is not then prohibited from purchasing or acquiring
          shares of its capital stock or such other property,

                    (B) a reduction in the amount of Common Shares or other
          property otherwise issuable pursuant to such Award, or

                    (C) the delivery of a promissory note, the terms and
          conditions of which shall be determined by the Committee;
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               (ii)   a provision conditioning or accelerating the receipt of
     benefits pursuant to such Award, either automatically or in the discretion
     of the Committee, upon the occurrence of specified events, including,
     without limitation, a change of control of the Company, an acquisition of a
     specified percentage of the voting power of the Company, the dissolution or
     liquidation of the Company, a sale of substantially all of the property and
     assets of the Company or an event of the type described in Section 8
     hereof; or

               (iii)  a provision required in order for such Award to qualify
     as an incentive stock option under Section 422 of the Internal Revenue Code
     (an "Incentive Stock Option"), provided that the recipient of such Award is
     eligible under the Internal Revenue Code to receive an Incentive Stock
     Option.


(e)  Notwithstanding any other provision of this Plan, no Employee shall be
granted options for in excess of 100,000 shares of Common Stock, subject to
adjustment pursuant to Section 8 hereof, during any one calendar year.

Section 4.  NONEMPLOYEE DIRECTOR OPTIONS

(a)  Each person who becomes a Nonemployee Director after the effective date of
this Plan shall automatically be granted, upon becoming a Nonemployee Director,
a Nonemployee Director Option to purchase 5,000 Common Shares. Each year, on the
first business day following the date of the annual meeting of stockholders of
the Company, or any adjournment thereof, at which directors of the Company are
elected, each Nonemployee Director shall automatically be granted an option (a
"Nonemployee Director Option") to purchase 5,000 Common Shares.

(b)  If, on any date upon which Nonemployee Director Options are to be
automatically granted pursuant to this Section 4 (a "Date of Grant"), the number
of Common Shares remaining available for option under this Plan is insufficient
for the grant to each Nonemployee Director of a Nonemployee Director Option to
purchase the entire number of Common Shares specified in this Section 4, then a
Nonemployee Director Option to purchase a proportionate amount of such available
number of Common Shares (rounded to the nearest whole share) shall be granted to
each Nonemployee Director on such date.

(c)  Each Nonemployee Director Option granted under this Plan shall be
exercisable in full upon the Date of Grant of such Nonemployee Director Option.

(d)  Each Nonemployee Director Option granted under this Plan shall expire upon
the first to occur of (i) the second anniversary of the date upon which the
optionee shall cease to be a Nonemployee Director; or (ii) the tenth anniversary
of the Date of Grant of such Nonemployee Director Option. Notwithstanding the
foregoing, effective November 1, 1999, Section 4(d)(i) shall not apply to a
Nonemployee Director Option granted to a Nonemployee Director who has served on
the Company's Board of Directors (the "Board") for five or more years as of the
date he or she ceases to be a Nonemployee Director.

(e)  Each Nonemployee Director Option shall have an exercise price equal to the
greater of (i) the aggregate Fair Market Value on the Date of Grant of such
option of the Common Shares subject thereto or (ii) the aggregate par value of
such Common Shares on such date.

(f)  Payment of the exercise price of any Nonemployee Director Option granted
under this Plan and the optionee's tax withholding obligation, if any, with
respect to such Nonemployee Stock Option shall be made in full in cash
concurrently with the exercise of such Nonemployee Director Option; provided,
however, that the payment of such exercise price and/or tax withholding may
instead be made, in whole or in part, by any one or more of the following:

               (i)    the delivery of previously owned shares of capital stock
     of the Company, provided that the Company is not then prohibited from
     purchasing or acquiring shares of its capital stock or such other property;
     or

               (ii)   the delivery, concurrently with such exercise and in
     accordance with Section 220.3(e)(4) of Regulation T promulgated under the
     Exchange Act, of a properly executed exercise notice for such Nonemployee
     Director Option and irrevocable instructions to a broker promptly to
     deliver to the Company a specified dollar amount of the proceeds of a sale
     of or a loan secured by the Common Shares issuable upon exercise of such
     Nonemployee Director Option.
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(g)  The "Fair Market Value" of a Common Share or other security on any date
(the "Determination Date") shall be equal to the closing price per Common Share
or unit of such other security on the business day immediately preceding the
Determination Date, as reported in The Wall Street Journal, Western Edition, or,
if no closing price was so reported for such immediately preceding business day,
the closing price for the next preceding business day for which a closing price
was so reported, or, if no closing price was so reported for any of the 30
business days immediately preceding the Determination Date, the average of the
high bid and low asked prices per Common Share or unit of such other security on
the business day immediately preceding the Determination Date in the over-the-
counter market, as reported by the National Association of Securities Dealers,
Inc. Automated Quotations System ("NASDAQ") or such other system then in use,
or, if the Common Shares or such other security were not quoted by any such
organization on such immediately preceding business day, the average of the
closing bid and asked prices on such day as furnished by a professional market
maker making a market in the Common Shares or such other security selected by
the Board.

(h)  All outstanding Nonemployee Director Options shall terminate upon the first
to occur of the following:

               (i)    the dissolution or liquidation of the Company;

               (ii)   a reorganization, merger or consolidation of the Company
     (other than a reorganization, merger or consolidation the sole purpose of
     which is to change the Company's domicile solely within the United States)
     as a result of which the outstanding securities of the class then subject
     to such outstanding Nonemployee Director Options are exchanged for or
     converted into cash, property and/or securities not issued by the Company,
     unless such reorganization, merger or consolidation shall have been
     affirmatively recommended to the stockholders of the Company by the Board
     and the terms of such reorganization, merger or consolidation shall provide
     that such Nonemployee Director Options shall continue in effect thereafter
     and shall be exercisable to acquire the number and type of securities or
     other consideration to which the Nonemployee Directors would have been
     entitled had they exercised such Nonemployee Director Options immediately
     prior to such reorganization, merger or consolidation; or

               (iii)  the sale of all or substantially all of the property and
     assets of the Company.


(i)  Each Nonemployee Director Option shall be nontransferable by the optionee
other than by will or the laws of descent and distribution, and shall be
exercisable during the optionee's lifetime only by the optionee or the
optionee's guardian or legal representative.

(j)  Nonemployee Director Options are not intended to qualify as Incentive Stock
Options.

Section 5.  STOCK SUBJECT TO PLAN

(a)  The aggregate number of Common Shares that may be issued pursuant to all
Incentive Stock Options granted under this Plan shall not exceed 1,650,000,
subject to adjustment as provided in Section 8 hereof.

(b)  The aggregate number of Common Shares issued and issuable pursuant to all
Awards (including Incentive Stock Options) and Nonemployee Director Options
granted under this Plan shall not exceed 1,650,000, subject to adjustment as
provided in Section 8 hereof.

(c)  For purposes of Section 5(b) hereof, the aggregate number of Common Shares
issued and issuable pursuant to all Awards and Nonemployee Director Options
granted under this Plan shall at any time be deemed to be equal to the sum of
the following:

               (i)    the number of Common Shares that were issued prior to such
     time pursuant to Awards and Nonemployee Director Options granted under this
     Plan, other than Common Shares that were subsequently reacquired by the
     Company pursuant to the terms and conditions of such Awards and with
     respect to which the holder thereof received no benefits of ownership such
     as dividends; plus

               (ii)   the number of Common Shares that were otherwise issuable
     prior to such time pursuant to Awards granted under this Plan, but that
     were withheld by the Company as payment of the purchase price of the Common
     Shares issued pursuant to such Awards or as payment of the recipient's tax
     withholding obligation with respect to such issuance; plus
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               (iii)  the maximum number of Common Shares issuable at or after
     such time pursuant to Awards and Nonemployee Director Options granted under
     this Plan prior to such time.

Section 6.  DURATION OF PLAN

Neither Awards nor Nonemployee Director Options shall be granted under this Plan
after January 30, 2004.  Although Common Shares may be issued after January 30,
2004 pursuant to Awards and Nonemployee Director Options granted prior to such
date, no Common Shares shall be issued under this Plan after January 30, 2014.

Section 7.  ADMINISTRATION OF PLAN

(a)  This Plan shall be administered by a committee of the Board (the
"Committee") consisting of two or more directors, each of whom is a
"disinterested person" (as such term is defined in Rule 16b-3 promulgated under
the Exchange Act, as such Rule may be amended from time to time).

(b)  Subject to the provisions of this Plan, the Committee shall be authorized
and empowered to do all things necessary or desirable in connection with the
administration of this Plan, including, without limitation, the following:

               (i)    adopt, amend and rescind rules and regulations relating to
     this Plan;

               (ii)   determine which persons are Employees and to which of such
     Employees, if any, Awards shall be granted hereunder;

               (iii)  grant Awards to Employees and determine the terms and
     conditions thereof, including the number of Common Shares issuable pursuant
     thereto;

               (iv)   determine the terms and conditions of the Nonemployee
     Director Options that are automatically granted hereunder, other than the
     terms and conditions specified in Section 4 hereof;

               (v)    determine whether, and the extent to which, adjustments
     are required pursuant to Section 8 hereof; and

               (vi)   interpret and construe this Plan and the terms and
     conditions of all Awards and Nonemployee Director Options granted
     hereunder.

Section 8.  ADJUSTMENTS

If the outstanding securities of the class then subject to this Plan are
increased, decreased or exchanged for or converted into cash, property or a
different number or kind of securities, or if cash, property or securities are
distributed in respect of such outstanding securities, in either case as a
result of a reorganization, merger, consolidation, recapitalization,
restructuring, reclassification, dividend (other than a regular, quarterly cash
dividend) or other distribution, stock split, reverse stock split or the like,
or if substantially all of the property and assets of the Company are sold,
then, unless the terms of such transaction shall provide otherwise, the
Committee shall make appropriate and proportionate adjustments in (a) the number
and type of shares or other securities or cash or other property that may be
acquired pursuant to Incentive Stock Options and other Awards and Nonemployee
Director Options theretofore granted under this Plan, (b) the maximum number and
type of shares or other securities that may be issued pursuant to Incentive
Stock Options and other Awards and Nonemployee Director Options thereafter
granted under this Plan, and (c) the maximum number of Common Shares for which
options may be granted during any one calendar year.

Section 9.  AMENDMENT AND TERMINATION OF PLAN

The Board may amend or terminate this Plan at any time and in any manner,
subject to the following limitations:

(a)  no such amendment or termination shall deprive the recipient of any Award
or Nonemployee Director Option theretofore granted under this Plan, without the
consent of such recipient, of any of his or her rights thereunder or with
respect thereto; and
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(b)  Section 4 hereof shall not be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, or the rules thereunder.

Section 10.  EFFECTIVE DATE OF PLAN

This Plan shall be effective as of January 30, 1994, the date upon which it was
approved by the Board; provided, however, that no Common Shares may be issued
under this Plan until it has been approved, directly or indirectly, by the
affirmative votes of the holders of a majority of the securities of the Company
present, or represented, and entitled to vote at a meeting duly held in
accordance with the laws of the State of Delaware.