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                                                     AMENDED AS OF JUNE 22, 2001

                           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.

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                                                     AMENDED AS OF JUNE 22, 2001


          (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;

               (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 300,000 shares of Common Stock,
subject to adjustment pursuant to Section 8 hereof, during any one calendar
year.

          (f) Notwithstanding any other provision of this Plan, any Award
granted under this Plan shall comply with the following provisions:

               (i)   the exercise price per Common Share of such Award shall not
     be less than 100% of the Fair Market Value (as hereinafter defined) of a
     Common Share at the time the Award is granted; provided, however that the
     exercise price per Common Share in connection with the grant of an Award
     for a number of Common Shares in an aggregate amount up to 10% of the
     aggregate number of Common Shares authorized for grant under this Plan may
     be less than the Fair Market Value of a Common Share at the time the Award
     is granted, as determined by the Committee (as hereinafter defined);

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                                                     AMENDED AS OF JUNE 22, 2001


               (ii)  with respect to Awards of restricted stock (A) that have a
     vesting restriction period based solely on the duration of employment, such
     vesting restriction period shall be for no less than three years from the
     date the Award is granted and (B) that have a vesting restriction period
     based on performance criteria, such vesting restriction period shall be for
     no less than one year from the date the Award is granted; and

               (iii) with respect to Awards of restricted stock granted in lieu
     of salary or bonus compensation, such restricted stock Award shall be
     identified as such and no duplicate payment of such salary and bonus
     compensation shall be made by the Company.

          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.

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                                                     AMENDED AS OF JUNE 22, 2001


          (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.

          (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

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                                                     AMENDED AS OF JUNE 22, 2001


     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

              (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.

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                                                     AMENDED AS OF JUNE 22, 2001



          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

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                                                     AMENDED AS OF JUNE 22, 2001



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;

          (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; and

          (c) if an amendment to this Plan would (i) materially increase the
benefits accruing to participants under this Plan, (ii) materially increase the
maximum number of Common Shares available for grant under this Plan or (iii)
materially modify the requirements for eligibility under this Plan, such
amendment shall be subject to approval by the affirmative votes of the holders
of a majority of the Common Shares 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.

          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.

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