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                                                                    EXHIBIT 10.6

                           AMENDMENT AND EXTENSION OF
                    LICENSE AND TECHNICAL SERVICES AGREEMENT
                           AND EXPORT SALES AGREEMENT

         This Amendment and Extension of License and Technical Services
Agreement and Export Sales Agreement ("Amendment") is entered into this 30th day
of July, 2001 by and among FLORIND SHOES PRIVATE LIMITED, a company incorporated
under the Companies Act of 1956, and having its Registered Office at 12 College
Road, Nungambakkam, Chennai 600 006, India ("Florind") and Florsheim Group Inc.,
a Delaware corporation whose principal place of business is located at 200 North
LaSalle Street, Chicago, Illinois 60606 U.S.A. ("Florsheim").

1.       Background. Florind and Interco Incorporated, through its Florsheim
         Shoe Company division ("Interco") entered into that certain Renewed
         Joint Venture Agreement as of February 4, 1994 ("Joint Venture
         Agreement"). Prior to the execution of the Joint Venture Agreement, the
         parties were parties to other written agreements. As a result,
         Florsheim's joint venture partner, K.Ameenur Rahman and his affiliates
         have been engaged in the business of manufacturing products for and
         selling products to Florsheim and its predecessors for a number of
         years before execution of the Joint Venture Agreement.

         a.       In conjunction with the Joint Venture Agreement, Interco and
                  Florind entered into that certain renewed Export Sales
                  Agreement on February 4, 1994, effective as of June 20, 1994
                  (the "Florind Sales Agreement"), and that certain License and
                  Technical Services Agreement on February 4, 1994, effective as
                  of June 20, 1994 (the "Florind License").

         b.       Interco assigned and delegated to The Florsheim Shoe Company,
                  and The Florsheim Shoe Company assumed from Interco, all of
                  Interco's rights and obligations under the Joint Venture
                  Agreement, the Florind Sales Agreement and the Florind
                  License. The Florsheim Shoe Company acquired from Interco all
                  of the common stock of Florind issued to Interco. The
                  Florsheim Shoe Company changed its name in 1996 and is now
                  known as Florsheim Group Inc.

         c.       Concurrently with the execution of this Amendment, the current
                  shareholders of Florind (collectively, the "Shareholders")
                  desire to purchase from Florsheim, and Florsheim desires to
                  sell to Shareholders, all of the shares of common stock of
                  Florind owned by Florsheim, all pursuant to the terms and
                  conditions contained in that certain Stock Sale Agreement
                  entered into of even date herewith.

         d.       Florsheim and Florind desire to extend the terms of the
                  Florind Sales Agreement and the Florind License, all pursuant
                  to the terms and conditions contained herein.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and covenants hereinafter contained, and other good and valuable
consideration, the receipt and


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sufficiency of which are hereby acknowledged, the parties hereby agree as set
forth in this Amendment.


2.       Amendment of Florind Sales Agreement. Florsheim and Florind hereby
         agree to modify and amend the Florind Sales Agreement, as follows:

         a.       If, in any calendar year, Florsheim and its designees do not
                  purchase at least fifty percent (50%) of the Current Capacity
                  of Products (the "Minimum Capacity"), then Florind, shall be
                  entitled to manufacture such volume of products for persons or
                  entities other than Florsheim and its designees so that
                  Florind is meeting its Minimum Capacity (but no more than such
                  volume). Notwithstanding the foregoing, Florind may not use
                  any of Florsheim's trademarks, lasts, dies, patterns or other
                  intellectual property, including, without limitation, any of
                  the information provided under the Florind License, in the
                  manufacture of any products for any person other than
                  Florsheim. All capitalized terms used in this Section are
                  defined on Exhibit A.

         b.       The Florind Sales Agreement may be terminated by Florind, upon
                  ninety (90) days written notice to Florsheim if Florsheim
                  shall be in breach of the applicable Agreement for sixty (60)
                  days following the date Florind gave Florsheim written notice
                  of such breach. Florind acknowledges that notice of
                  termination may be given to Florsheim only after expiration of
                  Florsheim's cure period described in this Section.

3.       Extension of Agreements. In consideration for Florind's Shareholders'
         execution and performance under a separate stock sale agreement,
         Florsheim agrees that, upon payment in full of all amounts due to
         Florsheim under the said Agreement, the term of the Florind Sales
         Agreement, and the Florind License and, as any of them may be amended
         by this Amendment, shall be automatically extended for an additional
         term of ten (10) years up to and including June 20, 2014. As expressly
         modified by this Amendment, the Florind Sales Agreement, the Florind
         License will continue in full force and effect and Florsheim and
         Florind hereby ratify and affirm the same.

         a.       Notwithstanding the foregoing, Florind and Florsheim agree
                  that Florsheim's current payment terms will continue in force
                  throughout the additional term of the Florind Sales Agreement
                  and the Florind License provided Florind receives prompt
                  payment for their export bills from Florsheim, in a manner
                  consistent with past practices or as otherwise agreed between
                  the parties.

         b.       Florind and Florsheim must agree on all price changes for
                  Products. Florind agrees that all increases in the prices it
                  charges Florsheim for Products will be supported by
                  documentation reasonably acceptable to Florsheim indicating a
                  corresponding increase in Florind's costs of manufacturing the
                  Products. Florind


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                  may not increase the prices it charges Florsheim unless
                  Florind has incurred a corresponding increase in its costs of
                  manufacturing, and all price increases will be limited to the
                  amount necessary to maintain Florind's current margin levels
                  after taking into account the increases in Florind's direct
                  costs of manufacturing the Products. All price changes shall
                  take effect only for orders accepted by Florind after the date
                  that Florsheim and Florind agree upon the same.

         c.       Florind agrees that, upon the request of Florsheim, Florind
                  will meet with Florsheim to discuss methods to increase
                  Florind's efficiency in manufacturing Products and review the
                  prices charged by Florind for Products. At Florsheim's
                  request, such discussions may include, without limitation,
                  negotiating in good faith to reduce the prices charged
                  Florsheim for Products where increased efficiency, volume or
                  other circumstances or market conditions warrant such
                  decreases.

4.       Termination of Joint Venture Agreement. The Joint Venture Agreement
         shall be terminated as of the Closing Date, without any further
         obligation of any party thereunder to any other party, except for the
         obligations of Florind and Florsheim under the Florind Sales Agreement
         and the Florind License.

5.       Conditions Precedent to Amendment. This Amendment is contingent upon
         the condition precedent that Florsheim must sell all of the shares of
         stock of Florind owned by Florsheim to the Shareholders. Until and
         unless the Shareholders purchase such shares, this Amendment shall not
         be of any force and effect.

6        Construction. This Amendment will be governed, construed and
         interpreted in accordance with the laws and decisions of the State of
         Illinois.

         a.       The Exhibits attached hereto, as may be modified from time to
                  time in accordance with this Amendment, are incorporated
                  herein and made a part hereof by this reference.

         b.       This Amendment constitutes the entire agreement among the
                  parties with respect to the subject matter hereof and
                  supersede any and all prior and contemporaneous oral or
                  written agreements among the parties with respect thereto.

         c.       This Amendment may not be amended, changed, modified or
                  terminated except by a writing signed by Florsheim,
                  Shareholders and Florind.

         d.       This Amendment and the rights, covenants, duties and
                  obligations of the parties hereunder will be binding upon and
                  inure to the benefit of each of the parties hereto and each of
                  their respective legal representatives, successors and
                  permitted assigns, if any.


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         IN WITNESS WHEREOF, the parties have entered into this Amendment as of
the date first written above.


FLORSHEIM GROUP INC.                             FLORIND SHOES PRIVATE LIMITED


By: Thomas P. Polke                              By: K. Ameenur Rahman
    --------------------------------                 --------------------------
Title: Executive Vice President, CFO             Title: Chairman



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                                    EXHIBIT A


"Current Capacity" means the percentage of Florind's "Full Capacity" currently
utilized by Florsheim and its designees which is Eight Thousand Four Hundred
(8,400) pairs of "Products" per day.

"Full Capacity" means Florind's full, annual manufacturing capacity, or Twelve
Thousand (12,000) units of "Products" per day.

"Products" has the meaning set forth in the Florind Sales Agreement.


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