GREEN DANIEL CO
STOCK PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>d26015_ex10.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>


                            STOCK PURCHASE AGREEMENT


     This STOCK PURCHASE  AGREEMENT  dated as of June 1, 2001,  between DANIEL
GREEN COMPANY, a Massachusetts corporation (the "Company"), and the DANIEL GREEN
COMPANY Retirement Savings Partnership Plan (the "Plan").

                              W I T N E S S E T H:

     WHEREAS,  the Company  has  established  and  maintains  the Plan,  for the
benefit of all employees eligible to participate therein;

     WHEREAS,  the Company has  established  and maintains a trust (the "Trust")
for purposes of holding the Plan's  assets and  administering  the  participants
individual  accounts  and the Company has  appointed  the Exeter  Trust  Company
("Trustee") to act as the directed trustee thereof pursuant to a Trust Agreement
dated as of August 11, 1997  between  the  Company  and the Trustee  (the "Trust
Agreement");

     WHEREAS, the Plan provides that the assets of the Trust may be invested in,
among other things, shares of common stock of the Company ("Common Stock");

     WHEREAS,  the Plan provides (Section 12.2) that the Retirement Committee of
the Plan (the "Committee") is the "named fiduciary" and the "administrator" with
respect to the Plan and in such  capacities  it has  authority  to  control  and
manage the operation and administration of the Plan.

     WHEREAS, the Company now wishes to issue and sell shares of Common Stock to
the Plan and the Committee now wishes for the Plan to purchase  shares of Common
Stock from the Company,  and no commission  will be paid in connection  with the
purchase of such shares of Common Stock; and

     WHEREAS,  the  Committee  has  received  an  opinion  of  Empire  Valuation
Services,  Inc. that the market for the Common Stock is not a recognized  market
and that based upon, among other things,  valuation  principles suggested by the
Department  of Labor (29 CFR Part 2510) the  purchase of shares of Common  Stock
pursuant  to  the  terms  of  this  Agreement  is  fair  and  equitable  to  the
participants  in the Plan and the  price  to be paid for such  shares  is not in
excess of adequate consideration.

                              P R O V I S I O N S:

     NOW THEREFORE,  in  consideration of these premises and the mutual promises
contained  herein,  the parties  hereto,  intending to be legally bound,  hereby
agree as follows:

     1. The Plan  hereby  agrees to  purchase  (the  "Purchase")  with the funds
transferred  to the Plan from the  termination  of the pension plan of Penobscot
Shoe  Company,  a subsidiary  of the Company,  and the Company  hereby agrees to
issue and sell for cash to the Plan,  such number of shares of Common Stock (the
"Shares") as equals an aggregate purchase price of not less than $1,700,000, and
not more than $2,400,000, as determined by the Committee (the "Purchase

<PAGE>

Price"),  divided by $5.15.  The Company  will pay all stamp and other  transfer
taxes,  if any,  which may be  payable  in  respect  of the  issuance,  sale and
delivery of the Shares and shall be entitled to any refund thereof.

     2. The Purchase shall be  consummated  in two closings,  the first of which
shall take place on the date  hereof  (such date of delivery  being  hereinafter
called the "Initial Delivery Date"), and the second of which shall take place on
the date  determined  by the  Committee,  but in no event later than one hundred
twenty (120) days from the date hereof (the  "Second  Delivery  Date"),  in each
case at the offices of Woods  Oviatt  Gilman  LLP,  Rochester,  New York,  or as
otherwise agreed by the parties hereto. The Initial Delivery Date and the Second
Delivery  Date are both  referred  to as the  "Delivery  Dates." On the  Initial
Delivery  Date,  the Company  shall issue to the Plan  330,097  shares of Common
Stock, and the Plan shall pay to the Company $1,700,000.  On the Second Delivery
Date,  the  Company  shall issue to the Plan the number of shares as are due for
the remaining  portion of the Purchase Price determined by the Committee that it
will pay,  and the Plan shall  deliver  the  portion of the  Purchase  Price due
therefor.  On each of the  Delivery  Dates,  the  Trustee  shall  deliver to the
Company the portion of the Purchase Price that is due in  immediately  available
funds,  and the Company will deliver to the Plan a certificate  or  certificates
representing  the Shares to be issued which shall be  registered  in the name of
the Plan, the Trustee, as directed trustee under the Plan, or in the name of its
nominee  or  Plan  Custodian,  as  directed  by  the  Committee.  The  Committee
understands  that the  certificate(s)  representing  the  Shares  will  bear the
following legend and that a notation  restricting their transfer will be made on
the stock transfer books of the Company:

     The shares of common stock  represented by this  certificate  have not been
     registered  under the  Securities  Act of 1933, as amended.  Such shares of
     stock may not be sold,  assigned,  pledged or otherwise  transferred in the
     absence of an effective  registration  statement  under said Securities Act
     covering such transfer or an opinion of counsel  satisfactory to the issuer
     that registration under said Securities Act is not required.

     3. The Company  hereby  represents,  warrants and covenants to the Plan and
the Committee as follows:

          (a) the Company (i) is a corporation duly organized,  validly existing
     and in good standing under the laws of the State of Massachusetts  and (ii)
     has full  corporate  power  and  authority  to  execute  and  deliver  this
     Agreement, to carry out the transactions contemplated hereby, to own, lease
     and operate its assets and properties,  and to carry on its business as now
     being conducted;

          (b) this Agreement has been duly authorized, executed and delivered by
     the Company and constitutes a valid and binding  obligation of the Company,
     enforceable  against the Company in accordance  with its terms,  subject to
     applicable bankruptcy,  insolvency, fraudulent conveyance,  reorganization,
     moratorium and similar laws affecting  creditors'  rights  generally and to
     general  principles  of  equity  (regardless  of  whether  considered  in a
     proceeding at law or in equity);

                                       2

<PAGE>


          (c) the execution,  delivery and  performance of this Agreement by the
     Company and the consummation of the transactions  contemplated  hereby will
     not violate (i) the Company's Articles of Incorporation or By-Laws, each as
     amended  or  restated  to date or,  (ii) any  provision  of any  agreement,
     instrument,  order,  award,  judgment  or decree to which the  Company is a
     party or by which it or any of its businesses or properties  are bound,  or
     (iii)  any  statute,  rule or  regulation  of any  federal,  state or local
     government or governmental  agency  applicable to the Company except in the
     case of  subparagraphs  (ii) or  (iii)  of this  Section  3(c) for any such
     violations  which  either  individually  or in the  aggregate do not have a
     material  adverse  effect on the business or  properties of the Company and
     its subsidiaries taken as a whole;

          (d) except for any necessary applications with The Nasdaq Stock Market
     with respect to any newly issued  Shares,  no  approval,  authorization  or
     other action by, or filing with, any government authority is required to be
     obtained or made by the Company in connection with the execution,  delivery
     and  performance by the Company of this Agreement and the  consummation  of
     the transactions contemplated hereby;

          (e) the Shares have been duly and validly  authorized and, when issued
     and delivered to and paid for by the Plan pursuant to this  Agreement,  (i)
     will be validly issued,  fully paid and nonassessable and not liable to any
     further call or assessment,  (ii) the certificates  representing the Shares
     comply with the applicable  requirements of Massachusetts law and any other
     applicable  law and (iii)  the Plan  will  acquire  full  right,  title and
     interest in and to the Shares free and clear of any and all liens,  claims,
     charges and encumbrances (other than rights of participants in the Plan);

          (f) the  Company's  Annual  Report  on Form  10-K for the  year  ended
     December 31, 2000 and  quarterly  reports on Form 10-QSB for the  quarterly
     period  ended  March 31,  2001,  on the  respective  dates  filed  with the
     Securities and Exchange  Commission,  conformed in all material respects to
     the requirements of the Securities Exchange Act of 1934, as amended;

          (g) no person or other  entity is entitled to any fees or  commissions
     due to the Company's  actions in  connection  with the purchase and sale of
     the Shares; and

          (h) the  purchase of the Shares on the  Delivery  Date by the Plan for
     the Purchase Price is for not greater than "adequate consideration" as that
     phrase is  defined  in  Section  3(18) of the  Employee  Retirement  Income
     Security Act of 1974, as amended  ("ERISA"),  and any proposed  regulations
     thereunder,  and will not constitute a prohibited transaction under Section
     406 of ERISA or Section 4975(c) of the Code by reason of the exemptions set
     forth in  Section  408(e) of ERISA  and  Section  4975(d)(13)  of the Code;
     provided that in making the representations contained in this Section 3(h),
     the Company has relied upon the opinion of counsel.

     4. The  Committee  and the Plan  represent  and  warrant to the  Company as
follows:

          (a) the Plan (i) is a duly organized and validly  existing  retirement
     plan under  ERISA,  and (ii) has full power and  authority  to execute  and
     deliver  this  Agreement  and to carry  out the  transactions  contemplated
     hereby;

                                       3

<PAGE>

          (b) this Agreement has been duly authorized, executed and delivered by
     the Plan and  constitutes  a valid  and  binding  obligation  of the  Plan,
     enforceable  against  the Plan in  accordance  with its  terms,  subject to
     applicable bankruptcy,  insolvency, fraudulent conveyance,  reorganization,
     moratorium and similar laws affecting  creditors'  rights  generally and to
     general  principles  of  equity  (regardless  of  whether  considered  in a
     proceeding at law or in equity);

          (c) the execution,  delivery and  performance of this Agreement by the
     Plan and the consummation of the transactions  contemplated hereby will not
     violate (i) the Plan,  or (ii) any  material  provision  of any  agreement,
     instrument,  order, award,  judgment or decree to which the Plan is a party
     or by which  it or any of its  assets  are  bound  or  (iii)  any  material
     statute,  rule or regulation of any federal,  state or local  government or
     governmental agency applicable to the Plan;

          (d) the Plan is acquiring  the Shares solely for  investment  purposes
     and not with a view to, or for sale in connection  with,  any  distribution
     thereof;  provided,  however,  that the  Shares  will be  allocated  to the
     accounts of the  participants in the Plan pursuant to the terms of the Plan
     and distributions may be made to participants and beneficiaries of the Plan
     in shares of Common Stock,  it being  understood  that the Shares are being
     sold  to  the  Plan  pursuant  to  an  exemption   from  the   registration
     requirements  of the  Securities  Act of 1933, as amended (the  "Securities
     Act"), in reliance upon this representation and warranty;

          (e) no person or other  entity is entitled to any  commissions  due to
     the  Committee's  actions in  connection  with the purchase and sale of the
     Shares.

     5. The Company will, at its expense, exercise best efforts to prepare, file
and cause to be effective  within thirty (30) days of the Initial Delivery Date,
and will use its best  efforts  to cause to  remain  effective,  a  registration
statement  on  an  appropriate   form,   including  a  final   prospectus   (the
"Registration  Statement"),  under and complying with the Securities Act and the
rules and regulations thereunder, relating to the shares of the Company's Common
Stock held by the Plan.  The Company shall also use its best efforts to register
or qualify such shares  covered by the  Registration  Statement  under the "blue
sky" or securities  laws of such  jurisdictions  within the United States as the
Committee may reasonably request; PROVIDED,  HOWEVER, that the Company shall not
be required to consent to the general service of process for all purposes in any
jurisdiction where it is not then qualified to do business.

     6. The  representations,  warranties and agreements of both parties in this
Agreement shall survive the date hereof and each Delivery Date.

     7. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts to be executed,  delivered
and  performed  in such state,  to the extent not  preempted  by the laws of the
United  States  of  America.  This  Agreement,  the  Plan  and  Trust  Agreement
(including  documents  referred to therein or  delivered  pursuant  thereto) set
forth the entire  Agreement of the parties  with  respect to the subject  matter
contained  herein and supersede all prior oral and written  agreements,  if any,
between the parties with respect to such subject  matter.  This Agreement  shall
bind and inure to the benefit of all  successors to, and assigns of, the parties
hereto; provided,  however, that the Plan shall not assign or otherwise transfer
its  interest  in, or  obligations  under,  this  Agreement  without the written
consent of the Company,  except that the Plan may assign,  without the Company's
written


                                       4

<PAGE>

consent,  all its rights  hereunder to any institution  exercising  trust powers
under the Trust  Agreement.  In the event that any  provision of this  Agreement
shall be  declared  unenforceable  by a court of  competent  jurisdiction,  such
provision  shall be stricken  herefrom and the remainder of this Agreement shall
remain binding on the parties  hereto.  In the event any such provision shall be
so declared unenforceable due to its scope or breadth, then it shall be narrowed
to the scope or breadth permitted by law.

     8. This Agreement may be executed in two counterparts,  each of which shall
be deemed an original, but each of which taken together shall constitute one and
the same instrument.

     9. This Agreement may not be modified with respect to the  obligations of a
party hereto except by an instrument in writing signed by such party.

     10. All notices, requests, or other communications required or permitted to
be delivered  hereunder  shall be in writing,  delivered to each party hereto at
its address  specified  in the Trust  Agreement  and shall  become  effective as
therein  provided.  Any party  hereto may from time to time,  by written  notice
given as aforesaid,  designate any other address to which  notices,  requests or
other communications addressed to it shall be sent.

     IN WITNESS  WHEREOF,  the parties  hereto have duly  executed and delivered
this Agreement as of the date first above written.

                                        DANIEL GREEN COMPANY

                                        By:    /s/ James R. Riedman
                                               -------------------------
                                        Name:  James R. Riedman
                                        Title: Chairman and CEO

                                        DANIEL GREEN COMPANY RETIREMENT
                                        SAVINGS PARTNERSHIP PLAN
                                        By Its Retirement Committee

                                        By:    /s/ James R. Riedman
                                               -------------------------
                                        Name:  James R. Riedman
                                        Title: Chairman


                                        By:    /s/ Stephen DePerrior
                                               -------------------------
                                        Name:  Stephen DePerrior
                                        Title: Member
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