SECOND AMENDMENT TO EXECUTIVE
                              EMPLOYMENT AGREEMENT

                             DATED JANUARY 19, 1999

     Reference is made to the Executive Employment Agreement dated as of January
19,  1999,  as amended on January 10, 2000 (the  "Agreement")  by and between J.
Baker, Inc. and Thomas J. Konecki. Pursuant to paragraph 19 of the Agreement and
in order to further amend certain provisions of the Agreement,  the Agreement is
hereby amended as follows:

     1. Paragraph  3(a) of the Agreement is hereby amended by deleting  $210,000
in the second line thereof and inserting in its place $225,000.

     2.  Paragraph 6 of the  Agreement is hereby  amended by deleting the phrase
"ending on April 30, 2001" in the fifth line thereof and  inserting in its place
"ending on April 30, 2002."

     3. All other terms of the Agreement shall remain  unchanged and continue in
full force and effect.



J. BAKER, INC.




By:  /s/ Alan I. Weinstein                      4/4/00
   ------------------------------------         -----------------------
         Alan I. Weinstein                      Date
         President and
         Chief Executive Officer




    /s/ Thomas Konecki                          4/6/00
- ---------------------------------------         --------------------------
       Thomas Konecki                           Date