SECOND AMENDMENT TO EXECUTIVE
                              EMPLOYMENT AGREEMENT

                            DATED SEPTEMBER 15, 1997

     Reference  is  made  to the  Executive  Employment  Agreement  dated  as of
September  15,  1997,  as amended  December  27, 1999 (the  "Agreement")  by and
between J. Baker,  Inc. and Stuart M.  Glasser.  Pursuant to paragraph 25 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 adding to the end
thereof  the  following:  "The  Base  Salary  will be  increased  to the rate of
$650,000 per annum effective as of April 30, 2000 and shall be further increased
to the rate of $700,000 per annum beginning on April 30, 2001."

     2.  Paragraph 7 of the  Agreement is hereby  amended by deleting the phrase
"ending on April 30, 2001" in the fourth 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                  April 17, 2000
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         Alan I. Weinstein                   Date
         President and
         Chief Executive Officer



         /s/ Stuart M. Glasser               April 17, 2000
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         Stuart M. Glasser                   Date