EXHIBIT 10.06

                               AMENDMENT
                         TO EMPLOYMENT AGREEMENT
                           DATED APRIL 1, 1997



         Reference is made to the Executive  Employment  Agreement  dated as of
April 1, 1997 (the  "Agreement") by and between J. Baker,  Inc.  and Alan I. 
 Weinstein.  Pursuant to  paragraph  19 of the  Agreement  and in order to
amend certain provisions of the Agreement, the Agreement is hereby amended as 
follows:

         1.       Paragraph 3 of the Agreement is hereby amended by deleting  
subparagraph  (a) in its entirety and inserting in its place the following 
subparagraph:

         "(a) Base Salary - Commencing  effective September 1, 1997, the Company
         shall pay the  Employee  during the Term an annual base  salary  ("Base
         Salary") of not less than $525,000,  payable in equal  installments  in
         accordance  with the  Company's  regular pay  intervals  for its senior
         executives;  provided,  however, that commencing effective September 1,
         1998, the Employee's annual Base Salary shall be increased to $575,000.
         In the event that the Term of this Agreement  shall be extended for one
         or more years  beyond  its  current  expiration  date of April 1, 1999,
         then,  commencing  effective  September 1, 1999, the Employee's  annual
         Base Salary shall be increased to $625,000.

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



J. BAKER, INC.



By:/s/ Sherman N. Baker                                       September 1, 1997
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         Sherman N. Baker                                     Date
         Chairman of the Board




/s/Alan I. Weinstein                                          September 1, 1997
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         Alan I. Weinstein                                    Date