Exhibit 10.21


                                 FIFTH AMENDMENT
                             TO EMPLOYMENT AGREEMENT
                              DATED MARCH 25, 1993



     Reference is made to the Executive  Employment  Agreement dated as of March
25, 1993, as amended on March 31, 1995, March 31, 1996, March 31, 1997 and March
31, 1998 (the  "Agreement") by and between J. Baker,  Inc. and Sherman N. Baker.
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  entitled  "Compensation"  is hereby
amended  by  deleting  the  figure  "$229,640"  in the third  line  thereof  and
inserting in its place the figure "$206,676".

         2.  Paragraph 6 of the  Agreement  is hereby  amended by  deleting  the
phrase  "ending on April 1, 1999" in the fifth line thereof and inserting in its
place the phrase "ending on April 1, 2000".

         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                           4/7/99
     --------------------                           ------
Alan I. Weinstein                                   Date
President and
Chief Executive Officer




      /s/   Sherman N. Baker                        4/10/99                 
      ----------------------                        -------                 
Sherman N. Baker                                    Date