Exhibit 10.27


                                 THIRD AMENDMENT
                             TO EMPLOYMENT AGREEMENT
                               DATED APRIL 1, 1997



     Reference is made to the Executive  Employment  Agreement dated as of April
1, 1997 as amended on September 1, 1997 and March 31, 1998 (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 6 of the  Agreement  is hereby  amended by  deleting  the
phrase "ending on April 30, 2000" in the fifth line thereof and inserting in its
place the phrase "ending on April 30, 2001".

         2. Paragraph 9  subparagraph  (d) of the Agreement is hereby amended by
inserting the following at the end of such subparagraph:

                  ";  provided,  however,  that any such salary in excess of one
         (1)  year of Base  Salary  shall  be  offset  by any  salary  or  other
         compensation  earned by the Employee  from other  employment;  it being
         understood  that the Employee shall use reasonable  efforts to find new
         employment suitable to his training and experience."

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




J. BAKER, INC.



By:/s/ Sherman N. Baker                            4/10/99
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Sherman N. Baker                                   Date
Chairman of the Board



/s/Alan I Weinstein                                4/7/99
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Alan I. Weinstein                                  Date