SECOND AMENDMENT TO EMPLOYMENT AGREEMENT DATED SEPTEMBER 9, 1998 Reference is made to the Executive Employment Agreement dated as of September 9, 1998, as amended on April 11, 1999 (the "Agreement") by and between J. Baker, Inc. and Michael Fine....

                                SECOND AMENDMENT
                             TO EMPLOYMENT AGREEMENT
                             DATED SEPTEMBER 9, 1998

     Reference  is  made  to the  Executive  Employment  Agreement  dated  as of
September 9, 1998, as amended on April 11, 1999 (the "Agreement") by and between
X. Xxxxx,  Inc. and Xxxxxxx Xxxx.  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 the figure
"$400,000"  in the second  line  thereof and  inserting  in its place the figure
"$440,000."

     2.  Paragraph 6 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
the phrase "ending on April 30, 2002".

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



X. XXXXX, INC.




By:   /s/ Xxxx X. Xxxxxxxxx                 4/4/00
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         Xxxx X. Xxxxxxxxx                  Date
         President and
         Chief Executive Officer




   /s/ Xxxxxxx Xxxx                         4/5/00
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         Xxxxxxx Xxxx                       Date