FIRST AMENDMENT TO EMPLOYMENT AGREEMENT DATED JUNE 5, 1997 Reference is made to the Executive Employment Agreement dated as of June 5, 1997 (the "Agreement") by and between J. Baker, Inc. and Roger J. Osborne. Pursuant to paragraph 19 of the Agreement...

                                                            EXHIBIT 10.33

                                 FIRST AMENDMENT
                             TO EMPLOYMENT AGREEMENT
                               DATED JUNE 5, 1997




     Reference is made to the Executive Employment Agreement dated as of June 5,
1997 (the  "Agreement")  by and between X.  Xxxxx,  Inc.  and Xxxxx X.  Xxxxxxx.
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  "$220,000"  in the third  line  thereof  and
inserting in its place the figure "$250,000".

         2.  Paragraph 6 of the  Agreement  is hereby  amended by  deleting  the
phrase  "ending on June 5, 1999" in the fifth line thereof and  inserting in its
place the phrase "ending on April 30, 2000".

         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                     April 10, 1998
   --------------------------------          --------------
Xxxx X. Xxxxxxxxx                            Date
President and
Chief Executive Officer



/s/ Xxxxx X. Xxxxxxx                         April 10, 1998
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Xxxxx X. Xxxxxxx                             Date