J. Baker, Inc. and Subsidiaries - 555 Turnpike Street - Canton, MA 02021

                                 Promissory Note


     Name:  Thomas J. Konecki Social Security #: ###-##-#### Store or Dept. Name
and Location: Work 'n Gear Home Office  Amount:$15,000.00 Date: January 25, 2000
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For value received,  the undersigned Thomas J. Konecki (the "Payor") promises to
pay to the  order of J.  Baker  Inc.  or its  assignees  (the  "Holder")  at 555
Turnpike Street, Canton, MA 02021 or at such other place as may be designated in
writing by the Holder,  the principal sum of Fifteen Thousand Dollars and 00/100
($15,000.00)  Dollars together with interest on the principal balance thereof at
a rate of ( 8.5%) per cent per annum payable in full on May 1, 2001.

Total repayment (principal plus interest) on May 1, 2001 will be $16,987.57.

PRE-PAYMENT

     The unpaid principal hereof together with all unpaid interest  accruing may
be  prepaid in whole or in part at any time  without  premium  or  penalty.  All
prepayments  shall be applied first to accrued  interest on such  prepayment and
second against the principal.

EVENTS OF DEFAULT

     a. The entire unpaid  balance of this Note  together with accrued  interest
thereon  shall become  immediately  due and payable at the option of the Holder,
without  notice  to the  Payor,  upon  the  happening  of any one or more of the
following events (an "Event of Default"):

          [i] Payor has failed to pay the principal sum or interest on this Note
     on the date such payment is due;
          [ii]  Payor  has  failed  to  perform  any  of  the  terms,conditions,
     covenants or provisions of this Note; or
          [iii] Payor's employment with J. Baker Inc. or any of its subsidiaries
     is terminated for any reason whatsoever;  or [iv] Breach of any warranty or
     obligation hereunder with respect to the Collateral.

     b. Upon an Event of Default,  and  notwithstanding  any other interest rate
set forth herein,  interest shall accrue on the entire unpaid principal  balance
of this Note from and  including  the date of such default at the annual  simple
interest rate of eighteen (18%) percent per annum.

     c. The Payor  will pay all  costs  and  expenses  of  collection  including
attorney's  fees  incurred or paid by the Holder in  enforcing  this Note or the
obligations hereby evidenced, to the fullest extent permitted by law.

WAIVER OF PRESENTMENT/DEMAND

     The  Payor  hereby  waives  presentment,  demand  for  payment,  notice  of
dishonor,  protest and notice of protest and any or all other notices or demands
in connection  with the delivery,  acceptance  and  performance of this Note. No
waiver of or  modification  to this Note or any part hereof  shall be  effective
unless contained in writing signed by the party against whom enforcement of such
waiver or modification is sought.

RIGHT OF SET-OFF

     Upon the occurrence and during the continuance of any Event of Default, the
Holder hereby is authorized at any time and from time to time, without notice to
the Payor,  to set-off and apply any and all  indebtedness  at any time owing by
the Holder to or for the credit, account or benefit of the Payor against any and
all of the principal sum or interest now or hereafter  existing  under this Note
whether  or not the  Holder  shall have  declared  a  default,  accelerated  the
obligations  or made any  demand or taken any other  action  under this Note and
although such obligations may be unmatured.  Without limiting the foregoing, the
Payor hereby grants to the Holder a continuing  security  interest in and to all
such  indebtedness  in the  possession  of  the  Holder  and  the  Payor  hereby
authorizes  the  Holder to set-off  and apply such  amounts at such times and in
such manner as the Holder may direct pursuant to this Section.

GOVERNING LAW

     This Note is a  Massachusetts  contract,  and the rights and obligations of
the parties shall be governed by the laws of the Commonwealth of  Massachusetts.
In the event that any provision or clause of this Note conflicts with applicable
law, such conflict shall not affect the other  provisions of this Note which can
be given effect without the conflicting  provision.  The  undersigned  agrees to
submit to jurisdiction  in a court in the  Commonwealth  of  Massachusetts.  The
Payor and the Holder hereby waive trial by jury.


EXECUTED AS A SEALED INSTRUMENT THIS  26th   DAY OF January, 2000.


Signature of Payor  /s/ Thomas J. Konecki

Witness to Signature /s/ Elizabeth C. White

         FOR OFFICE USE ONLY:

         Authorized Corporate Signature: /s/ Alan I. Weinstein