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                                                             EXHIBIT 10.17

                       EXECUTIVE EMPLOYMENT AGREEMENT


         This  Agreement  is dated as of April 1,  1997 by and  between  Alan I.
Weinstein (the "Employee") and J. BAKER, INC., a Massachusetts  corporation (the
"Company").

         WHEREAS,  the  Employee  and the Company  are  parties to an  Executive
Employment  Agreement dated as of March 25, 1993 as amended by amendments  dated
April 27, 1994, April 25, 1995, March 8, 1996 and April 5, 1996; and

         WHEREAS,  the Employee and the Company now desire to amend, restate and
set forth in  writing  the terms and  conditions  of the  Employee's  employment
agreement with the Company from the date hereof;


         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein, the parties hereto agree as follows:


         1. Employment.  Under and subject to the terms and conditions set forth
herein,  the Company  hereby  agrees to employ the Employee  during the Term (as
defined in Section 6 hereof) as its President and Chief Executive Officer and/or
in such other senior executive  management  position(s) with the Company, or any
parent or  subsidiary  of the Company,  as the Board of Directors of the Company
(the "Board") may determine from time to time,  and the Employee  hereby accepts
such employment.


         2. Duties.  The Employee  agrees,  during the Term and any extension of
the Term, faithfully to perform for the Company, and any subsidiary or parent of
the Company,  the duties of the President and Chief  Executive  Officer,  and/or
such other  duties as may be assigned  to him from time to time by the  Company.
The Employee  further agrees to devote his entire  business time,  attention and
energies   exclusively  to  such   employment  and  to  conform  to  the  rules,
regulations,  instructions,  personnel practices and policies of the Company and
its subsidiaries, as existing and amended from time to time.


         3.       Compensation.

                  (a) Base Salary. The Company shall pay the Employee during the
Term an annual base salary ("Base Salary") of not less than $375,000, payable in
equal  installments in accordance  with the Company's  regular pay intervals for
its senior executives.




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                  (b) Cash  Incentive  Compensation.  In  addition to his annual
base salary as determined pursuant to Section 3(a), the Company shall pay to the
Employee such amounts, if any, to which the Employee is entitled,  as an officer
of the  Company,  under the  Company's  Cash  Incentive  Compensation  Plan (the
"Incentive Plan"), as from time to time such plan may be amended.


         4.       Other Benefits.

                  (a)  Fringe  Benefits.  The  Employee  shall  be  entitled  to
participate  in all  benefit  programs  that the Company  establishes  and makes
available to management  generally and in any event shall be entitled to receive
benefits at least  substantially  comparable to those  provided  pursuant to the
present practices of the Company and its subsidiaries.

                  (b)      Paid Vacations.  The Employee shall be entitled to an
annual paid vacation of four weeks in each calendar year, to be taken at such
time or times as the Employee and the Company shall mutually agree.


         5.  Expenses.   The  Company  shall  reimburse  the  Employee  for  all
reasonable travel, entertainment and other business expenses incurred or paid by
the Employee in performing his duties under this Agreement upon  presentation by
the  Employee  of expense  statements  or  vouchers  and such  other  supporting
information  as the Company may from time to time  request,  provided,  however,
that the amount available for such expenses may be fixed in advance by the Board
after consultation with the Employee.


         6. Effective Date and Term. This Agreement shall become effective as of
the date  hereof  and the  Employee's  employment  under  this  Agreement  shall
commence  on such date and,  unless  sooner  terminated  as  provided  herein or
extended,  shall  continue for a term (the "Term")  ending on April 1, 1999. The
Employee and the Company have obligations hereunder extending past the Term.


         7.       Noncompetition.

                  (a) During the Employee's  employment  under this Agreement or
otherwise  and for a period of two years after the date of  termination  of such
employment (the "Termination  Date"), the Employee will not, without the express
written  consent of the Company,  anywhere in the United States or any territory
or possession  thereof or in any foreign country in which the Company was active
as of the  Termination  Date:  (i) compete  with the Company or any other entity
directly or indirectly  controlled by the Company (each an "Affiliate"),  in the
Company's  Business  (as  defined in Section  7(c)  hereof);  or (ii)  otherwise
interfere with, disrupt or attempt to interfere with or disrupt the relationship
between the

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Company  or an  Affiliate  and any  person  or  business  that  was a  customer,
supplier, lessor, licensor,  manufacturer,  contractor,  designer or employee of
the Company or such Affiliate on the Termination  Date or within two years prior
to the Termination Date.

                  (b)  The  term  "compete"  as used  in  this  Section  7 means
directly or indirectly, or by association with any entity or business, either as
a  proprietor,   partner,  employee,  agent,  consultant,   director,   officer,
shareholder  (provided  that  the  Employee  may  make  passive  investments  in
competitive  enterprises the shares of which are listed on a national securities
exchange if the Employee at no time owns directly or indirectly  more than 2% of
the outstanding equity ownership of such enterprise) or in any other capacity or
manner (i) to solicit,  hire,  purchase  from,  sell to, rent from, or otherwise
conduct  business  related to the  Company's  Business  with any party that is a
customer or supplier of the Company or an  Affiliate  or (ii) operate any retail
store or leased footwear department  ("Leased  Department") which sells products
related to the Company's Business (as defined in Section 7(c) hereof).

                  (c) The term  "Company's  Business"  as used in this Section 7
means the operation of any of the following  specialty retail  businesses,  as a
principal business unit, either alone or in combination:  (i) Leased Departments
in discount or mass merchandising department stores; (ii) retail stores offering
casual  clothing for "Big and Tall" men or the mail order catalog sales thereof;
or (iii) retail stores offering primarily work related clothing and uniforms for
medical and  laboratory  purposes or the mail order catalog sales  thereof.  The
term shall also include any additional  specialty  retail  businesses  which the
Company may  acquire  subsequent  to the date  hereof and which are  operated as
principal business units of the Company on the Termination Date.

                  (d) The term  "supplier"  as used in this Section 7 shall mean
any party or affiliate of a party from which, on the Termination  Date or within
two years prior to the Termination  Date, the Company or an Affiliate  purchased
products  sold by the  Company or an  Affiliate  or was in  contact or  actively
planning to contact in  connection  with the  purchase  of products  sold by the
Company or an Affiliate on or before the  Termination  Date or which the Company
or an Affiliate was contemplating the sale of at some time after the Termination
Date.

                  (e) The term  "customer"  as used in this Section 7 shall mean
any party or affiliate of a party,  that on the  Termination  Date or within two
years  prior to the  Termination  Date,  was a wholesale  vendee or  prospective
wholesale  vendee of the Company or an  Affiliate  or in  connection  with whose
business  the Company or an  Affiliate  operated a Leased  Department,  a retail
store  for the sale of casual  clothing  for "Big and Tall"  men,  work  related
clothing and uniforms for medical and laboratory purposes or any other specialty
retail business which the Company  operated as a principal  business unit on the
Termination  Date, had contacted in connection  with the potential  operation of
such  businesses  within two years  prior to the  Termination  Date or which the
Company or an Affiliate was actively  planning to contact in connection with the
potential operation of any such businesses on the Termination Date.

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         8.  Confidential  Information.  The Employee will never use for his own
advantage or disclose any  proprietary or confidential  information  relating to
the business  operations or  properties of the Company,  any Affiliate or any of
their respective customers,  suppliers,  landlords, licensors or licensees. Upon
termination  of the  Employee's  employment,  the Employee  will  surrender  and
deliver to the Company all documents and  information  of every kind relating to
or connected with the Company and Affiliates  and their  respective  businesses,
customers, suppliers, landlords, licensors and licensees.


         9.       Termination.

                  (a) Death.  In any event of the death of the  Employee  during
the Term,  his  employment  shall  terminate  and the  Company  shall pay to the
Employee's  surviving  spouse,  or to  the  Employee's  estate  if  their  is no
surviving  spouse,  (i) the Employee's base salary for one year from the date of
death,  payable in accordance  with the Company's  regular pay intervals for its
senior  executives  and (ii) amounts under the Incentive  Plan, if any,  payable
with respect to the fiscal year in which his death occurs which  otherwise would
have been paid to the Employee on the basis of the results for such fiscal year,
prorated to the date of his death. Upon the death of the Employee, the rights of
the Employee's  surviving spouse or estate hereunder,  as the case may be, shall
be limited solely to the benefits set forth in this Section 9(a).

                  (b)  Disability.  In the event that the Employee  shall become
disabled (as  hereinafter  defined)  during the Term, the Company shall have the
right to terminate the  Employee's  employment  upon written  notice,  provided,
however, that in such event the Company shall (i) continue to pay the Employee's
base  salary  for one year from the date such  termination  occurs,  payable  in
accordance  with the Company's  regular pay intervals for its senior  executives
and (ii) pay to the Employee  amounts  under the Incentive  Plan, if any,  which
otherwise  would have been paid to the  Employee on the basis of the results for
the fiscal year in which such termination  occurs,  prorated to the date of such
termination.  For purposes of this  Agreement,  the Employee shall be considered
disabled  on the date when any  physical or mental  illness or other  incapacity
shall, in the judgment of a majority of the members (other than the Employee) of
the Board,  after consulting with or being advised by one or more physicians (it
being understood that one of such physicians may be the Employee's physician but
that the Board shall not be bound by his views),  have prevented the performance
in a manner reasonably satisfactory to the Company of the Employees duties under
this Agreement for a period of six consecutive months.

                  (c)  For  Cause.  The  Company  may by  notice  terminate  the
Employee's employment at any time for cause, which shall mean (i) failure by the
Employee  to cure a  material  breach of this  Agreement  within  15 days  after
written notice thereof by the Company, (ii) the continuation after notice by the
Company of willful misconduct by the Employee in the

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performance of the Employee's duties hereunder or (iii) the commission by the 
Employee of an act constituting a felony.  In such event all obligations of the 
Company hereunder shall thereupon

terminate,  including the obligation to pay any amounts under the Incentive Plan
with  respect  to the  fiscal  year in which such  termination  occurs,  but the
Employee shall be entitled to receive any accrued salary and other amounts under
the Incentive Plan accrued with respect to any prior fiscal years.

                  (d)  Without  Cause.  During the Term  hereof and prior to any
Change of Control of the Company,  the Company may terminate  this  Agreement at
any time without cause. In such event, the Company shall pay to the Employee, in
accordance with the Company's  regular pay intervals for its senior  executives,
an amount  equal to the  greater of (i) the amount of Base  Salary the  Employee
would  have  received  through  the last day of the Term or (ii) one (1) year of
Base Salary.

                  (e) Change of Control. In the event the Employee's  employment
with the Company is terminated  either by the Company or by the Employee  within
one (1) year after a Change of Control of the Company  occurring during the Term
hereof  (regardless  of whether  such  Employee's  termination  occurs after the
expiration of the Term) then, in such event,  the Company shall pay the Employee
at his sole and  exclusive  option an amount in cash (the  "Severance  Payment")
equal to either (i) the  greater of (a) the amount of Base  Salary the  Employee
would have  received  through the last day of the Term or (b) two (2) years Base
Salary, payable to the Employee in a single lump sum cash payment; or (ii) three
(3) years Base  Salary  payable in  accordance  with the  Company's  regular pay
intervals for its senior executives; provided, however, that any amounts payable
to the Employee pursuant to this subparagraph  (e)(ii) which exceed one (1) year
of Base Salary  shall be reduced by any salary or other  compensation  earned by
the Employee from  subsequent  employment.  For purposes of this Agreement "Base
Salary"  shall mean the  Employee's  Base Salary as set forth in  Paragraph 3 of
this Agreement,  as such Base Salary may be increased from time to time. "Change
of  Control" of the  Company  shall have the meaning set forth in the  Company's
1994 Equity  Incentive  Plan as approved by the  Stockholders  of the Company on
June 7, 1994 (and without regard to any subsequent  amendments thereto).  If any
of the termination  events set forth in this subparagraph (e) shall occur during
the Term hereof or other applicable time periods,  the provisions of paragraph 7
hereof shall be null and void and have no further force or effect.

                  (f) Severance  Payment  Limitation Upon Change of Control.  If
all or part  of the  Severance  Payment  payable  to the  Employee  pursuant  to
subparagraph  9(e) hereof,  when added to other payments payable to the Employee
as a result of a Change of Control, constitute Parachute Payments, the following
limitation shall apply. If the Parachute Payments,  net of the sum of the Excise
Tax, Federal income and employment taxes and state and local income taxes on the
amount of the Parachute  Payments in excess of the Threshold Amount, are greater
than the Threshold Amount,  the Employee shall be entitled to the full Severance
Payment

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payable under  subparagraph  9(e) of this Agreement.  If the Threshold Amount is
greater than the Parachute  Payments,  net of the sum of the Excise Tax, Federal
income and  employment  taxes and state and local  income taxes on the amount of
the  Parachute  Payments in excess of the Threshold  Amount,  then the Severance
Payment  payable under  subparagraph  9(e) of this Agreement shall be reduced to
the extent necessary so that the maximum Parachute Payments shall not exceed the
Threshold  Amount.  The Company  shall  select a firm of  independent  certified
public  accountants to determine which of the foregoing  alternative  provisions
shall apply.  For purposes of  determining  the amount of the Federal income and
employment  taxes,  and  state  and  local  income  taxes on the  amount  of the
Parachute  Payments in excess of the  Threshold  Amount,  the Employee  shall be
deemed to pay  Federal  income  taxes at the  highest  marginal  rate of Federal
income  taxation  applicable to  individuals  for the calendar year in which the
Severance  Payments  under  subparagraph  9(e) of this Agreement are payable and
state  and  local  income  taxes at the  highest  marginal  rates of  individual
taxation in the state and locality of the Employee's  residence for the calendar
year in which the Severance  Payments under  Subparagraph 9(e) of this Agreement
are payable, net of the maximum reduction in Federal income taxes which could be
obtained from deduction of such state and local taxes.

         For purposes of this Agreement:

         "Parachute Payments" shall mean any payment or provision by the Company
of any amount or benefit to and for the benefit of the Employee, whether paid or
payable or  provided  or to be  provided  under the terms of this  Agreement  or
otherwise,  that would be considered  "parachute payments" within the meaning of
Section   280G(B)(2)(A)  of  the  Internal  Revenue  Code  and  the  regulations
promulgated thereunder.

         "Threshold  Amount" shall mean three times the Employee's "base amount"
within the meaning of Section  280(G)(b)(3) of the Internal Revenue Code and the
regulations promulgated thereunder, less one dollar.

         "Excise  Tax" shall mean the excise tax imposed by Section  4999 of the
Internal Revenue Code.


         10.      Approval of Board.  The Company represents that this Agreement
has been duly approved by the Board and is in all respects valid and binding
upon the Company.


         11. Key Person  Insurance.  The Employee agrees to take such actions as
may be  reasonably  required to permit the  Company to, in its sole  discretion,
maintain key person life  insurance on the  Employee's  life in such amounts and
for such periods of time,  if any, as the Company  deems  appropriate,  with all
benefits being payable to the Company.  Upon payment by the Employee of the cash
surrender  value, if any, of any such policy and any paid but unearned  premiums
for such  policy,  the Company  will assign  such  policy to the  Employee  upon
termination  (other  than  because of the  Employee's  death) of the  Employee's
employment

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with  the  Company,  provided,  however,  that,  in  the  event  the  Employee's
employment  is  terminated  by reason of the  disability of the Employee and the
death of the  Employee  may  reasonably  be expected  within one year after such
termination as a result of such disability, the Company shall not be required to
assign any such policy.


         12. Notices. Any notice or other communication required or permitted to
be given  hereunder  shall be in writing  and shall be deemed to have been given
and  received  when  actually  delivered,  one  business  day after  dispatch by
telegraphic  means,  two business days after  dispatch by  recognized  overnight
delivery  service,  or five days after mailing by certified or  registered  mail
with proper postage affixed,  return receipt  requested and addressed as follows
(or to such other address as a party  entitled to receive  notice  hereunder may
have designated by notice pursuant to this Section 12):

                  (a)      If to the Company:

                           J. Baker, Inc.
                           555 Turnpike Street
                           Canton, Massachusetts 02021
                           Attention:   Chief Executive Officer

                  (b)      If to the Employee:

                           Alan I. Weinstein
                           13 Kings Road
                           Sharon, Massachusetts 02067


         13. Severability. If any provision of this Agreement or its application
to any person or circumstances is invalid or  unenforceable,  then the remainder
of this  Agreement or the  application  of such  provision  to other  persons or
circumstances  shall not be  affected  thereby.  Further,  if any  provision  or
application  hereof is invalid or  unenforceable,  then a suitable and equitable
provision  shall be substituted  therefor in order to carry out so far as may be
valid or  enforceable  the intent and purposes of the invalid and  unenforceable
provision.


         14.      Applicable Law.  This Agreement shall be interpreted and
construed in accordance with, and shall be governed by, the laws of the 
Commonwealth of Massachusetts without giving effect to the conflict of law 
provisions thereof.


         15.      Assignment.  Neither of the parties hereto shall, without the
written consent of the other, assign or transfer this Agreement or any rights or
obligations hereunder, provided, however, that in the event that the Company 
sells all or substantially all of its assets the

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Company may assign its rights and  transfer  its  obligations  hereunder  to the
purchaser  of such  assets.  A  merger  of the  Company  with  or  into  another
corporation  shall be deemed not to be an assignment of this Agreement,  and, in
any such event, this Agreement shall inure to the benefit of and be binding upon
the surviving  corporation  and the  Employee.  Subject to the  foregoing,  this
Agreement  shall be binding upon, and shall inure to the benefit of, the parties
and their respective  successors,  heirs,  administrators,  executors,  personal
representatives and assigns.


         16.      Headings.  This section and paragraph headings contained in 
this Agreement are for convenience of reference only and shall not affect in 
any way the meaning or interpretation of this Agreement.


         17. Remedies. It is specifically  understood and agreed that any breach
of the  provisions  of Section 7 or 8 of this  Agreement  is likely to result in
irreparable injury to the Company, that damages at law will be inadequate remedy
for such  breach,  and that in  addition  to any other  remedy it may have,  the
Company shall be entitled to enforce the specific  performance  of said Sections
and to seek both temporary and permanent  injunctive relief therefor without the
necessity of proving actual damages.


         18.      Waiver of Breach.  Any waiver by either the Company or the 
Employee of a breach of any provision of this Agreement shall not operate or be 
construed as a waiver of any subsequent breach.


         19.      Amendment of Agreement.  This Agreement may be altered, 
amended or modified, in whole or in part, only by a writing signed by both the 
Employee and the Company.


         20.  Integration.  This  Agreement  constitutes  the  entire  agreement
between the parties with respect to the subject  matter  thereof and  supersedes
all prior agreements whether oral or written with respect to such subject matter
between the parties  including,  without  limitation,  the Executive  Employment
Agreement  dated as of March 25, 1993 and  amendments  to such  agreement  dated
April 27, 1994, April 25, 1995, March 8, 1996 and April 5, 1996.








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         Intending to be legally bound, the Company and the Employee have signed
this  Agreement  as if under  seal as of the  date set  forth at the head of the
first page.


                                         J. BAKER, INC.



                                         /s/ Sherman N. Baker
                                         Sherman N. Baker
                                         Chairman of the Board


                                         /s/ Alan I. Weinstein
                                         Alan I. Weinstein

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