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                                                             EXHIBIT 4.27

                        GUARANTY AGREEMENT


To Massachusetts Mutual Life Insurance Company
and MassMutual Participation Investors:

Gentlemen:

         JBI,  Inc., a  Massachusetts  corporation  (the  "Company")  originally
issued and sold $35,000,000  aggregate  principal amount (of which $4,500,000 is
currently  outstanding and held by Massachusetts  Mutual Life Insurance  Company
and MassMutual Participation Investors) of 11.21% (original interest rate, which
interest rate has been adjusted per Letter  Agreement  dated  February 24, 1997,
the "Letter  Agreement") Senior  Subordinated Notes, due 1999 (the "Subordinated
Notes"),  pursuant to the  several  Senior  Subordinated  Note  Agreements  (the
"Subordinated  Note  Agreements"),  each  dated as of May 1,  1989  between  the
Company,  J.  Baker,  Inc.,  a  Massachusetts  corporation  ("Baker"),  and  the
Purchasers named in Schedule I thereto.

         All  indebtedness  for principal,  interest,  Make Whole Amount,  fees,
expenses and all other  amounts  payable by the Company  under and in respect of
the  Subordinated  Notes  are  hereinafter   collectively  referred  to  as  the
"Subordinated  Debt".  Terms used but not otherwise  defined  herein are used as
defined in the Subordinated Note Agreements.

         Baker owns,  directly or indirectly,  100% of the outstanding  stock of
the Company,  WGS Corp., a Massachusetts  corporation,  The Casual Male, Inc., a
Massachusetts corporation;  TCMB&T, Inc., a Massachusetts  corporation;  Spencer
No. 301 Corp., a New York corporation; Morse Shoe, Inc., a Delaware corporation;
Buckmin, Inc., a Massachusetts corporation; Elm Equipment Corp., a Massachusetts
corporation;  Isab, Inc., a Delaware  corporation;  Jared Corporation,  a Puerto
Rican corporation;  Morse Shoe (Canada) Ltd., a Canadian corporation; Morse Shoe
International,  Inc., a Delaware  corporation,  and White Cap Footwear,  Inc., a
Delaware  corporation,   (individually  a  "Guarantor"  and  collectively,   the
"Guarantors").  The  Subordinated  Notes are to be guaranteed by, inter alia, an
unconditional guaranty by each of the Guarantors.

         In  compliance  with the  requirements  of the  Letter  Agreement,  the
Guarantors  do hereby  covenant  with the holders of the  Subordinated  Notes as
follows:

SECTION 1. GUARANTY.
         Section   1.1.   Guaranty.   Each   Guarantor,   individually,   hereby
unconditionally guarantees the payment when due, whether by demand or otherwise,
of all of the  Subordinated  Debt  and  agrees  to pay any  and  all  reasonable
expenses  incurred by the holders of the  Subordinated  Notes in  enforcing  any
rights under this Guaranty Agreement.

         The  guaranty  provided  for herein is a guaranty of payment and not of
collectability.

         Section 1.2.  Nature of Guaranty.  Each Guarantor  guarantees  that the
Subordinated  Notes will be paid strictly in accordance  with the terms thereof,
regardless  of any law,  regulation  or order now or  hereafter in effect in any
jurisdiction  affecting  any of such items or the  rights of the  holders of the
Subordinated Notes with respect thereto, except as specifically provided herein.
The liability of each Guarantor under this Guaranty  Agreement shall be absolute
and unconditional irrespective of:
                  (i) any lack of validity or enforceability of the Subordinated
         Note Agreements, this Guaranty Agreement, the other Subsidiary Guaranty
         Agreements, the Baker Guaranty Agreement, the Subordinated Notes or any
         other  agreement  or  instrument  relating  thereto  (collectively  the
         "Related Documents");

                  (ii) any change in the time, manner or place of payment of, or
         in any other  terms of,  all or any of the  Subordinated  Debt,  or any
         other  amendment or waiver of or any consent to  departure  from all or
         any of the Related Documents;

                  (iii)  any  exchange,   release  or   non-perfection   of  any
         collateral,  or any  release  or  amendment  or waiver of or consent to
         departure from any other guaranty,  for all or any of the  Subordinated
         Debt; or

                  (iv) to the extent  permitted by law,  any other  circumstance
         which might otherwise constitute a defense available to, or a discharge
         of, a Guarantor in respect of the  Subordinated  Debt or a Guarantor in
         respect  of this  guaranty,  other  than the  payment  or the tender of
         payment in full of the Subordinated Debt.

         This  Guaranty   Agreement   shall  continue  to  be  effective  or  be
reinstated,  as the  case  may be,  if at any  time  any  payment  of any of the
Subordinated  Debt is rescinded  or must  otherwise be returned by any holder of
Subordinated  Notes  upon the  insolvency,  bankruptcy  or  reorganization  of a
Guarantor or otherwise, all as though such payment had not been made.

         The obligations of each Guarantor hereunder shall in no way be effected
or impaired by any acceptance by any holder of Subordinated  Notes of any direct
or indirect  security for, or other guaranties of, any of the Subordinated  Debt
or by any failure, delay, neglect or omission by the holders of the Subordinated
Notes to realize  upon or protect any of the  Subordinated  Debt or any notes or
other  instruments  evidencing the  Subordinated  Debt or any direct or indirect
security therefor or by any approval, consent, waiver, or other action taken, or
omitted to be taken, by the holders of the Subordinated Notes.

         Each Guarantor  expressly  recognizes that payment of the  Subordinated
Debt is guaranteed by Baker pursuant to the Baker Guaranty Agreement and by each
of Holding and  Spencer  pursuant to  separate  Subsidiary  Guaranty  Agreements
entered into by each of Holding and Spencer,  respectively,  and agrees that the
obligations of a Guarantor under this Guaranty  Agreement are in no way affected
or diminished thereby.

         The  obligations of a Guarantor  under this Guaranty  Agreement and the
rights of the holders of the  Subordinated  Notes to enforce such obligations by
any  proceedings,  whether by action at law, suit in equity or otherwise,  shall
not be subject to any reduction, limitation,  impairment or termination, whether
by reason of any claim of any  character  whatsoever  or  otherwise,  including,
without  limitation,  claims  of  waiver,  release,  surrender,   alteration  or
compromise,  and shall not be  subject  to any  defense,  setoff,  counterclaim,
recoupment or  termination  whatsoever,  other than the payment or the tender of
payment in immediately available funds in full of the Subordinated Debt.


         A Guarantor shall not be required to make any payment  hereunder at any
time when payment by the Company of the  Subordinated  Debt is prohibited by the
provisions of Section 9 of the Subordinated Note Agreement.


         Section 1.3. Waivers by Guarantors;  Subrogation. Each Guarantor hereby
waives  promptness,  diligence,  notice of acceptance  and any other notice with
respect to any of the  Subordinated  Debt and this  Guaranty  Agreement  and any
requirement that the holders of the Subordinated Notes protect,  secure, perfect
or insure any  security  interest  or lien or any  property  subject  thereto or
exhaust  any  right or take  any  action  (including,  without  limitation,  any
presentment  or demand  with  respect  to the  Subordinated  Debt)  against  the
Guarantor or any other Person or any collateral.

         No  Guarantor  will  exercise any rights which it may acquire by way of
subrogation  under this  Guaranty  Agreement,  by any payment made  hereunder or
otherwise,  until all of the  Subordinated  Debt and other amounts payable under
this Guaranty Agreement shall have been paid in full (the "Guaranty  Termination
Date").  If any  amount  shall  be  paid  to a  Guarantor  on  account  of  such
subrogation  rights at any time prior to the  Guaranty  Termination  Date,  such
amount  shall be held in trust and shall  forthwith be credited and applied upon
the Subordinated Debt,  whether matured or unmatured.  If a Guarantor shall make
payment  to the  holders  of the  Subordinated  Notes  of all or any part of the
Subordinated  Debt, then, on or after the Guaranty  Termination  Date, each such
holder will, at the  Guarantor's  request,  execute and deliver to the Guarantor
appropriate documents,  without recourse and without representation or warranty,
necessary  to evidence  the  transfer by  subrogation  to the  Guarantor  of the
interest in the Subordinated Debt resulting from such payment by the Guarantor.


         Section 1.4. Duration of Guaranty.  The guaranty provided for herein is
a  continuing  guaranty  and shall (i) remain in full force and effect until the
Guaranty  Termination Date, (ii) be binding upon each Guarantor,  its successors
and assigns, and (iii) inure to the benefit of and be enforceable by each holder
of Subordinated Notes and its successors, transferees and assigns.

         Section  1.5.   Subordination.   Each  holder  of  Subordinated   Notes
acknowledges and agrees, by its acceptance of this Guaranty Agreement,  that the
rights of such holder  hereunder in respect of such  Subordinated  Debt shall at
all times be wholly  subordinate  and  junior in right of payment to any and all
Superior Indebtedness,  as provided in the subordination provisions appearing in
the Subordinated Note Agreement.

SECTION 2.        AMENDMENT.

         No  amendment,  modification  or waiver of, or any action  taken or not
taken under or pursuant to, any of the terms and provisions of any  Subordinated
Note shall  effect or modify  any of the terms or  provisions  of this  Guaranty
Agreement or any of the  obligations of the Guarantor  hereunder,  except and to
the extent expressly provided for in any such amendment, modification or waiver.

SECTION 3.        MISCELLANEOUS.

         Section 3.1.  Amendment  and Waiver.  This  Guaranty  Agreement  may be
amended with respect to one or more Guarantor and observance of any term of this
Guaranty Agreement may be waived with respect to one or more Guarantor with, and
only with, the written consent of such Guarantor and the holder or holders of at
least 66-2/3% in principal  amount of the  Subordinated  Notes then  outstanding
(exclusive of Subordinated  Notes then owned by such  Guarantor,  any Restricted
Subsidiary and any Affiliates).

         Section 3.2. No Waiver. No delay or omission on the part of the holders
of the  Subordinated  Notes to  exercise  any right or power  accruing  upon any
default,  omission or failure of  performance  hereunder  shall  impair any such
right or power or shall be construed to be a waiver thereof,  but any such right
and  power  may be  exercised  from  time  to  time as  often  as may be  deemed
expedient.  No waiver,  amendment,  release  or  modification  of this  Guaranty
Agreement  shall be  established  by conduct,  custom or course of dealing,  but
solely by an instrument in writing as provided in Section 3.1 hereof.  No remedy
conferred  herein upon the holders of the  Subordinated  Notes is intended to be
exclusive of any other  available  remedy or  remedies,  but each and every such
remedy shall be cumulative  and shall be in addition to every other remedy given
under this Guaranty  Agreement or now or hereafter existing at law or in equity.
In order to entitle the holders of the Subordinated Notes to exercise any remedy
reserved  in this  Guaranty  Agreement,  it shall not be  necessary  to give any
notice, other than such notice as may be herein expressly required. In the event
any  provision  contained in this Guaranty  Agreement  should be breached by the
Guarantor and thereafter duly waived by the holders of the  Subordinated  Notes,
such waiver shall be limited to the particular breach so waived and shall not be
deemed to waive any other breach hereunder.

         Section 3.3. Notices. All notices and other communications provided for
hereunder  shall be in writing and shall be mailed by  certified  or  registered
mail,  return  receipt  requested,  or  delivered,  if to the  Guarantor  at 555
Turnpike Street, Canton,  Massachusetts 02021, Attention: Philip Rosenberg, with
a copy to  General  Counsel  at the same  address;  and if to any  holder of the
Subordinated Notes, at the address of such holder set forth in Schedule I to the
Subordinated  Note Agreements,  or to such other address as any Guarantor or any
holder of  Subordinated  Notes shall have  designated  by written  notice to the
other parties to this Guaranty Agreement.

         Section 3.4. Entire  Agreement.This  Guaranty Agreement constitutes the
entire  agreement and supersedes all prior agreements and  understandings,  both
written and oral, between the parties with respect to the subject matter hereof.

         Section 3.5.      Severability.    All provisions  contained in this 
Guaranty  Agreement are severable and the  invalidity or  unenforceability  of
any provision  shall in no manner effect or impair the validity,  legality
and enforceability of the remaining provisions contained herein.

         Section 3.6.      Counterparts.    This  Guaranty  Agreement  may be
executed  simultaneously  in several counterparts,  each of which shall be 
deemed an original,  and all of which together  shall  constitute one and the
same instrument.

         Section 3.7.      Headings.        The  descriptive  headings  of the
several  sections  of this  Guaranty Agreement are inserted for convenience 
only and do not constitute a part of this Guaranty Agreement.

         Section 3.8.      Governing Law.   This  Guaranty  Agreement  shall in
all  respects  be  governed  by and construed in accordance with the law of the
Commonwealth of Massachusetts.

         Executed and delivered by each Guarantor on March 13, 1997.


                                       WGS CORP.



                                       By:/s/Philip Rosenberg
                                       Name:    Philip Rosenberg
                                       Title:   Executive Vice President

                                       THE CASUAL MALE, INC.


                                        By:/s/Philip Rosenberg
                                        Name:    Philip Rosenberg
                                        Title:   Executive Vice President

                                        TCM HOLDING CO., INC.


                                        By: /s/Philip Rosenberg
                                        Name:    Philip Rosenberg
                                        Title:   Executive Vice President


                                        TCMB&T, INC.


                                        By: /s/Philip Rosenberg
                                        Name:    Philip Rosenberg
                                        Title:   First Senior Vice President

                                        SPENCER NO. 301 CORP.


                                        By: /s/Philip Rosenberg
                                        Name:    Philip Rosenberg
                                        Title:   First Senior Vice President

                                        MORSE SHOE, INC.


                                        By: /s/Philip Rosenberg
                                        Name:    Philip Rosenberg
                                        Title:   Executive Vice President

                                        MORSE SHOE (CANADA) LTD.


                                        By: /s/Philip Rosenberg
                                        Name:    Philip Rosenberg
                                        Title:   Executive Vice President

                                        MORSE SHOE INTERNATIONAL, INC.


                                        By:/s/Philip Rosenberg
                                        Name:    Philip Rosenberg
                                        Title:   First Senior Vice President


                                         BUCKMIN, INC.


                                         By: /s/Philip Rosenberg
                                         Name:    Philip Rosenberg
                                         Title:   First Senior Vice President

                                         ELM EQUIPMENT CORP.



                                         By: /s/Philip Rosenberg  
                                         Name:    Philip Rosenberg
                                         Title:   First Senior Vice President


                                         ISAB, INC.


                                         By: /s/Philip Rosenberg
                                         Name:    Philip Rosenberg
                                         Title:   First Senior Vice President

                                         JARED CORPORATION


                                         By: /s/Philip Rosenberg
                                         Name:    Philip Rosenberg
                                         Title:   First Senior Vice President

                                         WHITE CAP FOOTWEAR, INC.


                                         By: /s/Philip Rosenberg
                                         Name:    Philip Rosenberg
                                         Title:   First Senior Vice President
ATTEST:


By: /s/Mark T. Beaudouin
Name:    Mark T. Beaudouin
Title:   Secretary