EXHIBIT 10.15

THIRD AMENDMENT TO
LOAN AND SECURITY AGREEMENT
---------------------------

                                                  As of March 29, 1999

         THIS  THIRD  AMENDMENT  is made to the May 30,  1997 Loan and  Security
Agreement, as amended (the "Loan Agreement") between

     BankBoston Retail Finance Inc. (formerly known as "GBFC, Inc."), a Delaware
corporation  with its principal  executive  offices at 40 Broad Street,  Boston,
Massachusetts,  as Administrative Agent for the ratable benefit of the "Lenders"
and as a "Lender;

         Fleet National Bank, a national banking association with offices at One
Federal Street,  Boston,  Massachusetts,  as Co-Agent for the ratable benefit of
the Lenders and as a "Lender;
                                       and

         JBI, Inc. a  Massachusetts  corporation  with its  principal  executive
offices at 555 Turnpike Street, Canton,  Massachusetts 02012, as "Lead Borrower"
and as agent for the "Borrowers", being the following:

         JBI, Inc.;

     Morse Shoe,  Inc.  (a Delaware  corporation  with its  principal  executive
offices at 555 Turnpike Street, Canton, Massachusetts, 02012); and

     JBI  Holding  Company,  Inc.  (a Delaware  corporation  with its  principal
executive offices at 900 Market Street, Wilmington, DE, 19801),

in  consideration  of the mutual  covenants  contained herein and benefits to be
derived herefrom,


<PAGE>
                                   WITNESSETH:

1.       Agreement to Amend

         Provided each of those  "Conditions  to Amendment" set forth in Section
2, below,  is satisfied  timely as provided in that Section,  the Loan Agreement
shall be amended,  as set forth below, such amendment to take effect as of March
29,  1999,  it being  understood,  however,  that in the event  that any of such
conditions  is not  satisfied by 5:00PM  (Boston  Time) on the deadline date for
that condition (as stated in Section 2), then such  amendment  shall become null
and void, effective as of 5:00PM (Boston Time) on the subject deadline date:

Section 1-1(b) of the Loan Agreement is amended to read as follows:

         (b)      As used herein, the term "Availability" refers at any time to 
                  the lesser of (i) or (ii), below, where:
         (i)      Is the result of:
                  (A)      The Loan Ceiling.
                                      Minus
                  (B) The then unpaid principal balance of the Loan Account.
                                      Minus
                  (C) The then  aggregate of such  Availability  Reserves as may
                  have been established by the Administrative  Agent as provided
                  herein.
                                      Minus
                  (D) The then outstanding Stated Amount of all L/C's.

         (ii)     Is the result of:
                  (A)      Up the lesser of
                           (I)      (1)     During  the   calendar   months  of
                                     November and December: Twelve Million 
                                     Dollars ($12,000,000.00).
                                    (2)     At all other times: Ten Million 
                                     Dollars ($10,000,000.00)
                                       or
                           (II) Eighty-Five  Percent (85%) of the face amount of
Acceptable Accounts.
                                      Plus
                  (B)  Up  to  twenty-five   percent  (25%)  of  the  Retail  of
Acceptable Inventory.
                                      Plus
                  (C)      "O/A Availability", being up to the following  
                           percentage of the Retail of Acceptable Inventory:
                           (I)      March 1 to May 31, 1999               : 3.0%
                           (II)     June 1 to August 31, 1999             : 2.0%
                           (III)    September 1 to October 31, 1999       : 1.0%
                           (IV)     All other times                       : Zero
                                      Plus
                  (D)      Up to the lesser of
                           (I)      Seven Million Five Hundred Thousand Dollars 
($7,500,000.00).
                                       or
                           (II) Fifty  percent  (50%) of the Cost of  Acceptable
In-Transit Inventory.
                                      Minus
                  (E) The then unpaid principal balance of the Loan Account.
                                      Minus
                  (F)      The then aggregate of such  Availability  Reserves as
                           may have been  established  by the Lender as provided
                           herein.
                                      Minus
                  (G) The then outstanding Stated Amount of all L/C's.

         PROVIDED,  HOWEVER, that in determining Availability in accordance with
the percentages set forth in Section 1-1(b)(ii)(B),  Section 1-1(b)(ii)(C),  and
Section  1-1(b)(ii)(D) above, in no event, from and after May 1, 1999, shall any
of such percentages in Section 1-1(b)(ii)(B), Section 1-1(b)(ii)(C), and Section
1-1(b)(ii)(D)  exceed  ninety  percent  (90%)  of  the  appraised  value  of the
Borrowers' Acceptable Inventory and Acceptable In-Transit Inventory,  determined
in the  aggregate  based  upon all  loans  and  advances  respecting  Acceptable
Inventory and Acceptable In-Transit Inventory and which appraised value shall be
determined  as a  percentage  of the total Retail of the  Borrowers'  Acceptable
Inventory and the total Cost of the Borrower's  Acceptable In-Transit Inventory.
As further  provided in Section 1-4 herein but without  limiting the  generality
thereof, the Administrative Agent may establish or change Availability  Reserves
and/or Inventory  Reserves based upon  Administrative  Agent's  determination of
such appraised value of the Acceptable  Inventory and the Acceptable  In-Transit
Inventory.

Section 1-5 of the Loan Agreement is amended to read as follows:

         1-5.     Requests for Revolving Credit Loans.
                  ------------------------------------

         (a) Subject to the limitations included herein, the Lead Borrower shall
have the option to elect an interest  rate and Interest  Period to be applicable
to a Revolving  Credit Loan by giving the  Administrative  Agent notice no later
than the following:

     (i) If such Loan is, or is to be converted  to a Base Rate Loan:  By 1:00PM
on the Business Day on which the subject  Revolving Credit Loan is to be made or
is to be so  converted.  
     (ii) If such Loan is, or is to be continued as a Eurodollar Loan: By 1:00PM
Three (3) Business Days before the end of the then applicable  Interest  Period.
     (iii) If such Loan is to be converted to a Eurodollar Loan: By 1:00PM Three
(3) Business Days before the day on which such conversion is to take place.
         (b) Provided that there is sufficient Availability to support the same,
(but subject,  however, to Subsection 1-8(d), below (which deals with the effect
of a  Suspension  Event)),  a loan or  advance  under  the  Revolving  Credit so
requested by the Lead Borrower  shall be made by the transfer of the proceeds of
such loan or advance to the Funding  Account or as otherwise  instructed  by the
Lead Borrower.

Section 1-6(a) of the Loan Agreement is amended to read as follows:
         (a) Each  Revolving  Credit  Loan shall bear  interest at the Base Rate
unless timely notice is given (as provided in Section 1-5(a)),  that the subject
Revolving Credit Loan (or a portion thereof) is, or is to be converted,  to be a
Eurodollar Loan.

Section 1-11(a) of the Loan Agreement is amended to read as follows:
         (a) The Borrowers may repay all or any portion of the principal balance
of the Loan Account from time to time until the Termination  Date. Such payments
shall be applied first to Base Rate Loans and only then to Eurodollar Loans.

Section 1-11(b) of the Loan Agreement is amended to read as follows:

         (b) The  Borrowers,  without  notice  or  demand  from any Agent or any
Lender, shall pay the Administrative Agent that amount, from time to time, which
is necessary so that the  principal  balance of the Loan Account does not exceed
Maximum Loan  Exposure.  Such payments shall be applied first to Base Rate Loans
and only then to Eurodollar Loans.

Section 1-19, to read as follows, is hereby added to the Loan Agreement:

         1-19.    Termination of O/A Availability.
                  --------------------------------

         (a) Subject to the limitations included herein, the Lead Borrower shall
have the option to elect to terminate O/A Availability,  provided, however, that
each of the following conditions precedent is satisfied:

                  (i) The Lead Borrower provides the  Administrative  Agent with
         written  notice of the Lead  Borrower's  election so to  terminate  O/A
         Availability  on or before the twentieth  (20th) day of the month prior
         to the intended effective date of termination;
                  (ii)  After   giving   effect  to  the   termination   of  O/A
         Availability,  Excess  Availability  shall be in an amount greater than
         $2,000,000.00;
                  (iii) No Suspension Event has then occurred and is continuing;
         (b) Provided that the Administrative  Agent determines that each of the
foregoing conditions  precedent is satisfied,  the effective date of termination
of O/A Availability shall be the first (1st) day of the next full calendar month
and O/A  Availability  shall be deemed to be Zero from and after that date. Once
terminated, the Lead Borrower may not elect to reinstate O/A Availability.

         (c) Once the Lead Borrower provides notice of its election to terminate
O/A  Availability,  then  from  and  after  the  date  of  such  notice  Section
1-1(b)(ii)(C) shall no longer be applicable in determining Availability.

         (d)  Termination  of O/A  Availability  shall not affect the applicable
interest rate for any Eurodollar Loan with an Interest Period  extending  beyond
the applicable termination date of O/A Availability.

Article 3 (Definition of "EBITDA") is amended to read as follows:

"EBITDA":The  Borrowers'   Consolidated  earnings  from  continuing  operations,
         before  interest,  taxes,  depreciation,  and  amortization,   each  as
         determined  in  accordance  with  GAAP  except  that,  in  all  events,
         Permitted Overhead  Contributions shall be deemed expenses for purposes
         of determining  the Borrowers'  Consolidated  earnings from  continuing
         operations.

Article 3 (Definition of "Interest Payment Date") is amended to read as follows:

"Interest Payment Date":  With reference to:
     (a) Any  Eurodollar  Loan:  the last day of the  Interest  Period  relating
thereto,  the  Termination  Date,  and the End Date. 
     (b) Any Base Rate Loan: the first day of each month; the Termination  Date;
and the End Date.

Article 3 (Definition of "Interest Period") is amended to read as follows:

"InterestPeriod":   (a)  With  respect  to  each  Eurodollar  Loan:  Subject  to
         Subsection (d), below, the period  commencing on the date of the making
         or  continuation  of, or conversion to, such Eurodollar Loan and ending
         one, two, or three months thereafter, as the Lead Borrower may elect by
         notice (pursuant to Section 1-5(a)) to the Administrative Agent.

         (b) With  respect to each Base Rate Loan:  Subject to  Subsection  (c),
below,  the period  commencing on the date of the making or  continuation  of or
conversion  to such Base  Rate Loan and  ending on that date (i) as of which the
subject Base Rate Loan is converted to a Eurodollar  Loan,  as the Lead Borrower
may elect by notice (pursuant to Section 1-5(a)) to the Administrative Agent, or
(ii) on which the subject Base Rate Loan is paid by the Borrowers.

         (c) The setting of Interest Periods is in all instances  subject to the
following:
                  (i) Any  Interest  Period  for a Base  Rate Loan  which  would
         otherwise end on a day which is not a Business Day shall be extended to
         the next succeeding Business Day.
                  (ii) Any  Interest  Period for a  Eurodollar  Loan which would
         otherwise  end on a day that is not a Business Day shall be extended to
         the next succeeding  Business Day, unless that succeeding  Business Day
         is in the next  calendar  month,  in which event such  Interest  Period
         shall  end on the last  Business  Day of the  month  during  which  the
         Interest Period ends.
                  (iii) Subject to Subsection  (v),  below,  any Interest Period
         applicable to a Eurodollar  Loan, which Interest Period begins on a day
         for which there is no  numerically  corresponding  day in the  calendar
         month during  which such  Interest  Period ends,  shall end on the last
         Business Day of the month during which that Interest Period ends.
                  (iv) Subject to  Subsection  (vi),  any Interest  Period which
         would  otherwise  end  after  the  Termination  Date  shall  end on the
         Termination Date.
                  (v) Except as provided in Subsection (vi), below, the Borrower
         shall not  request  any  Eurodollar  Loan which  would have an Interest
         Period of less than one (1) month.
                  (vi) For the period  consisting of the last month prior to the
         Maturity  Date,  the Borrower may request  Eurodollar  Loans  otherwise
         permitted by this Agreement, but with Interest Periods of 7, 14, and 21
         days.
                  (vii) The number of Interest Periods in effect at any one time
is subject to Section 1-6(c), above.

Article 3 (Definition of "Inventory Reserves") is amended to read as follows:

"Inventory Reserves":  Such Reserves as may be established  from time to time by
         the  Administrative  Agent  in the  Administrative  Agent's  reasonable
         discretion with respect to the determination of the salability:  (a) at
         Retail, of the Acceptable Inventory or which reflect such other factors
         as affect the market value of the Acceptable Inventory, or (b) at Cost,
         of the  Acceptable  In-Transit  Inventory  or which  reflect such other
         factors  as  affect  the  market  value  of the  Acceptable  In-Transit
         Inventory. Without limiting the generality of the foregoing,  Inventory
         Reserves  may be  established  or  continued  as  further  set forth in
         Section 1-4 and may also  include  (but are not  limited  to)  reserves
         based on the following:
                  (i)      Obsolescence (determined based upon Inventory on hand
                           beyond a given number of days).
                  (ii)     Seasonality.
                  (iii)    Shrinkage.
                  (iv)     Imbalance.
                  (v)      Change in Inventory character.
                  (vi)     Change in Inventory composition
                  (vii)    Change in inventory mix.
                  (viii)   Markdowns (both permanent and point of sale)
                  (ix)     Retail  markons and markups  inconsistent  with prior
                           period practice and performance;  industry standards;
                           current  business plans; or advertising  calendar and
                           planned advertising events.

Article 3 (Definition of "Pricing Grid") is amended to read as follows:

"Pricing  Grid":  (I)  For  any  month  during  any  part of  which  month  "O/A
Availability"  is greater than zero (whether or not any Revolving Credit Loan is
made an account of such O/A Availability),  the Eurodollar Margin,  Base Margin,
and Line Fee shall be as follows:

                                 PRICING GRID I
                                 --------------
<TABLE>
<S>                                         <C>                                 <C>
EURODOLLAR MARGIN                           BASE MARGIN                         LINE FEE 
-----------------                           -----------                         -------- 
(Basis Points)                              (Basis Points)                     (Percentage)
300                                         125                                 0.375%
</TABLE>

                  (II) For any month  during which "O/A  Availability"  is zero,
         the Eurodollar Margin, Base Margin, and Line Fee shall be determined in
         accordance with Pricing Grid II.

                                 PRICING GRID II
                                 ---------------
<TABLE>
<S>                                         <C>                                 <C>
EURODOLLAR MARGIN                           BASE MARGIN                         LINE FEE
-----------------                           -----------                         --------
(Basis Points)                              (Basis Points)                      (Percentage)
275                                         100                                 0.375%
</TABLE>

Article 3 (Definition of "Maturity Date") is amended to read as follows:

"Maturity Date":  May 31, 2001

Article 3 (Definition of "O/A Availability") is amended to read as follows:

"O/A Availability": That percentage of Acceptable Inventory which is determined 
in accordance with Section 1-1(b)(ii)(C).

Article 3 (Definition of "O/A Loan") is hereby deleted.

Article 3 (Definition of "O/A Margin") is hereby deleted.

Article 3 (Definition of "O/A Rate") is hereby deleted.

EXHIBIT  9-11(a) of the Loan  Agreement  (Financial  Performance  Covenants)  is
amended by its replacement with EXHIBIT 9-11(a) annexed to this Third Amendment.

2.       Conditions to Effectiveness of Amendment

         The  within  Amendment  shall  remain  effective  only  if  each of the
following  conditions  is satisfied  on or before  5:00PM  (Boston  Time) on the
deadline date for the subject condition:

         (a) Deadline Date: March 29, 1999: Receipt by the Administrative Agent,
for the account of the Lenders, of the following: (i) a copy, by telecopier,  of
this Third  Amendment fully executed by the Borrwowers and (ii) an Amendment Fee
of $150,000.00,  which Amendment Fee shall be fully earned as of the date hereof
(with  the  Borrowers  hereby  acknowledging  that the  Borrowers  shall  not be
entitled to any credit,  rebate, or repayment of the Amendment Fee, or other fee
previously  earned by the  Administrative  Agent or any Lender  pursuant to this
Agreement,  notwithstanding  any  termination of this Agreement or suspension or
termination of the Administrative Agent's and any Lender's respective obligation
to make loans and advances hereunder).

         (b)      Deadline Date: March 31, 1999:  Receipt by the  Administrative
Agent, for the account of the Lenders,  of each of the following:
                  (i) A Certificate  setting  forth the text of the  resolutions
         adopted by the Directors of each Borrower  authorizing  that Borrower's
         execution of the within  Amendment,  and  attesting to the authority of
         the  persons  who  executed  the  within  Amendment  on  behalf of that
         Borrower.
                  (ii) An  opinion of  counsel  to the  Borrowers  as to the due
         execution and  effectiveness  of the within Amendment (which opinion is
         subject  only to the same  qualifications  as had been  included in the
         opinion  delivered by that counsel at the initial execution of the Loan
         Agreement).
                  (iii)  An  original  of  the  fully  executed   Waiver  Letter
         heretofore   executed  between  the  parties  hereto,   concerning  the
         Borrowers'  breach of the  minimum  Consolidated  EBITDA,  the  minimum
         Consolidated Gross Margin, and the minimum Consolidated  Operating Cash
         Flow to Total Debt Service  covenants  applicable  for the month end of
         January, 1999.
                  (iv) The original of this Third  Amendment  fully  executed by
         the Borrowers, a true and correct copy of which shall have been sent to
         the Administrative Agent on March 29, 1999.

3.       Additional Provisions

         (a)      Each Borrower hereby represents that, at the execution of the
within   Agreement,   no  Suspension  Event  has occurred.

         (b) Except as amended  hereby or by the First  Amendment  and/or by the
Second  Amendment to the Loan  Agreement,  all terms and  provisions of the Loan
Agreement shall remain in full force and effect as executed.



<PAGE>



                             The Agents and Lenders

BANKBOSTON RETAIL FINANCE INC.              FLEET NATIONAL BANK
(Formerly "GBFC, Inc.")

By /s/John C. T. McNamara III               By/s/ Gregory Kress
-----------------------------               -------------------

Print Name: John C. T. McNamara III         Print Name: Gregory Kress 

Title: Vice President                       Title: AVP


                                The Lead Borrower
                                    JBI, INC.

                                            By /s/Philip Rosenberg
                                            ----------------------

                                            Print Name:________________________

                                            Title:/s/ Executive Vice President 

The Borrowers
JBI, INC.                                   MORSE SHOE, INC.

By/s/Philip Rosenberg                       By/s/ Philip Rosenberg
---------------------                       ----------------------

Print Name:_____________________            Print Name:________________________

Title: Executive Vice President             Title: Executive Vice President


JBI HOLDING COMPANY, INC.

By /s/Philip Rosenberg
----------------------

Print Name:______________________

Title: Executive Vice President

<PAGE>


                                 EXHIBIT 9-11(a)
                         FINANCIAL PERFORMANCE COVENANTS

1.       EBITDA:  The  Borrowers  shall not permit or suffer their  Consolidated
         EBITDA,  tested  monthly,  on an accruing  monthly basis, at the end of
         each of the  Borrowers'  fiscal  months  (with the first test period of
         March 31, 1999),  to be less than one of the  following,  nor less than
         such minima as may be set by the  Administrative  Agent pursuant to the
         Loan  Documents for  subsequent  fiscal periods based upon the Lender's
         review of the  Borrowers'  Business  Plan and annual  forecast for such
         subsequent fiscal periods as required by such documentation:

                    MINIMUM CONSOLIDATED EBITDA: $ Thousands
                         ("< >" denotes Negative Number)

<TABLE>
                          <S>       <C>                                  <C>
                                    Fiscal Month                         Min. Consolidated EBITDA
                                    ------------                         ------------------------
                                    March                                        300
                                    April                                      1,800
                                    May                                        4,350
                                    June                                       6,207
                                    July                                       6,529
                                    August                                     7,527
                                    September                                  8,691
                                    October                                   10,103
                                    November                                  11,575
                                    December                                  14,348
                           2000     January                                   10,628
</TABLE>

2.       Minimum  Excess  Availability:  The Borrower shall not suffer or permit
         Availability to be less than  $7,000,000.00  for the period  commencing
         December 15, 1999 through and including January 31, 2000.

3.       Per Store Minimum and Maximum Inventory: The Borrowers shall not suffer
         or permit the Retail of their  Inventory,  divided by the number of the
         Borrowers'  retail  locations,  to be less  than or  greater  than  the
         following  (nor less than or greater than such minima and maxima as may
         be set by the  Administrative  Agent pursuant to the Loan Documents for
         subsequent  fiscal  periods  based  upon  the  Lender's  review  of the
         Borrowers' Business Plan and annual forecast for such subsequent fiscal
         periods as required by such documentation), to be tested monthly:


<PAGE>
                        
                                    PER STORE
                    MINIMUM / MAXIMUM INVENTORY($ Thousands)
<TABLE>
                           <S>      <C>                         <C>                       <C>
                                    Fiscal Month                Minimum                   Maximum
                                    ------------                -------                   -------
                           1999     February                      140.3                     171.5
                                    March                         149.9                     183.2
                                    April                         139.2                     170.1
                                    May                           134.2                     164.0
                                    June                          124.3                     152.0
                                    July                          135.8                     166.0
                                    August                        114.0                     139.3
                                    September                     121.5                     148.5
                                    October                       119.3                     145.8
                                    November                      108.3                     132.3
                                    December                       89.9                     109.8
                           2000     January                        99.4                     121.5
</TABLE>

4.       Gross  Margin:   The   Borrowers   will  not  suffer  or  permit  their
         Consolidated  Gross  Margin,  tested  monthly,  on a two month  rolling
         average basis, at the end of each of the Borrowers' fiscal months (with
         the first test period of March 31, 1999) to be less than the  following
         (nor less than such  minima as may be set by the  Administrative  Agent
         pursuant to the Loan Documents for subsequent fiscal periods based upon
         the Lender's review of the Borrowers' Business Plan and annual forecast
         for such subsequent fiscal periods as required by such documentation):

             MINIMUM GROSS MARGIN - TWO MONTH ROLLING AVERAGE BASIS
<TABLE>
                           <S>      <C>                             <C>  
                                    Fiscal Month                    Minimum Gross Margin %
                                    ------------                    ----------------------
                                    March                                   43.5
                                    April                                   45.4
                                    May                                     43.1
                                    June                                    41.9
                                    July                                    41.8
                                    August                                  42.1
                                    September                               43.1
                                    October                                 44.2
                                    November                                42.9
                                    December                                41.6
                           2000     January                                 41.4
</TABLE>

5.       Capital  Expenditures:  The  Borrowers  will not suffer or permit their
         Consolidated  Capital  Expenditures  to  exceed  $3,000,000.00  for any
         fiscal  year,  commencing  with the  Borrowers  fiscal  year  ending in
         January, 2000.