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FIRST AMENDMENT TO MASTER SECURITY AGREEMENT AND SECURITY
AGREEMENT

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                                                               November 16, 2000

     THIS FIRST  AMENDMENT is made,  in  consideration  of the mutual  covenants
contained  herein and  benefits to be derived  herefrom,  to the August 26, 1999
agreements styled Master Security Agreement and Security Agreement, respectively
(as amended to date, the "Security Agreements") between

          BancBoston  Leasing Inc.  ("BBL") with offices at One Federal  Street,
     Boston,  Massachusetts and General Electric Capital Corporation, CIT Group,
     Inc.  and Andover  Capital  Group,  Inc.  (together  with BBL, the "Secured
     Parties")

     On the one hand

     and

          Morse Shoe, Inc. (a Delaware  corporation with its principal executive
          offices at 555 Turnpike Street, Canton, Massachusetts 02021);

          JBI, Inc. (a Massachusetts  corporation  with its principal  executive
          offices at 555 Turnpike Street, Canton, Massachusetts 02021);

          The Casual Male, Inc. (a Massachusetts  corporation with its principal
          executive  offices  at  437  Turnpike  Street,  Canton,  Massachusetts
          02021);

          WGS Corp. (a Massachusetts  corporation  with its principal  executive
          offices at 555 Turnpike Street, Canton, Massachusetts 02021); and

          TCMB&T, Inc. (a Massachusetts corporation with its principal executive
          offices at 437 Turnpike Street, Canton, Massachusetts 02021);

     on the other (collectively, the "Borrowers" or the "Debtors").



<PAGE>




1.       AMENDMENT OF SECURITY AGREEMENTS:

         Section 1 of the Security  Agreements  is amended so that the following
Definition is included therein, as follows:

         "Consolidated EBITDA":  The  Borrowers'  Consolidated  earnings  before
                  interest,  taxes,  depreciation,  and  amortization,  each  as
                  determined  in accordance  with GAAP,  provided  however,  the
                  determination of Consolidated  EBITDA shall exclude charges of
                  up to $40 Million on account of discontinued  operations of J.
                  Baker's shoe division.

2.       CONDITIONS TO EFFECTIVENESS OF AMENDMENT:

         The  effectiveness  of  this  First  Amendment  is  conditioned  on the
satisfaction of each of the following:

     (a) The delivery to BBL of Certificates  executed respectively by the Chief
Executive  Officer and the Chief Financial  Officer of JBI, Inc. stating that at
the delivery of such  Certificates,  no Event of Default has  occurred  which is
then  continuing  and that neither the execution nor the  effectiveness  of this
First  Amendment is  prohibited  by or  constitutes a breach of any agreement to
which any Debtor is a party or by which any is bound.

     (b) The delivery of an opinion of counsel to the Debtors which confirms the
due execution,  binding effect,  and  enforceability of this First Amendment and
absence of  conflict of this First  Amendment  with any  agreement  to which any
Debtor is a party or by which any is bound.

3.       RATIFICATION OF LOAN DOCUMENTS. NO CLAIMS AGAINST ANY LENDER:

     (a) Except as provided  herein,  all terms and  conditions  of the Security
Agreements remain in full force and effect. The Debtors hereby ratify,  confirm,
and reaffirm all and singular the terms and conditions,  including execution and
delivery, of the Security Agreements.

     (b) There is no basis nor set of facts on which any amount (or any  portion
thereof)  owed by any Debtor  under the  Security  Agreements  could be reduced,
offset, waived, or forgiven, by rescission or otherwise; nor is there any claim,
counterclaim,  off set, or defense (or other  right,  remedy,  or basis having a
similar effect) available to any Debtor with regard to thereto; nor is there any
basis on which the  terms  and  conditions  of any of the  Liabilities  could be
claimed to be other than as stated on the  written  instruments  which  evidence
such  Liabilities.  To the extent that any Debtor or any such  guarantor  of any
Debtor has (or ever had) any such  claims  against  the  Secured  Parties,  each
hereby affirmatively WAIVES and RELEASES the same.

4.       MISCELLANEOUS:

     (a) Terms used in the First  Amendment  which are  defined in the  Security
Agreements are used as so defined.

     (b) This First  Amendment  may be executed in several  counterparts  and by
each  party on a  separate  counterpart,  each of  which  when so  executed  and
delivered shall be an original,  and all of which together shall  constitute one
instrument.

     (c) This First Amendment expresses the entire  understanding of the parties
with respect to the transactions  contemplated  hereby. No prior negotiations or
discussions shall limit, modify, or otherwise affect the provisions hereof.

     (d) Any  determination  that any  provision of this First  Amendment or any
application hereof is invalid,  illegal,  or unenforceable in any respect and in
any instance shall not affect the validity,  legality, or enforceability of such
provision in any other instance, or the validity, legality, or enforceability of
any other provisions of this First Amendment.

     (e) The Debtors  shall pay on demand all  reasonable  costs and expenses of
the Secured Parties including, without limitation, reasonable attorneys' fees in
connection with the preparation,  negotiation,  execution,  and delivery of this
First Amendment.

     (f)  This  First  Amendment  shall be  construed,  governed,  and  enforced
pursuant to the laws of The Commonwealth of Massachusetts  and shall take effect
as sealed instrument.

                                [End of Document]


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         Except as  amended  hereby  all terms and  conditions  of the  Security
Agreements shall remain in full force and effect.

                                     SECURED PARTIES:

                                     BANCBOSTON LEASING, INC.

                                     By:    /s/ Patrick T. Kelly
                                     Name:      Patrick T. Kelly
                                     Title:     Vice President

                                     GENERAL ELECTRIC CAPITAL CORPORATION

                                     By:
                                     Name:
                                     Title:

                                     CIT GROUP, INC.

                                     By:    /s/ Benjamin W. Boesch
                                     Name:      Benjamin W. Boesch
                                     Title:     Assistant Vice President

                                     ANDOVER CAPITAL GROUP, INC.

                                     By:    /s/ William J. Carroll
                                     Name:      William J. Carroll
                                     Title:     Treasurer





<PAGE>



                                     DEBTORS:

                                     MORSE SHOE, INC.

                                     By:    /s/ Alan I. Weinstein
                                     Name:      Alan I. Weinstein
                                     Title:     President and Chief Executive
                                                Officer

                                     JBI, INC.

                                     By:    /s/ Alan I. Weinstein
                                     Name:      Alan I. Weinstein
                                     Title:     President and Chief Executive
                                                Officer

                                     THE CASUAL MALE, INC.

                                     By:   /s/  Alan I. Weinstein
                                     Name:      Alan I. Weinstein
                                     Title:     Vice Chairman of the Board of
                                                Directors

                                     WGS CORPORATION

                                     By:   /s/  Alan I. Weinstein
                                     Name:      Alan I. Weinstein
                                     Title:     Vice Chairman of the Board of
                                                Directors and CEO

                                     TCMB&T, INC.

                                     By:   /s/  Alan I. Weinstein
                                     Name:      Alan I. Weinstein
                                     Title:     Vice Chairman of the Board of
                                                Directors