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THIRD AMENDMENT TO
1999 LOAN AND SECURITY AGREEMENT                       Fleet Retail Finance Inc.
                                                       ADMINISTRATIVE AGENT
                                                       AND COLLATERAL AGENT
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                                                               November 15, 2000

     THIS THIRD  AMENDMENT  is made in  consideration  of the  mutual  covenants
contained  herein and  benefits  to be derived  herefrom  to the August 30, 1999
agreement  styled "1999 Loan and Security  Agreement"  (as amended to date,  the
"Loan Agreement") between

                    BankBoston  Retail  Finance Inc.  (now known as Fleet Retail
               Finance  Inc.),  a  Delaware   corporation   with  its  principal
               executive offices at 40 Broad Street, Boston,  Massachusetts,  as
               Administrative  Agent and as  Collateral  Agent  for the  ratable
               benefit of (i) a  syndicate  of lenders  (defined  therein as the
               "Revolving Credit Lenders") and (ii) Back Bay Capital Funding LLC
               (defined  therein  as  the  "Term  Lender")  a  Delaware  limited
               liability company,

               and

                    The Revolving Credit Lenders

               and

                    The Term Lender

               On the one hand

               and

                    J.  Baker,  Inc.,  a  Massachusetts   corporation  with  its
               principal  executive  offices  at 555  Turnpike  Street,  Canton,
               Massachusetts 02021 as agent for the following:

                    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);

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

<PAGE>




                    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,

                                   WITNESSETH:




          1. AMENDMENT OF LOAN AGREEMENT:

         Article  1 of the Loan  Agreement  is  amended  so that  the  following
Definition, included therein, read 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.

         Article 1 of the Loan  Agreement is further  amended by the addition of
the following Definition in alphabetical order therein:

         "Shoe    Division  Sale":  The  sale of a  substantial  portion  of the
                  assets of the Shoe  Division  Borrowers on  substantially  the
                  same terms and  conditions  as outlined  in a certain  letter,
                  dated November 8, 2000, from the Borrowers'  Representative to
                  the Administrative Agent.

                  Section  5-24(b) of the Loan  Agreement  is amended to read as
follows:

         The net  aggregate  of  intercompany  cash  advances  between  the Shoe
Division  Borrowers,  on the one hand, and the Apparel Division Borrowers on the
other (determined without regard to intercompany  accounts outstanding on August
1, 1999), shall not exceed the following at any one time outstanding.

               (i) Until  the  consummation  of the Shoe  Division  Sale:  $17.5
               Million.

               (ii) Upon and  following  the  consummation  of the Shoe Division
               Sale: $1.0 Million.
<PAGE>

         2.       CONDITIONS TO EFFECTIVENESS OF AMENDMENT:

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

                  (a) The delivery to the  Administrative  Agent of Certificates
executed  respectively  by the Chief  Executive  Officer and the Chief Financial
Officer of J. Baker, Inc. stating that at the delivery of such Certificates,  no
Suspension  Event has  occurred  which is then  continuing  and that neither the
execution  nor the  effectiveness  of this Third  Amendment is  prohibited by or
constitutes a breach of any agreement to which the Borrowers'  Representative or
any Borrower is a party or by which any is bound.

                  (b) The  delivery  of an opinion  of counsel to the  Borrowers
which confirms the due execution,  binding effect,  and  enforceability  of this
Third  Amendment  and  absence  of  conflict  of this Third  Amendment  with any
agreement to which the Borrowers'  Representative  or any Borrower is a party or
by which any is bound (which  opinion may be subject to the same  qualifications
as had been included in such counsel's  opinion  rendered in connection with the
execution of the Loan Agreement).

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

                  (a) Except as provided herein, all terms and conditions of the
Loan Agreement and of the other Loan Documents  remain in full force and effect.
The Borrowers'  Representative and each Borrower hereby ratifies,  confirms, and
re-affirms all and singular the terms and  conditions,  including  execution and
delivery, of the Loan Documents.

                  (b) There is no basis nor set of facts on which any amount (or
any portion  thereof)  owed by any Borrower  under the Loan  Agreement  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 Borrower 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 Borrower or any such guarantor
has (or ever had) any such claims  against the Agent or any Lender,  each hereby
affirmatively WAIVES and RELEASES the same.

         4.       MISCELLANEOUS:

               (a) Terms used in the Third  Amendment  which are  defined in the
               Loan Agreement are used as so defined.
<PAGE>

               (b) This Third 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 Third 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 Third 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 Third Amendment.

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

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

         Except  as  amended  hereby  all  terms  and  conditions  of  the  Loan
Agreement, as previously amended to date, shall remain in full force and effect.

                          THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT:
                          FLEET  RETAIL FINANCE INC.


                          By:               /s/ Sally A. Sheehan
                          Name:             Sally A. Sheehan
                          Title:            Director




<PAGE>


                          THE REVOLVING CREDIT LENDERS:
                          FLEET  RETAIL FINANCE INC.

                          By:               /s/ Sally A. Sheehan
                          Name:             Sally A. Sheehan
                          Title:            Director

                          DEBIS FINANCIAL SERVICES, INC.

                          By:               /s/ James M. Vandervalk
                          Name:             James M. Vandervalk
                          Title:            President, ABL Division


                          HELLER FINANCIAL, INC.

                          By:               /s/ Richard J. Holston
                          Name:             Richard J. Holston
                          Title:            Assistant Vice President


                          ORIX BUSINESS CREDIT, INC.

                          By:               /s/ Michael J. Cox
                          Name:             Michael J. Cox
                          Title:            Senior Vice President




<PAGE>



                          FOOTHILL CAPITAL CORPORATION

                          By:               /s/  Stacy Yucht
                          Name:             Stacy Yucht
                          Title:            Vice President

                          NATIONAL CITY COMMERCIAL FINANCE, INC.


                          By:               /s/ Gregory A. Godic
                          Name:             Gregory A. Godic
                          Title:            Senior Vice President


                          AMSOUTH BANK

                          By:               /s/ Frank D. Marsicano
                          Name:             Frank D. Marsicano
                          Title:            Attorney in Fact


                          LASALLE BUSINESS CREDIT


                          By:               /s/ Anthony Lavinid
                          Name:             Anthony Lavinid
                          Title:            Assistant Vice President


<PAGE>
                          THE PROVIDENT BANK


                          By:               /s/ Jose V. Garde
                          Name:             Jose V. Garde
                          Title:            Vice President


                          FINOVA CAPITAL CORPORATION


                          By:               /s/ Gerard C. Wordell
                          Name:             Gerard C. Wordell
                          Title:            Authorized Signer


                          IBJ WHITEHALL BUSINESS CREDIT CORP.


                          By:               /s/ John N. Favale
                          Name:             John N. Favale
                          Title:            AVP



                          SOVEREIGN BANK

                          By:               /s/ Robert E. Cook
                          Name:             Robert E. Cook
                          Title:            Vice President


<PAGE>




                          THE TERM LENDER:
                          BACK BAY CAPITAL LLC

                          By:               /s/ Michael L. Pizette
                          Name:             Michael L. Pizette
                          Title:            Managing Director


                          BORROWERS' REPRESENTATIVE
                          J. BAKER, INC., as Agent

                          By:               /s/ Alan I. Weinstein
                          Name:             Alan I Weinstein
                          Title:            President and CEO