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                                                          EXHIBIT 10.52

                             TERMINATION AGREEMENT


         This  Agreement,  by  and  between  J.  Baker,  Inc.,  a  Massachusetts
corporation  together with its  subsidiaries  and divisions (the "Company") with
its principal place of business at 555 Turnpike  Street,  Canton,  Massachusetts
and David Levin of Newton, Massachusetts ("Employee") shall be effective as of
the 15th day of March, 1997.

                              W I T N E S S E T H

         WHEREAS,  the  Employee  has been  employed  by the Company as a senior
executive officer pursuant to an Executive  Employment  Agreement dated June 12,
1995,  as  amended  by an  amendment  dated  April  5,  1996,  (the  "Employment
Agreement");
         WHEREAS,  the parties  hereto have agreed that the Employee will resign
from his  present  positions  with the  Company  upon the terms  and  conditions
hereafter  set forth and that these terms and  conditions  shall  supersede  the
terms and conditions of the Employment Agreement.
         NOW THEREFORE, in consideration of the agreements contained herein, the
sufficiency of which is hereby acknowledged, the parties agree as follows:
         1.  Effective  as of the date hereof,  (the  "Termination  Date"),  the
Company and the Employee  agree to terminate  the  Employment  Agreement and all
rights and obligations of the parties  thereunder,  which  Employment  Agreement
shall  be  superseded  in all  respects  by the  terms  and  conditions  of this
Agreement.
         2.       Effective as of the date hereof, the Employee shall resign in
writing from any positions he occupies as an executive officer of the Company.
         3. (a)  During the period  beginning  on the date  hereof and ending on
April 1, 1998 the  Employee  will  continue to receive,  as  severance  pay, his
present base salary on a weekly basis, and shall be entitled to subscribe to the
health and dental programs currently  maintained by the Company at the Company's
cost of and  pursuant  to the  provisions  of the  Consolidated  Omnibus  Budget
Reconciliation Act.


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                  (b) During the period  beginning on the date hereof and ending
on April 1, 1998, the Employee or his heirs, successors or assigns will receive,
in the aggregate,  the sum of two hundred thousand dollars ($200,000) payable in
installments on a weekly basis.
                  (c) On the date  hereof,  the  Employee  will receive from the
Company a lump sum cash  payment  of one  hundred  thousand  dollars  ($100,000)
representing  the  Company's  additional   contribution  to  the  costs  of  the
Employee's relocation from Holmdel, New Jersey to Massachusetts.
         The  Employee  agrees that the Company has the right to deduct from all
such payments set forth in Subparagraphs  (a) - (c) above any Federal,  state or
local  taxes of any kind  required by law to be  withheld  with  respect to such
payments.  The Employee  further  agrees that the payments  provided for in this
Paragraph 3 shall  constitute  payment in full of any and all obligations of the
Company to the Employee  under the  aforementioned  Employment  Agreement or any
other  agreement,  whether  written or oral,  the Employee may have had with the
Company.
         4. The  Company  agrees  that  through the close of business on May 15,
1997,  the  Employee  shall,  at his  option,  have the right to use the vehicle
leased by the Company for the benefit of the  Employee.  Through such date,  the
Company  shall  maintain  the  current  level of  insurance  on the  vehicle and
maintain and repair the vehicle in accordance  with the Company's  fleet leasing
program.  The cellular  telephone  which is  currently  installed in the vehicle
shall be available for the  Employee's  use until the vehicle is returned to the
Company.  Any charges,  however,  for use of the  telephone  including,  without
limitation,  monthly  service  fees,  peak or  off-peak  air  time  charges  and
maintenance  charges shall be at his sole expense.  The Company will arrange for
the billing  address for bills in connection with the use of the telephone to be
changed to his home address.
         5. Any use of Company credit cards, gasoline cards,  telephone cards or
the like shall have  terminated  effective  as of the  Resignation  Date and the
Employee agrees to return these to the Company immediately.
         6. Effective as of the date hereof and thereafter,  the Employee agrees
that he will not divulge,  use,  furnish,  disclose or make accessible to anyone
other  than  the  Company  or  its  officers  and  directors  any  knowledge  or
information with respect to systems, plans, procedures,

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programs,  methods, or material relating to the business, products or activities
of the  Company or any other  confidential,  secret or  proprietary  information
concerning  the  business,  products,  properties  or  activities of the Company
including,  without limitation,  financial information  concerning the Company's
operations  and  information  relating to the  Company's  customers,  suppliers,
vendors,  vendees,  landlords,  licensors or licensees.  The  provisions of this
paragraph shall not apply to information which is or generally becomes available
to the  public  other  than as a  result  of  breach  of this  Agreement  by the
Employee.
         7. The Employee hereby  represents,  warrants and agrees that as of the
date  hereof,  he has  turned  over to the  Company or left in its  offices  all
documents  or other  materials  or things owned by the Company and has not taken
any such  documents or materials with him, nor made copies of any such documents
or materials  for his own use or the use of any person other than the Company or
persons connected therewith.
         8.  Effective as of the date hereof and  thereafter,  the parties agree
that  neither  will take any action or make any  statements  with respect to the
Company or the Employee or any persons  connected  therewith  which shall injure
the name or  reputation  of any such  party  or which  may in any way  adversely
affect the  ability of such party both to conduct its  business  and to maintain
harmonious intra-company relations.
         9.  Effective  as of the  date  hereof  and for a  period  of one  year
thereafter,  the  Employee  agrees that  neither he nor any new  employer  will,
without the express written consent of the Company,  hire,  recruit,  solicit or
induce or  attempt  to induce,  any  employee  or  employees  of the  Company to
terminate  their  employment  with the  Company or to become an  employee of the
Employee or his new employer.
         10.  (a) The  Employee  agrees  that he, his  representatives,  agents,
estates,  successors and assigns  release and forever  discharge the Company and
its affiliates, subsidiaries, predecessors, successors, assigns, and the current
and former officers,  directors,  shareholders,  employees and agents of each of
the  foregoing,  both  individually  and in their official  capacities  with the
Company,  from  any and  all  actions,  suits,  claims,  complaints,  contracts,
liabilities,  agreements,  promises,  debts and  damages,  whether  existing  or
contingent which arise out of the Employee's  employment with or his termination
of employment from the Company, except as set forth in this Agreement.

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                  (b) The  Company  agrees that it, its  successors  and assigns
release  and  forever  discharge  the  Employee,  his  representatives,  agents,
estates,  successors  and  assigns  from  any and all  actions,  suits,  claims,
complaints,  contracts,  liabilities,  agreements,  promises, debts and damages,
whether existing or contingent which arise out of the Employee's employment with
or his termination of employment  from the Company,  except as set forth in this
Agreement.
         11. The  Employee  and the  Company  agree  that with  respect to stock
options  granted to the  Employee  pursuant to the  Company's  1985  Amended and
Restated  Stock  Option  Plan or the 1992  Equity  Incentive  Plan (the  "Option
Plans"), any such options to purchase shares of the Company's common stock which
are currently  exercisable on the date hereof shall remain  exercisable  through
June 15,  1997;  and any such  options  to  purchase  shares  which  may  become
exercisable  subsequent  to the date hereof shall be forfeited  and  terminated.
Effective as of the close of business on June 15, 1997 the exercisability of any
stock options  granted to the Employee shall terminate and such options shall be
forfeited to the Company.
         12. The Company and the Employee acknowledge and agree that a breach by
either  party of the  provisions  of this  Agreement  will cause the other party
irreparable  injury and damage and,  therefore,  the  Company  and the  Employee
expressly agree that each party shall be entitled to injunctive and/or equitable
relief in any court of competent jurisdiction to prevent or otherwise restrain a
breach of this Agreement for the purpose of enforcing this Agreement or any part
hereof.
         13. This Agreement  contains the entire  contract  between the parties,
supersedes all prior agreements,  written or oral, and may not be changed except
in writing duly executed by the parties in the same manner as this Agreement.
         14. This Agreement is being executed and delivered in the  Commonwealth
of Massachusetts and this Agreement shall be construed under and governed by the
laws of such Commonwealth.






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         IN WITNESS WHEREOF,  the parties hereto have executed this agreement as
of the day and year first written above.
                                      J. BAKER, INC.



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




                                      /s/ David A. Levin
                                      David Levin



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