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                                                           EXHIBIT 10.24

                          TERMINATION AGREEMENT


         THIS AGREEMENT is made and entered into this ____ day of October, 1996 
by and between Jerry M. Socol ("Executive" or "You" or "Your") and J. Baker, 
Inc. (the "Company").

         WHEREAS,  the  Executive is currently  employed by the Company under an
employment  agreement  dated March 23,  1993,  as amended from time to time (the
"Employment Agreement"); and

         WHEREAS, the Executive and the Company both desire to terminate the 
Employment Agreement; and

         WHEREAS,  the Executive and the Company  further desire to establish an
amicable arrangement for ending the employment relationship between them.

         NOW,  THEREFORE,  for good and valuable  consideration,  including  the
promises and mutual agreement  contained herein,  the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:

1.       RESIGNATION

         Effective October 1, 1996  ("Resignation  Date") or prior thereto,  the
Executive has resigned his employment,  offices,  positions as Director, and all
other   positions  he  now  holds  with  the  Company  and  its  affiliates  and
subsidiaries.

2.       SEVERANCE PAY

         To the extent that the  Company  has not  already  done so, the Company
shall pay the  Executive  as severance  pay all base salary  accrued and due him
under the Employment  Agreement up to and including the  Resignation  Date. This
amount, totaling Six Hundred Seventy Five Thousand Dollars ($675,000),  shall be
paid as follows:

         (a) A lump sum  payment of One Hundred  Twelve  Thousand  Five  Hundred
Dollars  ($112,500),  constituting three (3) months base salary to be paid eight
(8) days after execution of this Agreement; and

         (b) Thirty-nine (39) weekly  installment  payments of Fourteen Thousand
Four Hundred Twenty Three Dollars and 07/100 ($14,423.07) commencing immediately
following the Resignation Date and terminating on the week ending June 29, 1997.
The  Executive  agrees  that  payments  provided  in this  Section 2 and 3 shall
constitute  payment  in full of any and all  obligations  of the  Company to the
Executive under the Employment Agreement.

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3.       BENEFIT CONTINUATION

         (a) Health and Disability Insurance. During the period beginning on the
Resignation  Date  and  ending  on  April  1,  1998,  you  will be  entitled  to
participate in the health,  dental, group life and disability insurance programs
("Insurance  Coverages")  currently  maintained  by the  Company at the  Company
employee cost  thereof.  Your share of premium  payments in connection  with the
Insurance Coverages, if applicable,  will be deducted from your severance pay as
if you had remained actively employed.  On July 1, 1997, the Executive shall pay
to the Company,  in a lump sum,  the  Executive's  share of premium  payments in
connection with the above Insurance Coverages as well as the portion of medicare
taxes associated with the personal use of his automobile as set forth in Section
3(c)  hereof,  for the period  commencing  July 1, 1997 and ending  December 31,
1997. On January 1, 1998 the Executive shall pay to the Company,  in a lump sum,
that portion of the Insurance  Coverages  and of FICA and medicare  taxes as are
associated  with the personal use of his  automobile  from January 1, 1998 until
April 1, 1998. The Company will furnish  specific details of such amounts to the
Executive.

         (b) Other  Benefits.  Pursuant  to  applicable  benefit  plan terms and
benefit  practices,  your  eligibility to  participate in the Company's  section
401(k) plan, defined benefit pension plan and supplemental  executive retirement
plan ceased effective on the Resignation Date. Your rights to benefits,  if any,
are governed by the terms of those benefit plans and programs.

         (c)      Car Lease.

         You shall have the right to use the  vehicle  leased by the Company for
your  benefit  through  the close of  business  on April 1, 1998 and the Company
shall maintain the current level of insurance on the vehicle  through that date.
In  addition,  the  maintenance  and repairs on the vehicle will be continued in
accordance with the terms of the Company's fleet leasing program as currently in
place with respect to the vehicle.  The  cellular  telephone  which is currently
installed in the vehicle  shall be  available  for your use until the vehicle is
returned to the Company.  Any  charges,  however,  for the use of the  telephone
including,  without limitation,  monthly service fees, peak or off-peak air time
charges and maintenance charges shall be at your sole expense.  The Company will
arrange for the  billing  address  for bills in  connection  with the use of the
telephone to be changed to your home address.

         (d)      Company Credit Cards.

         Any use of Company credit cards, gasoline cards, telephone cards or the
like shall have terminated  effective as of the  Resignation  Date and you shall
return these to the Company immediately.






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4.       STOCK OPTION AGREEMENTS

         With  respect  to  incentive  or   non-qualified   stock  options  (the
"Options")  granted to you pursuant to the  Company's  1985 Amended and Restated
Stock Option Plan or 1994 Equity Incentive Plan (the "Option  Plans"),  any such
Options to purchase  shares of the Company's  common stock which are exercisable
as of the  Resignation  Date  ("Currently  Exercisable  Options")  shall  remain
exercisable through July 1, 1997. A list of Currently Exercisable Options is set
forth on the attached  Exhibit A. Any such Options to purchase  shares which may
become  exercisable  subsequent to the  Resignation  Date shall have  terminated
effective as of the Resignation  Date and such Options shall be forfeited to the
Company.  Similarly,  the Performance Share Award granted to you as of March 26,
1996 and any other  performance  share award which may have been  granted to you
shall terminate effective as of the Resignation Date.

5.       GENERAL RELEASE OF CLAIMS

         (a) You  voluntarily  release and absolutely and forever  discharge the
Company and its affiliates, subsidiaries, predecessors, successors, and assigns,
and the current and former officers,  directors,  shareholders,  employees,  and
agents of each of the  foregoing  (any and all of which are  referred  to as the
"Releasees")  generally from all suits, demands,  charges,  complaints,  claims,
sums of money,  promises,  agreements,  causes  of  action,  damages,  interest,
attorneys'  fees,  expenses,  judgments,  accounts,  agreements and debts of any
nature whatsoever,  known or unknown ("Claims"),  which you have, claim to have,
ever had,  or ever  claimed to have had  against  the  Releasees.  This  general
release of Claims  including,  without  implication  of  limitation,  all Claims
related to your employment with the Company, the compensation provided to you by
the  Company,  the  Company's  decision  to  terminate  your  employment,   your
resignation  from the  Company,  or your  activities  on behalf of the  Company,
including, without implication of limitation, any Claims for wrongful discharge,
breach  of  contract,  breach  of an  implied  covenant  of good  faith and fair
dealing,  tortious interference with advantageous relations,  any intentional or
negligent misrepresentation, and unlawful discrimination under the common law or
any statute  (including,  without  implication of  limitation,  Title VII of the
Civil Rights Act of 1964 and the Age  Discrimination  in Employment  Act, 29 USC
621 et sec).  You also waive any claim for  reinstatement,  attorney's  fees, or
costs.  Notwithstanding  anything in this general release to the contrary,  this
general  release  shall not be  construed  to limit your  right to enforce  this
Agreement.

         Basically,  and without  limiting the foregoing,  you will not bring or
otherwise  participate in any lawsuits or charges against the Company concerning
your  employment,  the  compensation,  benefits,  terms,  and conditions of your
employment, or your resignation from employment.






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         (b) The Company hereby  releases and absolutely and forever  discharges
the Executive from any and all suits,  claims,  demands,  debts,  sums of money,
damages,  interest,  attorneys'  fees,  expenses,  actions,  causes  of  action,
judgments, accounts, promises, contracts,  agreements, and any and all claims in
law or in equity,  whether now known or unknown,  which it ever had, now has, or
which it,  hereafter can,  shall or may have against the Executive,  arising out
of,  or  related  to,  his  employment  with or,  separation  from the  Company,
including,  but expressly not limited to, any claim which it may have to recover
money, or damages of any kind, as a result of any actions, claims, complaints or
charges brought by it under any federal, state or common law, except for actions
to enforce or for breach of this Agreement.

6.       CONFIDENTIALITY OF AGREEMENT

         You and the  Company  agree to keep  the  existence  and  terms of this
Agreement  in the  strictest  confidence  and not  disclose  the  terms  of this
Agreement  to any  persons  except,  as  the  case  may  be,  immediate  family,
attorneys,  and financial  advisors and  accountants,  and to them only provided
that they also agree to keep the information completely confidential. Each party
will be considered to have breached this  Agreement if any of those  individuals
fail to keep such information  completely  confidential and the party disclosing
such information  failed to obtain a prior agreement from such  individual(s) to
keep the information confidential. Notwithstanding the foregoing, each party may
make any disclosure to the extent required by law.  Nothing herein shall prevent
you from disclosing the provisions of Section 9 to any  prospective  employer or
to  any  individuals   with  whom  you   contemplate   engaging  in  a  business
relationship.

7.       CONFIDENTIAL INFORMATION

         You shall at all times keep in  confidence  and trust all  Confidential
Information  and  shall  not  reveal  Confidential  Information  for a period of
eighteen (18) months.  "Confidential  Information" means information  concerning
the Company that has been treated as  confidential by the Company and that is of
competitive  or other business  value to the Company.  Confidential  Information
includes,  without  implication  of  limitation,  trade  secrets,   confidential
revenue,  sales, or earnings information,  confidential business  relationships,
and  confidential  business plans and sales and marketing plans. No provision of
this section shall be construed as prohibiting the following  disclosures by the
Executive:  (i)  disclosure  pursuant  to the terms of the order of the court or
governmental  authority of competent  jurisdiction,  provided that, prior to any
such  disclosure  the Company shall be promptly  notified of any such order of a
court or governmental  authority and have the opportunity to obtain a protective
order in connection  therewith;  or (ii) disclosure of matters which have become
generally  available to the public other than as a result of disclosures made by
the Executive in violation of this Agreement.







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8.       RETURN OF PROPERTY

         All  documents,  records,  materials,  software,  equipment,  and other
physical  property,  and all  copies  of any of the  foregoing,  whether  or not
pertaining to Confidential  Information,  that have come into your possession or
been produced by you in connection with your employment  ("Property")  have been
and remain the sole property of the Company.  You confirm that you have returned
to the Company all Property.

9.       NON-COMPETITION

         Effective as of the Resignation  Date and for a period of two (2) years
thereafter,  you agree that unless you receive prior  written  approval from the
Company,  you will  not,  anywhere  in the  United  States or any  territory  or
possession thereof, engage in, as an employee,  consultant,  owner or otherwise,
either directly or indirectly or by association  with, any business which, is in
competition  with  either  J.  Baker's  Casual  male  Big & Tall or Work 'N Gear
divisions or which, without implication of limitation, (i) distributes, sells or
markets  so-called "big and tall" clothing of any kind for men or which utilizes
the "big and tall" retail or wholesale marketing concept as part of its business
or (ii)  distributes,  sells or markets work  related  clothing for men or women
(including, without limitation, medical and laboratory uniforms), and agree that
for a period  of two (2) years  from the date  hereof,  neither  you nor any new
employer of yours shall open, convert,  develop,  organize or acquire any new or
existing  business  which  utilizes  the  concept  of big and tall  clothing  or
specialty  workwear and clothing for the  distribution,  selling or marketing of
same.

         Nothing in this  paragraph 9 shall prohibit your  participation  in the
footwear  business of any kind or in the  business of  manufacturing  big & tall
clothing or work clothing.

         For purposes of this  section,  a business that  distributes,  sells or
markets "big and tall" or "work  related" or  "workwear"  clothing  shall mean a
business  whose gross sales of such  clothing  exceeds  three (3) percent of the
total overall gross sales of the business.

10.      LITIGATION COOPERATION

         You  agree to  cooperate  fully  with the  Company  in the  defense  or
prosecution of any claims,  actions or government  investigations  which already
have been brought or which may be brought in the future  against or on behalf of
or affecting the Company which relate to events or occurrences  that  transpired
during your  employment  with the Company.  Your full  cooperation in connection
with such claims or actions shall  include,  without  implication of limitation,
being  available to meet with counsel to prepare for  investigatory  interviews,
discovery or trial, to provide  complete  information  pursuant to the Company's
counsel's  requests and questions,  and to testify  truthfully as a witness when
reasonably  requested  by the  Company at  reasonable  times  designated  by the
Company.  The Company agrees to reimburse you for any  reasonable  out-of-pocket
expenses  that  you  incur in  connection  with  such  cooperation,  subject  to
reasonable documentation.

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11.      NON-SOLICITATION

         You  agree  that,  prior to  October  1, 1998 you will not  solicit  or
encourage  employees of the Company or its affiliates to leave the employment of
the Company or any of its affiliates for the purpose of becoming  employed by or
otherwise affiliated with you or any other person or entity.

12.      NON-DISPARAGEMENT

         The Company and you agree that neither the Company,  which includes its
officers and directors, nor you will make any statements,  written or oral, that
are  disparaging  about  or  adverse  to the  business  interests  of you or the
Company, as the case may be, or any of the Company's  affiliates or subsidiaries
(including  disparaging statements about their officers,  directors,  employees,
consultants, customers or suppliers) or which are intended to harm the good will
of either you or the Company or any of the Company's affiliates or subsidiaries.
Each  party's  obligations   hereunder  include  but  are  not  limited  to  any
correspondence or discussions with employees,  officers,  directors,  customers,
shareholders,  investors or anyone in the investment community.  They also apply
to any  communication  with or about employees,  officers or directors about any
other employees, officers or directors.

13.      TAX EFFECT OF PAYMENTS

         The  Company  shall  reduce  payments  made  to you  pursuant  to  this
Agreement by deductions  and  withholdings  that it reasonably  determines to be
required for tax purposes and the Company shall make such tax related  reporting
that it reasonably  determines to be required with respect to payments  pursuant
to this Agreement.

14.      NOTICES, ACKNOWLEDGEMENT AND OTHER TERMS

         This Agreement is the entire agreement between you and the Company and,
with  the  exception  of  the  Option  Agreements  and  those  other  agreements
pertaining to benefits referred to and set forth in Section 3 of this Agreement,
all previous agreements, or promises between you and the Company are superseded,
terminated, null, and void.

         You  acknowledge  that you have been given the  opportunity,  if you so
desired, to consider this Agreement for twenty-one (21) days before executing it
and have been advised by legal  counsel with respect  thereto.  If not signed by
you and returned to me so that I receive it within  twenty-one (21) days of your
receipt of this  Agreement,  this Agreement will not be valid. In the event that
you execute and return this Agreement  within less than  twenty-one (21) days of
the date of its delivery to you, you acknowledge that such decision was entirely
voluntary and that you had the opportunity to consider this letter agreement for
the entire  twenty-one  (21) day  period.  The Company  acknowledges  that for a
period  of  seven  (7)  days  from  the  date  of the  execution  by you of this
Agreement, you shall retain the right to revoke this Agreement by written notice
that I receive before the end of such period, and the Company and you agree that

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this Agreement shall not become effective or enforceable until the expiration of
such revocation period.

         By  signing  this  Agreement,  you  acknowledge  that you are  doing so
voluntarily.   You  also   acknowledge   that  you  are  not   relying   on  any
representations  by any  representative  of the  Company  or by any of the other
Releasees concerning the meaning of any aspect of this Agreement.

         In the event of any  dispute,  this  Agreement  will be  construed as a
whole, will be interpreted in accordance with its fair meaning,  and will not be
construed  strictly  for  or  against  either  you or the  Company.  The  law of
Massachusetts  will  govern any  dispute  about this  Agreement,  including  any
interpretation  or enforcement of this  Agreement,  without giving effect to the
conflict  of laws  provisions  of  Massachusetts  law.  In the  event  that  any
provision or portion of a provision of this Agreement  shall be determined to be
unenforceable,  the remainder of this Agreement shall be enforced to the fullest
extent  possible  as if such  provision  or  portion  of a  provision  were  not
included.  This Agreement may be modified only by a written  agreement signed by
you and an authorized representative of the Company.

15.      ENFORCEMENT

         The  Executive  agrees  that  violation  of Sections 6 through 12 above
could cause the Company to suffer  irreparable harm, whereby remedies at law may
be  inadequate  to protect  the Company  against  actual or  threatened  breach.
Therefore,  the Executive  agrees that the  provisions of the above sections are
enforceable in both law and equity,  and that the granting of injunctive  relief
in favor of the  Company  may be allowed  without  proof of actual  damages  and
without requirement of the Company to post a bond in connection therewith.

16.      AUTHORITY

         The party signing for the Company  represents that he has the authority
to execute this Agreement on behalf of the Company.














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17.      SUCCESSORS

         This  Agreement  shall  binding be upon and inure to the benefit of the
parties  and  their  respective  heirs,  executors,   administrators,   personal
representatives, successors and assigns.

         IN WITNESS  WHEREOF,  the  parties  set their hands and seals as of the
date written above.


                                     J. BAKER, INC.


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




                                     EXECUTIVE



                                     /s/Jerry M. Socol
                                     Jerry M. Socol






G\JMSTERM.RV3