S-1/A

As Filed with the Securities and Exchange Commission on January 20, 2004

Registration No. 333-86332

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Amendment No. 4 to

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Bakers Footwear Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Missouri	5661	43-0577980
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

2815 Scott Avenue

St. Louis, Missouri 63103

(314) 621-0699

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

Peter A. Edison

Bakers Footwear Group, Inc.

2815 Scott Avenue

St. Louis, Missouri 63103

Tel (314) 621-0699, Fax (314) 641-0390

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent For Service)

Copies of all correspondence to:

J. Mark Klamer, Esq.
Bryan Cave LLP
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
Tel (314) 259-2000, Fax (314) 259-2020 Gary M. Epstein, Esq.
Fern S. Watts, Esq.
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
Tel (305) 579-0500, Fax (305) 579-0717

     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

     The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 20, 2004

PROSPECTUS

1,750,000 Shares

Common Stock

        This is an initial public offering of 1,750,000 shares of common stock of Bakers Footwear Group, Inc. All of the shares are being sold by us. There is currently no public market for our shares. We currently estimate the public offering price will be between $7.00 and $8.00 per share. We have applied to have our shares included in the Nasdaq National Market under the symbol “BKRS.”

This investment involves a high degree of risk.

See “Risk Factors” beginning on Page 9.

       Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds to us, before expenses	$	$

      We have granted the underwriters an option to purchase additional shares to cover over-allotments. Under this option, the underwriters may elect to purchase a maximum of 262,500 additional shares from us within 45 days following the date of this prospectus to cover over-allotments. It is expected that delivery of the shares will be made to investors on or about                     , 2004.

Joint Lead Managers

RYANBECK&CO. BB&TCAPITALMARKETS

The date of this prospectus is                     , 2004

TABLE OF CONTENTS

Form of Underwriting Agreement

Form of Amended/Restated Bylaws of the Company

Form of Representatives' Warrant Agreement

Ltr Ryan Beck & Co and BB&T Capital trans restri

Employment Agreement - Peter Edison

Employment Agreement - Michele Bergerac

Software License Agreement

Employment Agreement - Stanley K. Tusman

Employment Agreement - Joe Vander Pluym

Employment Agreement - Mark Ianni

Employment Agreement - Lawrence Spanley, Jr.

Amendment to Software License Agreement

Form of Financial Advisor Agreement

Consent of Ernst & Young LLP

TABLE OF CONTENTS

	Page
Summary		1
Risk Factors		9
Forward-Looking Statements		16
Recent Corporate Action		16
Use of Proceeds		17
Revocation and Termination of Prior S Corporation Status		18
Dividend Policy		19
Dilution		19
Capitalization		20
Selected Historical Financial Information		22
Unaudited Pro Forma Balance Sheet		25
Management’s Discussion and Analysis of Financial Condition and Results of Operations		27
Business		38
Management		53
Related Party Transactions		63
Principal Shareholders		65
Description of Capital Stock		68
Anti-Takeover Effects of Some Provisions		70
Shares Eligible for Future Sale		73
Underwriting		75
Legal Matters		78
Experts		78
Change in Accountants		78
Available Information		79
Index to Financial Statements		F-1

      Bakers^TM and Wild Pair® are trademarks of ours in the United States. In addition, we currently have several applications pending with the United States Patent and Trademark Office for additional registrations.

      You should rely only on the information contained in this prospectus or that to which we have referred you. We have not authorized anyone to provide you with information that is different. This prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities offered hereby to any person in any jurisdiction in which such offer or solicitation would be unlawful. The affairs of Bakers Footwear Group, Inc. may change after the date of this prospectus. Delivery of this prospectus and the sales of securities made hereunder does not mean otherwise. These securities are offered subject to prior sale, acceptance, and rejection of any offer to purchase. The offering is also subject to withdrawal or cancellation without notice.

SUMMARY

      This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in shares of our common stock, which we refer to as our shares. We urge you to read this entire prospectus carefully including the “Risk Factors” section, which begins on page 9, and the Financial Statements and the Notes to those statements. An investment in these shares involves a high degree of risk.

      In this prospectus, we refer to the fiscal years ended December 31, 1999, December 30, 2000, January 5, 2002, January 4, 2003 and January 3, 2004 and the fiscal years ending January 1, 2005 and December 31, 2005 as “fiscal year 1999,” “fiscal year 2000,” “fiscal year 2001,” “fiscal year 2002,” “fiscal year 2003,” “fiscal year 2004” and “fiscal year 2005,” respectively. For more information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Fiscal Year,” appearing elsewhere in this prospectus.

Our Company

      We are a national, mall-based, specialty retailer of distinctive footwear and accessories for young women. Our merchandise includes private label and national brand dress, casual and sport shoes, boots, sandals and accessories. As of January 3, 2004, we operated 215 stores in 36 states, of which 185 are Bakers stores and 30 are Wild Pair stores. Our Bakers stores focus on women between the ages of 12 and 29 who demand quality fashion products. Based on our analysis of our competitors, we believe that our Bakers stores are the only nationwide, full-service retailer specializing in moderately priced footwear for this segment. Our Wild Pair stores offer edgier, faster fashion-forward footwear that reflects the attitude and lifestyles of both women and men between the ages of 17 and 24.

      The growing Bakers target market is generally concerned about image. Young women spend a significant percentage of their disposable income on footwear, accessories and apparel. Our strong relationships with manufacturers and advanced management systems support our “test and react” strategy of testing new styles and reacting quickly to fashion trends. In addition, we employ a “micro-merchandising” strategy of classifying multiple stores and merchandising them similarly based upon the style preferences and fashion trends of their customer demographics.

Competitive Strengths

      Our stores have historically generated strong cash flow and operating margins due to the following competitive strengths:

•  Our Reputation as a Leading Fashion Footwear Retailer for Young Women. Our high energy stores and long operating history help create a loyal customer base.

•  A Disciplined Management Approach. During the recent challenges in the retail environment, our senior management team controlled overhead and inventory levels to minimize markdowns.

•  Excellent Sourcing Capabilities. Our relationships with third party manufacturers support our test and react strategy, allowing us to keep fast-moving merchandise in stock.

•  Integrated Inventory Management Systems. Our planning, purchasing, allocation, assortment planning and point of sale systems allow us to better execute our micro-merchandising strategy. We believe this will lead to faster inventory turns, reduced markdowns, higher gross margins and enhanced customer loyalty.

•  Flexible Store Location Strategy. Our multiple concepts allow us to operate stores in a wide range of shopping malls with attractive returns on investment.

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Strategy

      Our goal is to position Bakers as the fashion footwear merchandise authority for young women through:

•  Opening New Stores in Key Locations. We have opened 58 new stores, including 33 acquired in an acquisition, since the beginning of fiscal year 2001. Our management believes that our operating infrastructure is capable of integrating a significant number of new stores with little additional investment in systems or general and administrative expenses. We have identified 200 additional locations for new stores and plan to open approximately 15 new stores by the end of fiscal year 2004.

•  Expanding Presence of New Format Stores. We operate 32 existing Bakers stores remodeled into a new design format. Sales of the remodeled stores where the location has not changed and which have been open in the new format for at least 12 months increased 15.1% for fiscal year 2003 over the 12 month period prior to remodeling. We have also opened nine stores in the new format that have been open for at least 12 months. These nine new format stores generated an average of $740,875 in sales, and an average of $91,353 in cash flow for a cash return on fixed asset investment of 50%, for the 12 months ended October 4, 2003. Our 36 new format stores — both remodeled and new — open for at least 12 months generated average sales of $889,136, and average cash flow of $131,890 per store, for the 12 months ended October 4, 2003. We intend to open substantially all new locations in the new format and have identified approximately 100 existing Bakers stores which we want to remodel into the new format over time.

•  Continuously Introducing New Merchandise to Maintain Inventory Freshness. We keep our product mix fresh and on target by employing our test and react strategy and monitoring sell-through rates in our stores.

•  Increasing the Sale of Branded Merchandise. Approximately 17.8% of our net shoe sales for fiscal year 2003 through November 1, 2003 consisted of branded footwear, up from 9.3% in fiscal year 2000. We believe that branded merchandise is important to our customers and drives customer traffic, resulting in increased sales volume and reduced exposure to fashion risk.

Recent Developments

      For the fourth quarter of fiscal year 2003, net sales were approximately $43.4 million, compared to net sales of $43.2 million for the fourth quarter of fiscal year 2002. Comparable store sales were up 4.0% in the fourth quarter of fiscal year 2003 as compared to the same quarter of fiscal year 2002. We attribute our sales increase for the fourth quarter of fiscal year 2003 to improving consumer confidence and a recent trend toward dressier footwear for young women after an 18 month fashion lull. Of particular strength were sales of boots and dress shoes as well as the emergence of an interest in colors other than black. Sales built throughout the quarter as these trends began to work their way into the mainstream. We expect gross margins to also improve as the sales trends strengthen.

      In addition to the sales and gross margin increases in the fourth quarter of fiscal year 2003, we continued to benefit from our previously initiated cost control measures. As a result, we have reduced the balance of our revolving credit line from $7 million as of January 4, 2003 and $13.3 million as of October 4, 2003 to $2.2 million as of January 3, 2004.

      For the nine months ended October 4, 2003, we incurred a net loss of approximately $3.6 million and an operating loss of $2.2 million. The operating loss for the nine months ended October 4, 2003 was primarily attributable to a reduction in sales as a result of the generally weaker retail environment, consumer concerns over the war in Iraq and teenage customer demand for low priced flip-flops. Comparable store sales for the nine months ended October 4, 2003 were down 6.1% compared to the nine months ended October 5, 2002 for primarily the same reasons. Our operating results for the first three quarters of fiscal year 2003 also reflect the fact that our fourth quarter typically is our best quarter in terms of sales and profitability. See “Management’s Discussion and Analysis of Financial Condition and

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Results of Operations.” As a result of our recent losses, our stockholders’ equity was a deficit of approximately $1.1 million as of October 4, 2003.

      For the entire fiscal year 2003, net sales were approximately $147.1 million compared to net sales of $150.6 million for fiscal year 2002. Comparable store sales were down 3.2% in fiscal year 2003 as compared to fiscal year 2002. Quarterly comparable store sales during fiscal year 2003, as compared to the same quarter during fiscal year 2002 were: a decline of 13.5% in the first quarter; a decline of 2.1% in the second quarter; a decline of 4.0% in the third quarter; and an increase of 4.0% in the fourth quarter.

      For fiscal year 2002, we recorded net income of approximately $2.3 million and operating income of approximately $1 million. Comparable stores sales declined by 4.4% for fiscal year 2002 compared to fiscal year 2001, primarily relating to a significant decline in boot and bootie sales. Our net income for fiscal year 2002 also reflects the integration of 33 former Sam & Libby stores, the write-off of $1.7 million in initial public offering costs and the positive impact of approximately $2.8 million as a cumulative effect of a change in accounting.

Company History

      Our company was founded in 1926 and acquired in 1997 principally by our current chief executive officer, Peter Edison. In June 1999, we teamed with the then existing management of Bakers, a footwear retailer created in 1924 by Edison Brothers Stores, Inc., to purchase selected assets of the Bakers and Wild Pair chains, including approximately 200 store locations and merchandise inventory from Edison Brothers. We refer to this acquisition as the Bakers acquisition.

      We are incorporated under the laws of the State of Missouri. Our executive offices are located at 2815 Scott Avenue, St. Louis, Missouri 63103 and our telephone number is (314) 621-0699. Information on the retail website for our Bakers stores, www.bakersshoes.com, is not part of this prospectus.

The Offering

Common Stock Offered	1,750,000 shares
Common Stock Outstanding After the Offering	4,637,473 shares(1)
Use of Proceeds	Opening new stores, remodeling existing stores, repayment of up to $1.35 million of subordinated debt, working capital and other general corporate purposes. For more information, please see “Use of Proceeds.”
Risk Factors	This offering involves a high degree of risk and immediate and substantial dilution. For more information, please see “Risk Factors” and “Dilution.”
Proposed Nasdaq National Market Symbol	“BKRS”

(1)  Includes 1,965,150 shares held by our current shareholders, 268,992 shares issuable upon exercise of employee stock options which will be outstanding upon completion of this offering, at an exercise price of $0.01 per share and 653,331 shares issuable upon conversion of our subordinated convertible debentures. For more information about the debentures, please see “Description of Capital Stock — Shares Reserved for Options, Warrants and Subordinated Convertible Debentures.” Excludes 76,907 shares issuable upon the exercise of a warrant held by a venture capital institution, 305,000 shares underlying options, which we plan to grant under our stock option plan upon completion of this offering to officers and key employees at an exercise price equal to the initial public offering price, 175,000 shares issuable upon the exercise of the warrants, at an exercise price equal to 120% of the offering price of this offering, to be issued to the representatives of the underwriters and

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262,500 shares issuable upon the exercise of the underwriters’ over-allotment option. All share data reflect the reclassification of our capital stock and conversion of our subordinated convertible debentures described below. For more information about the representatives’ warrants and the underwriters’ overallotment option, please see “Underwriting.”

Assumptions

      We have made certain assumptions in providing information throughout this prospectus. Except as otherwise specified, all information in this prospectus:

•  Gives effect to a reclassification of our capital structure under which each outstanding share of our three classes of common stock will automatically convert, upon the completion of this offering, into one share of a new class of common stock. This will be our only class of common stock following the offering and is the class of common stock we are offering in this prospectus.

•  Gives effect to our exchange of an aggregate of $4.9 million of subordinated convertible debentures for an aggregate of $4.9 million of our subordinated convertible debentures issued in April 2002 and the automatic conversion of the new subordinated convertible debentures upon the completion of this offering into 653,331 shares of our common stock at a conversion price of $7.50 pursuant to an exchange agreement entered into on January 2, 2004.

      In addition, the information in this prospectus assumes that the underwriters have not exercised their over-allotment option, unless otherwise specified. We intend to revoke our S corporation status effective as of the first day of fiscal year 2004, which will result in our being taxed under Subchapter C of the Internal Revenue Code. For more information about our reclassification, please see “Recent Corporate Action.” For more information about the revocation of our S corporation status, please see “Revocation and Termination of Prior S Corporation Status.”

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Summary Financial Information

      We derived the data presented below for, and as of the end of, each of the fiscal years in the three fiscal year periods ended January 4, 2003 from our audited financial statements. The financial statements for the three fiscal years ended January 4, 2003, January 5, 2002 and December 30, 2000 have been audited by Ernst & Young LLP, independent auditors. We derived the summary financial data as of and for each of the nine-month periods ended October 5, 2002 and October 4, 2003, from our unaudited financial statements. In our opinion, the unaudited financial information includes all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of that information. Our results of operations for the nine-month periods presented are not necessarily indicative of the results that we may achieve for the full fiscal year. The data should be read in conjunction with the Financial Statements, related Notes, and other financial information included elsewhere in this prospectus.

		Fiscal Year Ended									Nine Months Ended
		December 30,			January 5,			January 4,			October 5,			October 4,
		2000(1)			2002			2003			2002			2003
											(Unaudited)			(Unaudited)
Income Statement Data:
Net sales		$	140,709,517		$	140,809,270		$	150,550,692		$	107,349,658		$	103,696,125
Cost of merchandise sold, occupancy and buying expenses			102,033,075			98,214,421			105,414,635			76,878,694			75,111,427
Gross profit			38,676,442			42,594,849			45,136,057			30,470,964			28,584,698
Operating expenses:
	Selling expense		27,069,090			27,097,515			30,774,478			22,453,992			21,576,232
	General and administrative expense		9,768,367			10,145,847			11,358,384			8,825,570			9,051,448
	Loss on disposal of property and equipment		52,074			24,997			95,785			95,821			158,399
	Impairment of long-lived assets		36,715			4,540			120,114			—			—
	Write-off of deferred initial public offering costs(4)		—			—			1,708,466			—			—
	Amortization of excess of acquired net assets over cost		(1,112,574	)		(1,112,574	)		—			—			—
Operating income (loss)			2,862,770			6,434,524			1,078,830			(904,419	)		(2,201,381	)
Other income (expense):
	Interest expense		(1,225,467	)		(1,086,729	)		(1,626,306	)		(1,130,943	)		(1,212,665	)
	State income tax (expense) benefit		(165,706	)		(315,667	)		163,645			(106,938	)		(52,154	)
	Gain on lease termination		1,050,000			—			—			—			—
	Loss on early extinguishment of debt		(1,245,000	)		—			—			—			—
	Other income (expense), net		339,718			(72,475	)		(106,796	)		(58,711	)		(98,970	)
Income (loss) before cumulative effect of change in accounting			1,616,315			4,959,653			(490,627	)		(2,201,011	)		(3,565,170	)
Cumulative effect of change in accounting(2)			—			—			2,774,899			2,774,899			—
Net income (loss)(3)		$	1,616,315		$	4,959,653		$	2,284,272		$	573,888		$	(3,565,170	)
Net income (loss) per common share:
	Basic	$	1.11		$	3.31		$	1.50		$	0.46		$	(2.33	)
	Diluted	$	0.70		$	2.17		$	1.06		$	0.30		$	(2.33	)
Weighted average number of common shares outstanding:
	Basic		1,408,988			1,426,188			1,426,188			1,426,188			1,426,188
	Diluted		2,324,817			2,337,840			2,285,706			2,285,706			1,426,188

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			Fiscal Year Ended							Nine Months Ended
			December 30,		January 5,		January 4,			October 5,			October 4,
			2000(3)		2002		2003			2002			2003
			(Unaudited)		(Unaudited)		(Unaudited)			(Unaudited)			(Unaudited)
Unaudited pro forma information(3):
	Income (loss) before cumulative effect of change in accounting and income taxes		$	1,377,635	$	4,870,934	$	(654,272	)	$	(2,094,072	)	$	(3,513,016	)
	Provision for (benefit from) income taxes			273,748		1,605,055		(217,178	)		(804,123	)		(1,317,846	)
	Income (loss) before cumulative effect of change in accounting			1,103,887		3,265,879		(437,094	)		(1,289,949	)		(2,195,170	)
	Cumulative effect of change in accounting(2)			—		—		1,763,934			1,763,934			—
	Net income (loss)		$	1,103,887	$	3,265,879	$	1,326,840		$	473,985		$	(2,195,170	)
	Net income (loss) per common share
		Basic	$	0.75	$	2.12	$	0.83		$	0.39		$	(1.37	)
		Diluted	$	0.47	$	1.44	$	0.64		$	0.25		$	(1.37	)

			As of October 4, 2003
	As of January 4, 2003
						Pro Forma
	Actual		Actual			As Adjusted(5)
			(Unaudited)			(Unaudited)
Balance Sheet Data:
Cash and cash equivalents	$	—	$	444,150		$	369,150
Current assets		15,904,642		19,199,722			20,098,922
Total assets		29,092,117		32,811,048			33,327,591
Long-term debt (excluding current portion)		5,747,463		5,151,872			251,872
Total shareholders’ equity (deficit)		2,048,115		(1,056,993	)		16,290,226

	Fiscal Year Ended						Nine Months Ended
	January 5,			January 4,			October 5,			October 4,
	2002			2003			2002			2003
							(Unaudited)			(Unaudited)
Cash Flow Data:
Net cash provided by (used in) operating activities	$	6,445,454		$	(502,383	)	$	(8,941,286	)	$	(3,058,137	)
Net cash used in investing activities		(3,334,006	)		(6,608,368	)		(6,090,117	)		(2,015,842	)
Net cash provided by (used in) financing activities		(3,844,892	)		6,615,449			14,679,439			5,518,129

	Fiscal Year Ended						Nine Months Ended
	January 5,			January 4,			October 5,			October 4,
	2002			2003			2002			2003
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Supplemental Data(6):
EBITDA(7)	$	6,652,543		$	3,505,816		$	924,180		$	(213,071	)
Average store volume(8)	$	696,712		$	667,433		$	482,488		$	467,140
Comparable stores sales increase (decrease)(9)		0.3	%		(4.4	)%		(4.4	)%		(6.1	)%
Inventory turns(10)		2.74	x		2.60	x		1.92	x		1.80	x

(1)  Effective December 30, 2000, we changed our fiscal year from the calendar year ending December 31 to a 52/53 week period. The fiscal year ended January 5, 2002 was a 53-week period.

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	For more information regarding our fiscal year, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Fiscal Year.”
(2)	Represents the cumulative effect of adopting Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets” and recognizing as income the unamortized deferred credit related to the excess of fair value over cost arising from the Bakers acquisition.
(3)	We elected to be taxed as an S corporation for federal and state income tax purposes in January 1984. Accordingly, no provision has been made for Federal or certain state income taxes. Effective as of the first day of fiscal year 2004, we will revoke and terminate our S election and thereafter be taxed as a C corporation. For more information about our S corporation status, please see “Revocation and Termination of Prior S Corporation Status” and “Unaudited Pro Forma Balance Sheet.” For a reconciliation of our historical income (loss) before cumulative effect of change in accounting to pro forma income (loss) before cumulative effect of change in accounting and income taxes, please see Note 12 in the Notes to the Financial Statements.
(4)	Consists of approximately $1.7 million in initial public offering costs charged in fiscal year 2002 as a result of a delay in the initial public offering process.
(5)	The pro forma as adjusted balance sheet data are unaudited and give effect to our sale of 1,750,000 shares of common stock in this offering at an assumed offering price of $7.50 per share and the application of the estimated net proceeds to us, after deducting the underwriting discounts and estimated offering costs and expenses, the automatic conversion of $4.9 million of our subordinated convertible debentures to common stock upon completion of the offering and our conversion from a Subchapter S to a Subchapter C corporation for tax purposes. The offering proceeds and the automatic conversion of our subordinated convertible debentures will eliminate the deficit in our shareholders’ equity on a pro forma as adjusted basis. For more information, please see “Use of Proceeds” and “Unaudited Pro Forma Balance Sheet.”
(6)	These data have not been audited. For more information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”
(7)	EBITDA consists of earnings before net interest, income taxes, depreciation and amortization. EBITDA is not a measure of financial performance under generally accepted accounting principles and should not be considered an alternative to income from operations as a measure of performance or as an alternative to cash flow as a measure of liquidity. EBITDA is presented as additional information because management believes it is a useful indicator of our ability to meet debt service and to fund capital expenditures. Because EBITDA is not calculated identically by all companies, our calculation may not be comparable to similarly titled measures of other companies. Note that EBITDA for fiscal year 2002 reflects the negative impact of our write-off of $1.7 million in initial public offering costs charged as a result of a delay in the initial public offering process. The following table reconciles net income (loss) to EBITDA for each period presented.

	Fiscal Year Ended						Nine Months Ended
	January 5,			January 4,			October 5,			October 4,
	2002			2003			2002			2003
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Net income (loss)	$	4,959,653		$	2,284,272		$	573,888		$	(3,565,170	)
Interest expense		1,086,729			1,626,306			1,130,943			1,212,665
Cumulative effect of change in accounting		—			(2,774,899	)		(2,774,899	)		—
State income tax expense (benefit)		315,667			(163,645	)		106,938			52,154
Depreciation		1,395,148			2,533,782			1,887,310			2,087,280
Amortization		(1,104,654	)		—			—			—
EBITDA	$	6,652,543		$	3,505,816		$	924,180		$	(213,071	)

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(8)	Average store volume is calculated by totaling weekly sales and dividing that total by the number of stores that had sales activity during the weeks in the applicable period. Average store volume for fiscal year 2001 is presented on a 53-week basis. Average store volume for fiscal year 2002 is presented on a 52-week basis.
(9)	Comparable stores sales are calculated from the weekly sales of those stores that were open for a given week in both the current and the prior year. For more information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — General — Net sales.”

(10)  Inventory turns are calculated by dividing retail sales by weighted average retail inventory for the applicable periods. Inventory turns for the quarterly periods presented are not annualized.

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RISK FACTORS

      Investing in our common stock involves a high degree of risk. You should carefully consider the following factors, as well as other information contained in this prospectus, before deciding to invest in shares of our common stock. If any of the following risks actually occurs, our business, financial condition and operating results could suffer. As a result, the trading price of our common stock could decline and you could lose all or part of your investment.

Risks Relating to this Offering

There has not previously been any public market for our common stock.

      Prior to this offering, there has been no public market for our common stock. The public offering price of the common stock has been determined by negotiations among us and the underwriters. If an active trading market does not develop for our common stock, our common stock may not trade in the public market at or above the public offering price. For more information, please see “Underwriting.”

The market price of our common stock may be materially adversely affected by market volatility.

      The market price of our common stock is expected to be highly volatile, both because of actual and perceived changes in our financial results and prospects and because of general volatility in the stock market. The factors that could cause fluctuations in our stock price may include, among other factors discussed in this section, the following:

•  actual or anticipated variations in comparable store sales or operating results;

•  changes in financial estimates by research analysts;

•  actual or anticipated changes in the United States economy or the retailing environment;

•  changes in the market valuations of other footwear or retail companies; and

•  announcements by us or our competitors of significant acquisitions, strategic partnerships, divestitures, joint ventures or other strategic initiatives.

We are controlled by a small group of existing shareholders whose interests may differ from other shareholders.

      Affiliates of Peter Edison and members of his family and our current management will be our largest shareholders. Accordingly, they will continue to have significant influence in determining the outcome of all matters submitted to shareholders for approval, including the election of directors and significant corporate transactions. The interests of these shareholders may differ from the interests of other shareholders, and their concentration of ownership may have the effect of delaying or preventing a change in control that may be favored by other shareholders. As long as these people are our principal shareholders, they will have the power to significantly influence the election of our entire board of directors. For more information, please see “Principal Shareholders.”

The public sale of our common stock by existing shareholders could adversely affect the price of our common stock.

      The market price of our common stock could decline as a result of market sales by our existing shareholders after this offering or the perception that these sales will occur. These sales also might make it difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. For more information, please see “Shares Eligible for Future Sale” and “Underwriting.”

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Purchasers of our common stock in this offering will be subject to immediate substantial dilution and may be subject to additional dilution in the future.

      The public offering price is substantially higher than the net tangible book value per share of the outstanding common stock. As a result, purchasers of our common stock in this offering will incur immediate, substantial dilution in the amount of $4.04 per share based on an assumed initial public offering price of $7.50 per share. We have granted in the past a substantial number of options and warrants to purchase our common stock, and we expect to continue to grant additional options in the future. These grants of options or other issuances could also result in dilution to shareholders. In addition, if we issue preferred stock, the rights of the holders of common stock will be subject to, and may be harmed by, the rights of the holders of any preferred stock. For more information, please see “Dilution” and “Description of Capital Stock.”

Our charter documents and Missouri law may inhibit a takeover, which may cause a decline in the value of our stock.

      Provisions of our restated articles of incorporation, our bylaws or Missouri law could make it more difficult for a third party to acquire us, even if closing the transaction would be beneficial to our shareholders. Peter Edison’s substantial beneficial ownership position, together with our board of directors’ authority to issue preferred stock and the lack of cumulative voting in our articles may have the effect of delaying, deferring or preventing a change in control, may discourage bids for our common stock at a premium over its market price and may adversely affect the market price of our common stock. For more information, please see “Anti-Takeover Effects of Some Provisions.”

Management will have significant discretion over the use of proceeds since a large portion of the proceeds is allocated to working capital. Management may use the proceeds in a manner which is different from their current intent.

      While we intend to use the net proceeds of the offering as described in the “Use of Proceeds” section of this prospectus, we will have broad discretion to adjust the application and allocation of the net proceeds in order to address changed circumstances and opportunities. The success of our operations that are influenced by working capital allocations will be substantially dependent upon the discretion and judgment of our management with respect to the application and allocation of the net proceeds. For more information, please see “Use of Proceeds.”

Risks Related To Our Business

Our failure to identify and respond to changing consumer fashion preferences in a timely manner would negatively impact our sales, profitability and our image as a fashion resource for our customers.

      The footwear industry is subject to rapidly changing consumer fashion preferences. Our sales and net income are sensitive to these changing preferences, which can be rapid and dramatic. Accordingly, we must identify and interpret fashion trends and respond in a timely manner. We continually market new styles of footwear, but demand for and market acceptance of these new styles are uncertain. Our failure to anticipate, identify or react appropriately to changes in consumer fashion preferences may result in lower sales, higher markdowns to reduce excess inventories and lower gross profits. Conversely, if we fail to anticipate consumer demand for our products, we may experience inventory shortages, which would result in lost sales and could negatively impact our customer goodwill, our brand image and our profitability. Moreover, our business relies on continuous changes in fashion preferences. Stagnating consumer preferences could also result in lower sales and would require us to take higher markdowns to reduce excess inventories. For fiscal year 2002 and the nine months ended October 4, 2003, changes in consumer fashion trends, primarily a decline in demand for boots and booties and a preference for low priced flip-flops, resulted in declining sales and profitability. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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A decline in general economic conditions could lead to reduced consumer demand for our footwear and accessories and could lead to a reduction in our shareholders’ equity and thus our ability to obtain credit.

      In addition to consumer fashion preferences, consumer spending habits are affected by, among other things, prevailing economic conditions, levels of employment, salaries and wage rates, consumer confidence and consumer perception of economic conditions. A general slowdown in the United States economy or an uncertain economic outlook would adversely affect consumer spending habits, which would likely cause us to delay or slow our expansion plans and result in lower net sales than expected on a quarterly or annual basis.

      The recent challenges in the retail environment and changing consumer preferences have led to declining sales and a reduction in our shareholders’ equity. As a result, some of our suppliers have reduced or eliminated our ability to purchase on credit. If our sales or our shareholders’ equity continue to decline, or if our suppliers further reduce or eliminate our ability to purchase on credit, our financial performance could be materially adversely affected.

We are susceptible to operating losses which would adversely affect our business and an investment in our common stock.

      For the nine months ended October 4, 2003, we incurred a net loss of approximately $3.6 million and an operating loss of $2.2 million. We attribute these losses to a reduction in sales, including a reduction in comparable store sales of 6.1% compared to the nine months ended October 5, 2002, as a result of the generally weaker retail environment, consumer concerns over the war in Iraq and teenage customer demand for low priced flip-flops. If a weak retail environment or these fashion trends were to continue or reoccur we may incur additional losses. For the entire fiscal year 2003, net sales decreased by $3.5 million and comparable store sales were down 3.2% as compared to fiscal year 2002. If these losses or a reduction in sales continue it would adversely affect our business and an investment in our common stock. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Our failure to integrate a significant number of new stores could strain our resources and cause the performance of our existing stores to suffer.

      Our growth will largely depend on our ability to open and operate new stores successfully. We expect to open a total of approximately 45 to 50 additional new stores by the end of fiscal year 2005 in new and existing markets. Although we have successfully integrated a significant number of new stores in the past, including the former Sam & Libby stores, that growth primarily related to acquisitions. We expect a large portion of our future growth to occur through the building of new stores. Our proposed expansion will place increased demands on our operational, managerial and administrative resources. These increased demands could cause us to operate our business less effectively, which in turn could cause deterioration in the financial performance of our business.

      If we fail to successfully implement our growth strategy, the opening of new stores, in new or current markets, could be delayed or prevented, could cost more than we have anticipated and could divert resources from other areas of our business, any of which would have a material adverse effect on our sales and earnings growth.

Our sales and inventory levels fluctuate on a seasonal basis, leaving our annual and quarterly operating results particularly susceptible to changes in customer shopping patterns.

      To prepare for peak shopping seasons, we must order and keep in stock significantly more merchandise than we would carry during other times of the year. Any unanticipated decrease in demand for our products during these peak seasons could require us to sell excess inventory at a substantial markdown, which could reduce our net sales and gross margins and could negatively impact our profitability.

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      Traditionally, our sales and net income during the second and fourth quarters of our fiscal year are disproportionately higher due primarily to increased shopping during the spring/summer prom and wedding season and the winter holiday season. In contrast, our sales and net income during the first quarter of our fiscal year are typically lower due, in part, to the traditional retail slowdown immediately following the winter holiday season and during our third quarter because we have two of our five clearance sales during the third quarter. In addition to our normal seasonal fluctuations, some events, in particular the Easter holiday, shift between fiscal quarters due to the nature of our fiscal year. This shift will likely affect customer shopping patterns and will influence our quarterly comparable results.

Fluctuations in our quarterly results of operations could cause the price of our common stock to decline substantially.

      In addition to holiday shifts and customer shopping patterns, our quarterly results are affected by a variety of other factors, including:

•  fashion trends;

•  the effectiveness of our inventory management;

•  changes in our merchandise mix;

•  weather conditions;

•  changes in general economic conditions; and

•  actions of competitors or mall anchor stores or co-tenants.

      Due to factors such as these, our quarterly results of operations have fluctuated in the past and can be expected to continue to fluctuate in the future. For example, quarterly comparable store sales for fiscal year 2003 compared to fiscal year 2002 were: a decline of 13.5% in the first quarter, a decline of 2.1% in the second quarter, a decline of 4.0% in the third quarter and an increase of 4.0% in the fourth quarter. While in management’s opinion sales during these periods cannot be used as an accurate indicator of annual results, if our future quarterly results fail to meet the expectations of research analysts, then the market price of our common stock could decline substantially. For more information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Seasonality and Quarterly Fluctuations.”

Our market share may be adversely impacted at any time by a significant number of competitors.

      We operate in a highly competitive environment characterized by low barriers to entry. We compete against a diverse group of competitors, including national branded wholesalers, national specialty retailers, regional chains, national branded off-price retailers, traditional department stores, discounters and apparel retailers. Many of our competitors may be larger and have substantially greater resources than we do. Our market share and results of operations are adversely impacted by this significant number of competitors. For more information about our competition, please see “Business — Competition.”

The departure of members of our senior management team could adversely affect our business.

      The success of our business depends upon our senior management closely supervising all aspects of our business, in particular the operation of our stores and the design, procurement and allocation of our merchandise. Retention of senior management is especially important in our business due to the limited availability of experienced and talented retail executives. If we were to lose the services of Peter Edison, our Chairman and Chief Executive Officer, or Michele Bergerac, our President, or other members of our senior management, our business could be adversely affected if we are unable to employ a suitable replacement in a timely manner. Moreover, under the terms of our revolving credit facility, if Peter Edison were to cease to be the chairman of our board of directors and chief executive officer, for any reason, it would constitute a change of control, which is an event of default under the facility. For more information, please see “Management.”

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Our failure to maintain good relationships with our manufacturers could harm our ability to procure quality inventory in a timely manner.

      Our ability to obtain attractive pricing, quick response, ordering flexibility and other terms from our manufacturers depends on their perception of us and our buying agents. We do not own any production facilities or have any long term contracts with any manufacturers, and we typically order our inventory through purchase orders. Because of our short lead times and fast inventory turns, any disruption in our supply chain would more quickly impact our sales compared to other retailers. Our failure or the failure of our buying agents to maintain good relationships with these manufacturers could increase our exposure to changing fashion cycles, which may lead to increased inventory markdown rates. It is possible that we could be unable to acquire sufficient quantities or an appropriate mix of merchandise or raw materials at acceptable prices. Furthermore, we have received in the past, and may receive in the future, shipments of products from manufacturers that fail to conform to our quality control standards. In this event, unless we are able to obtain replacement products in a timely manner, we may lose sales.

We rely on a small number of buying agents for our merchandise purchases, and our failure to maintain good relationships with any of them could harm our ability to source our products.

      For fiscal year 2002, our top five buying agents accounted for approximately 38% of our merchandise purchases, with one buying agent accounting for approximately 18% of our merchandise purchases. Our buying agents assist in developing our private label merchandise, arrange for the purchase of necessary materials and contract with manufacturers. We execute nonexclusive agreements with some of our buying agents. These agreements prohibit our buying agents from sharing commissions with manufacturers, owning stock or holding any ownership interest in, or being owned in any way by, any of our manufacturers or suppliers. The agreements do not prohibit our buying agents from acting as agents for other purchasers, which could negatively impact our sales. If they were to disclose our plans or designs to our competitors, our sales may be materially adversely impacted. The loss of any of these key buying agents or a breach by them of our buying agent agreements could adversely affect our ability to develop or obtain merchandise.

Our merchandise is manufactured by foreign manufacturers, therefore the availability and costs of our products may be negatively affected by risks associated with international trade.

      Virtually all of our merchandise is produced in China, Brazil, Italy, Spain and other foreign countries. Therefore, we are subject to the risks associated with international trade which include:

•  adverse fluctuations in currency exchange rates;

•  changes in import duties or quotas;

•  the imposition of taxes or other charges on imports;

•  expropriation or nationalization;

•  compliance with and changes in import restrictions and regulations;

•  exposure to different legal standards and the burden of complying with a variety of foreign laws and changing foreign government policies;

•  international hostilities, war or terrorism;

•  changes in foreign government regulation, political unrest, work stoppages, shipment disruption or delays; and

•  changes in economic conditions in countries in which our manufacturers and suppliers are located.

      For example, in fiscal year 2002 the West Coast Longshoremans’ strike increased our freight costs and adversely affected our sales and operating margin for fiscal year 2002.

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      In addition, our imported products are subject to United States customs duties, which make up a material portion of the cost of the merchandise. If customs duties are substantially increased, it would harm our profitability. The United States and the countries in which our products are produced may impose new quotas, duties, tariffs, or other restrictions, or adversely adjust prevailing quota, duty, or tariff levels, any of which could have a harmful effect on our profitability.

      Furthermore, when declaring the duties owed on and the classifications of our imported products, we make various good faith assumptions. We regularly employ a third party to review our customs declarations, and we will notify the appropriate authorities if any erroneous declarations are revealed. However, the customs authorities retain the right to audit our declarations, which could result in additional tariffs, duties and/or penalties if the authorities believe that they have discovered any errors.

Our reliance on manufacturers in China exposes us to supply risks.

      Manufacturing facilities in China produce a significant portion of our products. For the 12 months ended February 1, 2003, approximately 68.1% of our private label footwear units were manufactured in China and virtually all of our private label accessories were manufactured in China. If there are changes in the Chinese government or economy, or the current tariff or duty structures or if the United States adopts trade polices or sanctions adverse to China, it could harm our ability to obtain inventory in a timely and cost effective manner.

Our ability to expand into some territorial and foreign jurisdictions under the trademarks “Bakers” and “Wild Pair” is restricted.

      When we acquired selected assets of the Bakers and Wild Pair chains from Edison Brothers Stores, Inc. in a bankruptcy auction in June 1999, we were assigned title to and the right to use the trademarks “Bakers,” “The Wild Pair,” “Wild Pair” and other trademarks to the extent owned by Edison Brothers at that time. Our rights to use the trademarks are subject to a Concurrent Use Agreement which recognizes the geographical division of the trademarks between us and a Puerto Rican company. At approximately the same time as we acquired our rights and title, Edison Brothers also assigned to the Puerto Rican company title to and the right to use the trademarks, subject to the Concurrent Use Agreement. Under the Concurrent Use Agreement, we and the Puerto Rican company agree that the Puerto Rican company has the exclusive right to use the trademarks in the Commonwealth of Puerto Rico, the U.S. Virgin Islands, Central and South America, Cuba, the Dominican Republic, the Bahamas, the Lesser Antilles and Jamaica and that we have the exclusive right to use the trademarks in the United States and throughout the world, except for the territories and jurisdictions in which the Puerto Rican company was assigned the rights. Consequently, we do not have the right to use the trademarks “Bakers” and “Wild Pair” in those territories and foreign jurisdictions in which the Puerto Rican company owns the trademark rights, which may limit our growth.

Our potential inability or failure to renew, register or otherwise protect our trademarks could have a negative impact on the value of our brand names.

      Because the trademarks assigned to us by Edison Brothers are subject to the Concurrent Use Agreement, the U.S. trademark applications and registrations are jointly owned by us and a Puerto Rican company, which could impair our ability to renew and enforce the assigned applications and registrations. Simultaneously with the Puerto Rican company, we have filed separate concurrent use applications for the “Bakers” and “Wild Pair” trademarks, and we have requested that existing applications for the trademark “Bakers” also be divided territorially. While we are in agreement with the Puerto Rican company that confusion is not likely to result from concurrent use of the trademarks in our respective territories, the United States Patent and Trademark Office may not agree with our position. If we are not able to register or renew our trademark registrations, our ability to prevent others from using trademarks and to capitalize on the value of our brand names may be impaired. Further, our rights in the trademarks could be subject to security interests granted by the Puerto Rican company. Our potential inability or failure to renew,

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register or otherwise protect our trademarks and other intellectual property rights could negatively impact the value of our brand names.

We rely on third parties to manage the warehousing and distribution aspects of our business. If these third parties do not adequately perform these functions, our business would be disrupted.

      The efficient operation of our stores is dependent on our ability to distribute merchandise to locations throughout the United States in a timely manner. We depend on third parties to receive and distribute substantially all of our merchandise. A third party in Los Angeles, California accepts delivery of our merchandise from Asia, and another third party near Philadelphia, Pennsylvania accepts delivery of our merchandise from elsewhere. Merchandise not shipped to our stores generally is shipped to our replenishment warehouse in Sikeston, Missouri, where a third party provides warehousing services. These parties have provided these services to us pursuant to written agreements since 1999 and 2000. One of these agreements is terminable upon 30 days notice and one expires in 2004, but renews automatically unless notice is provided, and terminates after a notice period in the event we were to fail to meet our obligations under the agreement. We also continue to operate under the terms of an expired agreement with the remaining third party. If we need to replace one of these service providers, our operations could be disrupted for more than 60 days while we identify and integrate a replacement into our system. As a result, the termination of these agreements or the failure by any of these third parties to respond adequately to our warehousing and distribution needs could materially negatively impact our ability to maintain sufficient inventory in our stores and consequently our profitability.

We are subject to risks associated with leasing our stores, especially those stores where we acquired the lease through bankruptcy auctions.

      We lease all of our store locations. We acquired most of these leases from Edison Brothers, as debtor-in-possession, or from other bankrupt entities through auctions in which a bankruptcy court ordered the assignment of the debtor’s interest in the leases to us. As a result, we have not separately negotiated a majority of our leases, which are generally drafted in favor of the landlord. In addition, many of these leases contain provisions that, while applicable to the business structure of Edison Brothers, which had multiple wholly-owned subsidiaries that were the tenants under the leases, would not have been necessary for our business structure.

      A number of our leases include termination and default provisions which apply if we do not meet certain sales levels or in other circumstances. In addition, some of these leases contain various restrictions relating to dilutions in, or changes of, the ownership of our company. Some of these provisions are difficult to interpret. Approximately 22% of our leases contain provisions which by their terms prohibit a dilution in, or a change of, the ownership of our company which may be contravened by this offering and other prior ownership changes. Similar provisions in an additional 21% of our leases may be construed, depending on how these provisions are interpreted, to be triggered by this offering and other prior ownership changes. In addition, our leases subject us to risks relating to compliance with changing mall rules and the exercise of discretion by our landlords on various matters. Moreover, approximately 17% of our leases are set to expire by December 31, 2004. If one or more of our landlords decides to terminate our leases, or to not allow us to renew, our business could be materially and adversely affected.

Our credit facility restricts our activities.

      We have a $25.0 million secured revolving credit facility with Fleet Retail Finance, Inc. The amount outstanding under our credit facility was $2.2 million at January 3, 2004. For fiscal year 2003, the average daily outstanding balance was $11.9 million. Our credit facility includes financial and other customary covenants which, among other things, limit our capital expenditures, restrict our business activities and our ability to incur debt, make acquisitions and pay dividends. A change in control of our company, including Peter Edison ceasing, for any reason to be our chairman of the board and chief executive officer, is also prohibited.

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      In the event that we were to violate any of the covenants in our credit facility, or if we were to violate the provisions of any of our other lending arrangements or of more than 10% of our leases (other than solely as a result of this offering), the lender would have the right to accelerate repayment of all amounts outstanding under the credit agreement, or to commence foreclosure proceedings on our assets.

      For more information about our credit facility, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

FORWARD-LOOKING STATEMENTS

      This prospectus includes forward-looking statements which involve known and unknown risks and uncertainties or other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. The words “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates” and similar expressions are intended to identify forward-looking statements. Factors that might cause these differences include, but are not limited to, those discussed under the heading “Risk Factors,” as well as factors discussed in other places in this prospectus. We undertake no obligation to update any forward-looking statements to reflect events or circumstances arising after the date of this prospectus.

RECENT CORPORATE ACTION

      In preparation for this offering, we and our shareholders have approved or adopted amendments to our charter documents and have taken other corporate actions in the fourth quarter of fiscal year 2003 and in the first quarter of fiscal year 2004 that are related to or contingent upon the completion of this offering. These actions do not require any further consent or activity by our shareholders, including the purchasers of our common stock in this offering.

•  Reclassification of our capital structure. We amended our articles of incorporation to provide for the automatic conversion and reclassification of our capital structure under which each outstanding share of our three classes of common stock will automatically convert, upon completion of this offering, into one share of a new class of common stock. This will be our only class of common stock following the offering and is the class of common stock we are offering in this prospectus. The amendment also created a class of preferred stock, of which no shares are outstanding. For more information about our capital stock, please see “Description of Capital Stock.”

•  Modifications to our board of directors. Prior to the commencement of this offering, Peter Edison was our only director. Mr. Edison has nominated and appointed five additional directors who will take office upon the completion of this offering. These five directors have been named in this prospectus with their consent. In addition, we will establish an audit committee, nominating and corporate governance committee and compensation committee of our board of directors. For more information, please see “Management.”

•  Amendment of our bylaws. Prior to the completion of this offering, our director will have amended and restated our bylaws to, among other things, increase the size of our board of directors to six. For more information regarding the bylaws that will be in effect upon completion of this offering, please see “Description of Capital Stock.”

•  Termination of our shareholder agreements. Our existing shareholders have consented to the termination of all three shareholder agreements upon completion of this offering.

•  Revocation of our S corporation status. We will revoke our S corporation status effective at the beginning of fiscal year 2004, which will result in our being taxed under Subchapter C of the Internal Revenue Code. Our shareholders have consented to this revocation subject to the effectiveness of the registration statement of which this prospectus is a part. For more information, please see “Revocation and Termination of Prior S Corporation Status.”

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•  Adoption of new incentive plans. We adopted and all of our 17 shareholders of record approved the Bakers Footwear Group, Inc. Cash Bonus Plan and the Bakers Footwear Group, Inc. 2003 Stock Option Plan. For more information, please see “Management — Incentive Plans.”

•  Issuance of new options and warrants. Upon completion of this offering, we will issue options to acquire 305,000 shares of common stock to officers and key employees at an exercise price equal to the initial public offering price. We have also agreed to issue, upon completion of this offering, a warrant to the representatives of the underwriters covering 175,000 shares of our common stock at an exercise price equal to 120% of the offering price. We did not need to seek the approval of our shareholders in connection with either of these issuances.

•  Issuance of new subordinated convertible debentures and their conversion into shares of our common stock. On January 2, 2004, we entered into an agreement with the holders of our subordinated convertible debentures under which all $4.9 million in aggregate principal amount of our outstanding subordinated convertible debentures due 2007 issued in April 2002 were surrendered and exchanged for $4.9 million of newly issued subordinated convertible debentures which will automatically convert into 653,331 shares of our common stock upon completion of this offering based upon a conversion price of $7.50 per share.

USE OF PROCEEDS

      We estimate that the net proceeds from the sale of the 1,750,000 shares of common stock we are offering will be approximately $10.6 million based on an assumed offering price of $7.50 per share. If the underwriters fully exercise the over-allotment option, the net proceeds from the sale of shares will be $12.4 million. “Net proceeds” are what we expect to receive after paying the underwriting discount and other expenses of the offering.

      We intend to use $2.7 million of the net proceeds from this offering to open 15 new stores, all in the new format, in fiscal year 2004, and $3.6 million of the net proceeds to remodel 27 stores, including 17 in the new format, in fiscal year 2004. We also intend to use the net proceeds for the payment of up to $1.35 million of our subordinated debt, which includes a note payable and its related warrant. We may also use the net proceeds for working capital requirements and other general corporate purposes. Pending our use of the net proceeds for these purposes, we intend to repay amounts owing under our revolving credit facility, and invest any excess in short-term, interest-bearing, investment-grade securities. We will retain broad discretion over the use of the net proceeds from this offering.

      The $1.35 million in subordinated debt carries a weighted average interest rate of 15.7%, including interest and accretion on the note payable and accretion on the attached warrant. The subordinated debt matures on March 1, 2004. As of January 3, 2004, indebtedness under our revolving credit facility had an interest rate of 4.28% and a maturity of January 5, 2005.

      We believe that the net proceeds of this offering, together with borrowings under our credit facility and cash flows from operations, will be sufficient to meet our capital requirements for at least the next 12 months.

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REVOCATION AND TERMINATION OF PRIOR S CORPORATION STATUS

      In January 1984, we elected to operate under Subchapter S of the Internal Revenue Code and comparable provisions of some state income tax laws. An S corporation generally is not subject to income tax at the corporate level, with some exceptions under state income tax laws. Instead, an S corporation’s income generally passes through to its shareholders and is taxed on their personal income tax returns. As a result, our earnings have been included in the taxable income of our shareholders for Federal and state income tax purposes, and we have not been subject to income taxes in some states.

      By reason of our treatment as an S corporation for Federal and state income tax purposes, we generally have distributed to our shareholders funds for the payment of income taxes on our earnings. During the last four fiscal years, we have declared quarterly distributions consisting of amounts attributable to payment of those taxes as follows:

		Distribution
Fiscal 2000:
First Quarter		$	0
Second Quarter			1,129,296
Third Quarter			196,939
Fourth Quarter			10,890
	Total	$	1,337,125
Fiscal 2001:
First Quarter		$	1,310,866
Second Quarter			409,643
Third Quarter			445,019
Fourth Quarter			1,663
	Total	$	2,167,191
Fiscal 2002:
First Quarter		$	414,190
Second Quarter			950,541
Third Quarter			455,278
Fourth Quarter			163
	Total	$	1,820,172
Fiscal 2003:
First Quarter		$	540
Second Quarter			409
Third Quarter			0
Fourth Quarter			0
	Total	$	949

      Effective as of the first day of fiscal year 2004, we will revoke our S election, terminating our S corporation status. Following our revocation, we will be treated for Federal and state income tax purposes as a corporation under Subchapter C of the Internal Revenue Code. As a result, we will become subject to state and Federal income taxes for the foreseeable future.

      We have agreed to indemnify the shareholders who hold our shares at the time of this offering for the following tax liabilities, for which they may become liable following the completion of this offering:

•  any tax liabilities that they may incur for our income for fiscal year 2003 in excess of the amounts previously distributed to them prior to the revocation of the S corporation status; and

•  any increase in tax liabilities they may incur for our income for previous tax years, resulting from any increase in our income for those years in which they are required to recognize that income as a

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result of any determination by the Internal Revenue Service that we under-reported our income in those prior years for any reason.

      In either case, we will increase, or gross up, our indemnification payments to the extent necessary to take into account the increase in current tax liability incurred by these shareholders on account of the indemnification payments.

DIVIDEND POLICY

      We currently intend to retain our earnings, if any, for use in our business and do not anticipate paying any cash dividends in the foreseeable future. Any future payments of dividends will be at the discretion of our board of directors and will depend upon factors as our board of directors deems relevant. Our revolving credit facility prohibits our payment of dividends, except for common stock dividends. We can give no assurance that we will pay or not pay dividends in the foreseeable future.

DILUTION

      The difference between (a) the offering price per share of common stock and (b) the net tangible book value per share after the offering constitutes the dilution to investors in the offering. Net tangible book value per share is determined by dividing our net tangible book value (total tangible assets less total liabilities) by the number of outstanding shares of common stock.

      As of October 4, 2003, our net tangible book value was $(1,056,993), or $(0.74) per share, on a historical basis. Assuming we receive estimated net proceeds of $10.6 million, and that the offering was completed on October 4, 2003, our net tangible book value as of October 4, 2003, would have been $16,292,993, or $3.46 per common share, on a pro forma as adjusted basis. This amount represents:

•  immediate dilution of approximately $4.04 per share of common stock to new investors; and

•  an immediate increase of approximately $4.20 per share of common stock for current shareholders.

      The following table illustrates the per share dilution to new investors and should be read in conjunction with our Unaudited Pro Forma Condensed Balance Sheet and related Notes, included elsewhere in this prospectus:

Assumed offering price of common stock					$	7.50
	Net tangible book value before offering	$	(0.74	)
	Increase attributable to new investors	$	4.20
	Net tangible book value after offering				$	3.46
Total dilution to new investors					$	4.04

      The following table sets forth the relative cost and ownership percentage of the common stock offered by this prospectus as compared to the common stock outstanding immediately prior to the offering:

		Shares Purchased(1)					Total Consideration
												Average Price
		Number		Percent			Amount		Percent			Per Share
Current shareholders			2,964,380		62.9	%	$	7,662,901		36.9	%	$	2.58
New investors			1,750,000		37.1	%		13,125,000		63.1	%		7.50
	Total		4,714,380		100.0	%	$	20,787,901		100.0	%	$	4.41

(1)  The calculation of net tangible book value and other computations above assume the exercise of all of the outstanding options to purchase 268,992 shares of common stock as of October 4, 2003, at a weighted average exercise price of $0.01 per share and the conversion of our newly issued subordinated convertible debentures into 653,331 shares. The computations also assume the exercise of the warrant to purchase 76,907 shares held by a venture capital institution at an aggregate exercise price of $76.91. The computations above assume no exercise of the representatives’ warrants or the options that will be issued upon completion of this offering as their impact would be antidilutive.

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CAPITALIZATION

      The following table shows our capitalization at October 4, 2003 on a historical basis, on a pro forma basis and on a pro forma as adjusted basis. The pro forma presentation includes:

•  the reclassification of all our classes of common stock into a single class of $0.0001 par value voting common stock, including the reclassification of 1,693,240 Class A and 271,910 Class B shares, into a single class of voting common stock (1);

•  the extinguishment of our previously issued subordinated convertible debentures and the recognition of a loss on extinguishment of $30,670, including $430,670 of issuance costs related to the subordinated convertible debentures, included in other assets, in exchange for $4,900,000 in aggregate principal amount of new subordinated convertible debentures with a fair value of $4,500,000 and the payment of issuance costs of $75,000 related to the new debentures(4);

•  the conversion of $4,900,000 in aggregate principal amount of new subordinated convertible debentures into 653,331 shares of $0.0001 par, voting common stock under the new subordinated convertible debentures and the recognition of a loss on extinguishment of $75,000 related to the issuance costs of the new debentures; and

•  the elimination of the $3,843,486 retained earnings balance against additional paid-in capital, because of the S corporation termination.

      The pro forma as adjusted presentation includes the effects of this offering at an assumed public offering price of $7.50 per share and the application of net proceeds as described in this prospectus. The table should be read in conjunction with our Financial Statements, including the related Notes, our Unaudited Pro Forma Condensed Balance Sheet, including the related Notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

			As of October 4, 2003
									Pro Forma
			Historical			Pro Forma			As Adjusted(2)
Cash and cash equivalents			$	444,150		$	369,150		$	369,150
Revolving credit agreement			$	13,336,097		$	13,336,097		$	4,011,097
Class A stock purchase warrants				800,000			800,000			—
Current maturities of long-term subordinated debt and capital lease obligations				1,637,490			1,637,490			1,137,490
Long-term subordinated debt, less current maturities				251,872			251,872			251,872
Obligations under capital leases, less current maturities				1,555,314			1,555,314			1,555,314
Subordinated convertible debentures				4,900,000			—			—
Class A stock redemption obligation				1,305,676			—			—
Shareholders’ equity:
	Preferred stock, $0.0001 par value, 5,000,000 shares authorized			—			—			—
	Common stock, $0.0001 par value, 40,000,000 shares authorized			1,426			262			437
	Deferred stock compensation(3)			(2,890	)		(2,890	)		(2,890	)
	Additional paid-in capital			3,704,500			5,667,854			16,292,679
	Retained earnings (deficit)			(4,760,029	)		—			—
		Total shareholders’ equity	$	(1,056,993	)	$	5,665,226		$	16,290,226
		Total capitalization	$	22,729,456		$	23,245,999		$	23,245,999

20

(1)	Includes 1,426,188 shares of Class A common stock classified within shareholders’ equity for accounting purposes, 267,057 redeemable shares of Class A common stock classified within liabilities for accounting purposes and 271,910 redeemable shares of Class B common stock classified within liabilities for accounting purposes, less fractional shares which will be eliminated upon reclassification.
(2)	Excludes 262,500 shares issuable upon the exercise of the underwriters’ over-allotment option. For more information, please see “Underwriting.”
(3)	Deferred stock compensation represents the portion of stock compensation expense related to our unvested stock options previously granted. This amount will be recognized as expense over the remaining vesting period of those stock options.
(4)	Pursuant to an agreement entered into on January 2, 2004, we exchanged our $4,900,000 subordinated convertible debentures issued in April 2002 for new subordinated convertible debentures with a principal amount of $4,900,000 and a fair value of $4,500,000.

21

SELECTED HISTORICAL FINANCIAL INFORMATION

      The following tables summarize certain selected historical financial information for each of the fiscal years in the five year period ended January 4, 2003 and the nine-month periods ended October 5, 2002 and October 4, 2003 and provide certain supplemental data. The income statement data for the fiscal years ended December 31, 1998, December 31, 1999, December 30, 2000, January 5, 2002 and January 4, 2003 and the selected balance sheet data as of those dates have been derived from our audited financial statements. Our financial statements for the three fiscal years ended January 4, 2003, as audited by Ernst & Young LLP, independent auditors, are included elsewhere in this prospectus. The financial statements for the two fiscal years ended December 31, 1999 have been audited by other auditors. We derived the selected financial data as of and for each of the nine-month periods ended October 5, 2002 and October 4, 2003 from our unaudited financial statements. In our opinion, the unaudited financial information includes all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of that information. Our results of operations for the nine month periods presented are not necessarily indicative of the results that we may achieve for the full fiscal year. The information contained in these tables should be read in conjunction with our Financial Statements and the Notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus.

		Fiscal Year Ended															Nine Months Ended
		December 31,			December 31,			December 30,			January 5,			January 4,			October 5,			October 4,
		1998			1999(1)			2000(2)			2002			2003			2002			2003
																	(Unaudited)			(Unaudited)
Income Statement Data:
Net sales		$	18,039,609		$	87,400,591		$	140,709,517		$	140,809,270		$	150,550,692		$	107,349,658		$	103,696,125
Cost of merchandise sold, occupancy and buying expenses			12,368,169			65,952,116			102,033,075			98,214,421			105,414,635			76,878,694			75,111,427
Gross profit			5,671,440			21,448,475			38,676,442			42,594,849			45,136,057			30,470,964			28,584,698
Operating expenses:
	Selling expense		4,016,364			16,641,841			27,069,090			27,097,515			30,774,478			22,453,992			21,576,232
	General and administrative expense		1,926,602			7,899,581			9,768,367			10,145,847			11,358,384			8,825,570			9,051,448
	Loss on disposal of property and equipment		—			—			52,074			24,997			95,785			95,821			158,399
	Impairment of long-lived assets		—			—			36,715			4,540			120,114			—			—
	Write-off of deferred initial public offering costs(5)		—			—			—			—			1,708,466			—			—
	Amortization of excess of acquired net assets over cost		—			(556,287	)		(1,112,574	)		(1,112,574	)		—			—			—
Operating income (loss)			(271,526	)		(2,536,660	)		2,862,770			6,434,524			1,078,830			(904,419	)		(2,201,381	)
Other income (expense):
	Interest expense		(237,055	)		(1,284,162	)		(1,225,467	)		(1,086,729	)		(1,626,306	)		(1,130,943	)		(1,212,665	)
	State income tax (expense) benefit		—			(75,461	)		(165,706	)		(315,667	)		163,645			(106,938	)		(52,154	)
	Gain on lease termination		—			—			1,050,000			—			—			—			—
	Loss on early extinguishment of debt		—			—			(1,245,000	)		—			—			—			—
	Other income (expense), net		15,671			(52,490	)		339,718			(72,475	)		(106,796	)		(58,711	)		(98,970	)
Income (loss) before cumulative effect of change in accounting			(492,910	)		(3,948,773	)		1,616,315			4,959,653			(490,627	)		(2,201,011	)		(3,565,170	)
Cumulative effect of change in accounting(3)			—			—			—			—			2,774,899			2,774,899			—
Net income (loss)(4)		$	(492,910	)	$	(3,948,773	)	$	1,616,315		$	4,959,653		$	2,284,272		$	573,888		$	(3,565,170	)
Net income (loss) per common share
	Basic	$	(0.46	)	$	(3.15	)	$	1.11		$	3.31		$	1.50		$	0.46		$	(2.33	)
	Diluted	$	(0.46	)	$	(3.15	)	$	0.70		$	2.17		$	1.06		$	0.30		$	(2.33	)
Weighted average number of common shares outstanding:
	Basic		1,087,648			1,266,365			1,408,988			1,426,188			1,426,188			1,426,188			1,426,188
	Diluted		1,087,648			1,266,365			2,324,817			2,337,840			2,285,706			2,285,706			1,426,188

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			Fiscal Year Ended													Nine Months Ended
			December 31,			December 31,			December 30,		January 5,		January 4,			October 5,			October 4,
			1998			1999(2)			2000(3)		2002		2003			2002			2003
			(Unaudited)			(Unaudited)			(Unaudited)		(Unaudited)		(Unaudited)			(Unaudited)			(Unaudited)
Unaudited pro forma information(4):
	Income (loss) before cumulative effect of change in accounting and income taxes		$	(492,910	)	$	(4,075,505	)	$	1,377,635	$	4,870,934	$	(654,272	)	$	(2,094,072	)	$	(3,513,016	)
	Provision for (benefit from) Income taxes			—			(1,852,475	)		273,748		1,605,055		(217,178	)		(804,123	)		(1,317,846	)
	Income (loss) before cumulative effect of change in accounting			(492,910	)		(2,223,030	)		1,103,887		3,265,879		(437,094	)		(1,289,949	)		(2,195,170	)
	Cumulative effect of change in accounting(3)			—			—			—		—		1,763,934			1,763,934			—
	Net income (loss)		$	(492,910	)	$	(2,223,030	)	$	1,103,887	$	3,265,879	$	1,326,840		$	473,985			(2,195,170	)
	Net income (loss) per common share
		Basic	$	(0.27	)	$	(1.04	)	$	0.75	$	2.12	$	0.83		$	0.39		$	(1.37	)
		Diluted	$	(0.27	)	$	(1.04	)	$	0.47	$	1.44	$	0.64		$	0.25		$	(1.37	)

	As of
	December 31,		December 31,			December 30,			January 5,		January 4,		October 4,
	1998		1999			2000			2002		2003		2003
													(Unaudited)
Balance Sheet Data:
Cash and cash equivalents	$	302,506	$	2,945,331		$	1,228,746		$	495,302	$	—	$	444,150
Current assets		4,455,967		16,948,498			14,979,243			13,595,133		15,904,642		19,199,722
Total assets		4,756,589		19,438,431			18,986,866			22,206,550		29,092,117		32,811,048
Long-term debt (excluding current portion)		954,740		1,713,967			1,622,108			1,118,454		5,747,463		5,151,872
Total shareholders’ equity (deficit)		742,190		(1,790,372	)		(1,205,159	)		1,485,064		2,048,115		(1,056,993	)

	Fiscal Year Ended						Nine Months Ended
	January 5,			January 4,			October 5,			October 4,
	2002			2003			2002			2003
							(Unaudited)			(Unaudited)
Cash Flow Data:
Net cash provided by (used in) operating activities	$	6,445,454		$	(502,383	)	$	(8,941,286	)	$	(3,058,137	)
Net cash used in investing activities		(3,334,006	)		(6,608,368	)		(6,090,117	)		(2,015,842	)
Net cash provided by (used in) financing activities		(3,844,892	)		6,615,449			14,679,439			5,518,129

	Fiscal Year Ended						Nine Months Ended
	January 5,			January 4,			October 5,			October 4,
	2002			2003			2002			2003
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Supplemental Data(6):
EBITDA(7)	$	6,652,543		$	3,505,816		$	924,180		$	(213,071	)
Average store volume(8)	$	696,712		$	667,433		$	482,488		$	467,140
Comparable stores sales increase (decrease)(9)		0.3%			(4.4	)%		(4.4	)%		(6.1	)%
Inventory turns(10)		2.74	x		2.60	x		1.92	x		1.80	x

(1)	On June 22, 1999, we acquired the assets of 198 Bakers stores for approximately $9.0 million. Consequently, the results of operations for those stores are included in our financial statements since the acquisition date.
(2)	Effective December 30, 2000, we changed our fiscal year from the calendar year ending December 31 to a 52/53 week period. The fiscal year ended January 5, 2002 is a 53-week period. For more information regarding our fiscal year, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Fiscal Year.”

23

(3)	Represents the cumulative effect of adopting SFAS No. 142 “Goodwill and Other Intangible Assets” and recognizing as income from the unamortized deferred credit related to the excess of fair value over cost arising from the acquisition of Bakers.
(4)	We elected to be taxed as an S corporation for Federal and state income tax purposes in January 1984. Accordingly, no provision has been made for Federal or certain state income taxes. Pro forma net income has been computed as if we had been fully subject to Federal, state and city taxes. Effective as of the first day of fiscal year 2004, we will revoke and terminate our S election, and thereafter be taxed as a C corporation. For more information about our S corporation status, please see “Revocation and Termination of Prior S Corporation Status” and “Unaudited Pro Forma Balance Sheet.” For a reconciliation of our historical income (loss) before cumulative effect of change in accounting to pro forma income (loss) before cumulative effect of change in accounting and income taxes, please see Note 12 in the Notes to the Financial Statements.
(5)	Consists of approximately $1.7 million in initial public offering costs charged in fiscal year 2002 as a result of a delay in the initial public offering process.
(6)	These data have not been audited. For more information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”
(7)	EBITDA consists of earnings before net interest, income taxes, depreciation and amortization. EBITDA is not a measure of financial performance under generally accepted accounting principles and should not be considered an alternative to income from operations as a measure of performance or as an alternative to cash flow as a measure of liquidity. EBITDA is presented as additional information because management believes it is a useful indicator of our ability to meet debt service and to fund capital expenditures. Because EBITDA is not calculated identically by all companies, our calculation may not be comparable to similarly titled measures of other companies. Note that EBITDA for fiscal year 2002 reflects the negative impact of our write-off of $1.7 million in initial public offering costs charged as a result of a delay in the initial public offering process. The following table reconciles net income (loss) to EBITDA for each period presented.

	Fiscal Year Ended						Nine Months Ended
	January 5,			January 4,			October 5,			October 4,
	2002			2003			2002			2003
							(Unaudited)			(Unaudited)
Net income (loss)	$	4,959,653		$	2,284,272		$	573,888		$	(3,565,170	)
Interest expense		1,086,729			1,626,306			1,130,943			1,212,665
Cumulative effect of change in Accounting		—			(2,774,899	)		(2,774,899	)		—
State income tax expense (benefit)		315,667			(163,645	)		106,938			52,154
Depreciation		1,395,148			2,533,782			1,887,310			2,087,280
Amortization		(1,104,654	)		—			—			—
EBITDA	$	6,652,543		$	3,505,816		$	924,180		$	(213,071	)

(8)	Average store volume is calculated by totaling weekly sales and dividing that total by the number of stores that had sales activity during the weeks in the applicable period. Average store volume for fiscal year 2001 is presented on a 53-week basis. Average store volume for fiscal year 2002 is presented on a 52-week basis.
(9)	Comparable stores sales are calculated from weekly sales of those stores that were open for a given week in both the current and the prior year. For more information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — General — Net Sales.”

(10)  Inventory turns are calculated by dividing retail sales by weighted average retail inventory for the applicable periods. Inventory turns for the quarterly periods presented are not annualized.

24

UNAUDITED PRO FORMA BALANCE SHEET

      The following unaudited pro forma balance sheet was prepared to illustrate the effect of the offering and related pro forma effects of the change in our tax status from an S corporation under the Internal Revenue Code to a C corporation, the reclassification and the conversion of our subordinated convertible debentures, as if each of these events had occurred as of October 4, 2003.

      The pro forma adjustments are based on available information and upon certain assumptions that our management believes are reasonable. The pro forma balance sheet and accompanying Notes should be read in conjunction with our historical Financial Statements and the related Notes, included elsewhere in this prospectus.

      This pro forma balance sheet is provided for informational purposes only and does not purport to represent what our financial position would have actually been if the offering had in fact occurred at such dates or to project our financial position for any future date or period.

      The offering proceeds and the estimated transaction fees and expenses are preliminary; final amounts may differ from those set forth herein and such differences may be material.

					As Adjusted for all
					Equity Reclassifications,					As Adjusted for the
					Debt Extinguishment					Initial Public Offering and
					and Conversions,					Application of Proceeds
					and the Termination
			October 4,		of S Corporation Status
			2003										Pro Forma
			Historical		Adjustments			Pro Forma		Adjustments			As Adjusted
Current Assets
	Cash and cash equivalents		$	444,150	$	(75,000	)(2)	$	369,150	$	10,625,000	(1)	$	369,150
											(10,625,000	)(4)
	Accounts receivable and other receivables			983,292					983,292					983,292
	Inventories			16,880,701					16,880,701					16,880,701
	Deferred tax assets			—		974,200	(3)		974,200					974,200
	Prepaid expenses other current assets			891,579					891,579					891,579
		Total current assets		19,199,722		899,200			20,098,922		—			20,098,922
Property and equipment, net				13,041,656					13,041,656					13,041,656
Noncurrent deferred tax assets				—		48,013	(3)		48,013					48,013
Other assets				569,670		(430,670	)(2)		139,000					139,000
		Total assets	$	32,811,048	$	516,543		$	33,327,591	$	—		$	33,327,591
Current Liabilities
	Accounts payable and accrued expenses		$	8,913,436				$	8,913,436				$	8,913,436
	Revolving credit agreement			13,336,097					13,336,097		(9,325,000	)(4)		4,011,097
	Class A stock purchase warrants			800,000					800,000		(800,000	)(4)		—
	Class A stock redemption obligation			142,616		(142,616	)(2)		—					—
	Current maturities of subordinated debt and capital lease obligations			1,637,490					1,637,490		(500,000	)(4)		1,137,490
		Total current liabilities		24,829,639		(142,616	)		24,687,023		(10,625,000	)		14,062,023
Subordinated debt, less current maturities				251,872					251,872					251,872
Obligations under capital leases, less current maturities				1,555,314					1,555,314					1,555,314
Other liabilities				1,168,156					1,168,156					1,168,156
Subordinated convertible debentures				4,900,000		(4,900,000	)(2)		—					—
Class A stock redemption obligation				1,163,060		(1,163,060	)(2)		—					—
Class B stock redemption obligation				—					—					—

25

						As Adjusted for all
						Equity Reclassifications,						As Adjusted for the
						Debt Extinguishment						Initial Public Offering and
						and Conversions,						Application of Proceeds
						and the Termination
			October 4,			of S Corporation Status
			2003												Pro Forma
			Historical			Adjustments			Pro Forma			Adjustments			As Adjusted
Shareholders’ Equity
	Common stock, $0.0001 par value		$	—		$	262	(2)	$	262		$	175	(1)	$	437
	Common stock, Class A $0.001 par value			1,426			(1,426	)(2)		—						—
	Deferred stock compensation			(2,890	)					(2,890	)					(2,890	)
	Additional paid-in capital			3,704,500			1,963,354	(2)		5,667,854			10,624,825	(1)		16,292,679
	Retained earnings (deficit)			(4,760,029	)		1,022,213	(3)		—						—
							(105,670	)(2)
							3,843,486	(2)
		Total shareholders’ equity (deficit)		(1,056,993	)		6,722,219			5,665,226			10,625,000			16,290,226
		Total liabilities and shareholders’ equity	$	32,811,048		$	516,543		$	33,327,591		$	—		$	33,327,591
Shares outstanding				1,426,188						2,618,486						4,368,486

(1)	Represents the issuance of 1,750,000 shares at an assumed offering price of $7.50, less estimated underwriting discount and expenses of $2,500,000.
(2)	Represents (i) the reclassification of all classes of stock into a single class of $0.0001 par, voting common stock, including 1,426,188 Class A shares classified within shareholders’ equity for accounting purposes and the 267,057 Class A and 271,910 Class B redeemable shares classified within liabilities for accounting purposes, less fractional shares, (ii) the extinguishment of our previously issued subordinated convertible debentures and the recognition of a loss on extinguishment of $30,670, including $430,670 of issuance costs related to the debentures, included in other assets, in exchange for $4,900,000 in aggregate principal amount of new subordinated convertible debentures with a fair value of $4,500,000 and the payment of issuance costs of $75,000 related to the new subordinated convertible debentures, (iii) the conversion of $4,900,000 in aggregate principal amount of new subordinated convertible debentures into 653,331 shares of $0.0001 par, voting common stock under the new subordinated convertible debentures, and the recognition of a loss on extinguishment of $75,000 related to the issuance costs of the new subordinated convertible debentures, and (iv) the elimination of the $3,843,486 retained earnings balance against additional paid in capital, because of the S corporation termination.
(3)	Reflects the termination of the Subchapter S tax status and the recognition of current and noncurrent deferred tax assets of $974,200 and $48,013, respectively.
(4)	Gives effect to the application of the net proceeds from the offering at October 4, 2003 as follows:

Reduction of subordinated debt obligation	$	500,000
Reduction of Class A stock purchase warrants		800,000
Reduction of revolving credit agreement		9,325,000
	$	10,625,000

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in “Risk Factors” and elsewhere in this prospectus. The following section is qualified in its entirety by the more detailed information, including “Risk Factors,” and our Financial Statements and the related Notes thereto, included elsewhere in this prospectus.

Overview

      We are a national, mall-based, specialty retailer of distinctive footwear and accessories targeting young women who demand quality fashion products. In addition to our 185 Bakers stores, we operate the 30 store Wild Pair chain that targets men and women between the ages of 17 and 24 who desire edgier, fashion forward footwear.

      In the first quarter of fiscal year 2002, we completed the acquisition of 33 store locations for $1.8 million in cash from SLJ Retail LLC, as debtor-in-possession, under an auction authorized by a bankruptcy court. We acquired all of SLJ Retail LLC’s right, title and interest to the lease agreements under which it operated 33 Sam & Libby retail stores which sold women’s footwear and accessories. Under the agreement we also acquired the non-inventory personal property, leasehold improvements, furniture, fixtures and equipment related to the stores. We began operating 17 of these stores as Wild Pair stores and 16 as Bakers stores in April 2002. Due to the similarity of the design of the Sam & Libby stores to our stores, we did not need to spend a material amount of money on remodeling these stores. As a result of the Sam & Libby acquisition, our results of operations for fiscal years 2001 and 2002 and the nine months ended October 5, 2002 and October 4, 2003 are not comparable in some significant respects.

General

      Net sales. Net sales exclude sales tax and are recorded net of returns. For comparison purposes, we classify our stores as comparable or non-comparable. A new store’s sales are not included in comparable store sales until the thirteenth month of operation. Sales from remodeled stores are excluded from comparable store sales during the period of remodeling.

      Our average full year store sales are calculated based on our average weekly store sales. The average weekly store sales are calculated each week by adding the total sales of all stores in operation during that week and then dividing that number by the total number of stores in operation during that week. We then derive the average full year store sales for each fiscal year by adding the average weekly store sales for each week during the fiscal year.

      Our customers use cash, checks and third-party credit cards to purchase our products. We do not issue private credit cards or make use of complicated financing arrangements.

      Cost of merchandise sold, occupancy and buying expenses. These expenses include the cost of merchandise, distribution and warehousing, freight from distribution centers and warehouses to the stores, payroll and benefits for our design, buying, merchandising and logistics personnel, and store occupancy costs. Store occupancy costs include rent, contingent rents, common area maintenance, real estate taxes and utilities. Frequent buyer revenue is included as an offset to the discounts taken as markdowns in the use of the cards in determining the cost of merchandise sold.

      Selling expense. Selling expense includes store selling, store management and store payroll costs, excluding benefits. Selling expense also includes store repairs, maintenance and depreciation. We record pre-opening costs, which we estimate average approximately $6,000 per store, as a selling expense as incurred.

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      General and administrative expense. General and administrative expense includes corporate expenses for information systems, marketing, insurance, legal and other corporate related departments. This expense also includes benefits for store personnel and payroll and benefits for all corporate and regional management personnel who are not included in cost of merchandise sold, occupancy and buying expenses. Corporate level expenses are primarily attributable to our corporate offices in St. Louis, Missouri.

      Interest expense. Interest expense includes interest relating to our revolving credit facility, interest on subordinated debt, debt issuance discounts and amortization of financing costs, and interest inherent in capital leases, including our point of sale system and related software.

      Income taxes. Because we are an S corporation under Subchapter S of the Internal Revenue Code and comparable state tax laws, we have not been subject to income taxes on our earnings in those jurisdictions, other than state franchise and net worth taxes. However, we have been subject to income taxes in some states in which we conduct business which do not recognize S corporation status. Our S corporation status will terminate as of the first day of fiscal year 2004. Following such time, we will be treated for Federal and state income tax purposes as a corporation under Subchapter C of the Internal Revenue Code and, as a result, will become subject to Federal and state income taxes.

Critical Accounting Policies

      Our financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require us to make estimates and assumptions about future events and their impact on amounts reported in our Financial Statements and related Notes. Since future events and their impact cannot be determined with certainty, the actual results will inevitably differ from our estimates. These differences could be material to the financial statements. For more information, please see Note 1 in the Notes to the Financial Statements.

      We believe that our application of accounting policies, and the estimates that are inherently required by these policies, are reasonable. We believe that the following significant accounting policies may involve a higher degree of judgment and complexity.

Merchandise inventories

      Merchandise inventories are valued at the lower of cost or market using the first-in first-out retail inventory method. Permanent markdowns are recorded to reflect expected adjustments to retail prices in accordance with the retail inventory method. The process of determining our expected adjustments to retail prices requires significant judgment by management. Among other factors, management utilizes performance metrics to evaluate the quality and freshness of inventory, including the number of weeks of supply on hand, sell-through percentages and aging categories of inventory by selling season, to make its best estimate of the appropriate inventory markdowns. If market conditions are less favorable than those projected by management, additional inventory markdowns may be required.

Store closing and impairment charges

      At the beginning of fiscal year 2002, we adopted SFAS No. 144, “Accounting for the Disposal of Long-Lived Assets.” Based on the criteria in SFAS No. 144, long-lived assets to be “held and used” are reviewed for impairment when events or circumstances exist that indicate the carrying amount of those assets may not be recoverable. We regularly analyze the operating results of our stores and assess the viability of under-performing stores to determine whether they should be closed or whether their associated assets, including furniture, fixtures, and equipment, leasehold improvements and goodwill, have been impaired. Asset impairment tests are performed at least annually, on a store-by-store basis. After allowing for an appropriate start-up period, unusual nonrecurring events, and favorable trends, fixed assets of stores indicated to be impaired are written down to fair value. During the years ended December 30, 2000, January 5, 2002, and January 4, 2003, we recorded $36,715, $4,540, and $120,114, respectively, in noncash charges to earnings related to the impairment of furniture, fixtures, and equipment, leasehold improvements and goodwill.

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Fiscal Year

      Effective December 30, 2000, we changed our fiscal year from the calendar year to a 52/53 week period. Our accounting period is based upon a traditional retail calendar, which ends on the Saturday nearest January 31. Our fiscal year ends four weeks prior to the retail calendar, as a result of our Subchapter S tax status. Fiscal years ended December 30, 2000 and January 4, 2003 were 52-week periods. The fiscal year ended January 5, 2002 was a 53-week period. The difference in the number of weeks for our fiscal years can affect yearly comparisons. In this prospectus, we refer to the fiscal year ended December 30, 2000 as “fiscal year 2000,” to the fiscal year ended January 5, 2002 as “fiscal year 2001” and to the fiscal year ended January 4, 2003 as “fiscal year 2002.”

Results of Operations

      The following table sets forth our operating results, expressed as a percentage of sales, for the periods indicated.

	Fiscal Year Ended									Nine Months Ended
	December 30,			January 5,			January 4,			October 5,			October 4,
	2000			2002			2003			2002			2003
Net sales		100	%		100	%		100	%		100	%		100	%
Cost of merchandise sold, occupancy and buying expense		72.5			69.7			70.0			71.6			72.4
Gross profit		27.5			30.3			30.0			28.4			27.6
Selling expense		19.2			19.2			20.4			20.9			20.8
General and administrative expense		6.9			7.2			7.5			8.2			8.7
Loss on disposal of property and equipment		—			—			0.1			0.1			0.2
Impairment and disposal of long-lived assets		—			—			0.1			—			—
Write off of deferred offering costs		—			—			1.1			—			—
Amortization of excess of acquired net assets over cost		(0.8	)		(0.8	)		—			—			—
Operating income (loss)		2.2			4.7			0.8			(0.8	)		(2.1	)
Other income (expense)		0.9			(0.1	)		(0.1	)		(0.1	)		(0.1	)
Interest expense		(0.9	)		(0.8	)		(1.1	)		(1.1	)		(1.2	)
State income tax (expense) benefit		(0.1	)		(0.2	)		0.1			(0.1	)		(0.1	)
Loss on early extinguishment of debt		(0.9	)		—			—			—			—
Cumulative effect of change in accounting		—			—			1.8			2.6			—
Net income (loss)		1.2	%		3.6	%		1.5	%		0.5	%		(3.5	)%

      The following table sets forth our number of stores at the beginning and end of each period indicated and the number of stores opened, acquired and closed during each period indicated.

	Fiscal Year Ended									Nine Months Ended
	December 30,			January 5,			January 4,			October 5,			October 4,
	2000			2002			2003			2002			2003
Number of stores at beginning of period		245			209			202			202			233
Stores opened or acquired during period		4			14			41			40			2
Stores closed during period		(40	)		(21	)		(10	)		(10	)		(19	)
Number of stores at end of period		209			202			233			232			216

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Nine Months Ended October 4, 2003 Compared to Nine Months Ended October 5, 2002

      Net sales. Net sales decreased to $103.7 million for the nine months ended October 4, 2003 from $107.3 million for the nine months ended October 5, 2002, a decrease of approximately $3.6 million. Net sales were positively impacted by the inclusion of sales from the 33 stores acquired in the Sam & Libby acquisition in all three quarters of fiscal year 2003 compared to only the second and third quarter of fiscal year 2002, and were negatively impacted by a generally weaker retail environment during the first quarter of 2003 related to consumer concerns regarding the war in Iraq and the closure of 19 stores. In the second and third quarters of fiscal year 2003, sales were negatively impacted by teenage customer demand for low priced flip-flops. Our comparable store sales for the nine months ended October 4, 2003 were down 6.1% compared to the nine months ended October 5, 2002.

      Gross profit. Gross profit decreased to $28.6 million in the nine months ended October 4, 2003 from $30.5 million in the nine months ended October 5, 2002, a decrease of approximately $1.9 million. As a percentage of net sales, gross profit decreased to 27.6% from 28.4% during these periods. This decrease is primarily attributable to increases in occupancy and buying expenses partially offset by a decrease in cost of merchandise sold.

      Selling expense. Selling expense decreased to $21.6 million in the nine months ended October 4, 2003 from $22.5 million in the nine months ended October 5, 2002, a decrease of approximately $900,000. This decrease was primarily attributable to a store cost control initiative implemented by management in fiscal year 2003 and reduced sales commissions due to a reduction in sales.

      General and administrative expense. General and administrative expense increased to $9.1 million for the nine months ended October 4, 2003, from $8.8 million for the nine months ended October 5, 2002, an increase of approximately $300,000.

      Loss before cumulative effect of change in accounting. Our loss before cumulative effect of change in accounting increased to approximately $3.6 million for the nine months ended October 4, 2003 from approximately $2.2 million for the nine months ended October 5, 2002, an increase of approximately $1.4 million.

      Cumulative effect of change in accounting. As a result of our adoption of SFAS No. 142 “Goodwill and Other Intangible Assets” in the first quarter of fiscal year 2002, the approximately $2.8 million balance of the excess of acquired net assets over cost related to the Bakers acquisition was recognized in income as a cumulative effect of an accounting change in the nine months ended October 5, 2002.

      Net income (loss). We incurred a net loss of approximately $3.6 million in the nine months ended October 4, 2003 compared to net income of approximately $600,000 in the nine months ended October 5, 2002. Our net loss for the nine months ended October 4, 2003 was primarily attributable to a reduction in sales as a result of the generally weaker retail environment, consumer concerns over the war in Iraq and teenage customer demand for low priced flip-flops. In addition, compared to the nine months ended October 5, 2002, our net loss for the nine months ended October 4, 2003 was not positively impacted by the cumulative effect of change in accounting of approximately $2.8 million which was recognized in the nine months ended October 5, 2002. If we had been taxed as a C corporation, our net loss for the first nine months of fiscal year 2003 would have been $2.2 million and our net income for the first nine months of fiscal year 2002 would have been approximately $474,000. For more information regarding pro forma income taxes, please see Note 12 of the Notes to the Financial Statements.

Fiscal Year Ended January 4, 2003 Compared to Fiscal Year Ended January 5, 2002

      Net sales. Net sales increased to $150.6 million in fiscal year 2002 from $140.8 million in fiscal year 2001, an increase of $9.8 million. Net sales were positively impacted by the additional store locations acquired. An increase in sales of national branded products, which have higher average prices than our private label products, was more than offset by a significant decline in boot and bootie sales in the second half of the year.

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      During fiscal year 2002, we opened 41 new stores and closed 10 stores compared to fiscal year 2001, in which we opened 14 new stores and closed 21 stores. Of the new stores that we opened in fiscal year 2002, 33 were acquired from SLJ Retail LLC. The other eight stores were new locations. Our comparable store sales for the 52-week fiscal year 2002 decreased by 4.4% compared to the 53-week fiscal year 2001.

      Gross profit. Gross profit increased to $45.1 million in fiscal year 2002 from $42.6 million in fiscal year 2001, an increase of $2.5 million. As a percentage of net sales, gross profit decreased to 30.0% in fiscal year 2002 from 30.3% in fiscal year 2001. The decline in gross profit as a percentage of net sales was attributable to a continued increase in the national branded component of our merchandise mix, which has a lower gross margin percentage, but a higher average selling price, than our private label products, and to an increase in occupancy costs due to a decrease in same stores sales.

      Selling expense. Selling expense increased $3.7 million to $30.8 million in fiscal year 2002 from $27.1 million in fiscal year 2001. The increase in selling expense resulted from the costs of operating an increased number of stores in fiscal year 2002 compared to fiscal year 2001.

      General and administrative expense. General and administrative expense increased to $11.4 million in fiscal year 2002 from $10.1 million in fiscal year 2001, an increase of $1.3 million, primarily as a result of an increase in depreciation expense for new information systems and new and remodeled stores, partially offset by reductions in management bonuses in fiscal year 2002.

      Interest expense. Interest expense increased to $1.6 million in fiscal year 2002 from $1.1 million in fiscal year 2001, an increase of approximately $500,000, primarily due to interest on the $4.9 million of subordinated convertible debentures issued in April 2002, partially offset by a decrease in the average interest rate paid on our revolving credit facility.

      Write-off of expenses related to initial public offering. As a result of a delay in our initial public offering, we took a charge of $1.7 million in initial public offering costs in fiscal year 2002.

      Cumulative effect of change in accounting. As a result of our adoption of SFAS No. 142 “Goodwill and Other Intangible Assets” in the fiscal year 2002, the approximately $2.8 million balance of the excess of acquired net assets over cost related to the Bakers acquisition was recognized in income as a cumulative effect of an accounting change in the fiscal year 2002.

      Net income. Net income decreased to $2.3 million in fiscal year 2002 from $5.0 million in fiscal year 2001, a decrease of $2.7 million. If we had been taxed as a C corporation, our net income for fiscal years 2002 and 2001 would have been $1.3 million and $3.3 million, respectively. For more information regarding pro forma income taxes, please see Note 12 in the Notes to the Financial Statements.

Fiscal Year Ended January 5, 2002 Compared to Fiscal Year Ended December 30, 2000

      Net sales. Net sales of $140.8 million in fiscal year 2001 were flat when compared to $140.7 million in fiscal year 2000. Net sales were positively impacted by fiscal year 2001 including 53 weeks compared to fiscal year 2000, which included 52 weeks, an increase in sales of national branded products, which have higher average prices than our private label products, and a strong holiday selling season. Negatively impacting net sales were the substantially reduced mall traffic in key markets such as New York and Florida subsequent to the September 11, 2001 terrorist attacks and a planned reduction in our clearance volume by 31% compared to fiscal year 2000, which resulted from improved merchandise management.

      In addition, during fiscal year 2001, we opened 14 new stores and closed 21 stores, compared to fiscal year 2000, in which we opened four stores and closed 40 stores. Of the 14 new stores that we opened in fiscal year 2001, seven were acquired in bankruptcy auctions. The other seven stores were new locations. The stores that we closed were predominantly Weiss and Neuman locations that did not fit our Bakers format. Our comparable store sales for the 53-week fiscal year 2001 increased by 0.3% over the 52-week fiscal year 2000.

      Gross profit. Gross profit increased to $42.6 million in fiscal year 2001 from $38.7 million in fiscal year 2000, an increase of $3.9 million. As a percentage of net sales, gross profit increased to 30.3% in fiscal

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year 2001 from 27.5% in fiscal year 2000. Inventory turns improved from 2.52 in fiscal year 2000 to 2.74 in fiscal year 2001 due to both better inventory control and quicker response to fashion trends, which resulted in fewer markdowns compared to the previous fiscal year. In addition, during fiscal year 2000, in connection with store closings, we continued to clear the Weiss and Neuman inventory at substantially reduced retail prices, resulting in a lower gross profit during fiscal year 2000. Partially offsetting the improvement in gross profit, we continued to increase the national branded component of our merchandise mix, which has a lower gross margin percentage than our private label products.

      Selling expense. Selling expense of $27.1 million in fiscal year 2001 was flat when compared to $27.1 million in fiscal year 2000.

      General and administrative expense. General and administrative expense increased to $10.1 million in fiscal year 2001 from $9.8 million in fiscal year 2000, an increase of $300,000, primarily attributable to an increase in management performance bonuses and depreciation expense for new information systems.

      Interest expense. Interest expense decreased to $1.09 million in fiscal year 2001 from $1.23 million in fiscal year 2000, a decrease of approximately $140,000, primarily due to a reduction in interest rates on our revolving credit facility, offset by a moderate increase in average borrowings.

      Other income (expense). Other income (expense) decreased by approximately $0.4 million in fiscal year 2001 compared to fiscal year 2000, primarily due to a one-time receipt of $1.0 million in fiscal year 2000 from a landlord to vacate one of our store locations.

      Loss from debt extinguishment. In January 2000, we replaced our prior credit facility with our existing revolving credit facility. The cost to terminate our prior credit facility resulted in a loss of $1.2 million in fiscal year 2000.

      Net income. Net income increased to $5.0 million in fiscal year 2001 from $1.6 million in fiscal year 2000, an increase of $3.4 million. If we had been taxed as a C corporation, our net income for fiscal years 2001 and 2000 would have been $3.3 million and $1.1 million, respectively. For more information regarding pro forma income taxes, please see Note 12 in the Notes to the Financial Statements.

Seasonality and Quarterly Fluctuations

      The following table sets forth our summary operating results for the quarterly periods indicated.

	Fiscal Year Ended December 30, 2000
	First		Second		Third			Fourth
Net sales	$	31,662,408	$	37,412,856	$	34,295,790		$	37,338,463
Cost of merchandise sold, occupancy, and buying expenses		22,236,731		27,256,883		25,370,403			27,169,058
Operating expenses		9,042,680		8,687,440		9,086,817			8,996,735
Operating income (loss)		382,997		1,468,533		(161,430	)		1,172,670

	Fiscal Year Ended January 5, 2002
	First		Second		Third			Fourth
Net sales	$	33,164,841	$	37,528,409	$	31,940,160		$	38,175,860
Cost of merchandise sold, occupancy, and buying expenses		24,141,372		25,487,380		23,219,566			25,366,103
Operating expenses		8,923,018		8,994,310		8,721,270			9,521,727
Operating income (loss)		100,451		3,046,719		(676	)		3,288,030

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	Fiscal Year Ended January 4, 2003
	First		Second		Third			Fourth
Net sales	$	31,984,313	$	39,281,255	$	36,084,090		$	43,201,034
Cost of merchandise sold, occupancy, and buying expenses		21,908,860		27,388,715		27,581,119			28,535,941
Operating expenses		9,341,152		10,932,410		11,101,821			12,681,844
Operating income (loss)		734,301		960,130		(2,598,850	)		1,983,249

	Fiscal Year Ended January 3, 2004
	First			Second		Third
Net sales	$	31,671,552		$	38,044,690	$	33,979,883
Cost of merchandise sold, occupancy, and buying expenses		23,953,077			26,526,549		24,631,801
Operating expenses		10,539,622			10,328,960		9,917,497
Operating income (loss)		(2,821,147	)		1,189,181		(569,415	)

      Our operating results are subject to significant seasonal variations. Our quarterly results of operations have fluctuated, and are expected to continue to fluctuate in the future, as a result of these seasonal variances, in particular our principal selling seasons. We have five principal selling seasons: transition (post-holiday), Easter, back-to-school, fall and holiday. Sales and net income in our second and fourth quarters are typically stronger than in our first and third quarters.

      In addition to our normal seasonal fluctuation, some events, in particular the Easter holiday, shift between fiscal quarters in some years due to the nature of our fiscal year. This shift will influence our quarterly comparable results. For example, Easter occurred during the first quarter of fiscal year 2002, while in most years, including fiscal year 2001, Easter occurs during the second quarter.

      Quarterly comparisons may also be affected by the timing of sales and costs associated with opening of new stores, including acquisitions.

Liquidity and Capital Resources

      Our cash requirements are primarily for working capital, capital expenditures and principal payments on our debt and capital lease obligations. In connection with our S corporation status, previously we have also made cash distributions to our shareholders to cover their taxes. Historically, these needs for cash have been met by cash flows from operations, borrowings under our revolving credit facility and sales of our subordinated debt. At October 4, 2003, we had negative working capital of $5.6 million, and approximately $1.1 million of unused borrowing capacity under our revolving credit facility based upon our borrowing base calculation.

      We anticipate that our cash flows from operations and borrowings under our revolving credit facility will be sufficient for our operating cash requirements, for at least the next 12 months. The proceeds of this offering will allow us to further execute our business plan, including our planned expansion.

Operating activities

      In the nine months ended October 4, 2003, our net cash used by operations was $3.1 million compared to net cash used by operations of $8.9 million for the nine months ended October 5, 2002. During fiscal year 2002, our net cash used by operations was approximately $502,000, down from cash provided by operations in fiscal year 2001 of $6.4 million.

      We are committed under noncancellable operating leases for all store and office spaces, expiring at various dates through 2018. These leases generally provide minimum rent plus payments for real estate taxes and operating expenses, subject to escalations. Some of our leases also require us to pay contingent

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rent based on sales. As of January 4, 2003, our lease payment obligations under these leases totaled $16.4 million for fiscal year 2003, and an aggregate of $94.8 million through 2018.

Investing activities

      In the nine months ended October 4, 2003, our cash used in investing activities amounted to $2.0 million compared to $6.1 million for the nine months ended October 5, 2002. During the first nine months of fiscal year 2003 and during fiscal year 2002, our cash used in investing activities consisted of capital expenditures. Our capital expenditures included furniture, fixtures and leasehold improvements for both new and remodeled stores, and new information systems. Cash used for capital expenditures in fiscal year 2002 was $6.6 million, up from $3.3 million during fiscal year 2001 (excluding $2.3 million and $0.7 million in capital leases for our point of sale system in fiscal years 2001 and 2002, respectively).

      In addition to the commitments described above, our future capital expenditures will depend primarily on the number of new stores we open, the number of existing stores we remodel and the timing of these expenditures. We plan to open approximately 15 new stores in fiscal year 2004 and 30 to 35 new stores in fiscal year 2005. Net capital expenditures for a new store are expected to average approximately $200,000, including point of sale equipment. The average inventory investment, net of payables, for a new store is expected to range from approximately $45,000 to $75,000, depending on the size and sales expectation of the store and the timing of the new store opening. Pre-opening expenses, such as marketing, salaries, supplies and utilities, are expected to average approximately $6,000 per new store and are expensed as incurred. Remodeling the average existing store into the new format typically costs approximately $200,000. For stores which do not warrant this level of investment, the costs to remodel are approximately $40,000.

      In connection with store openings and remodelings, we have projected our capital expenditure needs in fiscal year 2004 to be approximately $6.0 million to $7.0 million.

Financing activities

      In the nine months ended October 4, 2003, our net cash provided by financing activities was $5.5 million compared to $14.7 million for the nine months ended October 5, 2002. The difference resulted primarily from advances under our revolving credit facility in the earlier period, $4.9 million raised by our sale of our subordinated convertible debentures in April 2002 offset by a reduction in amounts distributed to shareholders of $1.8 million. The additional funds were used primarily for capital and other expenditures relating to the opening of new stores. In fiscal year 2002, our net cash provided by financing activities was $6.6 million, up from cash used in financing activities of $3.8 million in fiscal year 2001.

      As of October 4, 2003, the aggregate payments on our capital lease obligations were approximately $3.6 million through 2008, of which approximately $365,000 is due in fiscal year 2003 and $1.4 million is due in fiscal year 2004.

      We have a $25.0 million secured revolving credit facility with Fleet Retail Finance, Inc. Amounts borrowed under the facility bear interest at a rate equal to the base rate (as defined in the agreement) plus 0.75% per annum, which was equal to 4.75% per annum at October 4, 2003. If contingencies identified in the agreement occur, the interest rate may be increased by an additional 2.0%. The revolving credit agreement also allows us to apply an interest rate of LIBOR (as defined in the agreement) plus 3.00% per annum to a designated portion of the outstanding balance for a minimum of 30 days by entering into a basis swap. The aggregate amount that we may borrow under the agreement at any time is established by a formula, which is based on our inventory level but cannot be greater than $25.0 million. The agreement is secured by substantially all of our assets. In connection with the administration of the agreement, we are required to pay a facility fee of $3,000 per month, to a maximum aggregate facility fee of $180,000. In addition, we must pay 0.25% per annum of the remaining unborrowed loan capacity under the agreement. If contingencies related to early termination of the credit facility were to occur, or if we were to request and receive an accommodation from the lender in connection with the facility, we may be required to pay additional fees. At January 3, 2004, we had approximately $2.2 million outstanding under

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the revolving credit facility, at a 4.28% effective interest rate per annum, and approximately $5.6 million of unused borrowing capacity available under the revolving credit facility, based upon our borrowing base calculations.

      In the first quarter of fiscal year 2003, we entered into an amendment to our revolving credit agreement to provide a sublimit facility of up to an additional $2.0 million, subject to reductions over time and to borrowing base restrictions as defined in the agreement. The sublimit facility is payable in full at maturity on February 20, 2004. The sublimit facility also provides for a minimum EBITDA covenant (as defined in the agreement), a minimum required availability covenant, and a limitation on capital expenditures for fiscal year 2003.

      Our credit facility includes financial and other covenants relating to, among other things, our level of capital expenditures, compliance with our business plan, prohibiting a change of control, including Peter Edison ceasing to be our chairman and chief executive officer, maintaining a minimum availability, prohibiting new debt, restricting acquisitions and prohibiting dividends and the repurchase of our stock. In the event that we were to violate any of these covenants, or violate the provisions of any of our other lending arrangements or of more than 10% of our leases, the lender would have the right to accelerate repayment of all amounts outstanding under the agreement, or to commence foreclosure proceedings on our assets. The credit facility’s maturity date is January 5, 2005.

      We have two other long-term debt commitments outstanding at October 4, 2003, both of which are subordinate to our credit facility. One is a subordinated note, which requires quarterly principal and interest payments of up to $50,000 over the term of the loan through January 2008. This note is secured by a security agreement and a $425,000 standby letter of credit. The balance on this loan was approximately $424,000 at October 4, 2003. The other long-term commitment consists of a $500,000 secured subordinated note payable to a venture capital institution, which is due at maturity on March 1, 2004. In connection with this note we also issued a warrant to purchase shares of our common stock. The warrant is redeemable if not exercised, on March 1, 2004, for $850,000. Some of our current shareholders have mandatory redemption rights that are not currently exercisable and that will be terminated prior to the completion of this offering.

      We sold $4.9 million of our subordinated convertible debentures due 2007 in a private offering during the first quarter of fiscal year 2002. We used the net proceeds from the sale of the debentures to finance the Sam & Libby acquisition, to repay a portion of the amounts borrowed under our credit facility and to provide capital for future store openings. The purchasers included an investment fund which is an affiliate of one of our director nominees ($900,000), a second investment fund ($3.0 million), one of our shareholders ($500,000) and an affiliate of another of our director nominees ($500,000). Pursuant to an exchange agreement entered into on January 2, 2004, we exchanged all of our subordinated convertible debentures issued in April 2002 for new subordinated convertible debentures in the same aggregate principal amount. The new subordinated convertible debentures bear interest at 9.0% per annum, which rate increases over time to 11.0% per annum. Interest payments are payable quarterly in arrears. The subordinated convertible debentures mature, if not earlier converted, on April 4, 2007. Under circumstances set forth in the subordinated convertible debentures, if not earlier converted, the holders may be entitled to the greater of the principal amount, plus any accrued but unpaid interest, or the value of the common stock underlying the subordinated convertible debentures. The new subordinated convertible debentures will automatically convert into an aggregate of 653,331 shares of our common stock at a fixed conversion price of $7.50 upon the completion of this offering. The conversion price will adjust if the public offering price for this offering is less than $5.00 per share. We have agreed to register, concurrently with this offering, for sale the common stock underlying the new subordinated convertible debentures in a separate registration statement. The holders of these subordinated convertible debentures have agreed not to sell these shares until the later of 90 days after consummation of this offering or June 30, 2004 without the prior written consent of Ryan Beck. For more information, please see “Dilution,” “Capitalization,” and “Shares Eligible for Future Sale.”

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      Our ability to meet our current and anticipated operating requirements will depend on our future performance, which, in turn, will be subject to general economic conditions and financial, business and other factors, including factors beyond our control.

Off-Balance Sheet Arrangements

      At October 4, 2003 and January 3, 2004, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We are, therefore, not materially exposed to any financing, liquidity, market or credit risk that could otherwise have arisen if we had engaged in such relationships.

Contractual Obligations

      The following table summarizes our contractual obligations as of January 4, 2003:

		Payments Due in Period
				Less Than		1-3		3-5		More Than
		Total		1 Year		Years		Years		5 Years
Contractual Obligations
	Long-Term Debt Obligations(1)	$	8,645,311	$	1,828,926	$	1,377,385	$	5,439,000	$	0
	Capital Lease Obligations(2)		2,688,810		1,002,204		1,417,875		268,731		0
	Operating Lease Obligations(3)		94,766,979		16,436,148		27,253,446		19,399,708		31,677,677
	Purchase Obligations(4)		24,845,791		24,078,409		624,856		122,561		19,965
	Other Long-term Liabilities(5)		1,641,804		228,028		1,094,536		319,240		0
Total		$	132,588,695	$	43,573,715	$	31,768,098	$	25,549,240	$	31,697,642

(1)	Includes payment obligations relating to our subordinated note payable due in January 2008, our subordinated convertible debentures issued in April 2002, our subordinated note payable and related warrant payable to a venture capital institution. Pursuant to an agreement entered into on January 2, 2004, our subordinated convertible debentures issued in April 2002 were exchanged for a new issuance of subordinated convertible debentures which will convert into 653,331 shares of our common stock upon completion of this offering. On January 31, 2003, the subordinated note and related warrant payable to a venture capital institution were amended and extended. That note is now due on March 1, 2004 and the warrant is now redeemable on that date for $850,000. We intend to repay up to $1.35 million relating to the principal amount of that note and the redemption obligation relating to the warrant with the proceeds of this offering. See “Use of Proceeds.”
(2)	Includes payment obligations relating to our point of sale hardware and software leases.
(3)	Includes minimum payment obligations relating to our store leases.
(4)	Includes merchandise on order and payment obligations relating to miscellaneous service contracts.
(5)	Includes our obligation to redeem certain shares of stock, which obligations will be terminated upon completion of this offering.

Recent Accounting Pronouncements

      In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44 and 62, Amendment of FASB Statement No. 13, and Technical Corrections.” SFAS No. 145 requires, in most cases, gains and losses on extinguishments of debt to be classified as income or loss from continuing operations, rather than as extraordinary items. The statement is effective for fiscal years beginning after May 15, 2002. Upon adoption of SFAS No. 145, we reclassified previously recognized extraordinary gains and losses from the early extinguishment of debt.

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      In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” SFAS No. 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. SFAS No. 146 replaces Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” SFAS No. 146 will be applied prospectively to any exit or disposal activities initiated after December 31, 2002. We do not anticipate that the adoption of SFAS No. 146 will have a material impact on us.

      In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” which clarifies and expands on existing disclosure requirements for guarantees and requires us to recognize a liability for the fair value of our obligations under that guarantee. The initial measurement and recognition provisions are prospective for guarantees issued after December 31, 2002. However, the disclosure requirements became effective for financial statements ending after December 15, 2002. We do not anticipate that the adoption of FIN 46 will have a material impact on us.

      In January 2003, the FASB issued Interpretation No. 46 (FIN 46), “Consolidation of Variable Interest Entities”, which clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements”, relating to consolidation of variable interest entities. The provisions of FIN 46 became effective immediately for variable interest entities created after January 31, 2003. The provisions of FIN 46 for variable interest entities created on or before January 31, 2003 were delayed until December 31, 2003 by FASB Staff Position No. FIN 46-6, Effective Date of FASB Interpretation No. 46, Consolidation of Variable Interest Entities, issued in October 2003. Although we are continuing to assess the impact of FIN 46, we currently believe that we will not be required to consolidate any variable interest entities.

Quantitative and Qualitative Disclosures About Market Risk

      Our earnings and cash flows are subject to fluctuations due to changes in interest rates. Our financing arrangements include both fixed and variable rate debt in which changes in interest rates will impact the fixed and variable rate debt differently. A change in the interest rate of fixed rate debt will impact the fair value of the debt, whereas a change in the interest rate on the variable rate debt will impact interest expense and cash flows. Management does not believe that the risk associated with changing interest rates would have a material effect on our results of operations or financial condition.

Impact of Inflation

      Overall, we do not believe that inflation has had a material adverse impact on our business or operating results during the periods presented. We cannot give assurance, however, that our business will not be affected by inflation in the future.

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BUSINESS

General

      We are a national, mall-based, specialty retailer of distinctive footwear and accessories targeting young women who demand quality fashion products. We sell both private label and national brand dress, casual, and sport shoes, boots, sandals and accessories. We strive to create a fun, exciting and fashion oriented customer experience through an attractive store environment and an enthusiastic, well trained sales force. Our Bakers stores’ buying teams constantly modify our product offering to reflect widely accepted fashion trends. We operate 185 of our 215 stores under the Bakers format, which targets young women between the ages of 12 and 29. This target customer is in a fast growing demographic segment, is extremely appearance conscious and spends a high percentage of disposable income on footwear, accessories and apparel. Based on our analysis of our competitors, we believe that our Bakers stores are the only national, full service retailer specializing in moderately priced footwear for this segment. We also operate the 30-store Wild Pair chain which offers edgier, faster fashion-forward footwear that reflects the attitude and lifestyles of both women and men between the ages of 17 and 24. As a result of offering a greater proportion of national brands, Wild Pair has somewhat higher average prices than our Bakers stores.

History

      We were founded in 1926 as Weiss-Kraemer, Inc., which was later renamed Weiss and Neuman Shoe Co., a regional chain of footwear stores. In 1997, we were acquired principally by our current chief executive officer, Peter Edison, who had previously spent 12 years in various senior management positions at Edison Brothers Stores, Inc. In June 1999, we teamed with Bakers’ existing management to purchase selected assets of the Bakers and Wild Pair chains, including approximately 200 store locations and merchandise inventory from Edison Brothers, which had filed for bankruptcy protection in March 1999. We also retained the majority of Bakers’ employees including, in addition to key senior management, merchandise buyers, store operating personnel and administrative support personnel. At the time of the acquisition, we had approximately 60 Weiss and Neuman locations, which we have subsequently closed or re-merchandised into the Bakers or Wild Pair formats. In February 2001, we changed our name to Bakers Footwear Group, Inc.

Competitive Advantages

      We believe our long operating history and management expertise provide us several key competitive advantages that have historically allowed us to operate our stores to generate strong cash flow and operating margins.

Our Reputation as a Leading Fashion Footwear Retailer for Young Women.

•  We strive to be the store of choice for young women between the ages of 12 and 29 who seek quality, fashionable footwear at an affordable price. Based on our analysis of our competitors, we believe we are the only national, full service retailer specializing in serving this segment. We provide a high energy, fun shopping experience and attentive, personal service primarily in highly visible fashion mall locations.

•  The average retail prices of our private label footwear range from $39 to $65. We are able to offer these prices without sacrificing merchandise quality, creating a high perceived value, promoting multiple sale transactions and allowing us to build a loyal customer base.

•  Our micro-merchandising strategy enables us to adapt our store inventories with the trends and demographics of individual locations. As a result, we are able to stock the styles our customers desire, increasing sales and customer loyalty.

•  Our marketing initiatives foster additional customer loyalty, while expanding our presence in serving our target market. This can be exemplified by our successful introduction of our Bakers Frequent

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Buyer Card, which our customers purchase to obtain a discount on all future purchases until the expiration of the card. For fiscal year 2003 through October 31, 2003, we sold 54,930 of our Bakers Frequent Buyer Cards compared to 46,328 for fiscal year 2002, an increase of 18.6%. Additionally, we continue to emphasize customer service through sales associate training, which we believe increases the likelihood of multiple sales.

A Disciplined Management Approach.

•  We believe our senior management team combines a unique blend of experience with our company and other national specialty retailers. Our six-member senior management team averages approximately 24 years of individual experience in footwear and accessories retailing.

•  Our organizational structure is designed to respond to the changes that are inherent in our business. Our senior management, merchandisers and buyers work closely with our flexible network of manufacturing sources and efficient third-party distribution system to give our customers the styles they demand in a timely manner.

•  During the recent challenges in the retail environment, our senior management team utilized our management structure to effectively control overhead and our administrative operations. We also reacted quickly to changes in consumer demand and strategically reduced inventory purchases to minimize the need for markdowns and clearance merchandise.

•  We intend to continually focus on improving profitability by:

–  Leveraging our investment in corporate infrastructure. We have invested heavily in technology, including integrated inventory management and logistics systems, point of sale systems and equipment, and planning and allocation systems. Because these information systems and personnel costs are primarily fixed, as net sales increase our profitability should increase at a greater rate.

–  Improving our inventory turns through the use of our new planning, allocation and assortment planning systems, and through the increase in our mix of branded products, which should lead to fewer markdowns.

–  Constantly reviewing our store locations and proactively closing underperforming stores and remodeling older stores, while building new stores with attractive unit economics.

Excellent Sourcing Capabilities.

      A key factor in our ability to offer our merchandise at moderate prices and respond quickly to changes in consumer trends is our sourcing proficiency. We rely primarily on third party foreign manufacturers in China, Brazil, Italy, Spain and other countries for the production of our private label merchandise. Our buying agents have long-term relationships with these manufacturers and have been successful in minimizing the lead times for sourcing merchandise. These relationships have allowed us to work very close to our expected delivery dates and reduce our markdowns. In addition, our “test and react” strategy supported by these strong relationships with manufacturers allows our merchandising and buying teams to test new styles and react quickly to fashion trends, while keeping fast-moving inventory in stock.

Advanced Inventory Management Systems.

      In fiscal year 2003, we completed the final step in the implementation and integration of our planning, purchasing, allocation, assortment planning and point of sale systems. These systems allow us to better execute our micro-merchandising strategy through more efficient management and allocation of our store inventories to reduce further our response times in reaction to fashion trends. Our micro-merchandising strategy requires us to adapt the merchandise mix by location, with different assortments depending on

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store level customer demographics. We now have the capability to constantly monitor inventory levels and purchases by store, enabling us to manage our merchandise mix.

      We believe that effective use of our systems has allowed us to reduce markdowns, resulting in higher gross margins. Over the last 18 months, our systems facilitated the process of reducing inventory commitments in light of changes in consumer demand. Our buyers and inventory management team were able to efficiently adjust our store inventory levels to effectively control excess inventory and markdowns.

Flexible Store Location Strategy.

      Our multiple concepts and variety of formats within these concepts allow us to operate profitably in a wide range of shopping malls. New and remodeled Bakers stores located in A and B malls have been designed in a new format. The 36 locations, including both remodeled and new stores open for at least 12 months, that feature this format have shown very positive store level economics with average annual sales of $889,136, for the 12 months ended October 4, 2003. We continue to operate lower cost formats in C malls which can generate the same return on investment as the new format store. Additionally, our Wild Pair concept, operating at a similar return on investment, can succeed in smaller spaces than those typically required by Bakers stores. Wild Pairs’ higher sales per square foot often allows it to operate in some higher end malls as well. This flexibility to operate in a wide variety of malls enhances Bakers’ potential to grow and supports strong landlord relationships with the national real estate developers.

Strategy

      Our goal is to position Bakers as the fashion footwear merchandise authority for young women. We intend to effect this strategy through:

Opening New Stores in Key Locations.

•  We plan to open new stores in a controlled and disciplined manner. Our strong relationships with landlords allow us to secure desirable locations in fashion malls. In selecting a specific site, we look for high traffic locations primarily in regional shopping malls. We evaluate proposed sites based on the traffic patterns, type and quality of other tenants, average sales per square foot achieved by neighboring stores, lease terms and other factors considered important with respect to the specific location.

•  Once we have identified a key location and secured a lease, we build our store in our distinctive new upscale contemporary format. Since the beginning of fiscal year 2001, we have built nine new format stores which have been open for at least 12 months. These stores generated average sales of $740,875 for the 12 months ended October 4, 2003, compared to an average of $667,433 in annual sales for fiscal year 2002 for all of our stores, and contributed an average of $91,353 in cash flow per store. In total, for the 12 months ended October 4, 2003, we operated 36 new format stores open for at least 12 months which generated average sales of $889,136 and average cash flow of $131,890 per store. We have identified 200 additional locations for new format stores and plan to open approximately 15 new stores by the end of fiscal year 2004 and an additional 30 to 35 new stores in fiscal year 2005. We also have identified 100 of our current stores for remodeling into new format stores.

•  While we are not currently in negotiations, from time to time, we will explore acquisitions of regional chains or groups of stores. Historically, we have been able to acquire stores at prices below our cost to open new stores. For example, in fiscal year 2002, we spent $1.8 million to acquire 33 former Sam & Libby locations. We spent approximately $360,000 to convert those 33 locations into our formats. The expenditures consisted mainly of minor remodeling, signage, and point of sale equipment and software, and averaged approximately $11,000, excluding inventory, for each location. These costs are considerably below our typical cost to open a new store of $200,000, and accordingly, these stores have had a substantially higher return on invested capital.

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•  Management believes that the operating infrastructure we have in place today is capable of integrating a significant number of new stores with little additional increase in general and administrative expenses. Virtually all of our senior management executives have held similar positions at specialty retail chains of substantially greater size. We believe that our buying teams have sufficient levels of experience to support our expected new store growth. Finally, we believe that our information and logistics systems are scalable to support significant growth.

•  We opened a total of 41 stores in key locations in fiscal year 2002, including the 33 former Sam & Libby stores we acquired. In fiscal year 2003, we opened three new stores.

Expanding Presence of New Format Stores.

•  We are in the process of remodeling existing Bakers stores into our new format design which will provide a consistent look with our newly opened stores. Through January 3, 2004, 32 existing Bakers stores have been remodeled into the new store format. Sales of the remodeled stores where the location has not changed which have been open in the new format for at least 12 months increased 15.1% for fiscal year 2003 over the 12 month period prior to remodeling. In total, for the 12 months ended October 4, 2003, our 36 new format stores which have been open for at least 12 months averaged $889,136 in sales compared to an average of $667,433 in sales for fiscal year 2002 for all of our stores. We believe the new format stores average higher annual sales because they feature a distinctive upscale contemporary format that is attractive to our customers.

•  Construction costs to remodel stores into the new format average approximately $200,000 and the remodeling requires the store be closed for four to five weeks. We plan to remodel existing stores into the new format in locations where we believe the additional investment will produce a higher return on investment than maintaining the current format. We plan to remodel approximately 17 existing stores into the new format during fiscal year 2004 and have identified an additional 80 stores to be upgraded. Typically, our stores are remodeled in connection with a lease renewal. Construction management for the remodeling is provided by third party contractors for fixed fees.

•  In addition to transforming stores into the new concept, we are performing minor remodeling at selected stores. Typically, the minor remodeling is undertaken in conjunction with the signing of a new lease. Construction costs for the minor remodels average $40,000. These stores often generate lower sales volume but a similar return on investment. During fiscal year 2004, we plan to undertake minor remodeling projects at ten of our stores.

Continuously Introducing New Merchandise To Maintain Inventory Freshness.

•  We keep our product mix fresh and on target by constantly testing new fashions and actively monitoring sell-through rates in our stores. Our team of footwear retailers, in-house designers and merchants use their vast industry experience, relationships with agents and branded footwear producers, and their participation in industry trade shows to analyze, interpret and translate fashion trends affecting today’s young women into the footwear and accessory styles they desire.

•  We employ a test and react strategy that constantly updates our product mix while minimizing inventory risk. This strategy is supported by our strong relationships with manufacturers which allow our merchandising and buying teams to negotiate short lead-times, enabling us to test new styles and react quickly to fashion trends and keep fast-moving inventory in stock.

•  To complement the introduction of new merchandise, we view the majority of our styles as “core” fashion styles that carry over for multiple seasons. Our merchants make subtle changes to these styles each season to keep them fresh, while minimizing our fashion risk exposure.

Increasing the Sale of Branded Merchandise.

•  Approximately 17.8% of our net shoe sales for the 43 weeks ended November 1, 2003 consisted of branded footwear, up from 9.3% in fiscal year 2000. Bakers stores began to sell national branded

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	footwear in fiscal year 2000 because we believe that branded merchandise is important to our customers, adds credibility to our stores and drives customer traffic, increasing our overall sales volume and profitability, while reducing our overall exposure to fashion risk.
•	We believe the further penetration of national branded merchandise as a percentage of our product mix will be a key driver of same store sales growth, as it serves to increases customer traffic and customer loyalty in our stores which we believe will also increase the sales of our private label merchandise.

Demographic Trends

      We focus our product offerings to fashion-conscious young women between the ages of 12 and 29. According to the U.S. Census Bureau’s 2000 Census, the 12 to 29 year old female population totaled approximately 34.3 million. This second largest segment of the female population grew at a 2.1% rate in 2000, compared with an average overall population growth rate of 0.9% during this period. Additionally, according to the U.S. Census Bureau’s 2000 Census, median income levels for women reached $27,355, increasing 6.9% from 1993 to 2000, outpacing the 4.4% male median income growth during the same period. Our management believes that these demographic trends will continue to offer us strong market opportunities.

Industry Background

      According to The NPD Group, Inc., the total U.S. retail footwear market generated sales of approximately $40.5 billion in 2002. Women’s footwear is the largest category of the footwear market, comprising 47.4% of total sales or $19.2 billion. In 2002, sales of men’s footwear were $16.5 billion, accounting for 40.7% of the total footwear market. Children’s sales were $4.8 billion in 2002, representing 11.9% of total footwear sales.

      Dress is the largest segment of the footwear market and accounted for nearly two-thirds of women’s purchases and 25.0% of men’s purchases for the 12 months ended July 2002, according to SGMA International. Athletic footwear is the second largest segment and according to NPD, 2002 athletic footwear sales were $15.7 billion. The athletic segment of the footwear industry is led by brands including market-share leaders Nike and Reebok in particular, who together comprised over 40% of total 2002 domestic athletic footwear sales according to Euromonitor. We target the “fashion athletic” product category within the athletic footwear market and do not compete directly with the major athletic retailers. Casual footwear comprises the balance of the footwear market.

Product Development and Merchandising

      Our merchants analyze, interpret and translate current and emerging lifestyle trends into footwear and accessories for our target customers. Our merchants and senior management use various methods to monitor changes in culture and fashion.

      For example, we monitor current music, television, movie and magazine themes as they relate to clothing and footwear styles. Our buyers travel to major domestic and international markets, such as New York, London and Milan, to gain an understanding of fashion trends. We attend major footwear trade shows and analyze various information services which provide broad themes on the direction of fashion and color for upcoming seasons.

      A crucial element of our product development is our test and react strategy, which lowers our inventory risk. We typically buy small quantities of new footwear and deliver merchandise to a cross-section of stores. We closely monitor sell-through rates on test merchandise and, if the tests are successful, quickly re-order product to be distributed to a larger base of stores. Frequently, in as little as a week, we can make initial determinations as to the results of a product test.

      In addition to our test and react strategy, we can also reduce our fashion risk exposure by increasing the national branded component of our merchandise mix. The national brands carried by our stores tend to

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focus on fashion basic merchandise supported by national advertising by the producer of the brand, which helps generate demand from our target customer. We believe we gain substantial brand affinity by carrying these lines. We believe that a customer who enters our store with the intent of shopping for national branded footwear will consider the purchase of our lower price, higher gross margin private label merchandise.

Product Mix

      We sell both casual and dress footwear. Casual footwear include sport shoes, sandals, athletic shoes, outdoor footwear, casual daywear, weekend casual, casual booties and tall-shafted boots. Dress footwear include career footwear, tailored shoes, dress shoes, special occasion shoes and dress booties.

Private Label.

      Our private label merchandise, which comprised 82.2% of our net shoe sales in our stores for fiscal year 2003 through November 1, 2003, is generally sold under the Bakers label and, in some instances, is supplied to us on an exclusive basis. Once our management team has arrived at a consensus on fashion themes for the upcoming season, our buyers translate these themes into our merchandise. We currently have two dress footwear buyers, three casual footwear buyers and two accessory buyers.

      To produce our private label footwear, we generally begin with a shoe that our buying teams have discovered during their travels or that is brought to us by one of our commissioned buying agents. Working with our agents, we develop a prototype shoe, which we refer to as a sample. We control the process by focusing on key color, fabric and pattern selections, and collaborate with our buying agents to establish production deadlines. Once our buyers have approved the sample, our buying agents arrange for the purchase of necessary materials and contract with factories to manufacture the footwear to our specifications.

      We establish manufacturing deadlines in order to ensure a consistent flow of inventory into the stores. Our disciplined product development process has led to a reduction in lead times. Depending upon where the shoes are produced and where the materials are sourced, we can have shoes delivered to our stores in four to eight weeks. For more information, please see “— Sourcing and Distribution.”

      Our success depends upon our customers’ perception of new and fresh merchandise. Our test and react strategy reduces our risk on new styles of footwear. We also reduce our markdown risk by re-interpreting our core product. Approximately one-half of our private label mix is core product, which we define as styles that carry over for multiple seasons. Our buyers make changes to core product which include colors, fabrications and modified styling to create renewed interest among our customers. We also have relationships with some producers of national brands who, from time to time, produce comparable versions of their branded footwear under our private label brands.

      Our information systems are designed to identify trends by item, style, color and/or size. In response, our merchandise team generates a key-item report to more carefully monitor and support sales, including reordering additional units of certain items, if available. Merchandising teams and buyers work together to develop new styles to be presented at monthly product review and selection meetings. These new styles incorporate variations on existing styles in an effort to capitalize further on the more popular silhouettes and heel heights or entirely new styles and fabrications that respond to emerging trends or customer preferences.

National Brands.

      In 2000, our Bakers stores began to carry nationally recognized branded merchandise which we believe increases the attractiveness of our product offering to our target customers. Our branded shoe sales comprised approximately 9.3% of net shoe sales in fiscal year 2000, 13.6% in fiscal year 2001, 19.0% in fiscal year 2002, and 17.8% for fiscal year 2003 through November 1, 2003. We believe that branded merchandise is important to our customers, adds credibility to our stores and drives customer traffic

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resulting in increased customer loyalty and sales. Important national brands in our stores include Skechers®, Guess Sport®, Steve Madden®, Deisel®, Bebe®and Chinese Laundry®. We believe offering nationally recognized brands is a key element to attracting appearance conscious young women. We believe it is strategically important to increase the branded component of our merchandise mix, which should drive comparable store sales. Branded merchandise sells at a higher price point than our private label merchandise. As a result, despite a lower gross margin percentage, branded merchandise generates greater gross profits per pair and leverages our relatively fixed operating costs.

Accessories.

      Our accessories include handbags, jewelry, sunglasses, ear clips and earrings, hosiery, scarves and other items. Our accessory products allow us to offer the convenience of one-stop shopping to our customers, enabling them to complement their seasonal ready-to-wear clothing with color coordinated footwear and accessories. Accessories add to our overall sales and typically generate higher gross margins than our footwear. Our average selling price for handbags is $15, and for all accessories, excluding handbags, the average selling price is $5.

Merchandise Mix.

      The following table illustrates net sales by merchandise category as a percentage of our total net sales for fiscal years 2000, 2001 and 2002 and the 43 weeks ended November 1, 2003:

		Fiscal Year
Category		2000		2001		2002		2003YTD
Private Label Footwear			84.5%		79.6%		73.0%		74.4%
Branded Footwear			8.7%		12.5%		17.2%		16.1%
Accessories			6.8%		7.9%		9.8%		9.5%
	Total		100.0%		100.0%		100.0%		100.0%

Planning And Allocation.

      We have developed a micro-merchandising strategy for each of our Bakers stores through market research and sales experience. We maintain the level and type of styles demanded by subsets of our target customers. We have categorized each of our Bakers stores as being predominantly a mainstream, fashion or urban location, and if appropriate we identify subcategories for certain stores. We have implemented a similar micro-merchandising strategy for our Wild Pair stores.

      Our micro-merchandising strategy of classifying multiple stores and merchandising them similarly based upon customer demographics enables our merchants to provide an appropriate merchandise mix in order to meet that particular store’s customers’ casual, weekend/club, career and special occasion needs. In determining the appropriate merchandise mix and inventory levels for a particular store, among other factors, for a particular store’s profile, we consider:

•  selling history;

•  importance of branded footwear;

•  importance of accessories;

•  importance of aggressive fashion;

•  the stock capacity of the store; and

•  sizing trends and color preferences.

      Our merchandising plan includes sales, inventory and profitability targets for each product classification. This plan is reconciled with our store sales plan, a compilation of individual store sales

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projections that is developed biannually, but reforecasted monthly. We also update the merchandising plan on a monthly basis to reflect current sales and inventory trends. The plan is then distributed throughout the merchandising department, which analyzes trends on a weekly, and sometimes daily, basis. We use the reforecasted merchandising plan to adjust production orders as needed to meet inventory and sales targets. This process keeps tight control over our inventory levels and reduces markdowns.

      Our buyers typically merchandise 60 to 90 days in advance of anticipated delivery. Frequently, we order merchandise 30 to 60 days in advance of delivery. This strategy allows us to react to both the positive and negative trends and customer preferences identified through our information systems and other tracking procedures. Through this purchasing strategy, we can take advantage of positive trends by quickly replenishing our inventory of popular products. This strategy also reduces our exposure to risk because we are less likely to be overstocked with less desirable items. During the recent challenging retail environment, we reacted quickly to declining sales trends by reducing purchases and keeping inventories in line to avoid excessive markdowns.

Clearance.

      We utilize rigorous clearance and markdown procedures to reduce our inventory of slower moving styles. Our management carefully monitors pricing and markdowns to facilitate the introduction of new merchandise and to maintain the freshness of our fashion image.

      We have five clearance sales each year, which coincide with the end of a particular selling season. For more information regarding our selling seasons, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Seasonality and Quarterly Fluctuations.” During a clearance sale, we instruct our stores systematically to lower the price of the items, and if not sold, to ship them to 10 to 12 of our stores which have special clearance sections. We believe that our test and react strategy and our careful monitoring of inventories and consumer buying trends help us to minimize sales at clearance prices.

Stores

Store Locations And Environment.

      Our stores are designed to attract customers who are intrigued by a young and contemporary lifestyle and to create an inviting, exciting atmosphere in which it is fun for them to shop in locations where they want to shop. Our stores average approximately 2,400 square feet and are primarily located in regional shopping malls. Seven of our stores, which are located in dense urban markets such as New York City and Chicago, have freestanding street locations.

      Our stores are designed to create a clean, upscale boutique environment, featuring contemporary finishings and sophisticated details. Glass exteriors allow passersby to see easily into the store from the high visibility, high traffic locations in the malls where we have located most of our stores. The open floor design allows customers to readily view the majority of the merchandise on display while store fixtures allow for the efficient display of accessories.

      Every three weeks, we provide the stores with specific merchandise display directions from the corporate office. Our in-store product presentation utilizes a variety of different fixtures to highlight the breadth of our product line. Various fashion themes are displayed throughout the store utilizing combinations of styles and colors.

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      Following is a list of our stores by state as of January 3, 2004:

State	No. Stores
Alabama		1
Arizona		2
Arkansas		1
California		31
Colorado		4
Connecticut		2
Delaware		1
Florida		18
Georgia		15
Idaho		1
Illinois		17
Indiana		5
Kansas		2
Louisiana		5
Maryland		5
Massachusetts		4
Michigan		8
Minnesota		2
Mississippi		1
Missouri		7
Nebraska		2
Nevada		4
New Jersey		9
New Mexico		1
New York		17
North Carolina		2
Ohio		5
Oklahoma		2
Pennsylvania		8
Rhode Island		1
South Carolina		1
Texas		17
Utah		4
Virginia		4
Washington		3
Wisconsin		3
Total Stores		215	*
Total States		36

*  Excludes our Internet site which is merchandised as a Bakers store.

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Store Concepts.

      We operate our stores under two different concepts, Bakers and Wild Pair. As of January 3, 2004, 185 of our stores were Bakers stores and 30 of our stores were Wild Pair stores.

Bakers

      Our Bakers stores focus on widely-accepted, mainstream fashion and provide a fun, high-energy shopping environment geared towards young women between the ages of 12 and 29. Bakers stores are generally mall-based and in fiscal year 2002 averaged approximately 2,500 square feet and approximately $665,000 in net sales.

Wild Pair

      Our Wild Pair stores feature fashion-forward merchandise for hip young women and men between the ages of 17 and 24 and are becoming recognized for reflecting the attitude and lifestyle of this demographic niche. The Wild Pair customer demands edgier, faster fashion that exists further towards the “leading edge” than does the typical Bakers customer, which allows us to better monitor the direction of the fashion-forward look that our Bakers customer will be seeking. To match the attitude of our Wild Pair merchandise, we have created a “club” atmosphere and a fast, fun environment within our Wild Pair stores.

      Wild Pair stores carry a higher proportion of branded merchandise, which generally sells at higher price points than our Bakers footwear. Wild Pair stores are mall-based and in fiscal year 2002 averaged approximately 1,800 square feet and approximately $685,000 in net sales, resulting in higher sales dollars per square foot than our Bakers stores.

      The following table compares our Bakers and Wild Pair formats:

	Bakers	Wild Pair
Target customer:	Women — ages 12-29	Men & women — ages 17-24
% Private-label footwear net shoe sales (fiscal year 2002):	87.7%	38.9%
% Branded footwear net shoe sales (fiscal year 2002):	12.3%	61.1%
Key brands:	Skechers®, Guess Sport®, Steve Madden®, Bebe®, Diesel® and Chinese Laundry®	Steve Madden®, Steve Madden Men’s®, Guess Sport®, Skechers®, Candies®, Chinese Laundry®, Diesel Women’s®, Diesel Men’s®, Luichiny®, Rocket Dog®, Volatile®, Perry Ellis Men’s® and Puma®
Fashion content:	Widely-accepted	Edgy, lifestyle-based
Number of stores:	185	30
Approximate Average size:	2,500 square feet	1,800 square feet
Approximate average net sales (fiscal year 2002):	$665,000	$685,000

New Stores.

      Our new store strategy is two pronged: opening newly designed stores and converting existing shoe stores. Since the beginning of fiscal year 2001, we opened 11 new format stores, which entailed all new construction. The average new format store size was approximately 2,135 square feet, and new format store construction costs, net of tenant allowances, averaged $176,518. In the same time period, we opened 41 converted shoe stores, which allowed us to capitalize on existing store infrastructures. Our converted stores typically require $40,000 in capital investment. Construction management for both new design and

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remodeled stores is provided by a third party who works for a fixed fee. For either type of store, the average gross inventory investment was approximately $70,000 during fiscal years 2002 and 2003, while pre-opening costs, which are expensed as incurred, were estimated at approximately $6,000 per store. Our stores typically have achieved profitability at the store operating level within the first quarter of operation. We expect our newly designed stores to produce higher sales than our current stores. Our converted stores are expected to generate less sales, but to produce a similar or higher return on investment because of the lower capital requirement.

      In addition to new store openings, we generally are required by our lease agreements to remodel each store upon lease renewal. Remodeling the average existing store into the new format typically costs approximately $200,000. For stores which do not warrant this level of investment, the costs to remodel are approximately $40,000.

Store Economics.

      Our new stores generate attractive returns. For the 12 months ended October 4, 2003, the nine stores in our new format that have been open for at least 12 months generated an average of $740,875 in sales and contributed an average of $91,353 in store contribution cash flow, for a cash return on fixed asset investment of 50%. We calculate cash return on investment as annual store level cash flow divided by net store investment, excluding inventory. We typically invest approximately $200,000 in new store construction costs.

      Our stores have proven able to operate profitably in a wide range of mall classifications. We principally open our new stores in malls that are considered “A” and “B” locations. However, some of our stores are located in malls that are less attractive and do not warrant the investment required to fully remodel a store at its lease renewal. However, we will continue to operate these stores as long as they meet profitability requirements. In addition, these stores are valuable in maintaining strong relationships with our national landlords. Many of these stores are larger in size than our newly designed stores, but have significantly lower per square foot occupancy costs.

      During our transition from Weiss and Neuman to Bakers, we closed a significant number of stores that were either underperforming or did not meet our strategy. We closed 40 stores in fiscal year 2000, 21 in fiscal year 2001, and 10 in fiscal year 2002. We closed 21 stores in fiscal year 2003, primarily due to a lack of profitability.

Store Operations.

      Our store operations are organized into two divisions, east and west, which are subdivided into 15 regions. Each region is managed by a regional manager, who is typically responsible for 12 to 16 stores. Each store is typically staffed with a manager and an assistant manager, in addition to approximately five sales associates. In the aggregate, stores average 167 employee hours per week. In some markets where stores are more closely located, one of the store managers may also act as an area manager for the stores in that area, assisting the regional manager for those stores.

      Our regional managers are primarily responsible for the operation and results of the stores in their region, including the hiring or promotion of store managers. We develop new store managers by promoting from within and selectively hiring from other retail organizations. Our store managers are primarily responsible for sales results, customer service training, hiring of store level staff, payroll control and shortage control. Merchandise selections, inventory management and visual merchandising strategies for each store are largely determined at the corporate level and are communicated by email to the stores generally on a weekly basis.

      Our commitment to customer satisfaction and service is an integral part of building customer loyalty. We seek to instill enthusiasm and dedication in our store management personnel and sales associates through incentive programs and regular communication with the stores. Sales associates receive commissions on sales with a guaranteed minimum hourly compensation. From time to time, we run sales

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contests to encourage our sales associates to maximize sales volume. Store managers receive base compensation plus incentive compensation based on sales and inventory control. Regional and area managers receive base compensation plus incentive compensation based on meeting profitability benchmarks. Each of our managers carefully controls the payroll hours used each week in conjunction with a budget provided by the regional manager.

      We have well-established store operating policies and procedures and use an in-store training regimen for all new store employees. On a regular basis, our merchandising staff provides the stores with merchandise presentation instructions, which include diagrams and photographs of fixture presentations. In addition, our internal newsletter provides product descriptions, sales histories and other milestone information to sales associates to enable them to gain familiarity with our product offerings and our business. We offer our sales associates a discount on our merchandise to encourage them to wear our merchandise and to reflect our lifestyle image both on and off the selling floor.

      On a quarterly basis, our regional managers are responsible for completing a loss prevention program in each of our stores. Our loss prevention efforts include monitoring returns, voided transactions, employee sales and deposits, as well as educating our store personnel on loss prevention. We monitor inventory through electronic receipt acknowledgment to better monitor loss prevention factors, which allows us to identify variances and further to reduce our losses due to damage, theft or other reasons. Since these systems were implemented, our shrinkage has dropped significantly. In addition to these internal control measures, we commission an independent loss prevention audit twice per year.

Sourcing and Distribution

      We source each of our private label product lines separately based on the individual design, styling and quality specifications of those products. We do not own or operate any manufacturing facilities and rely primarily on third party foreign manufacturers in China, Brazil, Italy, Spain, and other countries, for the production of our private label merchandise. For the 12 months ended February 1, 2003, approximately 68.1% of our private label footwear units were manufactured in China. For fiscal year 2002, the top five commissioned buying agents of our products accounted for approximately 38% of total purchases, with one buying agent accounting for approximately 18% of total purchases.

      We believe that this sourcing of footwear products and our short lead times minimize our working capital investment and inventory risk, and enable efficient and timely introduction of new product designs. Although we have not entered into any long-term manufacturing or supply contracts, we believe that a sufficient number of alternative sources exist for the manufacture of our products. The principal materials used in the manufacture of our footwear and accessory merchandise are available from any number of domestic or international sources.

      Management, or its agents, performs an array of quality control inspection procedures at stages in the production process, including examination and testing of:

•  prototypes of key products prior to manufacture;

•  samples and materials prior to production; and

•  final products prior to shipment.

      All of the merchandise for our stores is initially received, inspected, processed and distributed through one of our two distribution centers, each of which is part of a third-party warehousing system. Merchandise that is manufactured in Asia is delivered to our west coast distribution center in Los Angeles, California, and merchandise that is manufactured elsewhere in the world is delivered to our east coast distribution center located near Philadelphia, Pennsylvania. In accordance with our micro-merchandising strategy, our allocation teams determine how the product should be distributed among the stores based on current inventory levels, sales trends, specific product characteristics and the buyers’ input. Merchandise typically is shipped to the stores as soon as possible after receipt in our distribution center using third party

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carriers, and any goods not shipped to stores are stored in warehouse space in Sikeston, Missouri, for replenishment purposes.

Information Systems and Technology

      Our information systems integrate our individual stores, merchandising, distribution and financial systems. Daily sales and cash deposit information is electronically collected from the stores’ point of sale terminals nightly. This allows management to make timely decisions in response to market conditions. These include decisions about pricing, markdowns, reorders and inventory management.

      Currently, our focus is the further integration of our planning, purchasing and point of sale systems. We have recently completed the transition to a new point of sale system and implemented Arthur Allocation and MarketMax assortment planning. These new systems allow us to better execute our micro-merchandising strategy through more efficient management and allocation of our store inventories to reduce further our response times in reaction to fashion trends. In addition, these systems also allow us to identify and reduce our losses due to damage, theft or other reasons, and to improve monitoring of employee productivity.

Marketing through In-Store Advertising

      Our marketing consists primarily of an in-store, high-impact, visual advertising campaign. Marketing materials are particularly positioned to exploit our high visibility, high traffic mall locations. Banners in our windows and signage on our walls and tables may highlight a particular fashion story, a seasonal theme or a featured piece of merchandise. We utilize promotional giveaways or promotional event marketing.

      To cultivate brand loyalty, we successfully introduced our Bakers Frequent Buying Card program nationwide in late 2001. For fiscal year 2003 through October 31, 2003, we sold 54,930 of our Bakers Frequent Buyer Cards compared to 46,328 for fiscal year 2002, an increase of 18.6%. This program allows our customers to purchase a plastic, bar-coded card bearing our logo in order to obtain a discount on all future purchases in our stores until the expiration of the card. We believe that this program has improved customer loyalty.

Competition

      We believe that our Bakers stores have no direct national competitors who specialize in full-service, moderate-priced fashion footwear for young women. Yet, the footwear and accessories retail industry is highly competitive and characterized by low barriers to entry.

      Competitive factors in our industry include:

•  brand name recognition;

•  product styling;

•  product quality;

•  product presentation;

•  product pricing;

•  store ambiance;

•  customer service; and

•  convenience.

      We believe that we match or surpass our competitors on the competitive factors that matter most to our target customer. We offer the convenience of being located in high-traffic, high visibility locations within the shopping malls in which our customer prefers to shop. We have a focused strategy on our target customer that offers her the fun store atmosphere, full service and style that she desires.

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      Several types of competitors vie for our target customer:

•  department stores (such as Bloomingdale’s, Dillard’s, Macy’s and May Department Stores);

•  national branded wholesalers (such as Candie’s, Nine West, Steve Madden and Vans);

•  national branded off-price retailers (such as DSW, Rack Room and Shoe Carnival);

•  national specialty retailers (such as Finish Line, Journey’s, Naturalizer, Aldo’s and Parade of Shoes);

•  regional chains (such as Cathy Jean and Sheik);

•  discount stores (such as K-Mart, Target and Wal-Mart); and, to a lesser extent,

•  apparel retailers (such as bebe, Charlotte Russe, Express, Rampage and Wet Seal).

      Department stores generally are not located within the interior of the mall where our target customer prefers to shop with her friends. National branded wholesalers generally have a narrower line of footwear with higher average price points and target a more narrowly focused customer. Specialty retailers also cater to a different demographic than our target customer. Regional chains generally do not offer the depth of private label merchandise that we offer. National branded off-price retailers and discount stores do not provide the same level of fashion or customer service. Apparel retailers, if they sell shoes or accessories, generally offer a narrow line of styles, which can encourage a customer to come to our store to purchase shoes or accessories to complement her new outfit. Our competitors sell a broad assortment of footwear and accessories that are similar and sometimes identical to those we sell, and at times may be able to provide comparable merchandise at lower prices. While each of these different distribution channels may be able to compete with us on fashion, value or service, we believe that none of them can successfully match or surpass us on all three of these elements.

      Our Wild Pair stores compete on most of the same factors as Bakers. However, due to Wild Pair’s market position, it is subject to more intense competition from national specialty retailers and national branded wholesalers.

History of Bakers Shoe Stores

      Under Edison Brothers, the first Bakers shoe store opened in Atlanta, Georgia, in 1924. Bakers grew to be one of the nation’s largest women’s moderately priced specialty fashion footwear retailer. At its peak in 1988, Bakers had grown to approximately 600 stores. At that time, it was one of several footwear, apparel and entertainment retail specialty chains that were owned and operated by Edison Brothers, which in 1995 had over 2,500 stores in the United States, Puerto Rico, the Virgin Islands, Mexico and Canada. Edison Brothers filed a petition for reorganization under Chapter 11 of the United States Bankruptcy Code on November 3, 1995. After an unsuccessful reorganization, Edison Brothers refiled for bankruptcy on March 9, 1999, and immediately commenced a liquidation of all its assets. In June 1999, we purchased selected assets of the Bakers and Wild Pair chains, approximately 200 store locations, from Edison Brothers Stores, Inc., the debtor-in-possession.

Employees

      As of November 8, 2003, we employed approximately 587 full-time and 1,646 part-time employees. We employ approximately 104 of our employees in general administrative functions at our corporate offices and warehouse, and 2,129 at our store locations. The number of part-time employees fluctuates depending on our seasonal needs. None of our employees are represented by a labor union, and we believe our relationship with our employees is good.

Properties

      We lease all of our store locations. Most of our leases have an initial term of at least ten years. A number of our leases provide a lease termination option in specified years of the lease if we do not meet

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certain sales levels. In addition, leases for locations typically require us to pay property taxes, utilities, repairs, maintenance, common area maintenance and, in some instances, merchant association fees. Some of our leases also require contingent rent based on sales.

      We lease approximately 38,000 square feet for our headquarters, located at 2815 Scott Avenue, St. Louis, Missouri 63103. The lease has approximately three years remaining, which we can extend for an additional five years. We also operate an accessory and supply warehouse at 1209 Washington Avenue in St. Louis that occupies approximately 60,000 square feet and operates under the terms of a lease with four years remaining.

Intellectual Property and Proprietary Rights

      We acquired the right and title to several trademarks in connection with the Bakers acquisition, including our trademarks Bakers^TM and Wild Pair®. In addition, we currently have several applications pending with the United States Patent and Trademark Office for additional registrations. For more information on our trademarks, please see “Risk Factors — Our ability to expand into some territorial and foreign jurisdictions under the trademarks ‘Bakers’ and ‘Wild Pair’ is restricted” and “Risk Factors — Our failure to register, renew or otherwise protect our trademarks could have a negative impact on the value of our brand names.”

Legal Proceedings

      From time to time we are involved in ordinary routine litigation common to companies engaged in our line of business. Currently, we are not involved in any material pending legal proceedings.

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MANAGEMENT

Executive Officers and Directors

      Certain information concerning the executive officers and directors of Bakers is set forth below:

Name	Age		Positions Held
Peter A. Edison		48	Chairman of the Board and Chief Executive Officer
Michele A. Bergerac		47	President and Director Nominee
Mark D. Ianni		43	Executive Vice President — General Merchandise Manager
Lawrence L. Spanley, Jr.		57	Chief Financial Officer, Treasurer and Secretary
Stanley K. Tusman		56	Executive Vice President — Inventory and Information Management
Joseph R. Vander Pluym		52	Executive Vice President — Stores
Andrew N. Baur		59	Director Nominee
Timothy F. Finley		60	Director Nominee
Harry E. Rich		63	Director Nominee
Scott C. Schnuck		53	Director Nominee

      Peter A. Edison has over 26 years of experience in the fashion and apparel industry. Between 1986 and 1997, Mr. Edison served as director and as an officer in various divisions of Edison Brothers Stores, Inc., including serving as the Director of Corporate Development for Edison Brothers, President of Edison Big & Tall, and as President of Chandlers/ Sacha of London. He also served as Director of Marketing and Merchandise Controller, and in other capacities, for Edison Shoe Division. Mr. Edison received his M.B.A. in 1981 from Harvard Business School, and currently serves chairman of the board of directors of Dave & Busters, Inc. He has served as our Chairman of the Board and Chief Executive Officer since October 1997.

      Michele A. Bergerac has over 26 years of experience in the junior and contemporary women’s shoe business including a 17-year career in various divisions of the May Company and five years with Bakers. Ms. Bergerac started at Abraham & Straus as an Assistant Buyer. Her buying and merchandising career with the May Company included positions at G. Fox, May Corporate, May Company California and Foley’s, where she was the Vice President of Footwear, prior to being hired by Edison Brothers as President of Edison Footwear Group in 1998. Ms. Bergerac has served as our President since June 1999.

      Mark D. Ianni has over 23 combined years with Edison Brothers and Bakers as an experienced first-cost buyer, having held various positions, including Merchandiser, Associate Buyer, Senior Dress Shoe Buyer, Tailored Shoe Buyer and Divisional Merchandise Manager of Dress Shoes prior to his current position of General Merchandise Manager. Mr. Ianni has served as our Executive Vice President — General Merchandise Manager since June 1999.

      Lawrence L. Spanley, Jr. has over 30 years of retail accounting and finance experience. Mr. Spanley spent much of his career at Senack Shoes, a division of Interco. Since 1994, Mr. Spanley has served as either our Chief Financial Officer or our Vice President — Finance.

      Stanley K. Tusman has over 30 years of financial analysis and business experience. Mr. Tusman served as the Vice President — Director of Planning & Allocation for the 500-store Edison Footwear Group, the Vice President of Retail Systems Integration for the 500-store Genesco Retail, Director of Merchandising, Planning and Logistics for the 180-store Journey’s and the Executive Director of Financial Planning for the 400-store Claire’s Boutiques chains. Mr. Tusman has served as our Executive Vice President — Inventory and Information Management since June 1999.

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      Joseph R. Vander Pluym is a 29-year veteran of store operations with a track record of building and motivating high energy, high service field organizations. Mr. Vander Pluym spent 20 years at the 700-store Merry Go Round chain, where he served as Executive Vice President of Stores for Merry Go Round and Boogie’s Diner Stores. He served as Vice President of Stores for Edison Footwear Group for two years and as Vice President of Stores for Lucky Brand Apparel Stores for approximately six months prior to joining Bakers. Mr. Vander Pluym has served as either our Vice President — Stores or our Executive Vice President — Stores since June 1999.

      Edison Brothers Stores, Inc. filed a petition for reorganization under Chapter 11 of the United States Bankruptcy Code on November 3, 1995. After an unsuccessful reorganization, Edison Brothers refiled for bankruptcy on March 9, 1999 and immediately commenced a liquidation of all its assets.

      The following individuals, along with Ms. Bergerac discussed above, have been nominated to serve on our board of directors. All of the following director nominees have been determined to be independent under the Nasdaq National Market rules by our current board of directors. The independent directors will hold regularly scheduled meetings at which only the independent directors will be present.

      Andrew N. Baur has served as a member of the board of directors of Marshall & Ilsley Corporation since October 2002 and as Chairman of the Board of Southwest Bank of St. Louis, a wholly-owned subsidiary of Marshall & Ilsley Corporation, and formerly of Mississippi Valley Bancshares, Inc. since 1984. Mr. Baur previously served as Chairman of the Board and Chief Executive Officer of Mississippi Valley Bancshares, Inc., a bank holding company, which Marshall & Ilsley acquired in 2002.

      Timothy F. Finley was Chairman of the Board and Chief Executive Officer of Jos. A. Bank Clothiers, Inc., a clothing retailer, from 1990 until his retirement in 1999. Mr. Finley is also a director of Cole National Corporation. Cole National Corporation is a provider of vision care products, services and programs and personalized gifts through over 2,900 retail locations which include Pearle Vision, Sears Optical and Things Remembered.

      Harry E. Rich has been Chief Financial Officer of the St. Louis Public School Board since November 2003. Mr. Rich served as Executive Vice President and Managing Director of Crown Capital Corporation, a boutique financial advisory firm, from 2001 until October 2003. Mr. Rich was Executive Vice President, Chief Financial Officer and a director of Brown Shoe Co., a $1.6 billion global footwear company, from 1983 until January 2000. He currently serves on the Board of Directors of Midwest Bank Centre, Inc.

      Scott C. Schnuck is one of eight owners of Schnuck Markets, Inc., his family’s business. Mr. Schnuck joined his family’s business in September 1975 and became President and Chief Operating Officer in June 1991. Prior to his current positions, Mr. Schnuck served as Senior Vice President of Supermarkets and as Vice President of Marketing. In addition to his positions with Schnuck Markets, Inc., Mr. Schnuck has served as Vice President of various real estate partnerships, First Vice President of the Missouri Botanical Garden, and past Chairman of Junior Achievement of Mississippi Valley. Mr. Schnuck has also served as Treasurer of St. Louis Children’s Hospital.

      We will appoint these new directors to fill the vacancies created by the amendment to our articles of incorporation and bylaws to take effect upon the completion of this offering. The appointed directors will serve until their election or until their successors are elected at the next annual meeting of shareholders, which is scheduled for June 2004. For more information, please see “Recent Corporate Action.”

Committees of the Board of Directors

      Upon completion of this offering, our board of directors will establish an audit committee, compensation committee and a nominating and corporate governance committee. We believe that the planned composition of these committees meets the criteria for independence under, and the functioning of these committees will comply with the applicable requirements of, the Sarbanes-Oxley Act of 2002, the current rules of the Nasdaq National Market and Securities and Exchange Commission rules and regulations. We intend to comply with future requirements for these committees as they become applicable to us.

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Audit Committee.

      Upon completion of this offering, our audit committee will consist of Andrew N. Baur, Harry E. Rich and Timothy F. Finley, all of whom will qualify as “independent directors” and as audit committee members under the Nasdaq National Market rules. Mr. Rich will serve as chairman of the audit committee and has been determined to be an audit committee financial expert as defined in Item 401 of Regulation S-K. We believe that each of our audit committee members is financially sophisticated and able to read and understand our financial statements. The audit committee will be governed by a written charter which must be reviewed, and amended if necessary, on an annual basis. Under the proposed charter, our audit committee will be solely responsible for appointing and reviewing fee arrangements with our independent accountants, and approving any non-audit services by our independent accountants. Our audit committee will review and monitor our internal accounting procedures and review the scope and results of the annual audit and other services provided by our independent accountants. Our audit committee will have the authority to engage independent counsel and other advisors as it deems necessary to carry out its duties. The audit committee will also be responsible for overseeing our compliance with legal and regulatory requirements, including our disclosure controls and procedures, and for reviewing potential conflict of interest situations, including transactions with related parties. In addition, our audit committee will be responsible for establishing procedures for handling any complaints we receive regarding accounting, internal accounting controls, or auditing matters, as well as any confidential, anonymous submissions by any of our employees regarding concerns about questionable accounting or auditing matters. We will provide appropriate funding, as determined by our audit committee, for payment of compensation to our independent accountants, any advisors it employs and other expenses of the committee.

Compensation Committee.

      Upon completion of this offering, our compensation committee will consist of Andrew N. Baur, Timothy F. Finley and Scott C. Schnuck each of whom will qualify as “independent directors” under the Nasdaq National Market rules and as “outside directors” under the Internal Revenue Code of 1986. Mr. Baur will serve as chairman of the compensation committee. The compensation committee will be responsible for making decisions, or making recommendations to the entire board of directors, regarding compensation arrangements for our executive officers, including annual bonus compensation, and evaluating the performance and compensation of our executive officers in light of our corporate goals and objectives. Our compensation committee will consult with our management regarding compensation policies and practices and will be responsible for administering any employee benefit plans and/or equity compensation plans that we may adopt. The compensation committee will also make recommendations to our board of directors concerning the adoption of any compensation plans in which management is eligible to participate, including the granting of stock options or other benefits under those plans.

Nominating and Corporate Governance Committee.

      Upon completion of this offering, our nominating and corporate governance committee will consist of Scott C. Schnuck, Andrew N. Baur and Harry E. Rich. Mr. Schnuck will serve as chairman of the nominating and corporate governance committee. Our board of directors will adopt a nominating and corporate governance committee charter which will address the nominations process and other related matters as may be required by Federal law. In accordance with that charter, the committee will be responsible for making recommendations to our board of directors concerning nominations to the board, including nominations to fill a vacancy (including a vacancy created by an increase in the board of directors). The nominating and corporate governance committee will also consider nominees for directors nominated by shareholders upon submission in writing to our corporate secretary of the names of such nominees in accordance with our bylaws. This committee will also be charged with shaping corporate governance policies and codes of ethical and legal conduct, and monitoring compliance with such policies.

      We have granted to Ryan Beck, for a period of five years after the effective date of the registration statement of which this prospectus is part, the right to designate for election to our board of directors, and

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to solicit proxies in support of, one person. If Ryan Beck were to elect not to exercise this right or if its designee were not elected or was unable to serve, it would have the option to designate an observer to attend meetings of our board. We have agreed to reimburse Ryan Beck for its designee’s associated expenses. To date, Ryan Beck has not exercised its right to designate and we are not aware of any intention to do so.

Directors’ and Officers’ Terms and Directors’ Fees

      Upon completion of this offering, our board of directors will consist of six members. During the last three fiscal years, no directors’ fees were paid. Following this offering, our directors will be elected annually, and non-management directors, including the non-management directors appointed prior to the completion of this offering, will receive an annual retainer of $12,000, plus $1,000 per meeting attended, including committee meetings and meetings of the independent directors, and an initial grant of options to purchase 5,000 shares of our common stock at an exercise price equal to the offering price. Chairs of each of the audit, compensation and nominating and corporate governance committees also will receive an additional $3,000 annually. Each of the executive officers serves at the pleasure of our board of directors.

Limitations on Directors’ Liability and Indemnification

      Under the terms of our bylaws, we must indemnify our directors against any and all

•  expenses (including attorneys’ fees),

•  judgments,

•  fines, and

•  amounts paid in settlement,

which are reasonably incurred in any legal proceeding because of their service to us. Under our bylaws, we are permitted to provide similar indemnification to our officers, employees and agents.

      In addition, our articles of incorporation and our bylaws provide that the liability of our directors to us or any of our shareholders for monetary damages for breach of fiduciary duties as a director shall be limited to the fullest extent permitted by Missouri law. Any change to our articles of incorporation or our bylaws affecting this limitation on liability shall not apply to actions taken or omissions made before the change.

      We must also indemnify persons serving at our request as directors, officers and employees of any of our subsidiaries or of other corporations. However, we are not required to indemnify for conduct that is determined by a court to have been knowingly fraudulent, deliberately dishonest or willful misconduct or, in the case of an action by or in the right of Bakers, if the conduct is determined by a court to be negligent or misconduct in the performance of a duty, unless the court also determines that the director is entitled to indemnification.

      We also intend, but are under no obligation, to enter into indemnification agreements with our directors. Under those agreements, we expect to be required to indemnify them to the same extent authorized by our bylaws and, furthermore, to the fullest extent authorized or permitted by Missouri law. At this time, the indemnification permitted by Missouri law is not more extensive than that required by our articles or bylaws. No indemnification will be paid under the indemnification agreements relating to various customary exclusions, including the following:

•  if it is finally determined by a court that the indemnification would be unlawful,

•  on account of any lawsuit to recover profits made by any director in violation of Section 16(b) of the Securities Exchange Act, or

•  if the conduct of the director is determined by a court to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

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      Our bylaws provide that we will advance the director his or her expenses in defending against any lawsuit, and that the director must reimburse us for those expenses if a court ultimately decides that he or she was not entitled to indemnification.

      We will also have directors’ and officers’ insurance which will protect each officer and director from liability for actions taken in his or her capacity as an officer or director. This insurance may provide broader coverage than the protections afforded to the officers and directors by our articles of incorporation, bylaws and indemnification agreements. An officer or director will not be entitled to indemnification from us unless this insurance coverage does not cover all of his or her expenses and liabilities.

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling Bakers pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Executive Compensation

Summary Compensation Table

      The following table sets forth certain information with respect to the compensation paid or awarded by us to our chief executive officer, Mr. Peter Edison, and the four other executive officers, the “named executive officers,” whose cash compensation exceeded $100,000 in all capacities for our last three fiscal years:

				Annual Compensation						Long-Term Compensation
										Awards				Payouts
										Restricted		Securities
								Other Annual		Stock		Underlying		LTIP		All Other
		Fiscal		Salary		Bonus		Compensation		Awards		Options		Payouts		Compensation
Name and Principal Position		Year		($)		($)(1)		($)(2)		($)		(#)		($)		($)(3)
Peter A. Edison			2003		290,000				—		—		—		—		—
	Chairman of the Board and		2002		282,596		—		—		—		—		—		—
	Chief Executive Officer		2001		259,285		187,425		—		—		—		—		914
Michele A. Bergerac			2003		290,000				—		—		—		—		—
	President and Director		2002		282,596		—		—		—		—		—		—
	Nominee		2001		259,285		187,425		—		—		—		—		1,575
Stanley K. Tusman			2003		215,000				—		—		—		—		4,951
	Executive Vice President —		2002		215,000		—		—		—		—		—		4,951
	Inventory and Information		2001		187,500		125,063		—		—		—		—		6,526
	Management
Mark D. Ianni			2003		205,000				—		—		—		—		—
	Executive Vice President —		2002		200,962		—		—		—		—		—		—
	General Merchandise Manager		2001		180,769		126,730		—		—		—		—		1,520
Joseph R. Vander Pluym			2003		190,000				—		—		—		—		—
	Executive Vice President —		2002		185,962		—		—		—		—		—		—
	Stores		2001		175,000		58,275		—		—		—		—		1,395

(1)

Reflects bonuses earned in fiscal year 2001. No bonuses were earned for fiscal year 2002. Bonuses for fiscal year 2003 have not yet been determined. We expect bonuses, if any, to be determined in mid-February. Bonuses for each of Mr. Edison, Ms. Bergerac and Messrs. Tusman, Ianni and Vander Pluym are derived from a formula based on “pre-tax profit.” For this purpose pre-tax profit means net income plus depreciation expense, state income tax expense and bonuses, as adjusted in the discretion of the board of directors. For any bonuses to be paid, pre-tax profit (as defined above) must be at least $4 million. The potential bonus for fiscal year 2003 ranges between 5% of salary and 114.3% of salary depending on the level of pre-tax profit. Letters setting forth the bonus criteria for these individuals have been filed as exhibits to the registration statement of which this prospectus is a part.

(2)

Applicable regulations set reporting thresholds for certain non-cash compensation if the aggregate amount is in excess of the lesser of $50,000 or 10% of the total annual salary and bonus reported for

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	the named executive officers. The dollar value of this non-cash consideration for each named executive officer was less than the established reporting thresholds.
(3)	Consists of employer contributions to our 401(k) plan, except that in the case of Mr. Tusman the amounts also include $4,951 relating to premiums paid on a life insurance policy solely for the benefit of Mr. Tusman.

Option/ SAR Grants in Last Fiscal Year

      There were no individual grants of stock options to the named executive officers during fiscal year 2003.

Option Exercises

      The following table sets forth information regarding aggregate option exercises during fiscal year 2003 and the number and value of exercisable and unexercisable options to purchase our common stock held by the named executive officers as of January 3, 2004. None of the named executive officers exercised any of our stock options during fiscal year 2003.

Aggregated Option Exercises in Last Fiscal Year and

Fiscal Year-End Option Values

	Shares				Number of Securities
	Acquired on		Value		Underlying Unexercised				Value of Unexercised
	Exercise		Realized		Options at				In-the-Money Options at
Name	(#)		($)		January 3, 2004(1)				January 3, 2004(2)
					Exercisable		Unexercisable		Exercisable		Unexercisable
Peter A. Edison		—		—		—		—	$	—	$	—
Michele A. Bergerac		—		—		116,321.0		—		871,244		—
Stanley K. Tusman		—		—		58,160.5		—		435,622		—
Mark D. Ianni		—		—		58,160.5		—		435,622		—
Joseph R. Vander Pluym		—		—		5,816.0		—		43,562		—

(1)	Includes options amended to be covered by our 2003 Stock Option Plan. For more information about our stock option plan, please see “Incentive Plans — 2003 Stock Option Plan.”
(2)	There was no public trading market for our common stock as of January 3, 2004. Accordingly, these values have been calculated on the basis of the assumed initial public offering price of $7.50 per share, less the exercise price per share, multiplied by the total number of shares underlying the options.

Incentive Plans

Bakers Footwear Group, Inc. Cash Bonus Plan

      For fiscal year 2001, when we last paid bonuses, approximately $900,000 was paid as incentive bonuses to our executive officers and key employees. Upon completion of this offering, we plan to implement the Bakers Footwear Group, Inc. Cash Bonus Plan, which we refer to as the “Cash Bonus Plan.” The material terms of the Cash Bonus Plan are outlined below.

      General Terms. The Cash Bonus Plan’s purpose is to further align the interests of management with our shareholders by providing management employees with cash incentives in addition to current compensation to attain certain performance goals and to attract and retain the services of competent management employees. The Cash Bonus Plan is also intended to provide qualified performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code. Our Cash Bonus Plan was approved by our shareholders prior to the completion of this offering. No additional amounts may be

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paid under the plan for any fiscal year beginning after December 31, 2007, unless the plan is again approved by our shareholders.

      Administration. The Cash Bonus Plan is administered by our compensation committee which must consist of at least three “outside” members of our board of directors (as defined in the plan). Our compensation committee has complete authority to interpret the Cash Bonus Plan, to prescribe, amend and rescind rules and regulations pertaining to it, and to make all other determinations necessary or advisable for the administration of the plan. Our board of directors may at any time amend the Cash Bonus Plan in any fashion or terminate the plan. However, our board cannot make any amendment which would cause bonuses payable under the plan to fail to constitute qualified performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code.

      Eligibility. All of our employees that we have classified as management employees are eligible to participate in the plan.

      Performance Goals. For each fiscal year beginning with fiscal year 2004, our compensation committee will, no later than the 90th day of the year, establish performance goals for that year, the results of which are substantially uncertain within the meaning of Section 162(m) of the Internal Revenue Code and regulations thereunder. These performance goals will be based on one or more of the following business criteria:

•  sales growth;

•  operating income;

•  return on assets;

•  stock price;

•  earnings per share;

•  cash flow;

•  market share;

•  costs;

•  debt to equity ratio; or

•  earnings before interest, taxes, depreciation and amortization.

      Payment of Bonuses. At the time that the performance goals for the fiscal year are established, our compensation committee will also establish an objective formula for determining bonuses based on a specified percentage of annual base salary. This formula will be based on the attainment, in whole or in part, of the performance goals for that year. The maximum bonus payable to any participant for any fiscal year shall not exceed $1 million. The formula established for any fiscal year must preclude any discretion by the committee to increase the amount of the bonus under the Cash Bonus Plan. After the end of each fiscal year, our compensation committee must certify in writing whether the performance goals for that fiscal year have been attained, in whole or in part, and the bonus payable to each participant for that fiscal year, if any, will be determined in accordance with that certification. In the event a participant terminates employment with us during any fiscal year for any reason, that participant will not be entitled to receive any bonus under the plan for that year.

2003 Stock Option Plan

      General Terms. The Bakers Footwear Group, Inc. 2003 Stock Option Plan, which we refer to as the “2003 Plan,” provides for the grant of options intended to qualify as “incentive stock options” or “ISOs” under Section 422 of the Internal Revenue Code and options that are not intended to so qualify, which we refer to as “Nonstatutory Stock Options.” The 2003 Plan was approved by our shareholders at the end of fiscal year 2003.

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      Authorized Shares. The total number of shares of common stock reserved for issuance under the 2003 Plan is 600,000 (subject to adjustment in the event of a stock split, stock dividend, recapitalization or similar capital change). The maximum number of shares underlying ISOs is 600,000. Generally, shares covered by an award which is forfeited, canceled, or expires, shares withheld for tax purposes and shares repurchased are again available under the 2003 Plan.

      Administration. The 2003 Plan will be administered by the compensation committee of our board of directors, which selects the eligible persons to whom options will be granted. The compensation committee also determines the number of shares of common stock subject to each option, the exercise price therefor and the periods during which options are exercisable. Further, the compensation committee interprets the provisions of the 2003 Plan and, subject to certain limitations, may amend the 2003 Plan. The compensation committee must consist of two or more non-employee directors (as defined in the 2003 Plan) and will have authority to appoint a subcommittee whose members qualify as “outside” directors under Section 162(m) of the Internal Revenue Code. This committee may delegate to our chief executive officer the authority to determine the individuals, except for executive officers, to whom, and the time at which and the terms upon which, options shall be granted. Each option granted under the 2003 Plan will be evidenced by a written agreement between us and the optionee.

      Eligibility. Options may be granted under the 2003 Plan to all employees (including officers) and directors of, and certain consultants and advisors to, us or any of our subsidiaries. The maximum number of shares underlying options which may be awarded to a participant under the plan is 100,000 per year, except that any new chief executive officer may be awarded twice this amount upon being named to that position.

      Terms of options. The exercise price for ISOs granted under the 2003 Plan may not be less than the fair market value of the shares of common stock on the date the option is granted, except for ISOs granted to shareholders holding 10% or more or our voting power must have an exercise price of not less than 110% of the fair market value of the shares of common stock on the date the option is granted. The exercise price and term for Nonstatutory Stock Options is determined by our board of directors. ISOs granted under the 2003 Plan have a maximum term of ten years, except for grants to any 10% shareholders which are subject to a maximum term of five years. The exercise price of options granted under the 2003 Plan may be paid by check, our common stock or any combination of the foregoing at the option of the holder. Options granted under the 2003 Plan are not transferable, except by will and the laws of descent and distribution. The total amount of ISOs that may be exercised by any individual person in any fiscal year is limited; however, there is no such limit with respect to Nonstatutory Stock Options. Our compensation committee will have reserved the right to condition the exercise of each option on our maintaining an effective registration statement relating to the common stock underlying the options.

      Termination of employment. Upon termination of employment for any reason, all vesting of options under the 2003 Plan stops. Thereafter, the time period in which the optionee may exercise vested options depends on the circumstances of termination. If the optionee retires, dies or is disabled (as defined in the 2003 Plan), this time period is one year. If the optionee voluntarily terminates employment, or employment terminates for any other reason, all unexercised options lapse. However, if the employment terminates with our consent and approval, then our compensation committee may, in its absolute discretion, permit the optionee to exercise vested options for the next three months. In any case, all options must be exercised within ten years of the date of grant.

      Change of control. The 2003 Plan generally provides that upon a change of control, all outstanding options immediately vest. The 2003 Plan generally defines a change of control as:

•  the acquisition of beneficial ownership of 50% or more of our common stock or combined voting power by any person, entity or group (as defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934), except for Peter Edison and Bakers;

•  specific changes to our incumbent board of directors; or

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•  approval of a reorganization, merger or consolidation in which our then current shareholders would not thereafter own more than 50% of our voting stock.

      The 2003 Plan also provides that the compensation committee may make such determinations as it considers appropriate to adjust the number, exercise price and class of shares subject to each outstanding option and to the class of shares and number of options available under the plan by reason of stock dividends, recapitalizations, mergers, consolidations, spin-offs, split-offs, split-ups, combinations or exchanges of shares and the like.

      Prior option grants. Except as described in this paragraph, prior to the completion of this offering no options have been granted under the 2003 Plan. Prior to this offering, we had a predecessor stock option plan in effect which allowed us to grant Nonstatutory Stock Options. There will be no further grants under this predecessor plan. All of the option holders under this predecessor plan have agreed to amend their option award agreements to cover shares of our one class of common stock, under generally the same terms and conditions, and to be generally governed by the 2003 Plan, upon completion of this offering. Immediately after this offering, these options will cover 268,992 shares of our common stock at an exercise price of $0.01 per share. All of these options will be exercisable immediately after this offering. Generally, these options vest ratably in installments of one-fourth per year starting on the first anniversary of the date of grant.

Employment Contracts, Termination of Employment and Change-in-Control Arrangements

      We have entered into employment agreements with Peter Edison, our Chairman of the Board and Chief Executive Officer, Michele Bergerac, our President, Stanley Tusman, our Executive Vice President — Inventory and Information Management, Mark D. Ianni, our Executive Vice President — General Merchandise Manager and Joseph R. Vander Pluym our Executive Vice President — Stores.

      Mr. Edison’s agreement has an initial term of three years, commencing upon the consummation of this offering. Mr. Edison’s agreement is renewable automatically for additional one year terms. The agreement may be immediately terminated by us for cause (as defined in the agreement). The agreement may also be terminated by us or Mr. Edison, without cause, upon 90 days notice by either party. As compensation for his services, Mr. Edison will receive an annual base salary at an initial rate of $290,000 per annum and thereafter as determined by our compensation committee. Mr. Edison will be entitled to participate in bonus plans and other benefits that we establish from time to time, including our cash bonus plan. The agreement also provides that for the term of the agreement and for two years thereafter, Mr. Edison may not become employed by or interested directly or indirectly in or associated with any entity that competes with us in the sale at retail of women’s or men’s shoes.

      Mr. Edison’s employment agreement also provides that he is entitled to a payment upon the occurrence of a trigger event. For Mr. Edison, a trigger event is defined as: (i) his termination without cause, or (ii) following a change in control of the Company any of the following occurs: (a) a material reduction in his base salary, (b) Mr. Edison is not allowed to participate in bonus plans or (c) a material reduction in the nature or status of his duties or responsibilities.

      Upon the occurrence of a trigger event, Mr. Edison is entitled to a one time payment equal to three times his current base salary (as defined in the agreement).

      Ms. Bergerac’s agreement was entered into as of April 1, 2002 and has a term of three years, renewable automatically for additional three-year terms. The agreement may be immediately terminated by us for cause (as defined in the agreement). The agreement may also be terminated by us or by Ms. Bergerac without cause upon 90 days notice by either party. As compensation for her services, Ms. Bergerac will receive an annual base salary at an initial rate of $290,000 per annum. Ms. Bergerac’s annual salary will be determined, or recommended to our board of directors for determination, by our compensation committee. Ms. Bergerac’s salary may not be less than her salary as of the effective date of her agreement, and will be entitled to participate in bonus plans and other benefits that we establish from time to time, including our Cash Bonus Plan. The agreement also provides that for

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the term of the agreement and for twelve months thereafter, Ms. Bergerac may not become employed by or interested directly or indirectly in or associated with certain of our competitors. If Ms. Bergerac is terminated for disability or without cause, she is entitled to severance pay equal to her monthly base salary at the time of termination multiplied by the lesser of the number of months remaining in the employment term or 18 months.

      Ms. Bergerac’s employment agreement also provides that she is entitled to a payment upon the occurrence of a trigger event. For Ms. Bergerac, a trigger event is defined as:

•  her not being selected chairman and chief executive officer after Peter Edison ceases to occupy those positions; or

•  within three years of her becoming our chairman and chief executive officer there is a material reduction in the nature or status of her duties and responsibilities, she is terminated without cause or there is a reduction in her overall compensation.

      Upon the occurrence of a trigger event, Ms. Bergerac is entitled to a one time payment equal to three times the sum of:

•  her current base salary (as defined in the agreement); and

•  the average bonus payments made by us to Ms. Bergerac in the two calendar years immediately preceding the trigger event.

      Mr. Tusman’s agreement was entered into in September 2002 and has a term of two years, renewable automatically for additional two-year terms. The agreement may be immediately terminated by us for cause (as defined in the agreement). The agreement may also be terminated by us or Mr. Tusman, without cause, upon 90 days notice by either party. As compensation for his services, Mr. Tusman will receive an annual base salary at an initial rate of $215,000 per annum. Mr. Tusman’s annual salary will be determined, or recommended to our board of directors for determination, by our compensation committee. Mr. Tusman’s salary may not be less than his salary as of the effective date of his agreement, and will be entitled to participate in bonus plans and other benefits that we establish from time to time, including our Cash Bonus Plan. The agreement also provides that for the term of the agreement and for twelve months thereafter, Mr. Tusman may not become employed by or interested directly or indirectly in or associated with certain of our competitors. If Mr. Tusman is terminated for disability or without cause, he is entitled to severance pay equal to his monthly base salary at the time of termination multiplied by the lesser of the number of months remaining in the employment term or 18 months.

      Mr. Tusman’s employment agreement also provides that he is entitled to a payment upon the occurrence of a trigger event. For Mr. Tusman, a trigger event is defined as:

•  Peter Edison ceasing to be our Chairman and Chief Executive Officer of the Company and within two years

•  there is a material diminution in the nature or status of Mr. Tusman’s duties and responsibilities,

•  Mr. Tusman’s employment is terminated without cause, or

•  there is a reduction in his overall compensation;

•  Mr. Tusman is terminated without cause and subsequently within six months Peter Edison is no longer our Chairman and Chief Executive Officer of the Company; or

•  The Company’s home office is transferred out of the St. Louis metropolitan area.

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      Upon the occurrence of a trigger event, Mr. Tusman is entitled to prepayment of his life insurance premiums for a period of two years and a one time payment equal to:

•  two times the sum of his current base salary (as defined in the agreement); and

•  the average bonus payments made by us to Mr. Tusman in the two calendar years immediately preceding the trigger event.

      Mr. Ianni’s agreement was entered into in December 2003 and has a term of one year, renewable automatically for additional one-year terms. The agreement may be immediately terminated by us for cause (as defined in the agreement). In the event of a change in control (as defined in the agreement), the agreement may also be terminated by us or Mr. Ianni, without cause upon 30 days notice by either party. As compensation for his services, Mr. Ianni will receive an annual base salary at an initial rate of $205,000 per annum. Mr. Ianni’s annual salary will be determined by our compensation committee. Mr. Ianni also will be entitled to participate in bonus plans and other benefits that we establish from time to time, including our Cash Bonus Plan. The agreement also provides that for the term of the agreement and for twelve months thereafter, Mr. Ianni may not become employed by or interested directly or indirectly in or associated with certain of our competitors. If Mr. Ianni is terminated without cause due to a change in control, or such change in control results in a material diminution of the nature and status of his duties and responsibilities, he is entitled to severance pay equal to his monthly base salary at the time of termination multiplied by six months. If Mr. Ianni is terminated as a result of the elimination of his position, he is entitled to severance pay equal to his monthly base salary at the time of termination multiplied by three months.

      Mr. Vander Pluym’s agreement was entered into in December 2003 and has a term of one year, renewable automatically for additional one-year terms. The agreement may be immediately terminated by us for cause (as defined in the agreement). In the event of a change of control (as defined in the agreement), the agreement may also be terminated by us or Mr. Vander Pluym, without cause, upon 30 days notice by either party. As compensation for his services, Mr. Vander Pluym will receive an annual base salary at an initial rate of $190,000 per annum. Mr. Vander Pluym’s salary may not be less than his salary as of the effective date of his agreement. Mr. Vander Pluym’s annual salary will be determined by our compensation committee. Mr. Vander Pluym also will be entitled to participate in bonus plans and other benefits that we establish from time to time, including our Cash Bonus Plan. The agreement also provides that for the term of the agreement and for twelve months thereafter, Mr. Vander Pluym may not become employed by or interested directly or indirectly in or associated with certain of our competitors. If Mr. Vander Pluym is terminated without cause due to a change in control, or such change in control results in a material diminution of the nature and status of his duties and responsibilities, he is entitled to severance pay equal to his monthly base salary at the time of termination multiplied by six months. If Mr. Vander Pluym is terminated as a result of the elimination of his position, he is entitled to severance pay equal to his monthly base salary at the time of termination multiplied by six months.

Compensation Committee Interlocks and Insider Participation

      During fiscal year 2003, we did not have a compensation committee or other committee performing similar functions. Decisions concerning the compensation of executive officers were made by our director.

RELATED PARTY TRANSACTIONS

      Andrew N. Baur, one of our director nominees, is a director of Marshall & Ilsley Corporation and Chairman of Southwest Bank of St. Louis, a subsidiary of Marshall & Ilsley. Marshall & Ilsley acquired Mississippi Valley Bancshares, Inc. in October 2002. Prior to that transaction, Mr. Baur had been the Chairman and Chief Executive Officer and the owner of 12.5% of Mississippi Valley Bancshares, Inc. Marshall & Ilsley is a ten percent participant in our credit facility with Fleet Retail Finance, Inc. In June 1999, we borrowed $500,000 from Mississippi Valley Capital Company, which at that time was a subsidiary of Mississippi Valley Bancshares. The note was originally payable on January 31, 2003. In

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connection with this loan, Mississippi Valley Capital Company also acquired a warrant to purchase 76,907 shares of our common stock at an aggregate exercise price of $76.91. In connection with Marshall & Ilsley’s acquisition of Mississippi Valley Bancshares, the note and warrant held by Mississippi Valley Capital Company were transferred to Mississippi Valley Capital, LLC, a manager-managed limited liability company. On January 31, 2003, the note and the warrant were extended when we amended and restated the note payable and warrant. The amended and restated note bears interest at the rate of 10% per annum and is due on March 1, 2004. The note and warrant are also secured by a security agreement covering substantially all of our assets in favor of Mississippi Valley Capital, LLC. Under the note, among other things, we are obligated to retain Peter Edison as our chief executive officer. The warrant will be exercisable upon completion of this offering. The amended and restated warrant is redeemable, if not exercised, on March 1, 2004, for $850,000. Mr. Baur is one of the two managers of Mississippi Valley Capital, LLC, and his children are three of the four members. In addition, also in June 1999, we entered into another subordinated note agreement with Southwest Bank in the principal amount of $95,000, which was paid in full, including accrued interest of $30,961, in fiscal year 2003.

      In October 1997, we entered into a subordinated note agreement under which as of October 4, 2003 we owed approximately $424,000 payable to our present Class B shareholders. The note bears interest at 8% per annum. Payments of principal and interest are due quarterly. The note is secured by a security agreement, a $425,000 standby letter of credit and the personal guaranty of Peter Edison, our chairman of the board and chief executive officer.

      We have a $25.0 million secured revolving credit facility with Fleet Retail Finance, Inc. Mr. Peter Edison currently provides a limited guaranty of collection under that facility up to $500,000.

      Joseph Russell, who owns in excess of five percent of our shares outstanding at the time of this offering, is a part owner and executive officer of Elan-Polo Inc., one of our suppliers. During fiscal year 2003, we purchased approximately $726,000 in merchandise from Elan-Polo. For more information, please see Note 16 to the Notes to the Financial Statements.

      In the first quarter of fiscal year 2002, we sold portions of our subordinated convertible debentures due 2007 as part of our offering of $4.9 million of our subordinated convertible debentures in a private offering to several investors, including each of Julian Edison ($500,000), one of our shareholders and a cousin of Peter Edison, an entity affiliated with Mississippi Valley Capital Company ($500,000) and entities affiliated with Crown Capital Corporation ($900,000), of which Harry Rich, one of our director nominees, was serving at the time as Executive Vice President and Managing Director. In January 2003, the debentures held by the affiliate of Mississippi Valley Capital Company were transferred to a wholly owned subsidiary of Marshall & Ilsley, of which Andrew Baur, one of our director nominees, is a director. The subordinated convertible debentures initially were convertible into an aggregate of 448,302 shares of our common stock at a conversion price of $10.93. Pursuant to an exchange agreement entered into on January 2, 2004, we exchanged our subordinated convertible debentures for newly issued subordinated convertible debentures with our then current subordinated convertible debenture holders, including Julian Edison and the entities affiliated with Messrs. Baur and Rich. These new subordinated convertible debentures will convert into an aggregate of 653,331 shares of common stock at a conversion price of $7.50. The new subordinated convertible debentures generally have the same maturity and interest provisions as the extinguished subordinated convertible debentures. We also agreed to register, concurrently with this offering in a separate registration statement, for sale the common stock underlying the new subordinated convertible debentures. The holders of these new subordinated convertible debentures have agreed not to sell these shares until the later of 90 days after consummation of this offering or June 30, 2004 without the prior written consent of Ryan Beck. For more information, please see “Dilution,” “Capitalization,” “Management’s Discussion of Financial Condition and Results of Operations — Liquidity and Capital Resources — Financing Activities,” “Principal Shareholders” and “Shares Eligible for Future Sale.”

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PRINCIPAL SHAREHOLDERS

      The following table sets forth certain information, as of January 3, 2004, concerning the beneficial ownership of our common stock, before and as adjusted to reflect the sale of shares offered by this prospectus, assuming the underwriters do not exercise the overallotment option, for:

•  each of our named executive officers;

•  each of our directors or nominees;

•  all of our directors, nominees and executive officers as a group; and

•  each person who is known by us to be the beneficial owner of more than 5% of our common stock.

      Except as otherwise indicated below, each of the entities or persons named in the table has sole voting and investment power with respect to all shares of common stock beneficially owned by him, her or it.

	Number of		Number of Shares
	Shares of		of Common Stock				Approximate
	Common Stock		Underlying		Number of		Percentage of
	Beneficially		Warrants,		Shares of		Outstanding Shares
	Owned Before		Convertible		Common Stock		of Common Stock
	the Offering		Debentures and		Beneficially
	Excluding		Options Exercisable		Owned After		Before the		After the
Name and Address(1)(3)	Options(2)		Within 60 Days		the Offering		Offering		Offering
Directors, Nominees and Executive Officers
Peter A. Edison(4)		880,221		—		880,221		44.79		20.15
Michele A. Bergerac(5)		65,503		116,321		181,824		8.74		4.05
Stanley K. Tusman(6)		11,100		58,160		70,593		3.42		1.59
Mark D. Ianni(7)		4,943		58,160		63,103		3.12		1.43
Andrew N. Baur(8)		37,077		143,573		180,650		8.57		4.14
Joseph R. Vander Pluym(9)		2,500		5,816		8,316		*		*
Timothy F. Finley		—		—		—		—		—
Harry E. Rich(10)		—		—		1,000		—		*
Scott C. Schnuck(10)		—		—		13,333		—		*
All executive officers and directors as a group (10 persons)(11)		1,003,844		387,847		1,408,357		59.15		29.61
5% Owners (not included above)
Beatrice C. Edison Irrevocable Trust(12)		254,955		—		254,955		12.97		5.83
Bernard A. Edison(13)		459,767		—		459,767		23.40		10.52
Julian I. Edison(14)		111,860		66,666		178,526		8.79		4.09
Joseph Russell(15)		123,590		—		123,590		6.29		2.83
Sanford Weiss(16)		271,910		—		186,100		13.84		4.26
Special Situations Funds III, L.P. and affiliates(17)		—		400,000		400,000		16.91		8.39
The Crown Advisors LLC and affiliates(18)		—		119,999		119,999		5.75		2.67

* Represents beneficial ownership of less than 1%.

(1)	Unless otherwise specified below, the business address of each of the above persons is: c/o Bakers Footwear Group, Inc., 2815 Scott Avenue, St. Louis, Missouri 63103.
(2)	Reflects our planned reclassification, the completion of which will occur upon the completion of this offering. Prior to this offering, our capital structure consisted solely of three classes of common stock:

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	Class A common stock (voting), Class B common stock (non-voting) and Class C common stock. We issued the Class B common stock to members of the Weiss Family. All of these classes will be converted into shares of our only class of common stock upon the completion of this offering. The following notes indicate the pre-offering voting equity for each shareholder who originally held more than 5% of the voting stock.
(3)	Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or that are exercisable within 60 days of this prospectus are deemed to be outstanding. Such shares, however, are not deemed outstanding for the purposes of counting the percentage ownership of each other person.
(4)	Represents 786,176 shares of our common stock owned by Peter A. Edison. Includes 7,890 shares owned by Mr. Edison’s wife and 86,155 shares owned by the Bernard A. Edison Revocable Trust, of which Mr. P. Edison is a co-trustee. Mr. P. Edison has shared voting and investment power with respect to the shares owned by the Bernard A. Edison Revocable Trust and by Mr. P. Edison’s wife. Prior to the completion of this offering, Mr. Edison beneficially owned 51.98% of the voting power.
(5)	Represents 65,503 shares of our common stock held by the Michele Bergerac Revocable Trust. Ms. Bergerac is our President. Includes 116,321 shares of common stock subject to currently exercisable options. Prior to the completion of this offering, Ms. Bergerac beneficially owned 10.05% of the voting power.
(6)	Represents 11,100 shares of our common stock held by the Stanley K. Tusman and Gail F. Tusman Declaration of Trust dated December 1, 1999. Mr. Tusman is our Executive Vice President — Inventory and Information Management. Includes 58,160.50 shares of common stock subject to currently exercisable options. Also assumes the purchase of 1,333 shares by Stanley K. Tusman and Gail F. Tusman in this offering at the offering price.
(7)	Represents 4,943 shares of our common stock held in the name of Mark Ianni, our Executive Vice President — General Merchandise Manager and Kathy M. Ianni, over which they share voting and investment power. Includes 58,160.50 shares of common stock subject to currently exercisable options.
(8)	Represents 37,077 shares of our common stock held in trust for Mr. Baur, one of our director nominees, and includes 76,907 shares of our common stock that are held by Mississippi Valley Capital, LLC, a member-managed limited liability company of which Mr. Baur is one of two managers, which shares are subject to a warrant to purchase shares of our common stock. Also includes 66,666 shares of common stock underlying our subordinated convertible debentures due 2007 held by a wholly owned subsidiary of Marshall & Ilsley Corporation, of which Mr. Baur is a director. Mr. Baur has shared voting and investment power with respect to the shares underlying the warrant and the subordinated convertible debentures. Prior to the completion of this offering, Mr. Baur beneficially owned 9.84% of the voting power.
(9)	Represents 2,500 shares of our common stock held in the name of Joseph Vander Pluym, our Executive Vice President — Stores and Janice K. Vander Pluym, over which they share voting and investment power. Includes 5,816 shares of common stock subject to currently exercisable options.

(10)	Assumes the purchase by Messrs. Rich and Schnuck of up to 1,000 and 13,333 shares of common stock, respectively, in this offering at the offering price.
(11)	This group is comprised of Peter Edison, Michele Bergerac, Harry Rich, Andrew Baur, Mark Ianni, Lawrence Spanley, Stanley Tusman, Joseph Vander Pluym, Timothy Finley and Scott C. Schnuck. Includes 1,003,844 shares of common stock and 387,847 shares underlying warrants, convertible debentures and options exercisable within 60 days. Prior to the completion of this offering, this group beneficially owned 66.87% of the voting power. Also assumes the purchase of an aggregate of 16,666 shares in this offering at the offering price.
(12)	Prior to the offering, the trust held 15.06% of the voting power.

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(13)	Represents 86,155 shares of our common stock owned by the Bernard A. Edison Revocable Trust. Mr. B. Edison is the father of Peter Edison. Includes 254,955 shares owned by the Beatrice C. Edison Irrevocable Trust, of which Mr. B. Edison is a co-trustee. Includes 54,380 shares held by the David A. Edison Revocable Trust, of which Mr. B. Edison is a co-trustee. Also includes 64,277 shares held by Marilyn Sue Edison, Mr. B. Edison’s wife. Mr. B. Edison disclaims beneficial ownership of all shares held by the David A. Edison Revocable Trust and by his wife, Marilyn Sue Edison. Mr. B. Edison has shared voting and investment power with respect to the shares owned by the Beatrice C. Edison Irrevocable Trust, the David A. Edison Revocable Trust, the Bernard A. Edison Revocable Trust and Marilyn Sue Edison. Prior to the completion of this offering, Mr. B. Edison beneficially owned 27.15% of the voting power.
(14)	Includes 111,860 shares of our common stock that Mr. J. Edison owns. Also includes 66,666 shares of our common stock underlying our subordinated convertible debentures due 2007 held by Mr. J. Edison that will convert into common stock upon the completion of this offering. Prior to the completion of this offering, Mr. J. Edison owned 10.14% of the voting power.
(15)	Prior to the offering, Mr. Russell owned 7.3% of the voting power.
(16)	Represents shares held by the Weiss family and by various trusts for the benefit of members of the Weiss family for which Mr. Weiss, who controlled Bakers prior to the acquisition of a controlling interest in the company by Peter Edison and some members of his family in 1997, serves as a trustee, which are subject to a voting trust for which Mr. Weiss serves as voting trustee. Prior to the completion of this offering, the members of the Weiss family were holders of our Class B common stock, which was non-voting. Upon the completion of this offering, the voting trust will be terminated. Thereafter, Mr. Weiss will beneficially own 186,100 shares of common stock consisting of 85,980 shares held by the Sanford Weiss Trust, 83,620 shares held by the R. Weiss Marital Trust, 12,570 shares held by the Charles Weiss Trust and 3,930 shares held by Ellen Weiss. Upon completion of this offering, Mr. Weiss will have shared voting and investment power with respect to the shares held by Ellen Weiss. Pursuant to a written employment agreement in effect from October 1997 to 2002, Mr. Weiss previously served as our chairman of the board and provided various management services from time to time.
(17)	Consists of shares of our common stock underlying our subordinated convertible debentures due 2007 held by Special Situations Fund III, L.P., and its affiliates. The business address for each of these entities is 153 E. 53rd Street, 55th Floor, New York, NY 10022. Prior to the completion of this offering, these entities beneficially owned 19.1% of the voting power.
(18)	Consists of 119,999 shares of common stock underlying our subordinated convertible debentures due 2007 held by Crown Investment Partners, LP and its general partner, The Crown Advisors LLC, entities affiliated with Crown Capital Corporation, a boutique financial advisory firm, of which Mr. Rich, one of our director nominees, was previously Executive Vice President and Managing Director. Prior to the completion of this offering, The Crown Advisors LLC beneficially owned 6.62% of the voting power. The business address for The Crown Advisors LLC is 540 Maryville Center Drive, Suite 120, St. Louis, Missouri 63141

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DESCRIPTION OF CAPITAL STOCK

      This description of our capital stock refers to and incorporates various terms of our amended and restated articles of incorporation, as our shareholders have adopted them, and of our amended bylaws as they will be in effect following the completion of this offering. Copies of forms of these documents have been filed as exhibits to the registration statement of which this prospectus is a part. Since the terms of our amended and restated articles of incorporation and bylaws may differ from the general information we are providing, you should only rely on the actual provisions of those documents, instead of a summary description of the material terms. If you would like to read our articles of incorporation and/or our bylaws, forms of these documents are on file with the SEC or you may request a copy of either document (or of both documents) from us. Unless otherwise expressly provided, any reference to our articles of incorporation or bylaws assumes the adoption of the forms of these amended and restated articles of incorporation and the amended and restated bylaws.

Authorized Capital Stock

      Under our articles of incorporation, as in effect following the completion of this offering, we will have the authority to issue 45,000,000 shares of stock, of which 5,000,000 will be shares of $0.0001 par value preferred stock, and 40,000,000 will be shares of $0.0001 par value common stock. Prior to the completion of this offering, we have three classes of common stock authorized, of which two classes are outstanding. These classes of common stock differ only as to voting rights. Our articles of incorporation provide for the reclassification and conversion of our three authorized classes of common stock into shares of a single class of common stock on a 1.0 for 1.0 basis upon completion of this offering. Our shareholders have also authorized us to issue preferred stock as discussed below.

Bakers Common Stock

      The holders of our common stock will be entitled to one vote for each share held of record on the applicable record date on all matters voted on by our shareholders, including elections of directors and, except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of common stock will exclusively possess all voting power. Our articles do not provide for cumulative voting in the election of directors or any preemptive rights to purchase or subscribe for any stock or other securities, and there are no redemption or sinking fund provisions with respect to our common stock. Following the completion of this offering, there will be no conversion rights with respect to our common stock. Subject to any preferential rights of any outstanding series of preferred stock created by our board from time to time, the holders of our common stock on the applicable record date will be entitled to dividends as may be declared from time to time by our board of directors from funds available therefor, and upon liquidation will be entitled to receive pro rata all of our assets available for distribution to these holders.

      Our articles of incorporation and our bylaws contain certain provisions which may have the effect of discouraging certain types of transactions that involve an actual or threatened change of control of Bakers. For more information on these provisions, please see “Anti-Takeover Effects of Some Provisions.”

Bakers Preferred Stock

      Our board of directors has the authority to establish and issue shares of preferred stock in one or more series and to determine by resolution, with respect to any series of preferred stock, the voting powers (which may be full, limited or eliminated), designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, including liquidation preferences, dividend rates, conversion rights and redemption provisions, without any further vote or action by our shareholders. Any shares of preferred stock so authorized and issued could have priority over our common stock with respect to dividend and/or liquidation rights.

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Shares Reserved for Options, Warrants and Subordinated Convertible Debentures

      Options to purchase 268,992 shares of our common stock will be outstanding upon completion of this offering. This amount excludes approximately 305,000 shares of common stock underlying options that we expect to grant to officers and key employees upon completion of this offering. Options previously granted were granted pursuant to an option plan established in June 1999 which provides for the granting of shares of Class C common stock pursuant to non-qualified options. For more information, please see Note 13 to the Notes to the Financial Statements. In connection with this offering, we have amended the current option agreements so that they relate to our new class of common stock, under generally the same terms and conditions.

      In June 1999, we issued a subordinated note to Mississippi Valley Capital Company in the aggregate principal amount of $500,000, bearing interest at 6.0% per annum and due January 31, 2003. In connection with this note, we issued a warrant exercisable for 76,907 shares of Class A Common Stock at an aggregate exercise price of $76.91 to Mississippi Valley Capital Company. On January 31, 2003, the note and the warrant were extended when we amended and restated the note payable and warrant. The amended and restated note bears interest at the rate of 10% per annum and is due on March 1, 2004. Under the note, among other things, we are obligated to retain Peter Edison as our chief executive officer. The warrant will be exercisable upon completion of this offering. The amended and restated warrant is redeemable, if not exercised, on March 1, 2004, for $850,000. In January 2003, the note and the warrant held by Mississippi Valley Capital Company were transferred to Mississippi Valley Capital, LLC.

      In the first quarter of fiscal year 2002, we issued $4.9 million of subordinated convertible debentures due 2007. Pursuant to an exchange agreement entered into on January 2, 2004, we exchanged those subordinated convertible debentures for newly issued subordinated convertible debentures with the same principal amount and maturity. The new subordinated convertible debentures will automatically convert into an aggregate of 653,331 shares of our common stock at a conversion price of $7.50 upon the completion of this offering. We agreed to register in a separate registration statement, concurrently with this offering, for sale the common stock underlying the new subordinated convertible debentures. The holders of these new subordinated convertible debentures have agreed not to sell these shares underlying the subordinated convertible debentures until the later of 90 days after consummation of this offering or June 30, 2004 without the prior written consent of Ryan Beck. For more information, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Financing Activities,” “Dilution” and “Shares Eligible for Future Sale.”

      In connection with this offering, we have agreed to sell to the representatives and their designees warrants to purchase up to 175,000 shares of our common stock, subject to antidilution adjustments, at an exercise price equal to $           per share, or 120% of the offering price. The warrants are restricted from sale, transfer, assignment, pledge or hypothecation for one year from the date of this prospectus, except to the officers and members of the representatives. The warrant holders may exercise the warrants at any time during the four-year period commencing one year after the date of this prospectus.

Transfer Agent and Registrar

      The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Co., (212) 509-4000, extension 206.

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ANTI-TAKEOVER EFFECTS OF SOME PROVISIONS

      Our articles of incorporation, our bylaws and Missouri law contain provisions that could have the effect of delaying, deferring or preventing a change in control of us by various means such as a tender offer or merger not approved by our board of directors. These provisions are designed to enable our board of directors, particularly in the initial years of our existence as an independent, publicly-owned company, to develop our business in a manner that will foster its long-term growth without the potential disruption that might be entailed by the threat of a takeover not deemed by our board of directors to be in our best interests and the best interests of our shareholders.

      The description set forth below is intended as a summary of these provisions only, and we refer you to the actual provisions of our articles of incorporation and bylaws, forms of which are filed as exhibits to the registration statement of which this prospectus forms a part.

Limitations on Changes in Board Composition and Other Actions by Shareholders

      Our articles of incorporation and our bylaws provide that the number of directors will be fixed from time to time exclusively by our board but shall consist of not less than three directors. Initially, upon completion of this offering our board will be comprised of six directors.

      Missouri law provides that, unless a corporation’s articles of incorporation or bylaws provide otherwise, the holders of a majority of the corporation’s voting stock may remove any director from office. Our articles of incorporation provide that (1) any director, or the entire board of directors may be removed from office only for cause and by the affirmative vote of the holders of record of outstanding shares representing not less than two-thirds of all of the then outstanding shares of our capital stock and (2) any director may be removed from office for cause by the affirmative vote of a majority of the entire board of directors, as provided by law. Our articles of incorporation and our bylaws also provide that any director may be removed from office by the affirmative vote of a majority of the entire board of directors in the event that the director fails to meet any qualifications for election as a director stated in the bylaws or in the event that the director is in breach of any agreement between the director and us relating to the director’s service as a director or our employee. Missouri law also provides that, unless a corporation’s articles of incorporation or bylaws provide otherwise, all vacancies on a corporation’s board of directors, including any vacancies resulting from an increase in the number of directors, may be filled by a majority of the directors then in office, although less than a quorum, until the next election of directors by the shareholders. Our articles of incorporation provide that, subject to any rights of holders of our preferred stock, vacancies may be filled only by a majority of the remaining directors.

      Under our bylaws, only persons who are nominated by or at the direction of our board, or by a shareholder who has given notice in accordance with our bylaws, which generally requires notice not less than 90 days nor more than 120 days prior to a meeting at which directors are to be elected, will be eligible for election as directors at that meeting. If, however, we give less than 100 days’ notice of the meeting to the shareholders, then we must receive notice from a shareholder not later than the tenth day following the day on which we mailed or provided notice of the meeting. Our bylaws also establish advance notice procedures with regard to other matters which any shareholder may desire to be brought before any meeting of shareholders.

      Missouri law provides that special meetings of shareholders may be called by the board of directors or by such other person or persons as may be authorized by a corporation’s articles of incorporation or bylaws. Our bylaws provide that special meetings of our shareholders may be called by the Chairman of the Board, our Chief Executive Officer, shareholders holding at least two-thirds of our voting power or the affirmative vote of a majority of the entire board of directors. Our bylaws also provide that the proposed purposes of any special meeting of our shareholders shall be specified in the notice of meeting.

      Missouri law and our bylaws provide that any action by written consent of shareholders in lieu of a meeting must be unanimous.

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      The provisions of our articles of incorporation and bylaws with respect to the advance notice requirements for director nominations or other proposals of shareholders, the requirement of unanimity for shareholder action by written consent, and the limitations on the ability of shareholders to increase the size of the board, remove directors and fill vacancies, will have the effect of making it more difficult for shareholders to change the composition of our board or otherwise to bring a matter before shareholders without our board’s consent and thus will reduce our vulnerability to an unsolicited takeover proposal.

Preferred and Common Stock

      Our articles of incorporation authorize our board to establish and issue shares of preferred stock in one or more series, and to determine by resolution, with respect to any series of preferred stock, the voting powers (full, limited, or eliminated), and those designations, preferences and relative, participating, optional or other special rights and those qualifications, limitations or restrictions thereof, including liquidation preferences, dividend rights, conversion rights and redemption provisions. Moreover, the number of authorized but unissued shares will provide us with the ability to meet future capital needs and to provide shares for possible acquisitions and stock dividends or stock splits.

      We believe that the preferred stock will provide us with increased flexibility in structuring possible future financings and acquisitions, and in meeting other corporate needs that might arise. Having such authorized shares available for issuance will allow us to issue shares of preferred stock without the expense and delay of a special shareholders’ meeting. The authorized and unissued shares of preferred stock, as well as the authorized and unissued shares of our common stock, will be available for issuance without further action by shareholders, unless such action is otherwise required by applicable law, by Nasdaq or by any stock exchange or listing service relating to our stock. Although our board has no intention at the present time of doing so, it could issue a series of preferred stock that could, subject to certain limitations imposed by law, depending on the terms of that series, impede the completion of a merger, tender offer or other takeover attempt. Our board of directors will make any determination to issue preferred shares based on its judgment as to our best interests and our then-existing shareholders at the time of the issuance. Our board of directors, in so acting, could issue preferred stock having terms which could discourage an acquisition attempt or other transaction that some, or a majority, of our shareholders might believe to be in their best interests or in which shareholders might receive a premium for their stock over the then market price of such stock.

Amendment of Certain Provisions of Bakers’ Articles and Bylaws

      Our articles of incorporation provide that our bylaws may only be amended or repealed by a majority of our entire board of directors. Except as otherwise provided, any amendment of our articles of incorporation requires a vote of a majority of the outstanding shares of our capital stock entitled to vote. Amendment of the provisions of our articles of incorporation relating to the following areas requires the vote of two-thirds of the outstanding shares of our capital stock entitled to vote:

•  business combinations;

•  the directors of the corporation;

•  the bylaws of the corporation;

•  the limitation of directors’ liability for monetary damages for breach of fiduciary duties, subject to Missouri law; and

•  amendment of the articles of incorporation.

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Statutory Provisions

      We are subject to the business combination provisions under Missouri law, which allow our board of directors to retain discretion over the approval of certain business combinations, except that, in our articles of incorporation, we have excluded from the limitations in the statute any business combination with those of our shareholders who are considered “interested shareholders” under Missouri law as of April 1, 2002. Missouri law also permits our board of directors to consider the interests of non-shareholder constituencies in connection with acquisition proposals. These provisions may make it more difficult for there to be a change in control of us or for us to enter into certain business combinations than if we were not subject to those sections. In our bylaws, we have elected to not be subject to the control shares acquisition provision under Missouri law, which would deny an acquiror voting rights with respect to any shares of voting stock which increase its equity ownership to more than specified thresholds.

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SHARES ELIGIBLE FOR FUTURE SALE

      Upon completion of this offering, we will have outstanding 4,637,473 shares of common stock on a fully diluted basis, including shares underlying outstanding options and subordinated convertible debentures, but excluding 76,907 shares issuable pursuant to the exercise of a warrant held by a venture capital institution, 175,000 shares issuable pursuant to warrants to be held by representatives of the underwriters after the completion of this offering and approximately 305,000 shares of common stock underlying options which we expect to grant to officers and key employees upon completion of this offering. Of these 4,637,473 shares, the 1,750,000 shares sold in the offering (2,012,500 shares if the underwriters’ over-allotment option is exercised) will be freely tradeable without restriction under the Securities Act, unless held by our “affiliates,” as that term is defined in Rule 144 under the Securities Act. Shares of common stock issued and outstanding that are not offered in this offering are “restricted securities” under Rule 144 and will be subject to the restrictions of Rule 144.

      In general, under Rule 144 as currently in effect, if a period of at least one year has elapsed since the later of the date the “restricted securities” (as that phrase is defined in Rule 144) were acquired outside of this offering from us and the date they were acquired from an affiliate, then the holder of those restricted securities (including an affiliate) is entitled to sell a number of shares within any three-month period that does not exceed the greater of 1% of the then outstanding common stock or the average weekly reported volume of trading of the common stock in the Nasdaq National Market during the four calendar weeks preceding that sale. The holder may only sell those shares through unsolicited brokers’ transactions or directly to market makers. Sales under Rule 144 are also subject to certain requirements pertaining to the manner of those sales, notices of those sales and the availability of current public information concerning us. Affiliates may sell shares not constituting restricted securities in accordance with the foregoing volume limitations and other requirements but without regard to the one-year holding period.

      Under Rule 144(k), if a period of at least two years has elapsed between the later of the date restricted securities were acquired from us and the date they were acquired from an affiliate, as applicable, a holder of such restricted securities who is not an affiliate of us at the time of the sale and has not been an affiliate for at least three months prior to the sale would be entitled to sell the shares immediately without regard to the volume limitations and other conditions described above.

      Rule 701 under the Securities Act permits our employees, officers, directors or consultants who purchase shares of our common stock pursuant to a written compensatory benefit plan or contract to resell such shares in reliance on Rule 144 but without compliance with specific restrictions. Rule 701 provides that affiliates may sell Rule 701 shares under Rule 144 without the holding period requirements and that nonaffiliates may sell such shares in reliance on Rule 144 without complying with the holding period, public information, volume limitations or notice provisions of Rule 144.

      All of our officers, directors, option holders, including the holders of our newly issued subordinated convertible debenture but excluding our warrant holders, and all of our shareholders, who will collectively own 2,887,473 shares of common stock (or rights to purchase common stock) upon completion of this offering, have agreed that they will not sell any securities issued by us, whether or not beneficially owned by them, for a period of one year after the effective date of this prospectus, or, in the case of holders of our newly issued subordinated convertible debentures due 2007, those holders have agreed that they will not sell the common stock underlying the subordinated convertible debentures until the later of 90 days after the consummation of this offering or June 30, 2004, without the prior written consent of Ryan Beck. Ryan Beck may, in its sole discretion, and at any time without notice, release all or any portion of the shares subject to these lock-up agreements. In determining whether to consent to a request to release shares from the lock-up, Ryan Beck would consider the circumstances relating to the proposed sale. These circumstances are likely to include the number of shares requested to be sold, the strength and breadth of the market at the time of the proposed sale and the financial needs of the shareholder making the request. Ryan Beck does not have any current intention to release any portion of the securities subject to these lock-up agreements. After this “lock-up” period, 1,903,355 shares of the common stock subject to the sale restrictions will be eligible for sale in the public market under Rule 144, subject to the volume limitations

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and other restrictions contained in Rule 144. After the lock-up period, 61,795 shares held by a former employee will be freely tradable under Rule 144(k). Upon completion of this offering, options to purchase 268,992 shares previously granted, all of which are currently exercisable, will also be outstanding. After the lock-up period any shares purchased pursuant to these options will be tradable under the provisions of Rule 701. The representatives will also hold warrants relating to 175,000 shares of common stock after completion of this offering. In addition, we expect to grant stock options relating to approximately 305,000 shares of common stock to officers and key employees upon completion of this offering.

      We have agreed to register for sale 653,331 shares of common stock underlying the subordinated convertible debentures, concurrently with this offering in a separate registration statement. Upon the expiration of the lock-up agreements, as described above, once these debentures are converted and the initial sale of the shares underlying the debentures is registered, these shares will be freely tradeable.

      We have also granted registration rights to the representatives of the underwriters covering the 175,000 shares of common stock underlying the representatives’ warrants. We have registered these shares under the registration statement of which this prospectus is a part and have a continuing obligation to keep these shares registered. Once these warrants are exercised and the shares underlying the warrants remain registered, they will be freely tradeable if the underwriters are not affiliates of us. For more information concerning the debentures, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Financing Activities.” For more information concerning the representatives’ warrants, please see “Underwriting.”

      At the present time, there is no public market for our common stock and we can make no predictions as to the effect, if any, that sales of common stock will have on the market price of the common stock prevailing from time to time. Nevertheless, sales of significant numbers of common stock in the public market, or the perception that such sales may occur, could adversely affect the market price of the common stock and could impair our future ability to raise capital through an offering of our equity securities.

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UNDERWRITING

      The underwriters named below, for whom Ryan Beck & Co., Inc. and BB&T Capital Markets, a Division of Scott & Stringfellow, Inc., are acting as the representatives, have separately agreed, subject to the terms and conditions of the underwriting agreement, to purchase from us, and we have agreed to sell to them, on a firm commitment basis, the respective number of shares of common stock set forth opposite their names below:

		Number of
Underwriter		Shares
Ryan Beck & Co., Inc.
BB&T Capital Markets, a Division of Scott & Stringfellow, Inc.
	Total

      The underwriters are committed to purchase all 1,750,000 shares of common stock offered by us, if they purchase any of the shares. The underwriting agreement provides that the obligations of the underwriters are subject to the conditions precedent specified in that agreement.

      We have been advised by the representatives that the underwriters initially propose to offer the shares of common stock (a) to the public at the offering price set forth on the cover page of this prospectus and (b) to certain dealers at that price less concessions of not in excess of $           per share. Such dealers may re-allow a concession not in excess of $           per share to other dealers. After the commencement of the offering, the public offering price, concession and reallowance may be reduced by the representatives.

      We have granted the underwriters an option, exercisable within 45 days of the date of this prospectus, to purchase up to an additional 262,500 shares of common stock from us at the offering price, less underwriting discounts and commissions. The underwriters may exercise the option only for the purpose of covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter will have a firm commitment, subject to certain conditions, to purchase a number of additional shares that is proportionate to its initial purchase commitment.

      The following table provides information regarding the amount of the discount and other items of underwriting compensation, as determined in accordance with the Conduct Rules of the National Association of Securities Dealers, Inc., to be paid to the underwriters by us:

			Total Discount and Other	Total Discount and Other
			Compensation Without	Compensation With Full
		Discount	Exercise of Over-	Exercise of Over-
		Per Share	Allotment Option(1)	Allotment Option(1)
Bakers
	Total
	Proceeds to Bakers

(1)  Includes underwriting discounts or commissions applicable to such shares and non-accountable expense allowance equal to 3.0% of the gross offering proceeds.

      We estimate that the total expenses of the offering, excluding the underwriting discount, the non-accountable expense allowance and approximately $1.7 million in expenses which we wrote off in fiscal year 2002, will be approximately $1.0 million.

      Two of our director nominees and two of our executive officers have advised the representatives and us of their interest in purchasing up to an aggregate of 16,666 shares of our common stock in this offering. While we have not formally reserved the shares for these directors, the representatives have indicated their willingness to allow them to purchase such shares.

      In connection with the closing of this offering, we have agreed to sell to the representatives and their designees warrants to purchase up to an aggregate of 175,000 shares of common stock at an exercise price equal to $           per share, or 120% of the offering price, subject to antidilution adjustments. The

75

representatives will pay a purchase price of $0.0001 per warrant for the warrants. The warrants are restricted from sale, transfer, assignment, pledge or hypothecation by any person for one year from the date of this prospectus, except to some directors, officers employees and affiliates of the representatives. The warrant holders may exercise the warrants as to all or any lesser number of the underlying shares of common stock at any time during the four-year period commencing one year after the date of this prospectus.

      We are required for a period of five years following the date of this prospectus, (i) at the request of a majority of the warrant holders, to use our best efforts to file one registration statement, at our expense, covering the sale of the shares of common stock underlying the warrants and (ii) at the request of any holders of warrants, to file additional registration statements covering the shares of common stock underlying the warrants at the expense of those holders. We are required to maintain the effectiveness of any demand registration statement for up to nine consecutive months. Except for the registration rights that we have granted to the holders of our subordinated convertible debentures, we have agreed not to make any registered offering of our securities, with limited exceptions, or to include any other shares on any such demand registration statement, at any time that we are required to maintain the effectiveness of a demand registration statement, without first obtaining the consent of a majority of the holders of warrants and warrant shares that are not then held by the public or by us or other excepted persons who have a relationship with us and our affiliates. In addition, we are required to include the shares of common stock underlying the warrants in any appropriate registration statement we file during the six years following the consummation of this offering.

      We have granted to Ryan Beck, for a period of five years after the effective date of the registration statement of which this prospectus is part, the right to designate for election to our board of directors, and to solicit proxies in support of, one person. The designee may be a director, officer, employee or affiliate of Ryan Beck. If Ryan Beck were to elect not to exercise this right or if its designee were not elected or was unable to serve, it would have the option to designate an observer to attend meetings of our board. We have agreed to reimburse Ryan Beck for its designee’s associated expenses.

      We have also agreed not to offer, sell or grant any options, warrants or other securities convertible or exchangeable for common stock to any of our directors, officers or employees at an exercise price that is less than the offering price for a period of three years after the date of this prospectus without the prior written consent of the representatives. In determining whether to consent to a request by us to issue securities at a price less than the offering price, the representatives would consider the circumstances relating to the proposed issuance. These circumstances are likely to include the number of securities requested to be issued, the strength and breadth of the market at the time of the proposed issuance and our needs at the time of the request.

      We have agreed to indemnify the underwriters and their controlling persons, and each of their directors, officers, employees and affiliates against some liabilities, including liabilities under the Securities Act and to contribute to payments that the underwriters may be required to make in connection with this offering or any other transactions under the financial advisory agreement described below.

      All of our officers, directors, option holders and shareholders have agreed not to offer, sell, transfer, or otherwise encumber or dispose of any of our securities owned by them, other than gifts, as to which the donee(s) agree to be bound by the restrictions, and intrafamily transfers including transfers to trusts for the benefit of such persons or their families for a period of 365 days after the effective date of this prospectus, without the prior written consent of Ryan Beck. In addition, the holders of our newly issued subordinated convertible debentures have agreed not to sell, transfer or otherwise encumber or dispose of any beneficial interest in any of our securities owned by them on the date of this prospectus or acquired by them upon conversion of the subordinated convertible debentures, subject to similar exceptions, until the later of 90 days after consummation of this offering or June 30, 2004, without the prior written consent of Ryan Beck. For more information about these shares, please see “Shares Eligible for Future Sale.”

76

      At the present time, there is no market for our common stock. Consequently, the offering price for the common stock will be determined by negotiations between us and the representatives and is not necessarily related to our asset value, net worth or other established criteria of value. The offering price may not be indicative of the prices that will prevail in the public market. The factors to be considered in the negotiations will include:

•  the history of and prospects for the industry in which we compete;

•  an assessment of our management;

•  our prospects;

•  our capital structure; and

•  prevailing market conditions.

      All of our officers, directors and shareholders have agreed that, for a period of 12 months from the date of this prospectus, if that person desires to sell any of our securities in accordance with Rule 144 under the Securities Act, those securities shall be sold under Rule 144 through Ryan Beck, which has been granted a right of first refusal with respect to such sales.

      In connection with this offering, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include over-allotment, syndicate covering transactions and stabilizing transactions. An over-allotment involves syndicate sales of shares of common stock in excess of the number of shares to be purchased by the underwriters in the offering, which creates a syndicate short position. Syndicate covering transactions involve purchases of shares of common stock in the open market after the distribution has been completed in order to cover syndicate short positions.

      Stabilizing transactions consist of some bids or purchases of common stock made for the purpose of preventing or slowing a decline in the market price of the common stock while the offering is in progress.

      In addition, the underwriters may impose penalty bids. A penalty bid is an arrangement permitting the representatives to reclaim the selling concession otherwise accruing to an underwriter or syndicate member in connection with this offering if the common stock originally sold by that underwriter or syndicate member is purchased by the representatives in a syndicate covering transaction and has therefore not been effectively placed by that underwriter or syndicate member.

      Similar to other purchase transactions, these activities may have the effect of raising or maintaining the market price of the common stock or preventing or slowing a decline in the market price of the common stock. As a result, the price of the common stock may be higher than the price that might otherwise exist in the open market. In addition, a penalty bid may discourage the immediate resale of shares sold in this offering.

      Neither we nor the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the common stock. In addition, neither we nor the underwriters make any representation that the underwriters will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

      We have entered into a financial advisory agreement with Ryan Beck, under which we have agreed to retain Ryan Beck as our investment banker in connection with any strategic, financial or capital raising transactions or other identified activities that we may undertake during the two-year term of the agreement. In exchange for these services, we have agreed to pay Ryan Beck a percentage of the total consideration or transaction value calculated as set forth in the agreement, related to such possible future transactions (with some exceptions) and to reimburse Ryan Beck for its reasonable expenses. We are not obligated under the agreement to enter into any transaction, and we have no current plans to do so during the term of the agreement, which Ryan Beck may cancel at any time upon 10 days notice to us.

77

      Ryan Beck has received placement agent and financial advisory fees of $635,000 for services previously provided and to be provided to us in the future. Ryan Beck is being reimbursed for out-of-pocket expenses and legal expenses, of which $414,374 has been advanced.

LEGAL MATTERS

      The validity of the shares of common stock offered hereby and certain legal matters in connection with the offering will be passed upon for us by Bryan Cave LLP. Greenberg Traurig, P.A. has acted as counsel for the underwriters in connection with the offering.

EXPERTS

      Ernst & Young LLP, independent auditors, have audited our financial statements at January 4, 2003 and January 5, 2002, and for each of the three fiscal years in the period ended January 4, 2003, as set forth in their report. We have included our financial statements in this prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

CHANGE IN ACCOUNTANTS

      During October 2001, we engaged Ernst & Young LLP as our independent auditors to replace Stone Carlie & Company, L.L.C., who declined to stand for reappointment as our auditors as of September 4, 2001.

      In connection with the audit of the fiscal year ended December 31, 1999 and through September 4, 2001, there were no disagreements with Stone Carlie & Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope and procedure which, if not resolved to the satisfaction of Stone Carlie & Company, would have caused them to make reference to the matter in their reports. The report of Stone Carlie & Company on our financial statements for the fiscal year ended December 31, 1999 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. The decision to change accountants was approved by Peter Edison, the sole director at the time.

78

AVAILABLE INFORMATION

      We have filed with the Securities and Exchange Commission a registration statement, of which this prospectus is a part and which term shall encompass any amendments thereto, on Form S-1 pursuant to the Securities Act with respect to the common stock being offered. This prospectus does not contain all of the information set forth in the registration statement and the related exhibits and schedules. Some portions of the registration statement, and the related exhibits and schedules, are omitted as permitted by the Securities and Exchange Commission. Statements made in this prospectus about the contents of any contract, agreement or other document referred to are not necessarily complete; with respect to any such contract, agreement or other document filed as an exhibit to the registration statement, we refer you to the exhibit itself for a more complete description of the matter involved.

      This registration statement and all other information filed by us with the Securities and Exchange Commission may be inspected without charge at the public reference facilities maintained by the Securities and Exchange Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-732-0330 for further information on the operation of its public reference room.

      Copies of all or any part thereof may be obtained upon payment of fees prescribed by the Securities and Exchange Commission from the Public Reference Section of the Securities and Exchange Commission at its principal office in Washington, D.C. set forth above. Such material may also be accessed electronically by means of the Commission’s home page on the Internet at http://www.sec.gov.

      Upon completion of this offering, we will become subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934 and, in accordance with that Act, will file periodic reports, proxy and information statements and other information with the Securities and Exchange Commission. Such periodic reports, proxy and information statements and other information will be available for inspection and copying at the regional offices, public reference facilities and Web site of the Securities and Exchange Commission referred to above.

      We intend to furnish our shareholders with annual reports containing audited financial statements and an opinion on the audited financial statements expressed by independent certified public accountants. We also intend to furnish other reports as we may determine or as required by law.

79

INDEX TO FINANCIAL STATEMENTS

Reports of Independent Auditors	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Shareholders’ Equity (Deficit)	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7

F-1

Report of Independent Auditors

The Board of Directors and Shareholders

Bakers Footwear Group, Inc.

      We have audited the accompanying balance sheets of Bakers Footwear Group, Inc. (the Company) as of January 5, 2002 and January 4, 2003 and the related statements of operations, shareholders’ equity (deficit), and cash flows for each of the three years in the period ended January 4, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bakers Footwear Group, Inc. at January 5, 2002 and January 4, 2003 and the results of its operations and its cash flows for each of the three years in the period ended January 4, 2003, in conformity with accounting principles generally accepted in the United States.

      As discussed in Note 1 to the financial statements, in 2002 the Company adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.

/s/ Ernst & Young LLP

St. Louis, Missouri

February 25, 2003, except for the second paragraph of Note 8, the sixteenth paragraph of Note 13, the first paragraph of Note 18, as to which the date is April 8, 2003, the second paragraph of Note 18, as to which the date is November 26, 2003, the fourth paragraph of Note 18, as to which the date is December 1, 2003, and the third paragraph of Note 9 and the third paragraph of Note 18, as to which the date is January 2, 2004.

F-2

BAKERS FOOTWEAR GROUP, INC.

BALANCE SHEETS

		January 5,			January 4,			October 4,
		2002			2003			2003
								(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents	$	495,302		$	—		$	444,150
	Accounts receivable		489,972			573,898			846,022
	Other receivables		737,459			420,358			137,270
	Inventories		11,290,246			14,279,602			16,880,701
	Prepaid expenses and other current assets		582,154			630,784			891,579
Total current assets			13,595,133			15,904,642			19,199,722
Property and equipment, net			7,672,500			12,249,993			13,041,656
Other assets			938,917			937,482			569,670
Total assets		$	22,206,550		$	29,092,117		$	32,811,048
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
	Accounts payable	$	3,008,204		$	2,966,940		$	3,622,594
	Accrued expenses		5,525,876			4,791,786			4,559,912
	Sales tax payable		919,647			1,035,316			730,930
	Revolving credit agreement		2,651,276			7,043,218			13,336,097
	Class A stock purchase warrants		—			—			800,000
	Class A stock redemption obligation		—			—			142,616
	Current maturities of capital lease obligations		523,834			709,574			965,765
	Current maturities of long-term subordinated debt		90,071			219,901			671,725
Total current liabilities			12,718,908			16,766,735			24,829,639
Long-term subordinated debt, less current maturities			1,118,454			847,463			251,872
Obligations under capital leases, less current maturities			1,465,528			1,407,592			1,555,314
Other liabilities			695,449			889,156			1,168,156
Class A stock purchase warrants			546,766			686,860			—
Class A stock redemption obligation			1,207,582			1,262,696			1,163,060
Class B stock redemption obligation			193,900			283,500			—
Subordinated convertible debentures			—			4,900,000			4,900,000
Excess of acquired net assets over cost			2,774,899			—			—
Shareholders’ equity (deficit):
	Class A stock, $0.001 par value; 3,000,000 shares authorized		1,426			1,426			1,426
	Class B stock, $0.001 par value; 500,000 shares authorized		—			—			—
	Class C stock, $0.001 par value; 1,500,000 shares authorized		—			—			—
	Deferred stock compensation		(371,286	)		(127,621	)		(2,890	)
	Additional paid-in capital		3,608,740			3,608,740			3,704,500
	Accumulated deficit		(1,753,816	)		(1,434,430	)		(4,760,029	)
Total shareholders’ equity (deficit)			1,485,064			2,048,115			(1,056,993	)
Total liabilities and shareholders’ equity (deficit)		$	22,206,550		$	29,092,117		$	32,811,048

See accompanying notes.

F-3

BAKERS FOOTWEAR GROUP, INC.

STATEMENTS OF OPERATIONS

												Nine Months			Nine Months
			Year Ended			Year Ended			Year Ended			Ended			Ended
			December 30,			January 5,			January 4,			October 5,			October 4,
			2000			2002			2003			2002			2003
												(Unaudited)			(Unaudited)
Net sales			$	140,709,517		$	140,809,270		$	150,550,692		$	107,349,658		$	103,696,125
Cost of merchandise sold, occupancy, and buying expenses				102,033,075			98,214,421			105,414,635			76,878,694			75,111,427
Gross profit				38,676,442			42,594,849			45,136,057			30,470,964			28,584,698
Operating expenses:
	Selling			27,069,090			27,097,515			30,774,478			22,453,992			21,576,232
	General and administrative			9,768,367			10,145,847			11,358,384			8,825,570			9,051,448
	Loss on disposal of property and equipment			52,074			24,997			95,785			95,821			158,399
	Impairment of long-lived assets			36,715			4,540			120,114			—			—
	Write-off of deferred initial public offering costs			—			—			1,708,466			—			—
	Amortization of excess of acquired net assets over cost			(1,112,574	)		(1,112,574	)		—			—			—
Operating income (loss)				2,862,770			6,434,524			1,078,830			(904,419	)		(2,201,381	)
Other income (expense):
	Interest expense			(1,225,467	)		(1,086,729	)		(1,626,306	)		(1,130,943	)		(1,212,665	)
	State income tax (expense) benefit			(165,706	)		(315,667	)		163,645			(106,938	)		(52,154	)
	Gain on lease termination			1,050,000			—			—			—			—
	Loss on early extinguishment of debt			(1,245,000	)		—			—			—			—
	Other income			374,667			61,015			2,833			4,459			92,615
	Other expense			(34,949	)		(133,490	)		(109,629	)		(63,170	)		(191,585	)
Income (loss) before cumulative effect of change in accounting				1,616,315			4,959,653			(490,627	)		(2,201,011	)		(3,565,170	)
Cumulative effect of change in accounting				—			—			2,774,899			2,774,899			—
Net income (loss)			$	1,616,315		$	4,959,653		$	2,284,272		$	573,888		$	(3,565,170	)
Basic earnings (loss) per share			$	1.11		$	3.31		$	1.50		$	0.46		$	(2.33	)
Diluted earnings (loss) per share			$	0.70		$	2.17		$	1.06		$	0.30		$	(2.33	)
Pro forma amounts assuming SFAS No. 142 had been adopted as of January 1, 2000 (see Note 1):
	Income (loss) before cumulative effect of change in accounting		$	503,741		$	3,847,079		$	(490,627	)	$	(2,201,011	)	$	(3,565,170	)
	Cumulative effect of change in accounting			5,000,047			—			—			—			—
	Net income (loss)		$	5,503,788		$	3,847,079		$	(490,627	)	$	(2,201,011	)	$	(3,565,170	)
Unaudited pro forma income tax information (see Note 12):
	Income (loss) before cumulative effect of change in accounting and income taxes		$	1,377,635		$	4,870,934		$	(654,272	)	$	(2,094,072	)	$	(3,513,016	)
	Provision for (benefit from) income taxes			273,748			1,605,055			(217,178	)		(804,123	)		(1,317,846	)
	Income (loss) before cumulative effect of change in accounting			1,103,887			3,265,879			(437,094	)		(1,289,949	)		(2,195,170	)
	Cumulative effect of change in accounting, net of taxes			—			—			1,763,934			1,763,934			—
	Net income (loss)		$	1,103,887		$	3,265,879		$	1,326,840		$	473,985		$	(2,195,170	)
	Net income (loss) per common share:
		Basic	$	0.75		$	2.12		$	0.83		$	0.39		$	(1.37	)
		Diluted	$	0.47		$	1.44		$	0.64		$	0.25		$	(1.37	)

See accompanying notes.

F-4

BAKERS FOOTWEAR GROUP, INC.

STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

		Class A Voting
		Common Stock
		Shares				Additional		Deferred
		Issued and				Paid-In		Stock			Accumulated
		Outstanding		Amount		Capital		Compensation			Deficit
Balance at December 31, 1999			1,408,988	$	1,409	$	3,538,851	$	(800,601	)	$	(4,530,030	)
	Distribution to shareholders		—		—		—		—			(1,337,125	)
	Compensation cost from stock option grants		—		—		—		359,692			—
	Accretion of Class A redeemable stock		—		—		—		—			(53,670	)
	Net income		—		—		—		—			1,616,315
Balance at December 30, 2000			1,408,988		1,409		3,538,851		(440,909	)		(4,304,510	)
	Distribution to shareholders		—		—		—		—			(2,167,191	)
	Impact of the termination of put options associated with Class A redeemable stock		17,200		17		69,889		—			(47,868	)
	Compensation cost from stock option grants		—		—		—		69,623			—
	Accretion of Class B redeemable stock		—		—		—		—			(193,900	)
	Net income		—		—		—		—			4,959,653
Balance at January 5, 2002			1,426,188		1,426		3,608,740		(371,286	)		(1,753,816	)
	Distribution to shareholders		—		—		—		—			(1,820,172	)
	Compensation cost from stock option grants		—		—		—		243,665			—
	Accretion of Class A redeemable stock		—		—		—		—			(55,114	)
	Accretion of Class B redeemable stock		—		—		—		—			(89,600	)
	Net income		—		—		—		—			2,284,272
Balance at January 4, 2003			1,426,188		1,426		3,608,740		(127,621	)		(1,434,430	)
	Distributions to shareholders (unaudited)		—		—		—		—			(949	)
	Compensation cost from stock option grants (unaudited)		—		—		95,760		124,731			—
	Accretion of Class A redeemable stock (unaudited)		—		—		—		—			(42,980	)
	Accretion of Class B redeemable stock (unaudited)		—		—		—		—			283,500
	Net loss (unaudited)		—		—		—		—			(3,565,170	)
Balance at October 4, 2003 (unaudited)			1,426,188	$	1,426	$	3,704,500	$	(2,890	)	$	(4,760,029	)

See accompanying notes.

F-5

BAKERS FOOTWEAR GROUP, INC.

STATEMENTS OF CASH FLOWS

												Nine Months			Nine Months
			Year Ended			Year Ended			Year Ended			Ended			Ended
			December 30,			January 5,			January 4,			October 5,			October 4,
			2000			2002			2003			2002			2003
												(Unaudited)			(Unaudited)
Operating activities
Net income (loss)			$	1,616,315		$	4,959,653		$	2,284,272		$	573,888		$	(3,565,170	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Cumulative effect of change in accounting			—			—			(2,774,899	)		(2,774,899	)		—
	Depreciation			876,051			1,395,148			2,533,782			1,887,310			2,087,280
	Amortization of goodwill			7,920			7,920			—			—			—
	Amortization of deferred debt issuance costs			26,400			26,400			92,286			96,278			30,762
	Stock-based compensation expense			359,692			69,623			243,665			182,749			220,491
	Amortization of excess of acquired net assets over cost			(1,112,574	)		(1,112,574	)		—			—			—
	Amortization of debt discount			60,150			86,424			124,160			88,785			12,447
	Accretion of stock warrants			88,775			111,520			140,094			102,020			113,140
	Impairment of long-lived assets			36,715			4,540			120,114			—			—
	Loss on disposal of property and equipment			52,074			24,997			95,785			98,821			158,399
	Changes in operating assets and liabilities:
		Accounts receivable		159,369			(401,419	)		233,175			9,264			10,964
		Inventories		14,746			1,262,026			(2,989,356	)		(7,213,128	)		(2,601,099	)
		Prepaid expenses and other current assets		78,555			(209,941	)		(48,630	)		(92,606	)		(260,795	)
		Other assets		(154,832	)		(419,118	)		(90,853	)		(1,789,794	)		337,050
		Accounts payable		1,178,468			(914,222	)		(41,264	)		780,027			655,654
		Accrued expenses		(2,485,824	)		1,327,539			(618,421	)		(1,035,501	)		(536,260	)
		Other liabilities		254,267			226,938			193,707			145,500			279,000
Net cash provided by (used in) operating activities				1,056,267			6,445,454			(502,383	)		(8,941,286	)		(3,058,137	)
Investing activities
Purchase of property and equipment				(2,362,657	)		(3,335,831	)		(6,610,161	)		(6,091,872	)		(2,018,016	)
Proceeds from sale of property and equipment				458			1,825			1,793			1,755			2,174
Net cash used in investing activities				(2,362,199	)		(3,334,006	)		(6,608,368	)		(6,090,117	)		(2,015,842	)
Financing activities
Net advances (repayments) under revolving notes payable				1,057,204			(777,452	)		4,391,942			12,133,774			6,292,879
Proceeds from issuance of subordinated convertible debentures				—			—			4,900,000			4,900,000			—
Principal payments under capital lease obligations				—			(326,553	)		(591,000	)		(468,076	)		(617,587	)
Principal payments of subordinated debt				(130,732	)		(573,696	)		(265,321	)		(66,250	)		(156,214	)
Distributions to shareholders				(1,337,125	)		(2,167,191	)		(1,820,172	)		(1,820,009	)		(949	)
Net cash provided by (used in) financing activities				(410,653	)		(3,844,892	)		6,615,449			14,679,439			5,518,129
Net increase (decrease) in cash and cash equivalents				(1,716,585	)		(733,444	)		(495,302	)		(351,964	)		444,150
Cash and cash equivalents at beginning of period				2,945,331			1,228,746			495,302			495,302			—
Cash and cash equivalents at end of period			$	1,228,746		$	495,302		$	—		$	143,338		$	444,150
Supplemental disclosures of cash flow information
Cash paid for state income taxes			$	133,739		$	243,095		$	106,685		$	106,391		$	52,155
Cash paid for interest			$	1,077,279		$	874,024		$	1,019,404		$	908,866		$	1,140,143
Noncash investing and financing transactions
Capital lease obligations			$	—		$	2,315,915		$	718,804		$	756,319		$	1,021,500

See accompanying notes.

F-6

BAKERS FOOTWEAR GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

(All information subsequent to January 4, 2003 is unaudited)

1. Summary of Significant Accounting Policies

Operations

      Bakers Footwear Group, Inc., formerly Weiss and Neuman Shoe Co., (the Company) was incorporated in 1926 and is engaged in the sale of shoes and accessories through over 200 retail stores throughout the United States under the Bakers and Wild Pair names. The Company is a national full-service retailer specializing in moderately priced fashion footwear. The Company’s products include private-label and national brand dress, casual, and sport shoes, boots, and sandals.

Accounting Period

      Effective December 30, 2000, the Company changed its fiscal year from the calendar year ending on December 31 to a 52/53-week period. The fiscal year ended January 5, 2002 was a 53-week period. The fiscal year ended January 4, 2003 was a 52-week period. The Company’s accounting period is based upon a retail calendar, ending on the Saturday nearest January 31. The Company’s fiscal year ends four weeks prior to a retail calendar, as a result of its Subchapter S tax status.

Use of Estimates

      The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying Notes. Actual results could differ from those estimates.

Reclassifications

      Certain reclassifications of prior year presentations have been made to conform to the current year presentation.

Cash and Cash Equivalents

      The Company considers all highly liquid financial instruments with a maturity of three months or less at the time of purchase to be cash equivalents. Substantially all cash is held in depository accounts where disbursements are restricted to payments on the revolving credit agreement. The Company’s disbursing accounts are funded through draws on the revolving credit agreement.

Inventories

      Merchandise inventories are valued at the lower of cost or market. Cost is determined using the first-in, first-out retail inventory method. Consideration received from vendors relating to inventory purchases is recorded as a reduction of cost of merchandise sold, occupancy, and buying expenses. Permanent markdowns are recorded to reflect expected adjustments to retail prices in accordance with the retail inventory method. In determining permanent markdowns, management considers current and recently recorded sales prices, the length of time product is held in inventory, and quantities of various product styles contained in inventory, among other factors. The ultimate amount realized from the sale of certain products could differ materially from management’s estimates.

Property and Equipment

      Property and equipment are stated at cost. Costs related to software developed for internal use, including internal payroll costs, are capitalized in accordance with the American Institute of Certified Public Accountants’ Statement of Position 98-1, Accounting for the Costs of Computer Software Developed

F-7

BAKERS FOOTWEAR GROUP, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

for or Obtained for Internal Use. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives ranging from three years to ten years. Leasehold improvements are amortized over the lesser of the related lease term or the useful life of the assets. Costs of repair and maintenance are charged to expense as incurred.

Impairment of Long-Lived Assets

      Periodically, management determines whether any property or equipment or any other assets have been impaired based on the criteria established in Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Based on these criteria, long-lived assets to be “held and used” are reviewed for impairment when events or circumstances exist that indicate the carrying amount of those assets may not be recoverable.

Revenue Recognition

      Retail sales are recognized at the point of sale and are recorded net of returns and exclude sales tax. Non-store sales through the Company’s Web site are recognized as revenue at this point when title passes. Title passes to the customer at the time the product is shipped to the customer on a FOB shipping point basis. The Company does not record an allowance for sales returns due to immateriality.

Cost of Merchandise Sold

      Cost of merchandise sold includes the cost of merchandise, buying costs, and occupancy costs.

Operating Leases

      The Company leases its store premises and its headquarters facilities under operating leases. Many leases entered into by the Company include options under which the Company may extend the lease term beyond the initial commitment period, subject to terms agreed to at lease inception. Some leases also include early termination options which can be exercised under specific conditions.

      For leases that have predetermined fixed escalations of the minimum rentals, the Company recognizes the related rental expense on a straight-line basis and records the difference between the recognized rental expense and amounts payable under the leases as accrued rent, which is reflected as a component of other liabilities on the accompanying balance sheets.

      Many of the leases covering retail stores require contingent rentals in addition to the minimum monthly rental charge, based on retail sales volume. The Company records expense for contingent rentals during the period in which the retail sales volume exceeded the respective targets.

Stock-Based Compensation

      The Financial Accounting Standards Board’s SFAS No. 123, Accounting for Stock-Based Compensation, establishes the use of the fair value-based method of accounting for all stock-based compensation arrangements. SFAS No. 123 permits companies to use the intrinsic value accounting method specified in Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations to account for stock-based employee compensation arrangements. The Company uses the intrinsic value-based method to account for stock-based employee compensation arrangements and complies with the disclosure provisions of SFAS No. 123.

F-8

BAKERS FOOTWEAR GROUP, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

Marketing Expense

      The Company expenses costs of marketing and advertising, including the cost of newspaper and magazine advertising, promotional materials, in-store displays, and point-of-sale marketing as advertising expense, when incurred. Consideration received from vendors in connection with the promotion of their products is netted against advertising expense. Marketing and advertising expense totaled $557,902, $791,521, and $927,044 for the years ended December 30, 2000, January 5, 2002, and January 4, 2003, respectively.

Offering Costs

      On April 15, 2002, the Company’s Board of Directors authorized the filing of a registration statement with the Securities and Exchange Commission relating to an initial public offering (IPO) of 1,800,000 shares of the Company’s unissued common stock. The Company determined it would delay the IPO for a period in excess of 90 days and, as a result, wrote off $1,708,466 of costs initially deferred in connection with the registration process.

Earnings per Share

      Basic earnings per common share are computed using the weighted average number of common shares outstanding during the year. Diluted earnings per common share are computed using the weighted average number of common shares and potential dilutive securities that were outstanding during the period. Potential dilutive securities consist of outstanding stock options, warrants, convertible debentures, and the effect of treating the redeemable Class A and Class B stock as permanent capital (see Note 13).

Income Taxes

      The Company has elected, by the consent of its shareholders, to be taxed under the provisions of Subchapter S of the Internal Revenue Code (the Code). Under the Subchapter S provisions of the Code, the shareholders include the Company’s operating results in their personal income tax returns. Accordingly, the Company is not subject to federal and certain state corporate income tax. However, the Company is subject to income taxes in certain states in which it conducts business. State income tax expense was $165,706 and $315,667 for the years ended December 30, 2000 and January 5, 2002, respectively. The Company recognized a state tax benefit of $163,643 for the year ended January 4, 2003 due to its operating losses incurred for state income tax purposes.

      The unaudited pro forma information on the accompanying statements of operations pertaining to income (loss) before extraordinary item and income taxes has been adjusted to reflect a reduction in other income (expense) for these state income tax expenses. The unaudited pro forma information also includes adjustments resulting from applying purchase accounting as a C corporation, which results in a decrease to the excess of acquired net assets over cost of $2,021,930 as of the acquisition date. The unaudited pro forma income tax information included in the statements of operations and Note 12 is presented in accordance with SFAS No. 109, Accounting for Income Taxes, as if the Company was a C corporation and thus subject to federal and certain state income taxes.

Distributions to Shareholders

      The Company’s policy is to make periodic distributions to shareholders in amounts approximating the estimated federal and state income tax liabilities resulting from their allocable shares of the Company’s taxable income.

F-9

BAKERS FOOTWEAR GROUP, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

Gain on Lease Termination

      In fiscal 2000, the Company executed a termination and property surrender agreement with one of its lessors. Under the terms of the agreement, the Company received approximately $1,050,000 to vacate the leased premises, in October 2000. This gain has been reflected as a component of other income in the accompanying statement of operations for the year ended December 30, 2000.

Store Lease Acquisitions

      During the year ended January 5, 2002, the Company completed the acquisition of eight store leases through two separate transactions totaling $260,000. The assets purchased consisted of all of the seller’s leasehold interests relating to the eight stores, as well as all furniture, fixtures, and equipment located in the respective stores. Approximately $36,000 of the total consideration paid was allocated to the furniture, fixtures, and equipment acquired, with the remaining $224,000 being allocated to the individual leases acquired. The consideration allocated to these leases is being amortized over the remaining lives of the individual underlying leases acquired.

      In March 2002, the Company acquired 33 store leases from SLJ Retail LLC (SLJ) for a purchase price of $1,800,000 (see Note 2).

Deferred Income

      The Company has a frequent buying program where customers purchase a frequent buying card entitling them to a 10% discount on all purchases for a 12-month period. The Company defers the revenue from the sale of the card over the 12-month period and records the related discount at the point of sale. The Company recognized income of $0, $32,659, $597,118 and for the years ended December 30, 2000, January 5, 2002, and January 4, 2003, respectively, related to the amortization of deferred income for the frequent buying card program, as an offset to cost of merchandise sold, occupancy, and buying expenses. Deferred income related to the frequent buying card program was $0, $145,481, and $463,253 at December 30, 2000, January 5, 2002, and January 4, 2003, respectively. Total discounts given to customers under the frequent buying program were $0, $107,060 and $791,114 for the years ended December 30, 2000, January 5, 2002 and January 4, 2003, respectively.

Shipping and Handling Costs

      The Company incurs shipping and handling costs to ship merchandise to its customers primarily related to sales orders received from the Company’s Internet Web site. Shipping and handling costs are recorded as a component of cost of merchandise sold, occupancy, and buying expenses. Amounts paid to the Company by customers are recorded in net sales. Amounts paid to the Company for shipping and handling costs were $0, $7,751, and $70,151 for the years ended December 30, 2000, January 5, 2002, and January 4, 2003, respectively.

Business Segments

      The Company has one business segment that offers the same principal product and service in various locations throughout the United States.

Impact of Recently Issued Accounting Standards

      In June 2001, the Financial Accounting Standards Board approved the issuance of SFAS No. 142, Goodwill and Other Intangible Assets, which is effective for fiscal years beginning after December 15, 2001. Upon adoption, the Company recorded as income its unamortized deferred credit related to the excess fair value over cost of $2,774,899 related to the Company’s acquisition of 198 Bakers locations as a

F-10

BAKERS FOOTWEAR GROUP, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

cumulative effect of a change in accounting principle in 2002. Income (loss) before cumulative effect of change in accounting, adjusted to exclude the amortization of excess of acquired net assets over cost and goodwill amortization, are as follows:

	Year Ended			Year Ended
	December 30, 2000			January 5, 2002
Reported net income (loss)	$	1,616,315		$	4,959,653
Amortization of goodwill		7,920			7,920
Amortization of excess of acquired net assets over cost		(1,112,574	)		(1,112,574	)
Adjusted net income (loss)	$	511,661		$	3,854,999
Basic earnings (loss) per share — as reported	$	1.11		$	3.31
Diluted earnings (loss) per share — as reported	$	0.70		$	2.17
Basic earnings (loss) per share — as adjusted	$	0.33		$	2.53
Diluted earnings (loss) per share — as adjusted	$	0.22		$	1.70

      In August 2001, the Financial Accounting Standards Board approved the issuance of SFAS No. 144, Accounting for the Impairment and Disposal of Long-Lived Assets, which is effective for fiscal years beginning after December 15, 2001. Based on these criteria, long-lived assets to be “held and used” are reviewed for impairment when events or circumstances exist that indicate the carrying amount of those assets may not be recoverable. The Company determines the fair value of those assets using the present value of the estimated future cash flows over the remaining store lease period. During the years ended December 30, 2000, January 5, 2002, and January 4, 2003, the Company recorded $36,715, $4,540, and $120,114, respectively, in noncash charges to earnings related to the impairment of furniture, fixtures, and equipment, leasehold improvements, and goodwill.

      In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44 and 62, Amendment of FASB Statement No. 13, and Technical Corrections.” SFAS No. 145 requires, in most cases, gains and losses on extinguishments of debt to be classified as income or loss from continuing operations, rather than as extraordinary items. The statement is effective for fiscal years beginning after May 15, 2002. Upon adoption of SFAS No. 145, the Company reclassified previously recognized extraordinary gains and losses from the early extinguishment of debt.

      In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” SFAS No. 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. SFAS No. 146 replaces Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” SFAS No. 146 will be applied prospectively to any exit or disposal activities initiated after December 31, 2002. We do not anticipate that the adoption of SFAS No. 146 will have a material impact on the financial statements.

      In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” which clarifies and expands on existing disclosure requirements for guarantees and requires us to recognize a liability for the fair value of our obligations under that guarantee. The initial measurement and recognition provisions are prospective for guarantees issued after December 31, 2002. However, the disclosure requirements became effective for financial statements ending after December 15, 2002. We do not anticipate that the adoption of FIN 46 will have a material impact on the financial statements.

F-11

BAKERS FOOTWEAR GROUP, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      In January 2003, the FASB issued Interpretation No. 46 (FIN 46), “Consolidation of Variable Interest Entities”, which clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements”, relating to consolidation of variable interest entities. The provisions of FIN 46 became effective immediately for variable interest entities created after January 31, 2003. The provisions of FIN 46 for variable interest entities created on or before January 31, 2003 were delayed until December 31, 2003 by FASB Staff Position No. FIN 46-6, Effective Date of FASB Interpretation No. 46, Consolidation of Variable Interest Entities, issued in October 2003. The Company is assessing the impact of FIN 46, and currently believes that it will not be required to consolidate any variable interest entities.

Interim Results — Unaudited

      The accompanying interim financial statements as of October 5, 2002 and October 4, 2003 and for the nine months ended October 5, 2002 and October 4, 2003 are unaudited. In the opinion of management, the unaudited interim financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring accruals, considered necessary for a fair presentation of the Company’s financial position as of October 5, 2002 and October 4, 2003 and the results of the Company’s operations and its cash flows for the nine months ended October 5, 2002 and October 4, 2003. The financial data and other information disclosed in these Notes to the financial statements related to these periods are unaudited. The results for the nine months ended October 4, 2003 are not necessarily indicative of the results to be expected for the full fiscal year.

2. Acquisitions

      On June 22, 1999, the Company acquired the assets, primarily inventory and furniture, fixtures, and equipment, of 198 Bakers locations (including Leeds and Wild Pair stores) located throughout the United States from Edison Brothers Stores, Inc. for $8,977,098 in cash and the assumption of $353,000 in liabilities. The acquisition was accounted for using the purchase method. Accordingly, the assets acquired were adjusted to their fair values as of the acquisition date. Because the fair values of the assets acquired exceeded the consideration paid, including $118,000 in acquisition-related expenses, the value of all noncurrent assets was reduced to zero, and the Company recorded a deferred credit of $5,562,568 representing the excess of fair value of assets acquired over the cost of the acquisition.

      The following summarizes the allocation of the purchase price:

Inventory	$	14,892,666
Accrued vacation liability		(353,000	)
Excess of assets acquired over purchase price		(5,562,568	)
Total purchase price	$	8,977,098

      The excess of acquired net assets over cost was amortized using the straight-line method over a period of five years until the adoption of SFAS No. 142 in 2002. The Company recorded as income its unamortized deferred credit of $2,774,899 in 2002 as a cumulative effect of a change in accounting principle.

      If the Company had been a C corporation at the acquisition date, the Company would have recorded a deferred tax liability and a reduction to the excess of acquired net assets over cost of $2,156,070. As a result, the unaudited pro forma information on the accompanying statements of operations pertaining to income (loss) before cumulative effect of change in accounting and income taxes has been adjusted to reflect a reduction in the amount of amortization of $404,386 for each of the years ended December 30, 2000 and January 5, 2002.

F-12

BAKERS FOOTWEAR GROUP, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      In March 2002, the Company completed the acquisition of 33 store leases from SLJ for a purchase price of $1,800,000. The assets purchased consisted of all of the seller’s leasehold interests relating to the 33 stores, as well as all furniture, fixtures, and equipment located in the respective stores. The total consideration paid was allocated to leasehold improvements and fixtures.

3. Property and Equipment

      Property and equipment consist of the following:

	Estimated		January 5,		January 4,		October 4,
	Useful Lives		2002		2003		2003
							(Unaudited)
Furniture, fixtures, and equipment		3-6 years	$	5,161,188	$	8,357,273	$	5,607,245
Leasehold improvements		up to 10  years		3,539,815		7,068,662		7,785,491
Computer equipment and software		3 years		1,902,525		2,203,768		6,830,068
				10,603,528		17,629,703		20,222,804
Less accumulated depreciation				2,931,028		5,379,710		7,181,148
			$	7,672,500	$	12,249,993	$	13,041,656

      Depreciation and amortization of property and equipment was $876,051, $1,395,148, and $2,533,782 for the years ended December 30, 2000, January 5, 2002, and January 4, 2003, respectively.

4. Accrued Expenses

      Accrued expenses consist of the following:

	January 5,		January 4,		October 4,
	2002		2003		2003
					(Unaudited)
Employee compensation and benefits	$	2,807,836	$	2,197,046	$	1,424,376
Accrued rent		598,169		591,633		467,603
Other		2,119,871		2,003,107		2,667,933
	$	5,525,876	$	4,791,786	$	4,559,912

5. Capital Lease Obligations

      Assets under capital leases totaling $2,315,915 at January 5, 2002, and $3,060,015 at January 4, 2003 relate primarily to equipment obtained to support the Company’s integrated “point of sale” system. Accumulated amortization on assets capitalized under capital leases totals $145,085 and $703,427 for the years ended January 5, 2002, and January 4, 2003, respectively.

      Obligations under capital leases are $1,989,362 at January 5, 2002 and $2,117,166 at January 4, 2003.

F-13

BAKERS FOOTWEAR GROUP, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      Future minimum lease payments at January 4, 2003 under capital leases are as follows:

Fiscal year:
	2003	$	1,002,204
	2004		938,117
	2005		479,758
	2006		215,587
	2007		53,144
Total minimum lease payments			2,688,810
Less amount representing interest			571,644
Present value of minimum lease payments (including current portion of $709,574)		$	2,117,166

6. Operating Leases

      The Company leases property and equipment under noncancelable operating leases expiring at various dates through 2018. Certain leases have scheduled future rent increases, escalation clauses, or renewal options. Future minimum lease payments, excluding executory costs, at January 4, 2003 are as follows:

Fiscal year:
	2003	$	16,436,148
	2004		14,374,226
	2005		12,879,220
	2006		10,597,856
	2007		8,801,852
	Thereafter		31,677,677
		$	94,766,979

      Rent expense, including occupancy costs, was $18,527,134, $18,893,180, and $24,797,828 for the years ended December 30, 2000, January 5, 2002, and January 4, 2003, respectively. Certain leases provide for contingent rent based on sales. Contingent rent was $875,929, $525,590, and $343,716 for the years ended December 30, 2000, January 5, 2002, and January 4, 2003, respectively.

7. Revolving Credit Agreement

      The Company has a revolving credit agreement with a commercial bank. This agreement calls for a maximum line of credit of $25,000,000 subject to the calculated borrowing base as defined in the agreement. The revolving credit agreement matures on January 5, 2004 and is secured by substantially all assets of the Company and a $500,000 personal guarantee by the Company’s principal shareholder. Interest is payable monthly at the bank’s base rate plus 0.75% (5.00% per annum at January 4, 2003). The weighted average interest rate approximated 10.48% in 2000, 8.16% in 2001, and 5.42% in 2002. An unused line fee of 0.25% per annum is payable monthly based on the difference between $25,000,000 and the average loan balance.

      This $25,000,000 revolving line of credit replaced a $20,000,000 credit facility that had been entered into on June 22, 1999. In connection with the termination of the $20,000,000 credit facility, the Company recorded a loss on early extinguishment of debt of $1,245,000 for the year ended December 30, 2000.

F-14

BAKERS FOOTWEAR GROUP, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      The revolving credit agreement also allows the Company to apply the LIBOR (London Interbank Offered Rate) plus 3.00% to a designated portion of the outstanding balance for a minimum of 30 days by entering into a basis swap. The Company periodically enters into such basis swaps to modify the interest payments under the revolving credit agreement from the bank’s base rate plus 0.75% to LIBOR plus 3.00%. Such basis swaps do not meet the criteria for hedge accounting, and accordingly, changes in the fair value of the swaps are included in current results of operations. The basis swaps entered into during 2002 did not have a material effect on the financial statements.

      The Company received an overadvance of $2,500,000 on its revolving credit agreement during 2002 to provide interim funding for the Company’s acquisition of 33 store leases from SLJ. The overadvance is payable in full at maturity in February 2003. At January 4, 2003, there were no outstanding borrowings on the overadvance.

      The agreement contains a restrictive financial covenant limiting capital expenditures and other nonfinancial covenants. At January 4, 2003, the Company has $4,108,064 of unused borrowing available under the revolving credit agreement, including availability under the Company’s overadvance, based upon the Company’s borrowing base calculation.

      The agreement allows up to $10,000,000 of letters of credit to be outstanding, subject to the overall line limits. At January 5, 2002 and January 4, 2003, the Company had no outstanding letters of credit.

      On February 20, 2003, the Company entered into an amendment to its revolving credit agreement to provide a Sublimit Facility up to an additional $2,000,000, subject to certain borrowing base restrictions as defined. The Sublimit Facility is payable in full at maturity on February 20, 2004. Amounts outstanding under the Sublimit Facility cannot exceed $1,500,000 at December 1, 2003, $1,000,000 at January 1, 2004, and $500,000 at February 1, 2004. The Sublimit Facility also provides for a minimum EBITDA covenant, a minimum required availability covenant, and a limitation on capital expenditures for 2003.

8. Subordinated Debt

      The following notes payable are subordinate to the revolving credit agreement and are secured by substantially all assets of the Company:

	January 5, 2002		January 4, 2003
Subordinated note payable to Class B shareholders, principal and interest payable in quarterly installments of $30,000 up to $50,000 over the term of the loan, at 8% per annum through January 2008. Secured by a $500,000 standby letter of credit and personal guarantee of the principal shareholder	$	750,129	$	484,811
Subordinated note payable, principal and interest, at 9% per annum, due January 31, 2003		95,000		95,000
Subordinated note payable to a venture capital institution, due January 31, 2003, issued at a discount (see Note 13). Interest of $7,500 is payable quarterly Note accretes to the original face amount of $500,000 at maturity		363,396		487,553
		1,208,525		1,067,364
Less current maturities		90,071		219,901
	$	1,118,454	$	847,463

      The Company has excluded short-term obligations totaling $1,174,413 from current liabilities because it intends to refinance the obligations on a long-term basis. Short-term obligations excluded from current

F-15

BAKERS FOOTWEAR GROUP, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

liabilities include $487,553 and $686,860 at January 4, 2003 related to the subordinated note payable to a venture capital institution and the Class A stock purchase warrants, respectively. On April 8, 2003, the Company entered into an amended and restated subordinated note agreement and an amended and restated warrant agreement which extend the maturity date of the subordinated note payable and the Class A stock purchase warrants to March 1, 2004 (see Note 18).

      As of January 4, 2003, the scheduled maturities of subordinated debt are as follows:

Fiscal year:
	2003	$	219,901
	2004		633,054
	2005		167,799
	2006		46,610
		$	1,067,364

9. Subordinated Convertible Debentures

      On April 4, 2002, the Company issued $4,900,000 of subordinated convertible debentures. Interest accrues on the unpaid principal amount, beginning January 1, 2003, at 7%, increasing to 9% on January 1, 2004 and 11% on January 1, 2005, and is payable quarterly, in arrears. Principal is due and payable on April 4, 2007 (the maturity date). However, the debentures automatically convert on a qualified IPO, as defined, into an aggregate of 448,302 shares of common stock. Upon a qualified IPO, the Company would record noncash interest expense to reflect the value of the beneficial conversion feature related to these subordinated debentures. Upon consummation of a non-qualified IPO, as defined, the debentures are convertible into a variable number of shares of common stock at the option of the holder based on a formula. In the event that an IPO is not consummated prior to maturity, principal is due and payable on April 4, 2007. In addition, the debentures are mandatorily redeemable upon certain events, such as a merger, reorganization, stock sale, sale of substantially all assets of the Company, or similar transaction. The maturity or mandatory redemption amount shall be the greater of (i) the unpaid principal balance or (ii) the fair value of the shares to which the debenture holder would have been entitled on a converted basis.

      The Company’s periodic interest cost is determined using the interest method assuming an April 4, 2007 maturity of the debentures.

      Pursuant to an agreement entered into on January 2, 2004, the Company exchanged its $4,900,000 principal subordinated convertible debentures for $4,900,000 of new subordinated convertible debentures (see Note 18).

10. Employee Benefit Plan

      The Company established a 401(k) savings plan effective July 1, 2000, which allows full-time employees age 21 or over with at least one year of service to make tax-deferred contributions of 1% of compensation up to a maximum amount allowed under Internal Revenue Service guidelines. The plan provides for Company matching of employee contributions on a discretionary basis. The Company contributed $23,561, $64,991, and $0 for the years ended December 30, 2000, January 5, 2002, and January 4, 2003, respectively.

F-16

BAKERS FOOTWEAR GROUP, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

11. Commitments and Contingencies

      The Company has certain contingent liabilities resulting from litigation and claims incident to the ordinary course of business. Management believes the probable resolution of such contingencies will not materially affect the financial position or results of operations of the Company.

12. Pro Forma Income Taxes (Unaudited)

      Assuming completion of the proposed IPO (as more fully described in Note 18), the Company will revoke its S corporation status and therefore will be subject to corporate federal and state income taxes as a C corporation. Because the Company is an S corporation, deferred taxes have not been reflected in the financial statements, and the Company is not responsible for these income taxes until the revocation of the S corporation status. For informational purposes, the statements of operations include a pro forma adjustment for income taxes that would have been recorded if the Company was a C corporation, calculated in accordance with SFAS No. 109, Accounting for Income Taxes.

      The differences between pro forma income taxes at the statutory U.S. federal income tax rate of 34% and those reported in the statements of operations relate to the impact of state and local taxes and, in periods prior to the adoption of SFAS No. 142, the amortization of excess of acquired net assets over cost.

      The following table reconciles the Company’s historical income (loss) before cumulative effect of change in accounting to pro forma income (loss) before cumulative effect of change in accounting and income taxes.

	Year Ended			Year Ended			Year Ended
	December 30,			January 5,			January 4,
	2000			2002			2003
Historical income (loss) before cumulative effect of change in accounting	$	1,616,315		$	4,959,653		$	(490,627	)
State income tax expense (benefit)		165,706			315,667			(163,645	)
Reduction of amortization of excess of acquired net assets over cost assuming C corporation		(404,386	)		(404,386	)		—
Pro forma income (loss) before cumulative effect of change in accounting and income taxes	$	1,377,635		$	4,870,934		$	(654,272	)

      Significant components of the pro forma provision for (benefit from) income taxes on income (loss) before cumulative effect of change in accounting are as follows:

		December 30,			January 5,		January 4,
		2000			2002		2003
Current:
	Federal	$	1,390,471		$	1,420,414	$	(352,771	)
	State and local		163,585			167,107		(41,503	)
Total current			1,554,056			1,587,521		(394,274	)
Deferred:
	Federal		(1,145,539	)		15,688		158,454
	State and local		(134,769	)		1,846		18,642
Total deferred (credit)			(1,280,308	)		17,534		177,096
Total income tax (benefit) provision		$	273,748		$	1,605,055	$	(217,178	)

F-17

BAKERS FOOTWEAR GROUP, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      The differences between pro forma income taxes at the statutory U.S. federal income tax rate of 34% and those reported in the statements of operations are as follows:

	December 30,			January 5,			January 4,
	2000			2002			2003
Statutory federal income tax rate		34.00	%		34.00	%		34.00	%
State and local income taxes, net of federal income taxes		4.00	%		4.00	%		4.00	%
Permanent differences		(18.13	)%		(5.05	)%		(57.57	)%
Valuation allowance		—			—			—
Effective tax rate		19.87	%		32.95	%		(19.57	)%

      Deferred income taxes arise from temporary differences in the recognition of income and expense for income tax purposes. Pro forma deferred income taxes were computed using the liability method and reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes as if the Company was a C corporation. Components of the Company’s pro forma deferred tax assets and liabilities are as follows:

		January 5,		January 4,
		2002		2003
Deferred tax assets:
	Vacation accrual	$	215,813	$	256,367
	Inventory		368,283		717,833
	Stock-based and accrued bonus compensation		229,277		255,732
	Accrued rent		63,194		34,010
	Other		297,907		340,351
Total deferred tax assets			1,174,474		1,604,293
Deferred tax liabilities:
	Fixed assets		160,350		808,017
	Other		40,752		0
Total deferred tax liabilities			201,102		808,017
Net deferred tax assets		$	973,372	$	796,276

13. Shareholders’ Equity

      As of January 4, 2003, the Company has three classes of common stock: Class A, Class B, and Class C. All voting rights are vested with the Class A and Class C common stock. The Articles of Incorporation provide that all classes of common stock have equal rights with respect to distributions and liquidation preference.

Class A Stock

      All Class A shares are subject to a shareholder agreement which limits the shareholder’s ability to sell stock and provides the Company the right to purchase stock from the shareholders at a price based on net book value in certain circumstances defined in the agreement or at a price based on the appraised value of the Company in the event of the death of a Class A shareholder. The shareholder agreement provides for certain registration rights and co-sale rights in connection with an IPO.

F-18

BAKERS FOOTWEAR GROUP, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      During fiscal 1999, the Company sold 605,595 shares of Class A stock for $2,418,116, net of issuance costs. Of the total amount sold, 284,257 shares contained put options, and these shares are classified as a Class A stock redemption obligation in the accompanying balance sheets. These options give the option holders the right to cause the Company to redeem all, but not less than all, shares held by the individuals in June 2003 or thereafter. The purchase price for such redemption is to be equal to the greater of (a) the book value of the shares as defined in the agreement or (b) a variable minimum redemption amount based upon timeframes specified in the agreement. The difference between the minimum redemption amount and the original issue price of the shares holding put options is being accreted over the redemption period.

      In January 2001, 17,200 of the Class A shares with put options were sold from one shareholder to another shareholder at the original issue price. Under the purchase agreement, the put option attached to these shares did not transfer to the new shareholder and was therefore terminated. Accordingly, the original value of $69,906 associated with these shares was transferred from temporary capital into permanent paid-in capital at that time. In addition, this transaction decreased the minimum redemption amount, which is accounted for as a change in accounting estimate and thus impacts the periodic accretion charges on a prospective basis with no adjustment to prior periods. The Class A stock redemption obligation is $1,207,582 and $1,262,696 at January 5, 2002 and January 4, 2003, respectively. The Class A stock redemption obligation is payable in 36 equal monthly installments of principal plus interest at a rate of 8%.

Class B Stock

      Beginning after October 31, 2007 (ten years from the date of original issuance), the Company has the option to purchase all, but not less than all, of the 271,910 Class B shares held by the respective Class B shareholders, which represents all issued and outstanding shares. In the event the Company fails to exercise its purchase option, the principal Class A shareholder shall then have the option to purchase all, but not less than all, of the outstanding Class B shares. If the Company or the principal Class A shareholder exercises the respective right, the purchase price per share shall be an amount determined by an external appraiser selected by the parties in accordance with the agreement. Upon the death of a Class B shareholder, the Company and the principal Class A shareholder have generally the same repurchase rights and at the same price as those in place after October 31, 2007. The shareholder agreement provides for certain registration rights and co-sale rights in connection with an IPO (see Note 18).

      The Class B shareholders also have the right to cause the Company to redeem all 271,910 Class B shares upon the Company’s final principal payment related to the outstanding subordinated note payable with these shareholders in January 2008 (see Note 8). The Class B shareholders could cause such redemption to occur earlier upon the occurrence of certain events, as defined in the agreement. The purchase price upon the redemption of the Class B shares is based on net book value per share in accordance with the agreement. Periodic changes in the redemption value are recognized immediately by the Company as they occur. Thus, the carrying value of the Class B shares is adjusted to equal the redemption amount at the end of each reporting period through an offset to retained earnings. The value of the Class B stock redemption obligation is $283,500 as of January 4, 2003.

Stock Option Plan

      The Company has a stock option plan (the Plan) under which non-qualified options to purchase up to 1,500,000 shares of voting Class C stock are available to be granted to employees at an option price determined by the Board of Directors, which administers the Plan. At January 5, 2002, approximately 1,139,000 shares are available for issuance under the Plan. No option can be for a term of more than

F-19

BAKERS FOOTWEAR GROUP, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

14 years from the date of grant. In general, options vest at 25% per year on each annual anniversary date of the optionee’s employment with the Company. At January 4, 2003, approximately 183,206 options are exercisable. No options have been exercised since the inception of the Plan.

      Stock option activity under the Plan during the years ended December 30, 2000, January 5, 2002, and January 4, 2003 is as follows:

		Number of			Weighted Average
		Options			Exercise Price
Outstanding at December 31, 1999			348,963		$	0.01
	Granted		11,632			0.01
	Exercised		—			—
	Cancelled		—			—
Outstanding at December 30, 2000			360,595			0.01
	Granted		—			—
	Exercised		—			—
	Cancelled		(116,321	)		0.01
Outstanding at January 5, 2002			244,274			0.01
	Granted		—			—
	Exercised		—			—
	Cancelled		—			—
Outstanding at January 4, 2003			244,274		$	0.01

      The Company has elected to follow APB No. 25 and related interpretations in accounting for its stock options and the disclosure-only provisions of SFAS No. 123. Under APB No. 25, compensation expense is recognized over the vesting period based on the amount by which the fair value of the underlying common stock exceeds the exercise price of stock options at the date of grant. Accordingly, the Company recorded compensation expense of $359,692, $69,623, and $243,665 for the years ended December 30, 2000, January 5, 2002, and January 4, 2003, respectively, which represents the difference between the estimated fair value of the stock on the date of grant compared to the $0.01 strike price per option.

      Pro forma information regarding results of operations is required by SFAS No. 123 as if the Company had accounted for its stock-based awards under the fair value method. The fair value of the Company’s stock-based awards to employees has been estimated using the minimum value option pricing model, which does not consider stock price volatility. Because the Company does not have actively traded equity securities, volatility is not considered in determining the fair value of the stock-based awards.

      For the year ended January 4, 2003, the fair value of the Company’s stock-based awards was estimated using the following weighted average assumptions:

Expected life of options in years	4
Risk-free interest rate	5.0	%
Expected dividend yield	0.0	%

      The weighted average remaining contractual life of the stock options outstanding at January 4, 2003 is approximately 11 years. For pro forma purposes, had the compensation expense been determined in accordance with SFAS No. 123, net income for the years ended December 30, 2000, January 5, 2002, and January 4, 2003 would not have been materially different from the amounts reported.

F-20

BAKERS FOOTWEAR GROUP, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      The effect of applying SFAS No. 123 on pro forma net income (loss) as stated above is not necessarily representative of the effects on reported net income (loss) for future periods due to, among other things, the vesting period of the stock options and the fair value of additional stock options in future years.

Stock Purchase Warrants

      The Company issued warrants that entitle the note holder to acquire 76,907 shares of Class A common stock at an exercise price of $0.001 per share. The note holder may also put the warrants to the Company on the maturity date of the related subordinated note, which is January 31, 2003. The minimum stated repurchase obligation for the warrants on that date is $700,000 and could be higher based on the Company’s financial results. At the date of issuance in fiscal 1999, the Company determined the fair value of the subordinated note payable and allocated the proceeds received between the note and warrants based on their respective fair values at the time of issuance. The value allocated to the warrants, of $307,551, was recorded as a debt discount to be charged to interest expense over the life of the notes using the effective interest method. Interest expense recorded with respect to the amortization of the debt discount was $60,150, $86,424, and $124,160 for the years ended December 30, 2000, January 5, 2002, and January 4, 2003, respectively.

      The warrants are being accreted, using the effective interest method, to the minimum repurchase amount of $700,000 over the term of the note as interest expense, which was $88,775, $111,520, and $140,094 for the years ended December 30, 2000, January 5, 2002, and January 4, 2003, respectively.

      On April 8, 2003, the Company entered into an amended and restated warrant agreement which extends the maturity date of the Class A stock purchase warrants to March 1, 2004 (see Note 18).

14. Earnings per Share

      The following table sets forth the computation of basic and diluted earnings per share:

											Nine Months			Nine Months
		Year Ended			Year Ended			Year Ended			Ended			Ended
		December 30,			January 5,			January 4,			October 5,			October 4,
		2000			2002			2003			2002			2003
											(Unaudited)			(Unaudited)
Numerator:
	Income (loss) before cumulative effect of change in accounting	$	1,616,315		$	4,959,653		$	(490,627	)	$	(2,201,011	)	$	(3,565,170	)
	Cumulative effect of change in accounting		—			—			2,774,899			2,774,899			—
	Net income		1,616,315			4,959,653			2,284,272			573,888			(3,565,170	)
	Accretion on redeemable stock		(53,670	)		(241,768	)		(144,714	)		82,946			240,520
Numerator for basic earnings per share			1,562,645			4,717,885			2,139,558			656,834			(3,324,650	)
Add accretion on redeemable stock(3)			53,670			241,768			144,714			(82,946	)		—
Interest expense related to warrants(1)(2)			—			111,520			140,094			102,020			—
Numerator for diluted earnings per share		$	1,616,315		$	5,071,173		$	2,424,366		$	675,908		$	(3,324,650	)

F-21

BAKERS FOOTWEAR GROUP, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

									Nine Months		Nine Months
			Year Ended		Year Ended		Year Ended		Ended		Ended
			December 30,		January 5,		January 4,		October 5,		October 4,
			2000		2002		2003		2002		2003
									(Unaudited)		(Unaudited)
Denominator:
	Denominator for basic earnings per share — weighted average shares			1,408,988		1,426,188		1,426,188		1,426,188		1,426,188
	Effect of dilutive securities(2):
		Stock options		359,662		295,797		243,663		243,663		—
		Stock purchase warrants(1)		—		76,888		76,888		76,888		—
		Redeemable securities		556,167		538,967		538,967		538,967		—
Denominator for diluted earnings per share — adjusted weighted average shares and assumed conversions				2,324,817		2,337,840		2,285,706		2,285,706		1,426,188

(1)	The diluted earnings per share calculation for the year ended December 30, 2000 excludes incremental shares of 76,888 and interest expense of $88,775 related to the outstanding stock purchase warrants because they are antidilutive.
(2)	The diluted earnings per share calculation for the nine-month period ended October 4, 2003 excludes incremental shares of 331,671 related to stock options and stock purchase warrants, 538,967 shares related to redeemable securities, and interest expense of $113,140 related to the outstanding stock purchase warrants because they are antidilutive.
(3)	The numerator for diluted earnings per share is the same as the numerator for basic earnings per share due to the net loss incurred for the nine-month period ended October 4, 2003. Therefore, accretion on redeemable stock has not been added back for purposes of computing the numerator for diluted earnings per share for the nine-month period ended October 4, 2003.

F-22

BAKERS FOOTWEAR GROUP, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

										Nine Months			Nine Months
	Year Ended			Year Ended			Year Ended			Ended			Ended
	December 30,			January 5,			January 4,			October 5,			October 4,
	2000			2002			2003			2002			2003
										(Unaudited)			(Unaudited)
Basic earnings per share
Income (loss) before cumulative effect of change in accounting	$	1.15		$	3.48		$	(0.34	)	$	(1.54	)	$	(2.50	)
Cumulative effect of change in accounting		—			—			1.94			1.94			—
Net income		1.15			3.48			1.60			0.40			(2.50	)
Accretion on Class A and Class B redeemable stock		(0.04	)		(0.17	)		(0.10	)		0.06			0.17
Net income allocable to common shareholders	$	1.11		$	3.31		$	1.50		$	0.46		$	(2.33	)
Diluted earnings per share
Income (loss) before cumulative effect of change in accounting	$	0.70		$	2.12		$	(0.21	)	$	(0.96	)	$	(2.33	)
Cumulative effect of change in accounting		—			—			1.21			1.21			—
Net income		0.70			2.12			1.00			0.25			(2.33	)
Interest expense related to Class A stock purchase warrants(1)(2)		—			0.05			0.06			0.05			—
Net income allocable to common shareholders(3)	$	0.70		$	2.17		$	1.06		$	0.30		$	(2.33	)

(1)	The diluted earnings per share calculation for the year ended December 30, 2000 excludes incremental shares of 76,888 and interest expense of $88,775 related to the outstanding stock purchase warrants because they are antidilutive.
(2)	The diluted earnings per share calculation for the nine-month period ended October 4, 2003 excludes incremental shares of 331,671 related to stock options and stock purchase warrants, 538,967 shares related to redeemable securities, and interest expense of $113,140 related to the outstanding stock purchase warrants because they are antidilutive.
(3)	Diluted earnings per share are the same as basic earnings per share due to the net loss incurred for the nine-month period ended October 4, 2003.

F-23

BAKERS FOOTWEAR GROUP, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

      The following table sets forth the earnings per share for the unaudited pro forma information on the accompanying statements of operations (see Note 12):

										Nine Months			Nine Months
	Year Ended			Year Ended			Year Ended			Ended			Ended
	December 30,			January 5,			January 4,			October 5,			October 4,
	2000			2002			2003			2002			2003
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Basic earnings (loss) per share
Income (loss) before cumulative effect of change in accounting	$	0.78		$	2.29		$	(0.31	)	$	(0.90	)	$	(1.54	)
Cumulative effect of change in accounting, net of taxes		—			—			1.23			1.23			—
Net income (loss)		0.78			2.29			0.92			0.33			(1.54	)
Accretion on Class A and Class B redeemable stock		(0.03	)		(0.17	)		(0.09	)		0.06			0.17
Net income (loss) allocable to common shareholders	$	0.75		$	2.12		$	0.83		$	0.39		$	(1.37	)
Diluted earnings (loss) per share
Income (loss) before cumulative effect of change in accounting	$	0.47		$	1.40		$	(0.19	)	$	(0.56	)	$	(1.54	)
Cumulative effect of change in accounting, net of taxes		—			—			0.77			0.77			—
Net income (loss)		0.47			1.40			0.58			0.21			(1.54	)
Interest expense related to Class A stock purchase warrants(1)(2)		—			0.04			0.06			0.04			0.17
Net income (loss) allocable to common shareholders(3)	$	0.47		$	1.44		$	0.64		$	0.25		$	(1.37	)

(1)	The diluted earnings per share calculation for the year ended December 30, 2000 excludes incremental shares of 76,888 and interest expense of $88,775 related to the outstanding stock purchase warrants because they are antidilutive.
(2)	The diluted earnings per share calculation for the nine-month period ended October 4, 2003 excludes incremental shares of 331,671 related to stock options and stock purchase warrants, 538,967 shares related to redeemable securities, and interest expense of 113,140 related to the outstanding stock purchase warrants because they are antidilutive.
(3)	Diluted earnings per share are the same as basic earnings per share due to the net loss incurred for the nine-month period ended October 4, 2003.

F-24

BAKERS FOOTWEAR GROUP, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

15. Fair Value of Financial Instruments

      The carrying values and fair values of the Company’s financial instruments are as follows:

	January 5, 2002				January 4, 2003
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value
Cash and cash equivalents	$	495,302	$	495,302	$	—	$	—
Revolving notes payable and long-term subordinated debt, including current maturities		3,859,801		4,048,959		8,110,582		8,146,591
Subordinated convertible debentures		—		—		4,900,000		5,742,448
Capital lease obligations, including current maturities		1,989,362		1,989,362		2,117,166		2,400,791
Stock purchase warrants		546,766		656,136		686,860		697,421

      The carrying amount of cash equivalents approximates fair value because of the short maturity of those instruments. The fair values of long-term debt and capital lease obligations have been estimated based on current rates offered to the Company for debt of the same maturities. The fair value of stock purchase warrants is estimated based upon the minimum repurchase amount discounted based on current rates offered to the Company for debt of the same maturity.

16. Related Party Transactions

      The Company purchases merchandise inventory from a vendor affiliated with the Company through common ownership. Such purchases during the years ended December 30, 2000, January 5, 2002, and January 4, 2003 were not material to the Company’s total cost of merchandise.

      Holders of $1,000,000 of the $4,900,000 outstanding subordinated convertible debentures are related parties, including a relative of the principal shareholder and an entity affiliated with the Company through a common director.

      In addition, the Company maintains certain of its cash and cash equivalents with a financial institution also affiliated with the Company through common ownership. A portion of the Company’s long-term subordinated debt and Class A stock purchase warrants are payable to this affiliated financial institution. The transactions with this affiliate are executed in the normal course of business.

F-25

BAKERS FOOTWEAR GROUP, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

17. Quarterly Financial Data — Unaudited

		First			Second		Third			Fourth
Fiscal year 2001:
	Net sales	$	33,164,841		$	37,528,409	$	31,940,160		$	38,175,860
	Cost of merchandise sold, occupancy, and buying expenses		24,141,372			25,487,380		23,219,566			25,366,103
	Net income (loss)		(7,110	)		2,671,808		(404,358	)		2,699,313
	Basic earnings (loss) per share		(0.05	)		1.83		(0.33	)		1.85
	Diluted earnings (loss) per share		(0.05	)		1.13		(0.33	)		1.19
Fiscal year 2002:
	Net sales	$	31,984,313		$	39,281,255	$	36,084,090		$	43,201,034
	Cost of merchandise sold, occupancy, and buying expenses		21,908,860			27,388,715		27,581,119			28,535,941
	Net income (loss)		3,212,524			457,565		(3,096,201	)		1,710,384
	Basic earnings (loss) per share		1.99			0.35		(1.88	)		1.04
	Diluted earnings (loss) per share		1.42			0.22		(1.88	)		0.76
Fiscal year 2003:
	Net sales	$	31,671,552		$	38,044,690	$	33,979,883
	Cost of merchandise sold, occupancy, and buying expenses		23,953,077			26,526,549		24,631,801
	Net income (loss)		(3,254,643	)		722,408		(1,032,935	)
	Basic earnings (loss) per share		(2.09	)		0.50		(0.73	)
	Diluted earnings (loss) per share		(2.09	)		0.33		(0.73	)

18. Subsequent Events

Refinancings

      On April 8, 2003, the Company entered into an amended and restated subordinated note agreement and an amended and restated warrant agreement to refinance its obligations under the subordinated note payable to a venture capital institution and the Class A stock purchase warrants, each with an original maturity of January 31, 2003. At January 4, 2003, the subordinated note payable and the Class A stock purchase warrants had a balance of $487,553 and $686,860, respectively. The maturity date of both instruments has been extended to March 1, 2004. The subordinated note payable, with a face amount of $500,000, will bear interest at 10% per annum, payable quarterly. The face amount of the note is payable at maturity. The amended and restated warrant agreement provides for an increase in the minimum repurchase amount of $150,000. The warrants will continue to be accreted as interest expense, using the effective interest method to the revised minimum repurchase amount of $850,000 over the remaining term of the note. The revised minimum purchase amount of $850,000 is payable at maturity. Both the subordinated note payable and the Class A stock purchase warrant have been excluded from current liabilities at January 4, 2003 because of the Company’s intent and demonstrated ability to refinance these obligations on a long-term basis.

      On November 26, 2003, the Company amended its revolving credit agreement to extend the maturity date to January 5, 2005.

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BAKERS FOOTWEAR GROUP, INC.

NOTES TO FINANCIAL STATEMENTS — (Continued)

Exchange of subordinated convertible debentures

      Pursuant to an agreement entered into on January 2, 2004, the Company exchanged its $4,900,000 principal subordinated convertible debentures (“existing convertible debentures”) for $4,900,000 principal subordinated convertible debentures (“new convertible debentures”). The new convertible debentures will be recorded at fair value, or $4,500,000. The Company estimated the fair value of the debentures based upon the present value of expected cash flows of the debentures and the related conversion feature using comparable company multiples, considering the risks associated with these instruments. In connection with the extinguishment of the existing convertible debentures, the Company will write off the related unamortized debt issuance costs and anticipates recognizing a loss on extinguishment of $30,670. The new convertible debentures bear interest at 7%, increasing to 9% on January 1, 2004 and 11% on January 1, 2005. Interest is payable quarterly, in arrears. Principal is due and payable on April 4, 2007 (the maturity date). However, the debentures automatically convert on an IPO, into an aggregate of 653,331 shares of common stock. In the event that an IPO is not consummated prior to maturity, principal is due and payable at the maturity date. The new convertible debentures also provide for certain registration rights in the event of an IPO. In addition, the new convertible debentures are mandatorily redeemable upon certain events, such as a merger, reorganization, stock sale, sale of substantially all assets of the Company, or similar transaction. The maturity or mandatory redemption amount shall be the greater of (i) the unpaid principal balance or (ii) the fair value of the shares to which the debenture holder would have been entitled on a converted basis.

Initial Public Offering

      On December 1, 2003, the Company’s Board of Directors authorized the filing of an amendment to the registration statement with the Securities and Exchange Commission relating to an IPO of 1,750,000 shares of the Company’s unissued common stock (262,500 additional shares if the underwriters’ over-allotment option is exercised). Upon the consummation of the IPO, the Company intends to effect a reclassification to convert its three classes of stock into a single class of voting common stock on a 1.0 for 1.0 basis.

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1,750,000 Shares

Common Stock

PROSPECTUS

        Until                     , 2004 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Joint Lead Managers

RYANBECK&CO. BB&TCAPITALMARKETS

The date of this prospectus is                     , 2004

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

      The following table sets forth the expenses (other than underwriting discounts and commissions) payable by the Company in connection with the sale and distribution of the shares registered hereby. Other than the SEC registration fee and the NASD fee, all the amounts listed are estimates.

SEC Registration Fee		$	2,571
Accounting Fees and Expenses			800,000
NASD Fee			3,294
Nasdaq National Market Listing Fee			100,000
Legal Fees and Expenses			1,250,000
Transfer Agent, Registration Fee and Taxes (Federal & State)			10,000
Printing Expenses			300,000
Miscellaneous Expenses			225,000
	Total	$	2,690,865

      In fiscal year 2002, we determined that we would delay our initial public offering for a period in excess of 90 days and, as a result, we wrote off $1,708,466 of costs initially deferred in connection with the registration process. The above table includes amounts written off.

Item 14. Indemnification of Directors and Officers.

      Sections 351.355(1) and (2) of The General and Business Corporation Law of the State of Missouri (“GBCL”) provide that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of an action or suit by or in the right of the corporation, no person shall be indemnified as to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that such person is fairly and reasonably entitled to indemnity for proper expenses. Our bylaws provide that such indemnification shall be provided to our directors and may be provided to our officers, employees and agents. Section 351.355(3) provides that, except as otherwise provided in the corporation’s articles of incorporation or the bylaws, to the extent a director, officer, employee or agent of the corporation has been successful in the defense of any such action, suit or proceeding or any claim, issue or matter therein, he shall be indemnified against expenses, including attorney’s fees, actually and reasonably incurred in connection with such action, suit or proceeding. Our bylaws provide that such indemnification shall be mandatory. Section 351.355(7) provides that a corporation may provide additional indemnification to any person indemnifiable under subsection (1) or (2), provided such additional indemnification is authorized by the corporation’s articles of incorporation or an amendment thereto or by a shareholder-approved bylaw or agreement, provided further that no person shall thereby be indemnified against conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

      Our amended and restated articles of incorporation and our bylaws provide that the liability of our directors to Bakers or to any of our shareholders for monetary damages for breach of fiduciary duties as a

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director shall be limited to the fullest extent permitted by the GBCL. Any change to our articles of incorporation affecting this limitation on liability shall not apply to actions taken or omissions made prior to such change.

      In addition, we expect to enter into indemnification contracts with our directors that will become effective upon consummation of this offering. Pursuant to those agreements, we have agreed to indemnify the directors to the full extent authorized or permitted by the GBCL. We expect the agreements to provide for indemnification to the extent not covered by the GBCL or insurance policies purchased and maintained by us (e.g., if the GBCL is amended to change the scope of indemnification). Such indemnification would be coextensive with the indemnification currently permitted by the GBCL, as described above, but no indemnity would be paid (i) in respect to remuneration paid to the director if it shall be finally judicially adjudged that such remuneration was in violation of law; (ii) if a final judgment is rendered against the director for an accounting of profits made from the purchase or sale by director, executive officer or employee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any state or local statutory law; (iii) on account of the director’s conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; or (iv) if a final decision by a court having jurisdiction in the matter (all appeals having been denied or none having been taken) shall determine that such indemnification is not lawful.

      We expect the agreements to provide for the advancement of expenses of defending any civil or criminal action, claim, suit or proceeding against the director and for repayment of such expenses by the director of the Company if it is ultimately judicially determined that the director is not entitled to such indemnification.

      We will have directors’ and officers’ insurance which protects each director and officer from liability for actions taken in their capacity as directors or officers. This insurance may provide broader coverage for such individuals than may be required by the provisions of the our articles of incorporation.

      The foregoing represents a summary of the general effect of the indemnification provisions of the GBCL, our amended and restated articles of incorporation, our bylaws and such agreements and insurance. Additional information regarding indemnification of directors and officers can be found in Section 351.355 of the GBCL, our amended and restated articles of incorporation and its pertinent agreements, copies forms of which have been filed as exhibits to the Registration Statement.

Item 15. Recent Sales of Unregistered Securities.

      We sold the following securities during the past three years that were not registered under the Securities Act of 1933, as amended. Unless expressly provided otherwise, amounts have not been adjusted to reflect the reclassification of our capital structure, which will be effective upon completion of this offering.

      In June 1999, we sold 605,594.92 shares of Class A Common Stock to a group of accredited investors in an offering not involving any public offering for approximately $2.4 million.

      In June 1999, we issued a subordinated note to Mississippi Valley Capital Company in the aggregate principal amount of $500,000, bearing interest at 6.0% per annum and due January 31, 2003. In connection with this note, we issued a warrant exercisable for 76,907 shares of Class A Common Stock at an aggregate exercise price of $76.91 to Mississippi Valley Capital Company. In January 2003, the note and warrant held by Mississippi Valley Capital Company were transferred to Mississippi Valley Capital, LLC, a manager-managed limited liability company. On January 31, 2003, the note and the warrant were extended when we amended and restated the note payable and warrant. The amended and restated note bears interest at the rate of 10% per annum and is due on March 1, 2004. Under the note, among other things, we are obligated to retain Peter Edison as our chief executive officer. The warrant will be exercisable upon completion of this offering. The amended and restated warrant is redeemable, if not exercised, on March 1, 2004, for at least $850,000. The note and the warrant have been issued, the

II-2

underlying shares of common stock will be issued and the note and warrant were amended and restated in an offering not involving any public offering.

      Upon completion of this offering, we will issue to the underwriters’ representatives five year warrants to purchase up to 175,000 shares of our common stock, subject to antidilution adjustments, at an exercise price of $          , or 120% of the offering price. The warrant holders may exercise the warrants at any time during the four-year period commencing one year after the date of this prospectus.

      In April 2002, we issued $4.9 million of subordinated convertible debentures to a group of accredited investors in an offering not involving a public offering. Pursuant to an exchange agreement entered into on January 2, 2004, we exchanged those debentures for a new issuance of $4.9 million in subordinated convertible debentures. The new subordinated convertible debentures will convert into an aggregate of 653,331 shares of our common stock at a conversion price of $7.50 upon the completion of this offering. For the issuance of the original debentures, the exchange of the original debentures for the new issuance of debentures and the issuance of the shares of common stock underlying the new debentures we have relied on the exemption(s) from registration relating to offerings that did not involve any public offering pursuant to Section 4(2) under the Securities Act of 1933 and/or an exchange by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange pursuant to Section 3(a)(9) under the Securities Act of 1933.

      In all the foregoing transactions we have relied on the exemption from registration for private transactions not involving any public offering pursuant to Section 4(2) under the Securities Act of 1933 and/or the rules and regulations thereunder for transactions by an issuer not involving any public offering. Sales of the securities were without the use of an underwriter, and the certificates evidencing the securities relating to the foregoing transactions bear restrictive legends permitting the transfer thereof only upon registration of such securities or an exemption under the Securities Act. The recipients of securities in these transactions represented their intention to acquire the securities for investment purposes only and not with a view to or for distribution in connection with these transactions. Each security bore a restrictive legend and/or the recipient was a party to an agreement restricting transfer and had adequate access to information about us through such recipient’s relationship with us or through information provided to them.

      In June 1999, we granted options to purchase 348,963 shares of Class C Common Stock at a weighted average exercise price of $0.01 per share pursuant to written compensation agreements with our management team. In January 2000, we granted options to purchase 11,632 shares of Class C Common Stock at a weighted average exercise price of $0.01 per share pursuant to written compensation agreements to members of our management team. The options to acquire Class C Common Stock were issued pursuant to our Class C Equity Incentive Stock Option Plan. Under the Plan and the option agreement, the options vest ratably in installments of one-fourth per year starting on the first anniversary of the date of grant. In June, 2003, we granted immediately exercisable options to purchase 24,718 shares of Class C Common Stock at an exercise price of $0.01 pursuant to a written compensation agreement to a member of our management team.

      For all of the option grants we have relied on the exemption from registration pursuant to Section 3(b) of the Securities Act of 1933 and Rule 701 promulgated thereunder as grants pursuant to written compensatory benefit plans. The aggregate exercise prices were less than 15% of our consolidated assets as of the relevant balance sheet date.

      On the date of this registration statement, we had three classes of common stock authorized, Class A common stock, Class B common stock and Class C common stock. As of the date hereof, shares of Class A and Class B common stock were outstanding. Upon the completion of this offering, in accordance with our articles of incorporation, all shares of Class A and Class B common stock will automatically convert into one class of common stock on a 1.0 for 1.0 basis, excluding fractional shares. As a result, we will have one class of voting common stock which we are selling in this offering. In addition, holders of Class C options have agreed to amend their option award agreements to purchase Class C common stock to cover shares of this new class of common stock. We have relied on the exemption from registration

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under the Securities Act of 1933 pursuant to Section 3(a)(9) and/or the rules and regulations thereunder for securities exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.

Item 16. Exhibits and Financial Statement Schedules.

      See Exhibit Index and Financial Schedules.

Item 17. Undertakings.

      The undersigned hereby undertakes:

      (1) To provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

      (2) For the purpose of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as a part of this registration statement in reliance upon 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

      (3) For purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri on January 20, 2004.

BAKERS FOOTWEAR GROUP, INC.

By:  /s/ PETER A. EDISON

Peter A. Edison,

Chairman of the Board and

Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 4 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PETER A. EDISON (Peter A. Edison)	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	January 20, 2004
/s/ LAWRENCE L. SPANLEY, JR. (Lawrence L. Spanley, Jr.)	Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)	January 20, 2004

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EXHIBIT INDEX

Exhibit
Number			Description
	1	.1	Form of Underwriting Agreement dated January   , 2004 by and among the Company, Ryan Beck & Co., Inc. and BB&T Capital Markets, a Division of Scott & Stringfellow, Inc., as representatives of the Underwriters named therein.
	2	.1*	Purchase Agreement dated January 25, 2002 by and between the Company and SLJ Retail LLC, debtor-in-possession under Case No. 01-75780-crm in the United States Bankruptcy Court for the Northern District of Georgia
	3	.1(a)*	Form of Restated Articles of Incorporation of the Company to be in effect immediately prior to and upon the consummation of the offering
	3	.1(b)*	Form of Restated Articles of Incorporation of the Company to be in effect following the completion of the offering
	3	.2	Form of Restated Bylaws of the Company
	4	.1*	Debenture Purchase Agreement dated April 4, 2002 by and among the Company and the persons on the attached signature pages
	4	.1.1*	Convertible Debenture Exchange Agreement dated January 2, 2004 by and among the Company, Special Situations Private Equity Fund, L.P., Special Situations Cayman Fund, L.P., Special Situations Fund III, L.P., Julian Edison, The Crown Advisors, LLC, Crown Investment Partners, L.P. and SWB Holdings, Inc.
	4	.1.2*	Form of Subordinated Convertible Debenture dated January 2004 (included as Exhibit A to Exhibit 4.1.1)
	4	.2*	Registration Rights Agreement dated April 4, 2002 by and among the Company, Special Situations Fund III, L.P., Special Situations Cayman Fund, L.P., Special Situations Private Equity Fund, L.P., The Crown Advisors LLC, Crown Investment Partners, LP, Eagle Fund I LP and Julian Edison
	4	.2.1*	Second Registration Rights Agreement dated January 2, 2004 by and among the Company, Special Situations Fund III, L.P., Special Situations Cayman Fund, L.P., Special Situations Private Equity Fund, L.P., The Crown Advisors LLC, Crown Investment Partners, LP, SWB Holdings, Inc. and Julian Edison.
	4	.2.2*	Form of Letter to Ryan Beck & Co., Inc. and BB&T Capital Markets, as representatives of the underwriters, relating to restrictions on transferability of common stock underlying convertible debentures (included as Exhibit B to Exhibit 4.2.1)
	4	.3	Form of Representatives’ Warrant Agreement by and among the Company, Ryan Beck & Co., Inc. and BB&T Capital Markets, a Division of Scott & Stringfellow, Inc.
	4	.4*	Amended and Restated Intercreditor and Subordination Agreement dated January 2, 2004 by and among Fleet Retail Financing Inc., Special Situations Private Equity Fund, L.P., Special Situations Cayman Fund, L.P., Special Situations Fund III, L.P., Julian Edison, The Crown Advisors, LLC, Crown Investment Partners, L.P., SWB Holdings, Inc. and the Company
	4	.5	Form of Letter to Ryan Beck & Co., Inc. and BB&T Capital Markets, as representatives of the underwriters, relating to restrictions on transferability of common stock
	5	.1**	Opinion of Bryan Cave LLP regarding the validity of the common stock
	10	.1*	Bakers Footwear Group, Inc. 2003 Stock Option Plan
	10	.2*	Bakers Footwear Group, Inc. Cash Bonus Plan
	10	.3*	Promissory Note in favor of Sanford Weiss, individually and as agent for the Class B Shareholders dated October 31, 1997 in the principal amount of $1,000,000
	10	.4*	Security Agreement in favor of Sanford Weiss, as agent for the Class B Shareholders dated October 31, 1997 (included as Schedule 4 to Exhibit 10.3)
	10	.5*	Limited Personal Guaranty given by Peter A. Edison in favor of Sanford Weiss, as agent for the Class B Shareholders dated October 31, 1997 (included as Schedule 5 to Exhibit 10.3)

Exhibit
Number			Description
	10	.6*	Promissory Note in favor of Southwest Bank of St. Louis dated June 22, 1999 in the principal amount of $95,000
	10	.7*	Promissory Note in favor of Mississippi Valley Capital Company dated June 22, 1999 in the principal amount of $500,000
	10	.7.1*	Amended and Restated Subordinated Note in favor of Mississippi Valley Capital, LLC dated as of January 31, 2003 in the principal amount of $500,000
	10	.8*	Warrant in favor of Mississippi Valley Capital Corporation to purchase shares of Class A Common Stock
	10	.8.1*	Amended and Restated Warrant in favor of Mississippi Valley Capital to purchase shares of Class A Common Stock
	10	.9*	Concurrent Use Agreement dated June 23, 1999 between the Company and Novus, Inc.
	10	.10*	Assignment of Rights dated June 23, 1999 between the Company and Edison Brothers Stores, Inc.
	10	.11*	Consultant Agreement dated May 18, 2001 by and between the Company and Mark H. Brown & Associates, LLC
	†10	.12*	Warehousing Service Agreement dated April 28, 2000 between Brown Shoe Company, Inc. and the Company
	10	.13*	Letter of Understanding Between Transmodal Associates, Inc. and Cargotrans Transitarios Internacionais
	10	.14*	Motor Transportation Contract dated October 25, 1999 between Combined Express, Inc. and the Company
	10	.15	Employment Agreement dated January 12, 2004 by and between the Company and Peter Edison
	10	.16	Employment Agreement dated April 1, 2002 by and between the Company and Michele Bergerac
	10	.17*	Amended and Restated Loan and Security Agreement dated June 11, 2002 by and between Fleet Retail Finance, Inc. and the Company
	10	.17.1*	First Amendment to Amended and Restated Loan and Security Agreement dated February 20, 2003 by and between Fleet Retail Finance, Inc. and the Company
	10	.17.2*	Amended & Restated Intercreditor Subordination Agreement among the Company, Mississippi Valley Capital, LLC and Fleet Retail Finance Inc. dated April 8, 2003 (included in Exhibit 10.17.1).
	10	.17.3*	Security Agreement in favor of Mississippi Valley, Capital LLC dated January 31, 2003, (Included in Exhibit 10.17.1).
	10	.17.4*	Second Amendment to Amended and Restated Loan and Security Agreement dated as of November 26, 2003 by and between Fleet Retail Finance, Inc. and the Company
	10	.17.5*	Third Amendment and Waiver and Consent Agreement dated January 2, 2004 by and between Fleet Retail Finance, Inc. and the Company
	10	.18*	Form of Tax Indemnification Agreement among the Company and its shareholders dated January 3, 2004
	10	.19	Software License Agreement dated June 3, 1999 by and between JDA Software, Inc. and the Company.
	10	.20	Employment Agreement dated September 16, 2002 by and between the Company and Stanley K. Tusman
	10	.21	Employment Agreement dated December 12, 2003 by and between the Company and Joe Vander Pluym
	10	.22	Employment Agreement dated December 12, 2003 by and between the Company and Mark Ianni
	10	.23	Employment Agreement dated December 17, 2003 by and between the Company and Lawrence Spanley, Jr.
	10	.24*	Letter to Peter Edison from Peter Edison dated March 5, 2003 outlining the 2003 bonus levels

Exhibit
Number			Description
	10	.25*	Letter to Michele Bergerac from Peter Edison dated March 5, 2003 outlining the 2003 bonus levels
	10	.26*	Letter to Mark Ianni from Peter Edison dated March 5, 2003 outlining the 2003 bonus levels
	10	.27*	Letter to Stan Tusman from Peter Edison dated March 5, 2003 outlining the 2003 bonus levels
	10	.28*	Letter to Joe Vander Pluym from Peter Edison dated March 5, 2003 outlining the 2003 bonus levels
	10	.29*	Letter to Larry Spanley from Peter Edison dated March 5, 2003 outlining the 2003 bonus levels
	10	.30	Amendment to Software License Agreement and Software Support Agreement dated June 4, 1999 by and between JDA Software, Inc. and the Company
	10	.31	Form of Financial Advisor Agreement dated January  , 2004 by and between Ryan Beck & Co., Inc. and the Company
	16	.1*	Letter re Change in Certifying Accountant
	23	.1	Consent of Ernst & Young LLP
	23	.3**	Consent of Bryan Cave LLP (included in Exhibit 5.1)
	23	.4*	Consent of Nominee for Director signed by Andrew N. Baur
	23	.5*	Consent of Nominee for Director signed by Michele A. Bergerac
	23	.6*	Consent of Nominee for Director signed by Bernard A. Edison
	23	.7*	Consent of Nominee for Director signed by Julian I. Edison
	23	.8*	Consent of Nominee for Director signed by Timothy F. Finley
	23	.9*	Consent of Nominee for Director signed by Scott C. Schnuck
	23	.10*	Consent of Nominee for Director signed by Harry E. Rich
	24	.1*	Power of Attorney (included in signature page)

*	Previously filed.
**	To be filed by amendment.

†    Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

EX-1.1 3 c80714a4exv1w1.txt FORM OF UNDERWRITING AGREEMENT EXHIBIT 1.1 2,012,500 SHARES BAKERS FOOTWEAR GROUP, INC. COMMON STOCK UNDERWRITING AGREEMENT [ ], 2004 Ryan Beck & Co., Inc. BB&T Capital Markets as Representatives of the Underwriters c/o Ryan Beck & Co., Inc. 650 Madison Avenue New York, New York 10022 Dear Sirs: Bakers Footwear Group, Inc., a Missouri corporation (the "Company"), proposes to issue and sell to the Underwriters named in Schedule A hereto (the "Underwriters"), for whom Ryan Beck & Co., Inc. ("Ryan Beck") and BB&T Capital Markets, a Division of Scott & Stringfellow, Inc. ("BB&T") are acting as representatives (Ryan Beck and BB&T are, collectively, the "Representatives"), an aggregate of 1,750,000 shares (the "Firm Shares") of the Common Stock, par value $.0001 per share (the "Common Stock"), of the Company. In addition, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, the Company proposes to issue and sell to the Underwriters, at the Underwriters' option, up to an additional 262,500 shares of Common Stock (the "Option Shares") as set forth herein. The term "Shares" as used herein, unless otherwise indicated, shall mean the Firm Shares and the Option Shares. The Company also proposes to issue and sell to the Representatives warrants (the "Warrants") pursuant to the Representatives' Warrant Agreement among the Company and the Representatives (the "Warrant Agreement") for the purchase of an additional aggregate 175,000 shares of Common Stock. The shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to as the "Representatives' Shares." The Firm Shares, the Option Shares, the Warrants and the Representatives' Shares (collectively, the "Securities") are more fully described in the Registration Statement and the Prospectus referred to below. SECTION 1. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY. The Company represents and warrants to, and agrees with, each of the Underwriters as of the date hereof, and as of the First Closing Date (as defined in Section 3(a) below) and the Option Closing Date (as defined in Section 3(b) below), if any, as follows: (a) The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement, and an amendment or amendments thereto, on Form S-1 (File No. 333-86332) including any related preliminary prospectus (the "Preliminary Prospectus") for the registration of the Securities under the Securities Act of 1933, as amended (the "Securities Act"), which registration statement and amendment or amendments thereto have been prepared by the Company in conformity with the requirements of the Securities Act and the rules and regulations (the "Rules and Regulations") of the Commission under the Securities Act. Copies of such registration statement and each of the amendments thereto have been delivered by the Company to the Underwriters. As used in this Agreement, "Effective Time" means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the date of the Effective Time; "Preliminary Prospectus" means each prospectus included in such registration statement, or amendments thereof, before it became effective under the Securities Act and any prospectus filed with the Commission by the Company with the consent of the Underwriters pursuant to Rule 424(a) of the Rules and Regulations; "Registration Statement" means such registration statement, as amended at the Effective Time, including all information contained in the Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of the Registration Statement as of the Effective Time pursuant to Rule 430A of the Rules and Regulations; and "Prospectus" means the prospectus in the form first used to confirm sales of Shares. If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Neither the Commission nor any state regulatory authority has issued any order preventing or suspending the use of any Preliminary Prospectus or the Registration Statement or any part of any thereof and no proceedings for a stop order suspending the effectiveness of the Registration Statement or any of the Company's securities have been instituted or are pending or to the Company's knowledge, threatened. (b) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, conform to the requirements of the Securities Act and the Rules and Regulations and do not and will not, as of the applicable effective date (as to the Registration Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement thereto) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriters specifically for inclusion therein as set forth in Section 9(f) of this Agreement. (c) The Company (i) has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, (ii) is duly 2 qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or conduct of business requires such qualification and (iii) has all power and authority necessary to own, lease or hold its properties and to conduct the business in which it is engaged. (d) On the Closing Date, the Company will have a duly authorized, issued and outstanding capitalization as set forth in the Prospectus, under "Capitalization" and "Description of Capital Stock" and will have the adjusted capitalization set forth therein on the Closing Date and the Option Closing Date, if any, based upon the assumptions set forth therein, and the Company is not a party to or bound by any instrument, agreement or other arrangement providing for it to issue any capital stock, rights, warrants, options or other securities, except for this Agreement, the Warrant Agreement and as described in the Prospectus. The Securities and all other securities issued and outstanding or issuable by the Company conform or, when issued and paid for in accordance with and pursuant to this Agreement, will conform to all statements with respect thereto contained in the Registration Statement and the Prospectus. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable and the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The Securities are not and will not be subject to any preemptive or other similar rights of any shareholder, have been duly authorized and, when issued, paid for and delivered in accordance with the terms hereof (or, with respect to the Warrants and the Representatives' Shares, the terms of the Warrant Agreement), will be validly issued, fully paid and nonassessable and will conform to the description thereof contained in the Prospectus; the holders thereof will not be subject to any liability solely by reason of being such holders; all corporate action required to be taken for the authorization, issue and sale of the Securities has been duly and validly taken; and the certificates representing the Securities, if any, will be in due and proper form. Upon the issuance and delivery pursuant to the terms hereof of the Securities hereunder (or, with respect to the Warrants and the Representatives' Shares, the terms of the Warrant Agreement), the Underwriters will acquire good and marketable title to such Securities free and clear of any lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction or equity of any kind whatsoever. (e) This Agreement and the Warrant Agreement have been duly authorized, executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law), and except insofar as the indemnification and contribution provisions hereof may be limited by considerations of public policy. (f) The Company has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, the Warrant Agreement and the Warrants. 3 (g) The execution, delivery and performance of this Agreement, the Warrant Agreement and the Warrants by the Company and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject (except as disclosed in or contemplated by the Prospectus), nor will such actions result in any violation of the provisions of (i) the articles of incorporation (or other equivalent organizational document) or by-laws (or other equivalent organizational document) of the Company as in effect on the Closing Date or (ii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties or assets. Except for the registration of the Securities under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and applicable state or foreign securities laws or by the National Association of Securities Dealers, Inc. (the "NASD") in connection with the purchase and distribution of the Shares by the Underwriters, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement or the Warrant Agreement by the Company and the consummation of the transactions contemplated hereby and thereby. (h) The Company does not have any direct or indirect ownership interest by stock ownership or otherwise in any other corporation, limited liability company, partnership, joint venture, firm, association or business enterprise. (i) Except as set forth in or as otherwise contemplated by the Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right (other than rights which have been waived or satisfied) to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Securities Act. (j) Except as set forth in the Registration Statement, the Company has not sold or issued any securities during the six-month period preceding the date of the Prospectus, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act other than securities issued pursuant to employee benefit plans, stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants. (k) The Company has caused each officer, director and holder of shares of Common Stock and securities exchangeable or exercisable for or convertible into shares of Common Stock of the Company, to execute legally binding and enforceable agreements substantially in the form of Exhibit A hereto (such executed agreements being referred to as the "Lock-Up Agreements"). 4 (l) The Company has not sustained, since the date of the latest audited financial statements included in the Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus; and, since such date, there has not been any material change in the capital stock or long-term debt of the Company or any material adverse change, or any development involving a prospective material adverse change, in or affecting the management, financial position, shareholders' equity, results of operations, business or prospects of the Company, otherwise than as set forth or contemplated in the Prospectus. (m) The financial statements (including the related notes and supporting schedules) filed as part of the Registration Statement or included in the Prospectus present fairly the financial condition and results of operations of the Company, at the dates and for the periods indicated, and, except as disclosed in the Prospectus, have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved. The other financial information and data filed as part of the Registration Statement or included in the Prospectus, including, without limitation, the financial information and data presented in the sections titled "Recent [Developments]," "Summary," and "Selected Historical Financial Information," is fairly presented and prepared on a basis consistent with such financial statements and the books and records of the Company. (n) Ernst & Young, LLP, who have certified certain financial statements of the Company, whose report is included in the Prospectus and who have delivered the initial letter referred to in Section 7(e) hereof, are independent public accountants as required by the Securities Act and the Rules and Regulations. (o) Stone Carlie & Company, LLC, who have delivered the initial letter referred to in Section 7(e) hereof, are independent public accountants as required by the Securities Act and the Rules and Regulations. (p) The Company has good and marketable title in fee simple to, or valid and enforceable leasehold estates in, all items of real and personal property owned or leased by it, in each case free and clear of all liens, charges, claims, encumbrances, pledges, security interests, defects or other restrictions or equities of any kind whatsoever, except such as are described in or contemplated by the Prospectus. (q) The Company carries, or is covered by, insurance in such amounts and covering such risks as is adequate for the conduct of its business and the value of its properties and as is customary for companies engaged in similar businesses in similar industries. (r) Except as disclosed in the Prospectus, the Company owns or possesses adequate rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights and licenses necessary for the conduct of its business as presently conducted (the "Intellectual Property") and has no reason to believe that the conduct of its business will conflict with, and has not received any notice of any claim of conflict with, any such rights of others, in each case except as could not reasonably be expected to have a 5 material adverse effect on the general affairs, management, condition (financial or otherwise), shareholders' equity, results of operations, business or prospects of the Company (a "Material Adverse Effect"). (s) The Company has taken reasonable security measures to protect the secrecy, confidentiality and value of its Intellectual Property and other proprietary information in all respects. (t) Except as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company is a party or of which any property or assets of the Company is the subject which, if determined adversely to the Company would reasonably be expected to have a Material Adverse Effect; and, to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (u) There are no contracts or other documents which are required to be described in the Prospectus or filed as exhibits to the Registration Statement by the Securities Act or by the Rules and Regulations which have not been described in the Prospectus or filed as exhibits to the Registration Statement. (v) No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, shareholders, customers or suppliers of the Company on the other hand, which is required to be described in the Prospectus which is not so described. (w) No labor disturbance by the employees of the Company exists or, to the knowledge of the Company, is imminent. (x) The Company is in compliance with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder ("ERISA"); no "reportable event" (as defined in ERISA) has occurred with respect to any "pension plan" (as defined in ERISA) for which the Company would have any material liability; the Company has not incurred and does not expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any "pension plan" or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the "Code"); and each "pension plan" for which the Company would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification. (y) The Company has filed all federal, state and local income and franchise tax returns required to be filed through the date hereof, has paid all taxes due thereon and has established adequate reserves for such taxes which are not yet due and payable, and does not have any tax deficiency or claims outstanding, proposed or assessed against it. (z) Since the date as of which information is given in the Prospectus through the date hereof, and except as may otherwise be disclosed in or contemplated by the Prospectus, the 6 Company has not (i) issued or granted any securities, (ii) incurred any material liability or obligation, direct or contingent, other than liabilities and obligations which were incurred in the ordinary course of business, (iii) entered into any transaction not in the ordinary course of business or (iv) declared or paid any dividend on its capital stock. (aa) The Company (i) makes and keeps accurate books and records and (ii) maintains internal accounting controls which provide reasonable assurance that (A) transactions are executed in accordance with management's authorization, (B) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets, (C) access to its assets is permitted only in accordance with management's authorization and (D) the reported accountability for its assets is compared with existing assets at reasonable intervals. (bb) The Company (i) is not in violation of its articles of incorporation (or other equivalent organizational document) or by-laws (or other equivalent organizational document) as in effect on the Closing Date, (ii) is not in default in any respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other material agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject (except as disclosed in or contemplated by the Prospectus) or (iii) is not in violation in any respect of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject or has not failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business in each case except as could not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the general affairs, management, condition (financial or otherwise), shareholders' equity, results of operations, business or prospects of the Company. (cc) The minute books of the Company have been made available to the Underwriters and contain a complete summary of all meetings and other actions of the directors and shareholders of the Company in all material respects since the time of its incorporation, and reflect all transactions referred to in such minutes accurately in all respects. (dd) The Company has as of the effective date of the Registration Statement (i) entered into an employment agreement with each of Peter Edison, Michele Bergerac, Stanley K. Tusman, Joe Vander Pluym and Mark Ianni, in the forms filed as Exhibits 10.15, 10.16, 10.20, 10.21 and 10.22, respectively, to such Registration Statement, and (ii) purchased key-man insurance on the life of Peter Edison in the amount of $_________, which names the Company as the sole beneficiary thereof. (ee) Neither the Company nor any director, officer, agent, employee or other person associated with or acting on behalf of the Company, has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the Foreign 7 Corrupt Practices Act of 1977; or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment. (ff) There has been no storage, disposal, generation, manufacture, refinement, transportation, handling or treatment of toxic wastes, medical wastes, hazardous wastes or hazardous substances by the Company (or, to the knowledge of the Company, any of its predecessors in interest) at, upon or from any of the property now or previously owned or leased by the Company in violation of any applicable law, ordinance, rule, regulation, order, judgment, decree or permit or which would require remedial action under any applicable law, ordinance, rule, regulation, order, judgment, decree or permit; and there has been no material spill, discharge, leak, emission, injection, escape, dumping or release of any kind onto such property or into the environment surrounding such property of any toxic wastes, medical wastes, solid wastes, hazardous wastes or hazardous substances due to or caused by the Company or with respect to which the Company has knowledge. The terms "hazardous wastes", "toxic wastes", "hazardous substances" and "medical wastes" shall have the meanings specified in any applicable local, state, federal and foreign laws or regulations with respect to environmental protection. (gg) The Company is not an "investment company" or an entity "controlled" by an "investment company," as defined in the Investment Company Act of 1940, as amended. (hh) The Common Stock has been designated for inclusion in the Nasdaq National Market. (ii) None of the Company nor its officers, directors, shareholders, nor any of their respective affiliates (within the meaning of the Rules and Regulations) has taken or will take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation, under the Exchange Act or otherwise, of the price of the Common Stock to facilitate the sale or the resale of the Common Stock hereby. (jj) The Company does not conduct business with the government of Cuba or with any person or affiliate located in Cuba within the meaning of Section 517.075 of the Florida Statutes, and all rules and regulations thereunder, relating to issuers doing business in Cuba and the Company agrees to comply with such statute if prior to the completion of the distribution of the Securities, the Company commences doing such business. (kk) The Company has not distributed, nor will it distribute prior to the First Closing Date any offering material in connection with the offering and sale of the Securities other than the Preliminary Prospectus, the Prospectus, the Registration Statement or any other materials permitted by the Securities Act, if any. (ll) Except as described in the Prospectus under "Underwriting," there are no claims, payments, issuances, arrangements or understandings, whether oral or written, for services in the nature of a finder's or origination fee with respect to the sale of the Securities hereunder or any other arrangements, agreements, understandings, payments or issuance with respect to the 8 Company or any of its officers, directors, shareholders, partners, employees or affiliates that may affect the Underwriters' compensation, as determined by the NASD. SECTION 2. PURCHASE OF THE SHARES BY THE UNDERWRITERS. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement and the Warrant Agreement, the Company agrees to issue and sell to the several Underwriters and each such Underwriter agrees, severally and not jointly, to buy from the Company at $_____ per Share, at the place and time hereinafter specified, the respective number of Firm Shares set forth opposite the names of the Underwriters in Schedule A attached hereto plus any additional Shares which such Underwriters may become obligated to purchase pursuant to the provisions of Section 8 hereof. (b) In addition, subject to the terms and conditions of this Agreement, and upon the basis of the representations, warranties and agreements herein contained, the Company hereby grants an option to the several Underwriters to purchase all or any part of the Option Shares at the same price per Share as the Underwriters shall pay for the Firm Shares being sold pursuant to the provisions of subsection (a) of this Section 2. This option may be exercised within 45 days after the effective date of the Registration Statement upon notice by the Representatives to the Company advising as to the amount of Option Shares as to which the option is being exercised, the names and denominations in which the certificates for such Option Shares are to be registered and the time and date when such certificates are to be delivered. The number of Option Shares to be purchased by each Underwriter, if any, shall bear the same percentage to the total number of Option Shares being purchased by the several Underwriters pursuant to this subsection (b) as the number of Firm Shares such Underwriter is purchasing bears to the total number of the Firm Shares being purchased pursuant to subsection (a) of this Section 2, as adjusted, in each case, by the Underwriters in such manner as the Underwriters may deem appropriate. The option granted hereunder may be exercised only to cover over-allotments in the sale by the Underwriters of Firm Shares referred to in subsection (a) above. In the event the Company declares or pays a dividend or distribution on its Common Stock, whether in the form of cash, shares of Common Stock or any other consideration, following the First Closing Date and prior to the Option Closing Date, such dividend or distribution shall also be paid on the Option Shares on the Option Closing Date. SECTION 3. DELIVERY AND PAYMENT. (a) Delivery of the Firm Shares against payment therefor shall take place at the offices of Ryan Beck (or at such other place as may be designated by agreement between the Representatives and the Company) at 10:00 a.m. New York time, on the third full business day after the Effective Date, or at such other time not earlier than three nor more than ten full business days thereafter as the Representatives and the Company shall determine. Such time and date of payment and delivery for the Firm Shares being herein called the "First Closing Date." (b) In addition, in the event the Underwriters exercise the option to purchase from the Company all or any portion of the Option Shares pursuant to the provisions of Section 2(b), then delivery of the Option Shares against payment therefor shall take place at the offices of 9 Ryan Beck (or at such other place as may be designated by agreement between the Representatives and the Company) at such time and date as shall be determined by the Representatives but shall not be earlier than four nor later than ten full business days after the exercise of said option, nor in any event prior to the First Closing Date. Such time and date is referred to herein as the "Option Closing Date." (c) Unless the Representatives elect to take delivery of the Shares by credit through full FAST transfer to the accounts at The Depository Trust Company designated by the Representatives, certificates for the Shares shall be delivered to the Representatives in definitive form registered in such names and in such denominations as the Representatives shall specify in writing at least two full business days prior to the applicable Closing Date First Closing Date or the Option Closing Date, as the case may be (which are collectively referred to herein as the "Closing Dates"). For the purpose of expediting the checking of the certificates for the Firm Shares or the Option Shares, as the case may be, by the Representatives, the Company agrees to make such certificates available to the Representatives for such purpose at least one full business day preceding the applicable Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter. (d) Payment for the Shares shall be made to or upon the order of the Company by certified or bank cashier's checks payable in New York Clearing House funds at the time and date of delivery of such Shares as required by the provisions of subsections (a) and (b) above or by wire transfer in immediately available funds to a bank account designated by the Company at least two business days prior to the First Closing Date or the Option Closing Date, as the case may be, against receipt of the definitive certificates in negotiable form for such Shares by the Representatives for the respective accounts of the Underwriters registered in such names and in such denominations as the Representatives may request. (e) It is understood that either of you, individually and not as Representatives of the several Underwriters, may (but shall not be obligated to) make any and all payments required pursuant to this Section 3 on behalf of any Underwriter whose check or checks shall not have been received by the Representatives at the time of delivery of the Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (f) On the First Closing Date, the Company shall issue and sell to the Representatives, one or more Warrants at a purchase price of $.0001 per warrant, which warrants shall entitle the holders thereof to purchase an aggregate of 175,000 shares of Common Stock. The Warrants shall be exercisable for a period of four years commencing one year after the First Closing Date at a price equaling one hundred and twenty percent (120%) of the public offering price of the Firm Shares. The Warrant Agreement and form of Warrant Certificate shall be substantially in the form filed as Exhibit 4.3 to the Registration Statement. Payment for the Warrants shall be made by the Representatives to or upon the order of the Company on the Closing Date. 10 SECTION 4. OFFERING OF SHARES BY THE UNDERWRITERS. It is understood that the Underwriters propose to make a public offering of the Shares at the price and upon the other terms set forth in the Prospectus. The Underwriters may, at their own expense, enter into one or more agreements, in their sole discretion, as they deem advisable, with one or more broker-dealers who shall act as dealers in connection with such public offering. The Underwriters may from time to time change the public offering price after the closing of the public offering and increase or decrease the concessions and discounts to dealers as they may determine. SECTION 5. FURTHER AGREEMENTS OF THE COMPANY. The Company agrees: (a) To prepare the Prospectus in a form approved by the Underwriters and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further amendment or any supplement to the Registration Statement or to the Prospectus except as permitted herein; to advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriters with copies thereof; to advise the Underwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) To furnish promptly to the Underwriters and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; (c) To deliver promptly to the Underwriters such number of the following documents as each Underwriter shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the Effective Time in connection with the offering or sale of the Shares or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act, to notify the Underwriters and, upon their request, to prepare and furnish without 11 charge to the Underwriters and to any dealer in securities as many copies as the Underwriters may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the reasonable judgment of the Company or the Underwriters, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriters and counsel for the Underwriters and obtain the consent of the Underwriters to the filing, which consent shall not be unreasonably delayed or withheld; (f) As soon as practicable after the Effective Date, to make generally available to the Company's security holders and to deliver to the Underwriters an earnings statement of the Company (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158); (g) Upon the request of the Underwriters, for a period of five (5) years following the Effective Date, to furnish to the Underwriters copies of all materials furnished by the Company to its shareholders generally and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange or market system upon which the Common Stock may be listed or included pursuant to requirements of or agreements with such exchange or market system or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriters may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as the Underwriters may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares; provided that in connection therewith, the Company shall not be required to qualify as a foreign corporation, to submit to general taxation or to file a general consent to service of process in any jurisdiction; (i) Except for the registration of securities pursuant to the exercise of registration rights granted to the holders of the Company's Subordinated Convertible Debentures due 2007, for a period of 365 days from the date of the Prospectus, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than (x) the Securities, or (y) shares of Common Stock issued pursuant to employee benefit plans, stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights or upon conversion of shares of Common Stock), or substantially similar securities, or sell or grant options, rights or 12 warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock or substantially similar securities (other than the grant of options pursuant to benefit plans existing on the date hereof), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case without the prior written consent of Ryan Beck; (j) To take such steps as shall be necessary to ensure that the Company shall not become an "investment company" as defined in the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder; (k) During the period of 365 days from the date of the Prospectus, to obtain an executed letter substantially in the form of Exhibit A hereto from each new officer and director who has not previously executed such a letter; (l) The Company will apply the net proceeds from the sale of the Shares for the purposes set forth under "Use of Proceeds" in the Prospectus; (m) Prior to the First Closing Date, the Company will make all filings required to obtain the designation for inclusion of the Shares in the Nasdaq National Market and will effect and maintain such inclusion (or a listing on a national exchange registered under the Exchange Act) for at least five years from the date of this Agreement, including without limitation, compliance with all applicable corporate governance requirements thereof; provided, however, that nothing herein shall affect the Company's ability to sell assets or stock, merge, consolidate or be acquired by any person, and if as a result of any such sale, merger, consolidation, acquisition or similar transaction, the Company's Common Stock ceases to be publicly traded, this Section 5(m) shall terminate and cease to have further force or effect. (n) The Company will maintain a transfer agent and, if necessary under the jurisdiction of the incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock; (o) The Company shall timely file all such reports, forms or other documents as may be required from time to time, under the Securities Act, the Exchange Act, and the Rules and Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Securities Act, the Exchange Act, and the Rules and Regulations; (p) For a period of five (5) years from the Closing Date, the Company shall furnish to the Underwriters at the Underwriters' request and at the Company's sole expense, (i) daily consolidated transfer sheets relating to the Common Stock, (ii) the list of holders of all of the Company's securities and (iii) a Blue Sky "Trading Survey" for secondary sales of the Company's securities prepared by counsel to the Company; and 13 (q) Until the completion of the distribution of the Shares, and for 25 days thereafter, the Company shall not without the prior written consent of the Underwriters and counsel for the Underwriters, issue, directly or indirectly, any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby. (r) For a period of five (5) years from the effective date of the Registration Statement, the Company shall nominate one individual selected by Ryan Beck for election to the Board of Directors of the Company (the "Board"), if requested by Ryan Beck, and shall solicit proxies in support of such nomination. If Ryan Beck shall not have designated such an individual at the time of any meeting of the Board or such person shall not have been elected or shall be unavailable to serve, the Company shall notify Ryan Beck of each such meeting. If an individual selected by Ryan Beck is not serving on the Board, an individual selected by Ryan Beck shall be permitted to attend all meetings of the Board and to receive all notices and other correspondence and communications sent by the Company to members of the Board. The Company further agrees to provide its outside directors with compensation as deemed appropriate by the Board and as customary for similar companies. The Company shall reimburse the designee to the Board of Ryan Beck for his or her out-of-pocket expenses reasonably incurred in connection with his or her attendance at Board meetings. (s) For a period of three (3) years from the effective date of the Registration Statement, the Company shall not directly or indirectly offer, sell, contract to sell, sell any option, grant any option, right or warrant for shares of the Company's Common Stock or securities exchangeable or exercisable for or convertible into shares of the Company's Common Stock to any of the Company's directors, officers or employees at a price less than the price per Share set forth in Section 2(a) without the prior written consent of Ryan Beck. (t) For a period of three (3) years from the effective date of the Registration Statement, the Company shall not effect a change in its accounting firm without the prior written consent of the Representatives, except that no consent is required if the new accounting firm is a "big four" accounting firm. (u) The Company will comply with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the Sarbanes-Oxley Act of 2002, and will use its best efforts to cause the Company's trustees and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley Act of 2002. SECTION 6. EXPENSES. (a) The Company agrees to pay: (i) all of the Underwriters' expenses and fees, including the expenses and fees of counsel to the Underwriters ($_______ of which has been paid as of the date hereof), (ii) the costs incident to the sale and delivery of the Securities and any taxes payable in that connection; (iii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement and any amendments and exhibits thereto; (iv) the costs of distributing the Registration Statement as originally filed and each amendment 14 thereto and any post-effective amendments thereof (including, in each case, exhibits), any Preliminary Prospectus, the Prospectus and any amendment or supplement to the Prospectus, all as provided in this Agreement; (v) the costs of reproducing and distributing this Agreement, the Warrant Agreement and any other related documents in connection with the offering, purchase, sale and delivery of the Securities; (vi) the filing fees and expenses incident to securing the review by the NASD of the terms of sale of the Securities (including related fees and expenses of counsel to the Underwriters, which obligation shall be in addition to the obligation referred to in subparagraph (i) above); (vii) any applicable listing or other fees; (viii) the fees and expenses of qualifying the Shares under the securities laws of the several jurisdictions as provided in Section 5(h) and of preparing and distributing a Blue Sky Memorandum (including related fees and expenses of counsel to the Underwriters, which obligation shall be in addition to the obligation referred to in subparagraph (i) above); (ix) costs and expenses related to "Tombstone" advertisements; (x) the costs and expenses related to the production of five bound volumes of the completed Registration Statement for each of the Representatives; and (xi) the costs and expenses relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Shares including, without limitation, expenses associated with the production of road show slides and graphics, printing and advertising fees and expenses, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and all other costs and expenses incident to the performance of the obligations of the Company under this Agreement and the Warrant Agreement, including all accounting and counsel fees and expenses incurred by the Company in connection with the offering of the Shares hereunder. The fees and expenses referred to in subparagraphs (vi) and (viii) above shall not exceed $20,000 in the aggregate. In addition, at the Closing Date or the Option Closing Date, as the case may be, the Representatives will deduct from the payment for the Shares three percent (3%) of the gross proceeds of the offering, in payment of the Representative's non-accountable expense allowance relating to the transactions contemplated hereby. (b) No person is entitled either directly or indirectly to compensation from the Company, from the Underwriters or from any other person for services as a finder in connection with the proposed offering, and the Company agrees to indemnify and hold harmless the Underwriters, against any losses, claims, damages or liabilities, joint or several (which shall, for all purposes of this Agreement and the Warrant Agreement, include, but not be limited to, all costs of defense and investigation and all attorneys' fees), to which the Underwriters may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon the claim of any person (other than an employee of the party claiming indemnity) or entity that he or it is entitled to a finder's fee in connection with the proposed offering by reason of such person's or entity's influence or prior contact with the Company. SECTION 7. CONDITIONS OF UNDERWRITER'S OBLIGATIONS. The obligations of the several Underwriters to purchase and pay for the Shares which they have respectively agreed to purchase hereunder on the Closing Dates are subject (x) to the accuracy when made and as of the 15 applicable Closing Date, of the representations and warranties of the Company contained herein (provided that, in the case of this clause (x), the obligations of the Underwriters hereunder shall be subject to the accuracy in all material respects of those representations and warranties that are not qualified as to materiality), (y) to the performance by the Company of its obligations hereunder and (z) to each of the following additional terms and conditions: (a) The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a); no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with. (b) The Underwriters shall not have discovered and disclosed to the Company on or prior to either of the Closing Dates that the Registration Statement or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of Greenberg Traurig, P.A., counsel for the Underwriters, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) Bryan Cave LLP shall have furnished to the Underwriters its written opinion, as counsel to the Company, addressed to the Underwriters and dated the First Closing Date, in substantially the form attached hereto as Exhibit B. (d) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Warrant Agreement, the Warrants, the Shares, the Registration Statement, the Prospectus and all other matters related to this Agreement, the Warrant Agreement, the Warrants, the Shares, the Registration Statement, the Prospectus and the transactions contemplated hereby and thereby shall be reasonably satisfactory to or approved by Greenberg Traurig, P.A., counsel for the Underwriters, and the Representatives shall have received from such counsel a signed opinion, dated as of the First Closing Date, together with copies thereof for each of the other Underwriters, in form and substance satisfactory to the Underwriters. The Company shall have furnished to counsel for the Underwriters such documents and information as they may reasonably request for the purpose of enabling it to render such opinion. (e) At the time of execution of this Agreement, the Underwriters shall have received from each of Ernst & Young, LLP and Stone Carlie & Company, LLC a letter, in form and substance satisfactory to the Underwriters, addressed to the Underwriters and dated the date hereof (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five days prior to the date hereof), the conclusions and findings of 16 such firm with respect to the financial information and other matters ordinarily covered by accountants' "comfort letters" to underwriters in connection with registered public offerings. (f) With respect to the letters of each of Ernst & Young LLP and Stone Carlie & Company, LLC referred to in the preceding paragraph and delivered to the Underwriters concurrently with the execution of this Agreement (each, an "initial letter"), the Company shall have furnished to the Underwriters a letter (the "bring-down letter") of each of such accountants, addressed to the Underwriters and dated the First Closing Date (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the initial letter and (iii) confirming the conclusions and findings set forth in the initial letter. (g) The Company shall have furnished to the Representatives on behalf of the Underwriters a certificate, dated the First Closing Date, of its Chief Executive Officer and its Chief Financial Officer stating that: (i) The representations, warranties and agreements of the Company in Section 1 are true and correct as of the First Closing Date (provided that such representations, warranties and agreements that are not qualified as to materiality shall be true in all material respects); the Company has complied with all its agreements contained herein; and the conditions set forth in this Section 7 have been fulfilled; and (ii) They have carefully examined the Registration Statement and the Prospectus and, in their opinion (A) as of the Effective Date, the Registration Statement and the Prospectus did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) since the Effective Date no event has occurred which should have been set forth in a supplement or amendment to the Registration Statement or the Prospectus which was not so set forth therein. (h) The Company shall have not sustained since the date of the latest audited financial statements included in the Prospectus (i) any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus or (ii) since such date there shall not have been any change in the capital stock or long-term debt of the Company or any adverse change, or any development involving a prospective adverse change, in or affecting the general affairs, management, financial position, shareholders' equity or results of operations of the Company, otherwise than as set forth or contemplated in the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares 17 being delivered on the respective Closing Date on the terms and in the manner contemplated in the Prospectus. (i) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities, (iii) the United States shall have become engaged in hostilities other than existing hostilities, there shall have been a material escalation in existing hostilities or acts of terrorism involving the United States or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the public offering or delivery of the Shares being delivered on the respective Closing Date on the terms and in the manner contemplated in the Prospectus. (j) The Shares shall be designated for inclusion in the Nasdaq National Market. (k) No action shall have been taken by the Commission or the NASD, the effect of which would make it improper, at any time prior to the respective Closing Date, for members of the NASD to execute transactions (as principal or agent) in the Shares and no proceedings for the taking of such action shall have been instituted or shall be pending, or, to the knowledge of the Underwriters or the Company, shall be contemplated by the Commission or the NASD. The Company represents that at the date hereof it has no knowledge that any such action is in fact contemplated by the Commission or the NASD. The Company shall have advised the Underwriters of any NASD affiliation of any of its officers, directors, shareholders or their affiliates. (l) Upon exercise of the option provided for in Section 2(b) hereof, the obligations of the several Underwriters to purchase and pay for the Option Shares referred to therein will be subject (as of the date hereof and as of the Option Closing Date) to the following additional conditions: (i) The Registration Statement shall remain effective at the Option Closing Date, and no stop order suspending the effectiveness thereof shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending, or, to the knowledge of the Representatives or the Company, shall be contemplated by the Commission, and any reasonable request on the part of the Commission for additional information shall have been complied with to the satisfaction of counsel to the several Underwriters. 18 (ii) At the Option Closing Date, Bryan Cave LLP shall have furnished to the Underwriters its written opinion as counsel to the Company addressed to the Underwriters, which opinion shall be dated the Option Closing Date and shall be substantially the same in scope and substance as the opinion furnished to the Underwriters at the First Closing Date pursuant to Section 7(c) hereof, except that such opinion, where appropriate, shall cover the Option Shares. (iii) At the Option Closing Date, there shall have been delivered to the Underwriters a letter in form and substance satisfactory to the Underwriters from each of Ernst & Young, LLP and Stone Carlie & Company, LLC dated the Option Closing Date and addressed to the Underwriters confirming the information in their letter referred to in Section 7(e) hereof and stating that nothing has come to their attention during the period from the ending date of their review referred to in said letters to a date not more than five business days prior to the Option Closing Date, which would require any change in said letter if it were required to be dated the Option Closing Date. (iv) At the Option Closing Date, the Company shall have furnished to the Representatives of the Underwriters a certificate, dated the Option Closing Date, of its Chief Executive Officer and the Chief Financial Officer, in form and substance satisfactory to counsel for the Underwriters substantially the same in scope and substance as the certificates furnished to you at the First Closing Date pursuant to Section 7(g) hereof. (v) All proceedings taken at or prior to the Option Closing Date in connection with the sale and issuance of the Option Shares shall be satisfactory in form and substance to the Representatives and Greenberg Traurig, P.A., counsel to the several Underwriters, shall have been furnished with all such documents, certificates, and opinions as the Representatives may reasonably request in connection with this transaction in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company or its compliance with any of the covenants or conditions herein. (m) On or before the First Closing Date, the Company shall have executed and delivered to the Representatives, (i) the Warrant Agreement substantially in the form filed as Exhibit 4.3 to the Registration Statement in final form and substance satisfactory to the Underwriters, and (ii) the Warrants in such denominations and to such designees as shall have been provided to the Company. (n) On or before the First Closing Date, there shall have been delivered to the Representatives all of the Lock-up Agreements, in form and substance satisfactory to Greenberg Traurig, P.A., counsel to the several Underwriters. (o) On or before the First Closing Date, the Company shall have executed and delivered to Ryan Beck the financial advisory agreement, substantially in the form filed as an exhibit to the Registration Statement (the "Financial Advisory Agreement"). 19 All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance satisfactory to counsel for the Underwriters. SECTION 8. SUBSTITUTION OF UNDERWRITERS. If any of the Underwriters shall for any reason not permitted hereunder cancel their obligations to purchase the Firm Shares hereunder, or shall fail to take up and pay for the number of Firm Shares set forth opposite their respective names in Schedule A hereto upon tender of such Firm Shares in accordance with the terms hereof, then: (a) If the aggregate number of Firm Shares which such Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of Firm Shares, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Firm Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase. (b) If any Underwriter or Underwriters so default and the agreed number of Firm Shares with respect to which such default or defaults occurs is more than 10% of the total number of Firm Shares, the remaining Underwriters shall have the right to take up and pay for (in such proportion as may be agreed upon among them) the Firm Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase. If such remaining Underwriters do not, at the First Closing Date, take up and pay for the Firm Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase, the time for delivery of the Firm Shares shall be extended to the next business day to allow the remaining Underwriters the privilege of substituting within twenty-four hours (including nonbusiness hours) another underwriter or underwriters reasonably satisfactory to the Company. If no such underwriter or underwriters shall have been substituted as aforesaid, within such twenty-four hour period, the time of delivery of the Firm Shares may, at the option of the Company, be again extended to the next following business day, if necessary, to allow the Company the privilege of finding within thirty-six hours (including nonbusiness hours) another underwriter or underwriters to purchase the Firm Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase. If it shall be arranged for the remaining Underwriters or substituted Underwriters to take up the Firm Shares of the defaulting Underwriter or Underwriters as provided in this Section 8, (i) the Company or the other Underwriters shall have the right to postpone the time of delivery for a period of not more than seven business days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of Firm Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of the underwriting obligation for all purposes of this Agreement. If a default by one or more Underwriters shall occur and the remaining Underwriters shall not take up and pay for all the Firm Shares agreed to be purchased by the defaulting Underwriters or substitute another underwriter or underwriters as aforesaid, and the Company 20 shall not find or shall not elect to seek another underwriter or underwriters for such Firm Shares as aforesaid, then this Agreement shall terminate. If, following exercise of the option provided in Section 2(b) hereof, any Underwriter or Underwriters shall for any reason not permitted hereunder cancel their obligations to purchase Option Shares at the Option Closing Date, or shall fail to take up and pay for the number of Option Shares, which they become obligated to purchase at the Option Closing Date upon tender of such Option Shares in accordance with the terms hereof, then the remaining Underwriters or substituted Underwriters may take up and pay for the Option Shares of the defaulting Underwriters in the manner provided in this Section 8(b). If the remaining Underwriters or substituted Underwriters shall not take up and pay for all such Option Shares, the Underwriters shall be entitled to purchase the number of Option Shares for which there is no default or, at their election, the option shall terminate, and the exercise thereof shall be of no effect. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 8. In the event of termination, there shall be no liability on the part of any nondefaulting Underwriter to the Company, provided that the provisions of this Section 8 shall not in any event affect the liability of any defaulting Underwriter to the Company arising out of such default. SECTION 9. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to indemnify and hold harmless each Underwriter, its officers and employees, each of its directors, its affiliates, as defined in Rule 405 under the Securities Act, and each person, if any, who controls any Underwriter within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Shares), to which such Underwriter, director, officer, employee, affiliate, or controlling person may become subject, under the Securities Act or any applicable federal or state law, or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus or in any amendment or supplement thereto, (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any act or failure to act or any alleged act or failure to act by such Underwriter in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that the Company shall not be liable under this clause (iii) to the extent that it is determined in a final, non-appealable judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct), and shall reimburse such Underwriter and each such director, officer, employee, affiliate or controlling person promptly upon demand for any legal or other expenses reasonably 21 incurred by such Underwriter, director, officer, employee, affiliate, or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any such amendment or supplement, in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company by or on behalf of such Underwriter specifically for inclusion therein, which information consists solely of the information specified in Section 9(f), and provided further that as to any Preliminary Prospectus, this indemnity agreement shall not inure to the benefit of such Underwriter, its directors, officers, affiliates or employees, or any person controlling the Underwriter, on account of any loss, claim, damage, liability or action arising from the sale of the Shares to any person by such Underwriter if such Underwriter failed to send or give a copy of the Prospectus, as the same may be amended or supplemented, to that person within the time required by the Securities Act, and the untrue statement or alleged untrue statement of any material fact or omission or alleged omission to state a material fact in such Preliminary Prospectus was corrected in the Prospectus, unless such failure resulted from non-compliance by the Company with Section 5(c). The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to such Underwriter or to any officer, director, affiliate, employee or controlling person of such Underwriter. In the event that an Underwriter is required or requested to appear as a witness in any action brought by or on behalf of or against the Company in which such Underwriter is not named as a defendant, the Company agrees to promptly reimburse such Underwriter on a monthly basis for all expenses incurred by it in connection with such Underwriter's appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. In addition to any reimbursed fees, expenses or costs hereunder, such Underwriter shall also receive from the Company cash compensation of $2,000 per person, per day, plus reasonable out-of-pocket expenses and costs should the Underwriter be required to provide testimony in any formal or informal proceeding regarding the Company in which such Underwriter is not named as a defendant. (b) Each Underwriter, severally, but not jointly, shall indemnify and hold harmless the Company, its officers and employees, each of its directors, its affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company or any such director, officer or controlling person may become subject, under the Securities Act or any applicable federal or state law, or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus or in any amendment or supplement thereto, or (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement, the Prospectus, or in any amendment or supplement thereto, any material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the 22 extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company by or on behalf of such Underwriter specifically for inclusion therein, which information consists solely of the information specified in Section 9(f), and shall reimburse the Company and any such director, officer, affiliate or controlling person for any legal or other expenses reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. The foregoing indemnity agreement is in addition to any liability which such Underwriter may otherwise have to the Company or any such director, officer, employee or controlling person. (c) Promptly after receipt by an indemnified party under this Section 9 of notice of any intention or threat to commence an action, suit or proceeding or notice of the commencement of any action, suit or proceeding, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 9, promptly notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 9 except to the extent it has been materially prejudiced by such failure and, provided further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 9. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 9 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment thereof has been specifically authorized by the indemnifying party in writing, (ii) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such indemnified parties, which firm shall be designated in writing by the Underwriters, if the indemnified parties under this Section 9 consist of the Underwriters or 23 the Underwriters' officers, employees or controlling persons, or by the Company, if the indemnified parties under this Section 9 consist of the Company or any of the Company's directors, officers, employees or controlling persons. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise, consent or judgment includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding, or (ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the consent of the indemnifying party or if there be a final judgment of the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) If the indemnification provided for in this Section 9 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under Section 9(a) or 9(b) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Shares or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other with respect to such offering shall be deemed to be in the same proportion as the total net proceeds (before deducting expenses) from the offering of the Shares purchased under this Agreement received by the Company on the one hand, and the total underwriting discounts and commissions received by the Underwriters with respect to the Shares purchased under this Agreement on the other hand bear to the total gross proceeds from the offering of the Shares under this Agreement, in each case as described on the cover page of the Prospectus. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 9 were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 9 shall be deemed to include, for purposes of this Section 9(d), any legal or other 24 expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9(d), the Company agrees that no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public was offered to the public exceeds the amount of any damages which such Underwriter has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (e) If multiple claims are brought with respect to at least one of which indemnification is permitted under applicable law and provided for under this Agreement, the indemnifying party agrees that any judgment award shall be conclusively deemed to be based on claims as to which indemnification is permitted and provided for, except to the extent the judgment award expressly states that it, or any portion thereof, is based solely on a claim as to which indemnification is not available. (f) The Underwriters confirm and the Company acknowledges that the statements with respect to the public offering of the Shares by the Underwriters set forth under the caption "Underwriting" in the Prospectus are correct and constitute the only information concerning the Underwriters furnished in writing to the Company by or on behalf of the Underwriters specifically for inclusion in the Registration Statement and the Prospectus. SECTION 10. TERMINATION. (a) The obligations of the Underwriters hereunder may be terminated by the Underwriters by notice given to and received by the Company prior to delivery of and payment for the Shares if, prior to the First Closing Date or the Option Closing Date, any of the events described in Sections 7(h) or 7(i), shall have occurred or if the Underwriters shall decline to purchase the Shares because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof. (b) Termination of this Agreement under this Section 10 or Section 7 after the Shares have been purchased by the Underwriters hereunder shall be applicable only to the Option Shares. Termination of this Agreement shall be without liability of any party to any other party other than as provided in Sections 6, 9 and 12 hereof. Notwithstanding any such termination, the provisions of Sections 6, 9 and 12 hereof shall remain in effect. SECTION 11. DEFAULT BY THE COMPANY. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Shares which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Shares to be purchased on an Option Closing Date, the Underwriters may at the Underwriters' option, by notice from the Underwriters to the Company, terminate the Underwriters' obligation to purchase Option Shares from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to 25 Section 6, Section 9 and Section 10 hereof. No action taken pursuant to this Section shall relieve the Company from liability, if any, in respect of such default. SECTION 12. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the Company shall fail to tender the Shares for delivery to the Underwriters by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters' obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the Underwriters for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Shares (less the amounts paid to the Underwriters through such date as set forth in Section 6(a)), and upon demand, the Company shall pay the full amount thereof to the Underwriters. If this Agreement is terminated pursuant to Section 10 by reason of the default of the Underwriters, the Company shall not be obligated to reimburse the Underwriters on account of any such expenses. SECTION 13. NOTICES, ETC. All statements, requests, notices and agreements hereunder shall be in writing, and: (a) if to the Underwriters, shall be delivered or sent by mail, telex or facsimile transmission to Ryan Beck & Co., Inc., 650 Madison Avenue, New York, New York 10022, Attention: Michael Kollender (Fax: 212-407-0898) and to BB&T Capital Markets, 909 East Main Street, PO Box 1575, Richmond, Virginia 23218, Attention: Jim A. Tyler, Jr. (Fax: 804-643-9327), with a copy to Gary Epstein, Esq., Greenberg Traurig, P.A., 1221 Brickell Avenue, Miami, Florida 33131 (Fax: 305-579-0717) or (b) if to the Company, shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Peter Edison, with a copy to J. Mark Klamer, Esq., Bryan Cave LLP, 211 North Broadway, Suite 3600, St. Louis, Missouri 63102 (Fax: 314-259-2020). Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. SECTION 14. PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and their respective representatives and successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (A) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of directors, officers and employees of any Underwriter, and the person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act and (B) the indemnity agreement of the Underwriters contained in Section 10(b) of this Agreement shall be deemed to be for the benefit of directors, officers and employees of the Company, and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 14 any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. SECTION 15. SURVIVAL. The respective indemnities, representations, warranties and agreements of the Company and the Underwriters contained in this Agreement or made by or on behalf on them, respectively, pursuant to this Agreement, shall survive the delivery of and 26 payment for the Shares and shall remain in full force and effect, regardless of any investigation made by or on behalf of any of them or any one controlling any of them. SECTION 16. DEFINITION OF THE TERMS "BUSINESS DAY". For purposes of this Agreement, "business day" means each Monday, Tuesday, Wednesday, Thursday or Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close. SECTION 17. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of New York. SECTION 18. COUNTERPARTS. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument. SECTION 19. HEADINGS. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. SECTION 20. ENTIRE AGREEMENT; MODIFICATION. This Agreement (together with the Warrant Agreement and the Financial Advisory Agreement) contains the entire understanding between the parties hereto with respect to the subject matter hereof and replaces any prior written agreement between the parties hereto with respect to the subject matter hereof. This Agreement may not be modified or amended except by a writing duly signed by the party against whom enforcement of the modification or amendment is sought. 27 If the foregoing correctly sets forth the agreement among the Company and the Underwriters, please indicate your acceptance in the space provided for that purpose below. Very truly yours, BAKERS FOOTWEAR GROUP, INC. By: ----------------------------------------- Name: Peter A. Edison Title: Chairman and Chief Executive Officer Accepted as Representatives of the Several Underwriters: RYAN BECK & CO., INC. By: ----------------------------------------- Name: Michael J. Kollender Title: Managing Director BB&T Capital Markets By: ----------------------------------------- Name: Jim A. Tyler, Jr. Title: Senior Vice President and Head of Syndicate 28 SCHEDULE A Name of Underwriter Number of Firm Shares Ryan Beck & Co., Inc. BB&T Capital Markets 29 [Exhibit A form of Lock-up Agreement and Exhibit B form of opinion of Bryan Cave LLP omitted. The Registrant undertakes to furnish supplementally a copy of such exhibits to the Commission upon request.] EX-3.2 4 c80714a4exv3w2.txt FORM OF AMENDED/RESTATED BYLAWS OF THE COMPANY EXHIBIT 3.2 RESTATED BYLAWS OF BAKERS FOOTWEAR GROUP, INC. ARTICLE I SHAREHOLDERS SECTION 1. ANNUAL MEETING. The annual meeting of shareholders shall be held at the principal office of the Corporation, or at such other place either within or without the State of Missouri as the directors may from time to time determine, at 10:00 A.M. on the second Tuesday in June in each year, or such other time as may be determined by the Chairman of the Board, or if said day be a legal holiday then on the next succeeding business day, to elect directors and transact such other business as may properly come before the meeting. SECTION 2. SPECIAL MEETINGS. Special meetings of shareholders or of the holders of any special class of stock of the Corporation, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called only by the Chairman of the Board, the Chief Executive Officer or shareholders holding not less than two-thirds of the voting power or the affirmative vote of a majority of the entire Board of Directors by request for such meeting in writing. Such request shall be delivered to the Secretary and shall state the purpose or purposes of the proposed meeting. Upon such direction or request, subject to any requirements or limitations imposed by the Articles of Incorporation, by these Bylaws or by law, it shall be the duty of the Secretary to call a special meeting of shareholders to be held at such time as is specified in the request; and each such meeting shall be held at such time, and at such place either within or without the State of Missouri, as may be specified in the notice thereof. SECTION 3. NOTICE. Written or printed notice of each meeting of shareholders, stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or given not less than ten (10) or more than seventy (70) days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, to each shareholder of record entitled to vote at such meeting. Written notice shall include, but not be limited to, notice by "electronic transmission," which means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient. Any notice of a meeting of shareholders sent by mail shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the shareholder at such shareholder's address as it appears on the records of the Corporation. SECTION 4. LIST OF SHAREHOLDERS ENTITLED TO VOTE. At least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting shall be prepared and arranged in alphabetical order with the address of each shareholder and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting, and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in the State of Missouri, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders. Failure to comply with the above requirements in respect of lists of shareholders shall not affect the validity of any action taken at such meeting. SECTION 5. QUORUM. The holders of a majority of the outstanding shares entitled to vote, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of shareholders, except as otherwise provided by law, the Articles of Incorporation or these Bylaws. The shareholders present at a meeting at which a quorum is present or represented may continue to transact business until adjournment, notwithstanding the withdrawal of such number of shareholders as to reduce the remaining shareholders to less than a quorum. Whether or not a quorum is present or represented at any meeting of shareholders, the Chairman of the meeting or holders of shares having a majority of the outstanding voting power present and entitled to vote at any meeting may adjourn the meeting from time to time for successive periods of not more than ninety (90) days after such adjournment, without notice other than announcement of the adjournment at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally called. A meeting of shareholders may be successively postponed by resolution of the Board of Directors to a specified date up to a date ninety (90) days after such postponement or to another place, provided notice of the date and place of the postponed meeting, which may be made by public notice, is given to each shareholder of record entitled to vote at the meeting prior to the date previously scheduled for the meeting. As used in these Bylaws, "adjournment" means a delay in the date, which may also be combined with a change in the place, of a meeting after the meeting has been convened; "postponement" means a delay in the date, which may be combined with a change in the place, of the meeting before it has been convened, but after the time and place thereof have been set forth in a notice delivered or given to shareholders; and public notice shall be deemed to have been given if a public announcement is made by press release reported by the Dow Jones, Associated Press, Reuters or comparable national news service or in a publicly available document filed with or furnished to the United States Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (or any successor statute or regulation). In no event shall the public announcement of a postponement or adjournment of a meeting of shareholders commence a new time period for the giving of a shareholder's notice pursuant to Section 7 of this Article I. SECTION 6. VOTING. Each shareholder shall have such voting power as is prescribed by the Articles of Incorporation with respect to the shares registered in such shareholder's name on the books of the Corporation. At any meeting of shareholders, every shareholder having the right to vote shall be entitled to vote in person, by a telephonic voting system established by a proxy solicitation firm, proxy support service organization or like agent, or by proxy appointed by a proper instrument in writing and subscribed by the shareholder or by his or her duly appointed attorney-in-fact; provided that no proxy shall be valid after eleven (11) months from the date of 2 its execution unless otherwise provided in the proxy. A shareholder may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the shareholder. SECTION 7. ADVANCE NOTICE OF SHAREHOLDER BUSINESS; PROCEDURES FOR NOMINATING DIRECTORS. At any meeting of shareholders, only such business shall be conducted as shall have been properly brought before the meeting. In addition to any other requirements imposed by or pursuant to law, the Articles of Incorporation or these Bylaws, each item of business to be properly brought before a meeting must (i) be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or the persons calling the meeting pursuant to these Bylaws; (ii) be otherwise properly brought before the meeting by or at the direction of the Board of Directors; or (iii) be otherwise properly brought before the meeting by a shareholder of record both at the time of the giving of notice and at the time of the meeting. For business to be properly brought before a meeting by a shareholder of record, or to nominate a person for election as a director, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder's notice must be delivered to or mailed and received by the Secretary of the Corporation at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the meeting; provided, however, that in the event that less than 100 days' notice or prior public notice of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the 10th day following the day on which such notice of the date of the meeting was mailed or on which such public notice was given. A shareholder's notice to the Secretary shall set forth (A) for nominations, as to each person whom the shareholder proposes to nominate for election or reelection as a director (i) the name, age, business and residential address, and principal occupation or employment of each proposed nominee, (ii) the class and number of shares of capital stock of the Corporation that are beneficially owned by such nominee on the date of such notice, (iii) a description of all arrangements or understandings between the shareholder and each nominee and the name of any other person(s) pursuant to which the nomination(s) are to be made by the shareholder, (iv) all other information relating to such shareholder(s) or any nominee(s) of such shareholder(s) that is required to be disclosed in solicitations of proxies for the election of directors, or is otherwise required, in each case pursuant to Regulation 14A of the General Rules and Regulations under the Exchange Act and (v) a representation that the shareholder(s) intends to appear in person or by proxy at the meeting to nominate the person(s) specified in the notice; and (B) as to each matter of business he or she proposes to bring before the meeting (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; (ii) the text of the business (including the text of any resolutions proposed for consideration and in the event that such business includes (to the extent, if any, permitted) a proposal to amend the Articles of Incorporation or these Bylaws, the language of the proposed 3 amendment); (iii) the name and address, as they appear in the Corporation's shareholder records, of the shareholder(s) proposing such business; (iv) the class and number of shares of the Corporation's capital stock which are beneficially owned by the proposing shareholder(s); (v) any material interest of the proposing shareholder(s) in such business; (vi) all other information relating to such shareholder that is required to be disclosed pursuant to Regulation 14A of the General Rules and Regulations under the Exchange Act; and (vii) a representation that the shareholder(s) intends to appear in person or by proxy at the meeting to propose such other business. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at a meeting of shareholders and no nominations made except in accordance with the procedures set forth in this Article I, Section 7. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting or that a nomination was not properly made, in either case, in accordance with the provisions of this Article I, Section 7, and if he or she should so determine, shall so declare to the meeting, and any such business not properly brought before the meeting shall not be transacted and any such nomination not properly made before the meeting shall be without effect. The Chairman of the meeting shall have absolute authority to decide questions of compliance with the foregoing procedures, and his or her ruling thereon shall be final and conclusive. The provisions of this Article I, Section 7 shall also govern what controls timely notice for purposes of Rule 14a-4(c) under the Exchange Act. SECTION 8. WRITTEN CONSENT OF SHAREHOLDERS. Unless otherwise prescribed in the Articles of Incorporation, any action which may, if otherwise allowed by law, be taken at any meeting of shareholders, except the annual meeting of shareholders, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consent may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same instrument. SECTION 9. ORGANIZATION. Each meeting of shareholders shall be convened by the Chairman of the Board, Chief Executive Officer, or other officer or person calling the meeting by notice given in accordance with these Bylaws. The Chairman of the Board, or any person appointed by the Chairman of the Board prior to any meeting of shareholders, shall act as Chairman of each such meeting of shareholders. In the absence of the Chairman of the Board, or a person appointed by the Chairman of the Board to act as Chairman of the meeting, the shareholders present at the meeting shall designate a Chairman of the meeting. The Secretary of the Corporation, or a person designated by the Chairman, shall act as Secretary of each meeting of shareholders. Whenever the Secretary shall act as Chairman of the meeting, or shall be absent, the Chairman of the meeting shall appoint a person present to act as Secretary of the meeting. SECTION 10. PLACE OF MEETINGS. All meetings of the shareholders shall be held at such place within or without the State of Missouri as may be, from time to time, fixed or determined by the Board. SECTION 11. WAIVER OF NOTICE. Whenever any notice is required to be given, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. 4 ARTICLE II BOARD OF DIRECTORS SECTION 1. NUMBER; ELECTION; TENURE. The Board of Directors shall initially consist of one member, or such greater number of directors as shall be fixed by a resolution of the Board of Directors adopted from time to time; provided that any change in the number of directors shall be reported to the Secretary of State of the State of Missouri within 30 calendar days of such change if such report is then required by law. Directors shall be elected at each annual meeting of shareholders, to hold office until the expiration of their term or until their respective successors shall be elected and shall qualify. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of shareholders by or at the direction of the Board of Directors or any committee thereof designated by the Board of Directors, or by any shareholder of record of the Corporation entitled to vote for the election of directors at the meeting who complies with the procedures for bringing business or nominations before a meeting, which procedures are set forth in Article I of these Bylaws. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the Bylaws, and if he or she should so determine, shall so declare to the meeting, and the defective nomination shall be disregarded. The Chairman of a meeting shall have absolute authority to decide questions of compliance with the procedures for bringing business or nominations before a meeting, and his or her ruling thereon shall be final and conclusive. SECTION 2. POWERS. The property and business of the Corporation shall be controlled and managed by its Board of Directors, which may exercise all powers of the Corporation and do or cause to be done all lawful acts as are not, by law, the Articles of Incorporation or these Bylaws, directed or required to be exercised and done by the shareholders. SECTION 3. CHAIRMAN. The directors shall elect one of their number to be Chairman of the Board. The Chairman shall preside at all meetings of the Board of Directors, unless absent from such meeting, in which case, if there is a quorum, the directors present may elect another director to preside at such meeting. SECTION 4. MEETINGS. Regular meetings of the Board of Directors, or of any committee designated by the Board of Directors, may be held at such places, within or without the State of Missouri, and on such dates and at such times as shall be fixed from time to time by the Chairman of the Board. Special meetings of the Board of Directors, or of any committee designated by the Board of Directors, may be held at any time and place on notice given personally, by mail, by telephone, by facsimile or by written notice by the Chairman of the Board the Chief Executive Officer or, at the request of the Chairman of the Board or Chief Executive Officer, by the Secretary of the Corporation to each director given not less than 24 hours in advance of such meeting; provided however, that any director may, at any time, in writing or by telegram, waive notice of any meeting at which he or she may not be or may not have been present. Attendance of a director at any meeting shall constitute a waiver of notice of the meeting except where a director attends a meeting for the sole and express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. 5 Rules of procedure for such meetings may be adopted by the Board of Directors or any committee thereof. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or committee by means of a conference telephone or similar communication equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting. SECTION 5. QUORUM. A majority of members of the Board of Directors in office shall constitute a quorum at all meetings of the Board of Directors, and the act of the majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors unless a greater number of directors is required by the Articles of Incorporation, the Bylaws or by law. At any meeting of directors, whether or not a quorum is present, the directors present thereat may adjourn the same from time to time without notice other than announcement at the meeting. A director who may be disqualified, by reason of personal interest, from voting on any particular matter, transaction or contract before a meeting of the directors may nevertheless be counted for the purpose of determining the presence of a quorum. SECTION 6. WRITTEN CONSENT OF DIRECTORS. Any action which may be taken at any meeting of directors, or of any committee of the Board of Directors, may be taken without a meeting if consents in writing, setting forth the action so taken, shall be signed by all of the members of the Board of Directors or committee. Such consent may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same instrument. SECTION 7. VACANCIES. Vacancies on the Board of Directors and newly created directorships resulting from any increase in the number of directors to constitute the Board of Directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, until the next election of directors by the shareholders of the Corporation. SECTION 8. RESIGNATION; REMOVAL. Any director of the Corporation may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt by the Board of Directors or one of the above named officers of such notice; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective. By action of a majority of the entire Board of Directors, any director may be removed from office for cause if such director shall at the time of such removal fails to meet the qualifications for election as a director as set forth herein and as determined from time to time by a majority of the entire Board of Directors. Notice of the proposed removal shall be given to all directors of the Corporation prior to action thereon. Directors may otherwise be removed only in the manner prescribed in the Articles of Incorporation. 6 SECTION 9. COMPENSATION OF DIRECTORS. Directors, as such, may receive such compensation and be reimbursed for expenses of attendance at any meeting of the Board of Directors or any committee thereof, as shall be determined by resolution adopted by a majority of the whole Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. SECTION 10. COMMITTEES OF THE BOARD OF DIRECTORS; GENERAL RULES. The Board of Directors may, by resolution adopted by a majority of the whole Board of Directors, designate two or more directors to constitute a committee. Each committee, to the extent provided in such resolution, shall have and may exercise the authority of the Board of Directors, as so delegated in the resolution, in the management of the Corporation. Each committee of the Board of Directors shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. Vacancies in the membership of each committee shall be filled by the Board of Directors. At all meetings of a committee, a majority of the committee members then in office shall constitute a quorum for the purpose of transacting business, and the acts of a majority of the committee members present at any meeting at which there is a quorum shall be the acts of the committee. A director who may be disqualified, by reason of personal interest, from voting on any particular matter, transaction or contract before a meeting of a committee may nevertheless be counted for the purpose of determining the presence of a quorum. SECTION 11 QUALIFICATIONS. No person shall be qualified to be elected and to hold office as a director if such person is determined by a majority of the entire Board of Directors to have acted in a manner contrary to the best interests of the Corporation, including, but not limited to, the violation of either Federal or State law, maintenance of interests not properly authorized and in conflict with the interests of the Corporation, or breach of any agreement between that director and the Corporation relating to his or her services as a director, employee or agent of the Corporation. A director need not be a shareholder unless the Articles of Incorporation otherwise provide. ARTICLE III OFFICERS SECTION 1. OFFICERS; ELECTION. The officers of the Corporation shall be a Chairman of the Board, a Chief Executive Officer, a President, and a Secretary, and may also include, as the Board of Directors may from time to time designate, one or more Vice Chairmen of the Board, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Group Vice Presidents, one or more Vice Presidents, a Chief Financial Officer, a Treasurer, a Controller, and one or more Assistant Secretaries, Assistant Treasurers and Assistant Controllers. The Board of Directors shall elect all officers of the Corporation, except that Assistant Secretaries, Assistant Treasurers and Assistant Controllers may be appointed by the Chairman of the Board. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as the Board of Directors shall from time to time determine. Any two or more offices may be held by the same person except the offices of Chairman of the Board and Secretary. 7 SECTION 2. TERMS; COMPENSATION. All officers of the Corporation shall hold office until their respective successors are elected and qualify. Any vacancy occurring in such office may be filled only by the Board of Directors. The compensation each officer (excluding assistant officers) is to receive from the Corporation shall be determined in such manner as the Board of Directors shall from time to time prescribe. SECTION 3. REMOVAL. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. The Chairman of the Board may suspend any officer until the Board of Directors shall next convene. SECTION 4. CHAIRMAN OF THE BOARD. The Chairman shall be the Chief Executive Officer of the Corporation. In addition to his duties as Chairman and Chief Executive Officer, he or she shall be responsible for the general and active management of the business and affairs of the Corporation, subject only to the control of the Board of Directors, shall have full authority in respect to the signing and execution of deeds, bonds, mortgages, contracts and other instruments of the Corporation; and, in the absence or disability of the President, shall exercise all of the powers and discharge all of the duties of the President. Unless otherwise determined by the Board of Directors, he or she shall also be, ex officio, a member of all standing Committees of the Board of Directors, shall preside at all meetings of the shareholders and Directors at which he or she is present and shall perform any other duties prescribed by the Board of Directors or these Bylaws. SECTION 5. PRESIDENT. In the absence of the Chairman of the Board of Directors, the President shall preside at all meetings of the shareholders and directors at which he or she is present. He or she shall perform any duties prescribed by the Chairman or the Board of Directors and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall have equal authority with the Chairman of the Board to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. SECTION 6. VICE PRESIDENTS. The Vice Presidents, if any, in the order of their seniority shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform any other duties prescribed by the Chairman, the President or the Board of Directors. SECTION 7. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall keep or cause to be kept a record of all meetings of the shareholders and the Board of Directors and record all votes and the minutes of all proceedings in a book to be kept for that purpose. He or she shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform any other duties prescribed by the Board of Directors or the 8 President, under whose supervision he or she shall be. He or she shall keep in safe custody the seal of the Corporation and shall affix the same to any instrument requiring it. The Assistant Secretaries, if any, in order of their seniority shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform any other duties prescribed by the Chairman, the President or the Board of Directors. SECTION 8. TREASURER AND ASSISTANT TREASURERS. The Treasurer, if any, shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors and shall perform any other duties prescribed by the Chairman, the President or the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation. The Assistant Treasurers, if any, in the order of their seniority shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform any other duties prescribed by the Board of Directors. SECTION 9. CONTROLLER AND ASSISTANT CONTROLLERS. The Controller, if one is elected by the Board of Directors, shall have charge of the accounting records of the Corporation, shall maintain appropriate internal control and auditing of the Corporation, and shall perform such other duties as directed by the Board of Directors, the Chairman of the Board or other senior officers. The Assistant Controllers, if any, in order of their seniority shall, in the absence or disability of the Controller, perform the duties and exercise the powers of the Controller and shall have any other duties prescribed by the Board of Directors. SECTION 10. APPOINTED OFFICERS. In addition to the corporate officers elected by the Board of Directors, the Chairman of the Board may, from time to time, appoint one or more other persons as appointed officers who shall not be deemed to be corporate officers, but may, respectively, be designated with such titles as the Chairman may deem appropriate. The Chairman may prescribe the powers to be exercised and the duties to be performed by each such appointed officer, may designate the term for which each such appointment is made, and may, from time to time, 9 terminate any or all of such appointments with or without cause. Such appointments and termination of appointments shall be reported periodically to the Board of Directors. ARTICLE IV CAPITAL STOCK SECTION 1. STOCK CERTIFICATES. The shares of the Corporation shall be represented by certificates, provided however, that the Board of Directors may provide by resolution that some or all of any classes or series of the Corporation's stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and, upon request, every holder of uncertificated shares, shall be entitled to have a certificate, in any form approved by the Board of Directors, certifiying the number and class of shares owned by the shareholder in the Corporation, numbered appropriately and signed by the Chairman of the Board or the President or a Vice President and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer of the Corporation, and shall bear the corporate seal of the Corporation. To the extent permitted by law, the signatures of such officers, and the corporate seal, appearing on certificates of stock, may be facsimiles, engraved or printed. In case any such officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on any such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may nevertheless be issued by the Corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue. The Corporation shall not issue a certificate for a fractional share; however, the Board of Directors may issue, in lieu of any fractional share, scrip or other evidence of ownership upon such terms and conditions as it may deem advisable. Notwithstanding any other provision of this Article IV, the Board of Directors may by resolution determine to issue certificateless shares, for registration in book entry accounts for shares of stock in such form as the appropriate officers of the Corporation may from time to time prescribe, in addition to or in place of shares of the Corporation represented by certificates, to the extent authorized by applicable law. SECTION 2. RECORD OWNERSHIP. The Corporation shall maintain a record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue and the number thereof. The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof, and accordingly it will not be bound to recognize any equitable or other claim of interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Missouri. SECTION 3. TRANSFERS. Transfers of stock shall be made on the books of the Corporation only by direction of the person named in the certificate, or by such person's duly appointed attorney-in-fact, lawfully constituted in writing, and upon the surrender of the certificate therefor or by appropriate book-entry procedures. In the case of uncertificated shares, transfer shall be 10 made only upon receipt of transfer documentation reasonably acceptable to the Corporation. The Board of Directors shall have the power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer and registration of shares of stock of the Corporation. SECTION 4. TRANSFER AGENTS; REGISTRARS. The Board of Directors may from time to time appoint one or more transfer agents or transfer clerks, and one or more registrars which may be banks, trust companies or other financial institutions located within or without the State of Missouri, to register shares of stock issued by or on behalf of the Corporation. The Board of Directors may adopt such rules as it may deem expedient concerning the issue, transfer and registration of stock certificates, or uncertificated shares, of the Corporation and may change or remove any transfer agent or registrar. SECTION 5. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. The holder of any shares of stock of the Corporation shall immediately notify the Corporation and its transfer agents and registrars, if any, of any loss, theft, destruction or mutilation of the certificates representing the same. The Corporation may issue a new certificate or uncertificated shares in place of any certificate theretofore issued by it which is alleged to have been lost, stolen or destroyed and the Board of Directors may require the owner of the lost, stolen or destroyed certificate or the owner's legal representative to give the Corporation a bond in a sum and in a form approved by the Board of Directors, and with a surety or sureties which the Board of Directors finds satisfactory, to indemnify the Corporation and its transfer agents and registrars, if any, against any claim or liability that may be asserted against or incurred by it or any transfer agent or registrar on account of the alleged loss, theft or destruction of any certificate or the issuance of a new certificate or uncertificated shares. The Board of Directors may, however, in its discretion, refuse to issue any such new certificate or uncertificated shares except pursuant to legal proceedings under the law of the State of Missouri in such case made and provided. A new certificate or uncertificated shares may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper so to do. The Board of Directors may delegate to any officer(s) of the Corporation any of the powers and authorities contained in this section. SECTION 6. TRANSFER BOOKS; RECORD DATES. The Board of Directors shall have power to close the stock transfer books of the Corporation as permitted by law; provided, however, that in lieu of closing the said books, the Board of Directors may fix in advance a date, not exceeding seventy days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to receive notice of, and to vote at, any such meeting, and any adjournment or postponement thereof, or entitled to receive payment of any such dividend, or to receive any such allotment of rights or to exercise the rights in respect of any such change, conversion or exchange of shares, and in such case such shareholders, and only such shareholders, as shall be shareholders of record on the date of closing the transfer books or on the record date so fixed shall be entitled to receive notice of, and to vote at, such meeting, and any adjournment or postponement thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares 11 on the books of the Corporation after such date of closing of the transfer books or such record date fixed as aforesaid. SECTION 7. DIVIDENDS. Dividends upon the outstanding shares of the Corporation may be declared by the Board of Directors at any regular or special meeting pursuant to law. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ARTICLE V OFFICES, SEAL, BOOKS, CHECKS, FISCAL YEAR SECTION 1. OFFICES. The principal office of the Corporation shall be located at 2815 Scott Avenue, St. Louis, Missouri 63103. SECTION 2. SEAL. The corporate seal of the Corporation shall be a circular seal; the words "BAKERS FOOTWEAR GROUP, INC." shall be embossed in the outer margin; and the words "Corporate Seal" shall be embossed in the interior; or the seal may be used by changing it on a facsimile thereof, to be impressed, affixed, reproduced or otherwise, within or without the State of Missouri. SECTION 3. PLACE FOR KEEPING BOOKS AND SEAL. The books of the Corporation, and its corporate minutes and corporate seal, shall be kept in the custody of or under the direction of the Secretary at the principal office of the Corporation, or at such other place or places within or without the State of Missouri and in the custody of such other person or persons as the Board of Directors may from time to time determine. SECTION 4. CHECKS. All checks or demands for money and notes of the Corporation shall be signed by or at the direction of such officer or officers, or such other person or persons as the Board of Directors may from time to time designate. SECTION 5. FISCAL YEAR. The fiscal year of the Corporation shall be fixed by a resolution of the Board of Directors from time to time. ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SECTION 1. ACTIONS INVOLVING DIRECTORS. The Corporation shall indemnify each person (other than a party plaintiff suing on his or her own behalf or in the right of the Corporation) who at any time is serving or has served as a director of the Corporation against any claim, liability or expense incurred as a result of such 12 service, or as a result of any other service on behalf of the Corporation, or service at the request of the Corporation (which request need not be in writing) as a director, officer, employee, member or agent of another corporation, partnership, limited liability company, joint venture, trust, trade or industry association, or other enterprise (whether incorporated or unincorporated, for-profit or not-for-profit), to the maximum extent permitted by law. Without limiting the generality of the foregoing, the Corporation shall indemnify any such person (other than a party plaintiff suing on his or her behalf or in the right of the Corporation), who was or is a party or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the Corporation) by reason of such service against expenses (including, without limitation, costs of investigation and attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding. SECTION 2. ACTIONS INVOLVING OFFICERS, EMPLOYEES AND AGENTS. A. Permissive Indemnification. The Corporation may, if it deems appropriate and as may be permitted by this Article Six, indemnify any person (other than a party plaintiff suing on his or her own behalf or in the right of the Corporation) who at any time is serving or has served as an officer, employee or agent of the Corporation against any claim, liability or expense incurred as a result of such service, or as a result of any other service on behalf of the Corporation, or service at the request of the Corporation as a director, officer, employee, member or agent of another corporation, partnership, limited liability company, joint venture, trust, trade or industry association, or other enterprise (whether incorporated or unincorporated, for-profit or not-for-profit), to the maximum extent permitted by law or to such lesser extent as the Corporation, in its discretion, may deem appropriate. Without limiting the generality of the foregoing, the Corporation may indemnify any such person (other than a party plaintiff suing on his or her own behalf or in the right of the Corporation), who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the Corporation) by reason of such service, against expenses (including, without limitation, costs of investigation and attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding. B. Mandatory Indemnification. To the extent that an officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 2.A of this Article Six, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the action, suit or proceeding. SECTION 3. DETERMINATION OF RIGHT TO INDEMNIFICATION IN CERTAIN CIRCUMSTANCES. Any indemnification required under Section 1 of this Article Six or authorized by the Corporation in a specific case pursuant to Section 2 of this Article Six (unless ordered by a court) 13 shall be made by the Corporation unless a determination is made reasonably and promptly that indemnification of the director, officer, employee or agent is not proper under the circumstances because he or she has not met the applicable standard of conduct set forth in or established pursuant to this Article Six. Such determination shall be made (A) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (B) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (C) by majority vote of the shareholders, provided that there shall be no presumption that the Corporation is released from any obligation under Section 1 of this Article Six, unless a written instrument, subscribed by an appropriate officer of the Corporation expressly so provides by making reference to this Subsection 3 of this Article Six. SECTION 4. ADVANCE PAYMENT OF EXPENSES. Expenses incurred by a person who is or was a director, officer or employee of the Corporation in defending a pending or threatened civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of an action, suit or proceeding, and expenses incurred by a person who is or was an agent of the Corporation in defending a pending or threatened civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors, in either case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, without interest, if it shall ultimately be finally determined that he or she is not entitled to be indemnified by the Corporation as authorized in or pursuant to this Article Six. SECTION 5. ARTICLE SIX PROVISIONS NOT EXCLUSIVE RIGHT. The indemnification provided by this Article Six shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled, whether under the Bylaws of the Corporation or any statute, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. SECTION 6. INDEMNIFICATION AGREEMENTS AUTHORIZED. Without limiting the other provisions of this Article Six, the Corporation is authorized from time to time, without further action by the shareholders of the Corporation, to enter into agreements with any director, officer, employee or agent of the Corporation providing such rights of indemnification as the Corporation may deem appropriate, up to the maximum extent permitted by law. Any agreement entered into by the Corporation with a director may be authorized by the other directors, and such authorization shall not be invalid on the basis that different or similar agreements may have been or may thereafter be entered into with other directors. 14 SECTION 7. STANDARD OF CONDUCT. Except as may otherwise be permitted by law, no person shall be indemnified pursuant to this Article Six (including without limitation pursuant to any agreement entered into pursuant to Section 6 of this Article Six) from or on account of such person's conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. The Corporation may (but need not) adopt a more restrictive standard of conduct with respect to the indemnification of any officer, employee or agent of the Corporation. SECTION 8. INSURANCE. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who is or was otherwise serving on behalf or at the request of the Corporation in any capacity against any claim, liability or expense asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article Six. SECTION 9. CERTAIN DEFINITIONS. For the purposes of this Article Six: A. Service in Representative Capacity. Any director, officer or employee of the Corporation who shall serve as a director, officer or employee of any other corporation, partnership, limited liability company, joint venture, trust or other enterprise of which the Corporation, directly or indirectly, is or was the owner of 20% or more of either the outstanding equity interests or the outstanding voting stock (or comparable interests), shall be deemed to be so serving at the request of the Corporation, unless the Board of Directors of the Corporation shall determine otherwise. In all other instances where any person shall serve as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise of which the Corporation is or was a stockholder or creditor, or in which it is or was otherwise interested, if it is not otherwise established that such person is or was serving as a director, officer, employee or agent at the request of the Corporation, the Board of Directors of the Corporation may determine whether such service is or was at the request of the Corporation, and it shall not be necessary to show any actual or prior request for such service. B. Predecessor Corporations. References to a corporation include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of a constituent corporation or is or was serving at the request of a constituent corporation as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article Six with respect to the resulting or surviving corporation as he or she would if he or she had served the resulting or surviving corporation in the same capacity. 15 C. Service for Employee Benefit Plan. The term "other enterprise" shall include, without limitation, employee benefit plans and voting or taking action with respect to stock or other assets therein; the term "serving at the request of the Corporation" shall include, without limitation, any service as a director, officer, employee or agent of a corporation which imposes duties on, or involves services by, a director, officer, employee or agent with respect to any employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have satisfied any standard of care required by or pursuant to this Article Six in connection with such plan; the term "fines" shall include, without limitation, any excise taxes assessed on a person with respect to an employee benefit plan and shall also include any damages (including treble damages) and any other civil penalties. SECTION 10. SURVIVAL. Each person who was or is a director, officer or employee of the Corporation is a third party beneficiary to this Article Six and shall be entitled to enforce against the Corporation all indemnification rights provided or contemplated by this Article Six. Such indemnification rights shall continue as to a person who has ceased to be a director, officer or employee, and shall inure to the benefit of the heirs, executors and administrators of such a person. This Article Six may be hereafter amended or repealed; provided however, no such amendment or repeal shall reduce, terminate or otherwise adversely affect the right of any person who was or is a director, officer or employee to obtain indemnification or an advance of expenses with respect to a proceeding that pertains to or arises out of actions or omissions that occurred prior to the Deadline Indemnification Date. For purposes of this Section 10 of this Article Six, the term "Deadline Indemnification Date" shall mean the later of: (a) the effective date of any amendment or repeal of this Article Six which reduces, terminates or otherwise adversely affects the rights hereunder of any person who was or is a director, officer or employee; (b) the expiration of such person's then current term of office with, or service for, the Corporation (provided such person has a stated term of office or service and completes such term); or (c) the effective date such person resigns his or her office or terminates his or her service (provided such person has a stated term of office or service but resigns prior to the expiration of such term). 16 SECTION 11. LIABILITY OF THE DIRECTORS, OFFICERS, AND EMPLOYEES. Notwithstanding the limitation on liability for directors set forth in Article VI of the Corporation's Articles of Incorporation, it is the intention of the Corporation to limit the personal liability of the directors, officers and employees of the Corporation, in their capacity as such, whether to the Corporation, its shareholders or otherwise, to the fullest extent permitted by law. Consequently, should the GBCL or any other applicable law be amended or adopted hereafter so as to permit the elimination or limitation of such liability, the liability of the directors, officers and/or employees of the Corporation shall be so eliminated or limited without the need for amendment of these Bylaws or for further action on the part of the shareholders of the Corporation. ARTICLE VII ALTERATION, AMENDMENT, OR REPEAL OF BYLAWS These Bylaws may be altered, amended or repealed at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors if a description of the proposed alteration, amendment or repeal is provided in the materials presented at such regular or special meeting, by the affirmative vote of a majority of the Board of Directors, provided that such authority has been delegated to the Board of Directors by the Articles of Incorporation and further provided that in no event shall the Bylaws be inconsistent with law or, in substance to a material degree, with any of the terms, conditions or provisions of the Articles of Incorporation of the Corporation; provided however, that any amendment to Article VI of these Bylaws shall first be adopted by a vote of the shareholders to the extent required by law. ARTICLE VIII CONTROL SHARE ACQUISITIONS Section 351.407 of the General and Business Corporation Law of Missouri, as amended from time to time, (relating to control share acquisitions) shall not apply to control share acquisitions of the capital stock, whether common or preferred, of the Corporation. 17 EX-4.3 5 c80714a4exv4w3.txt FORM OF REPRESENTATIVES' WARRANT AGREEMENT EXHIBIT 4.3 BAKERS FOOTWEAR GROUP, INC., RYAN BECK & CO., INC. AND BB&T CAPITAL MARKETS REPRESENTATIVES' WARRANT AGREEMENT Dated as of _________, 2004 REPRESENTATIVES' WARRANT AGREEMENT by and among BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (the "Company"), and RYAN BECK & CO., INC. ("Ryan Beck") and BB&T Capital Markets, a Division of Scott & Stringfellow, Inc. ("BB&T"; Ryan Beck and BB&T are hereinafter collectively referred to variously as the "Holders" or the "Representatives"). WITNESSETH WHEREAS, the Company proposes to issue to the Representatives warrants ("Warrants") to purchase up to an aggregate of 175,000 shares of common stock (the "Shares"), $0.0001 par value per share, of the Company (the "Common Stock"); and WHEREAS, the Representatives have agreed pursuant to the underwriting agreement (the "Underwriting Agreement") dated as of the date hereof by and among the Representatives and the Company, to act as the Representatives of the Underwriters in connection with the Company's proposed public offering of up to 2,012,500 shares of Common Stock at a public offering price of $________ per share of Common Stock (the "Public Offering"); and WHEREAS, the Warrants to be issued pursuant to this Agreement will be issued on the First Closing Date (as such term is defined in the Underwriting Agreement) by the Company to the Representatives in consideration for, and as part of the Representatives' compensation in connection with, the Representatives acting as the Representatives pursuant to the Underwriting Agreement; NOW, THEREFORE, in consideration of the premises, the payment by the Representatives to the Company of an aggregate of seventeen dollars and fifty cents ($17.50), the agreements herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. GRANT. Each of the Representatives is hereby granted the right to purchase, at any time from _________, 2005 [one year from the Closing] until 5:30 P.M., New York time, on ________, 2009 [five years from the Closing], up to that number of shares of Common Stock as is set forth opposite the name of such Representative on Schedule A attached hereto at an initial exercise price (subject to adjustment as provided in Section 8 hereof) of $______ [120% of the public offering price per share] per share of Common Stock subject to the terms and conditions of this Agreement. Except as expressly set forth herein, the shares issuable upon exercise of the Warrants are in all respects identical to the shares of Common Stock being purchased by the Representatives for resale to the public pursuant to the terms and provisions of the Underwriting Agreement. 2. WARRANT CERTIFICATES. The warrant certificates (the "Warrant Certificates") delivered and to be delivered pursuant to this Agreement shall be in the form set forth in Exhibit A attached hereto and made a part hereof, with such appropriate insertions, omissions, substitutions, and other variations as required or permitted by this Agreement. 3. EXERCISE OF WARRANT. 3.1 Method of Exercise. The Warrants initially are exercisable at an exercise price (subject to adjustment as provided in Section 8 hereof) per share of Common Stock set forth in Section 6 hereof payable by certified or official bank check in New York Clearing House funds. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price (as hereinafter defined) for the shares of Common Stock purchased at the Company's principal offices in St. Louis, Missouri (presently located at 2815 Scott Avenue, St. Louis, Missouri 63103) the registered holder of a Warrant Certificate ("Holder" or "Holders") shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). In the case of the purchase of less than all the shares of Common Stock purchasable under any Warrant Certificate, the Company shall cancel said Warrant Certificate upon the surrender thereof and shall execute and deliver a new Warrant Certificate of like tenor for the balance of the shares of Common Stock purchasable thereunder. 3.2 Exercise by Surrender of Warrant. In addition to the method of payment set forth in Section 3.1 hereof and in lieu of any cash payment required thereunder, the Holder(s) of the Warrants shall have the right at any time and from time to time to exercise the Warrants in full or in part by surrendering the Warrant Certificate in the manner specified in Section 3.1 in exchange for the number of shares of Common Stock equal to the product of (x) the number of shares as to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Market Price (as defined below) of the Common Stock less the Exercise Price, and the denominator of which is such Market Price. Solely for the purposes of this paragraph, Market Price shall be calculated either (i) on the date which the form of election attached hereto is deemed to have been sent to the Company pursuant to Section 13 hereof (the "Notice Date"), or (ii) as the average of the Market Prices for each of the five trading days immediately preceding the Notice Date, whichever of (i) or (ii) is greater. 3.3 Definition of Market Price. As used herein, the phrase "Market Price" at any date shall be deemed to be the last reported sale price, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading or by the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ"), or, if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted by NASDAQ, the average closing bid price as furnished by the National Association Securities Dealers, Inc. ("NASD") through 2 NASDAQ or similar organization if NASDAQ is no longer reporting such information, or if the Common Stock is not quoted on NASDAQ, as determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it. 4. ISSUANCE OF CERTIFICATES. Upon the exercise of the Warrants, the issuance of certificates for shares of Common Stock or other securities, properties or rights underlying such Warrants, shall be made forthwith (and in any event within three (3) business days thereafter) without charge to the Holder thereof including, without limitation, any tax which may be payable in respect of the issuance thereof, and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Warrant Certificates and the certificates representing the Common Stock (and/or other securities, property or rights issuable upon the exercise of the Warrants) shall be executed on behalf of the Company by the manual or facsimile signature of the then present Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Company attested to by the manual or facsimile signature of the then present Secretary or Assistant Secretary of the Company. Warrant Certificates shall be dated the date of execution by the Company upon initial issuance, division, exchange, substitution or transfer. 5. RESTRICTION ON TRANSFER OF WARRANTS. The Holder of a Warrant Certificate, by its acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof; and that the Warrants may not be sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or in part, for a period of one (1) year from the date hereof, except to directors, officers, employees and affiliates of the Representatives who are capable of evaluating an investment in the Common Stock and who have access to material information of the scope and character available in a registration statement, as contemplated by the Securities Act of 1933, as amended (the "Act"). 6. EXERCISE PRICE. 6.1 Initial and Adjusted Exercise Price. Except as otherwise provided in Section 8 hereof, the initial exercise price of each Warrant shall be [$_____] per share of Common Stock. The adjusted exercise price shall be the price which shall result from time to time from any and all adjustments of the initial exercise price in accordance with the provisions of Section 8 hereof. 6.2 Exercise Price. The term "Exercise Price" herein shall mean the initial exercise price or the adjusted exercise price, depending upon the context. 7. REGISTRATION RIGHTS. 3 7.1 Registration Under the Securities Act of 1933. The Warrants, the Shares and any securities issuable upon exercise of the Warrants have not been registered under the Act. Upon exercise, in part or in whole, of the Warrants, certificates representing the Common Stock underlying the Warrants and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Shares") shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available. 7.2 Piggyback Registration. For a period commencing on the effective date (the "Effective Date") of the Company's registration statement on Form S-1 (Registration No. 333-86332), and ending six (6) years from the Closing Date, if the Company proposes to register any of its securities under the Act (other than any registration statement filed by the Company pursuant to obligations existing on the date of this Agreement or in connection with a transaction registered on Form S-4 or any registration pursuant to Form S-8 or any successor forms) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representatives and to all other Holders of the Warrants and/or the Warrant Shares of its intention to do so. If the Representatives or other Holders of the Warrants and/or Warrant Shares notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Representatives and such Holders of the Warrants and/or Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. 7.3 Demand Registration. (a) For a period commencing on the Effective Date, and ending five (5) years from the Closing Date, the Holders of the Warrants and/or Warrant Shares representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Securities and Exchange Commission (the "Commission"), on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in 4 the opinion of both counsel for the Company and counsel for the Representatives and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Shares for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Shares who notify the Company within ten (10) days after receiving notice from the Company of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Shares within ten (10) days after the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, for a period commencing on the Effective Date, and ending five (5) years from the Closing Date, unless all of the Warrants issued and issuable have been exercised and the Holders of the Warrant shares have received a written opinion of Company counsel, reasonably satisfactory in form and substance to such Holders, to the effect that all of the Warrant Shares are freely resalable pursuant to Rule 144(k) promulgated under the Act, any Holder of Warrants and/or Warrant Shares shall have the right, exercisable by written request to the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any such Holder of its Warrant Shares, provided, however, that the provisions of Section 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders making such request. 7.4 Covenants of the Company With Respect to Registration. In connection with any registration under Sections 7.2 or 7.3 hereof, the Company covenants and agrees as follows: (a) The Company shall use its best efforts to file a registration statement within thirty (30) days of receipt of any demand therefor, shall use its best efforts to have any registration statements declared effective at the earliest possible time, and shall furnish each Holder desiring to sell Warrant Shares such number of prospectuses as shall reasonably be requested. (b) The Company shall pay all costs, fees and expenses (excluding fees and expenses of Holder(s)' counsel and any underwriting or selling commissions) in connection with all registration statements filed pursuant to Sections 7.2 and 7.3(a) including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. The Holder(s) requesting registration will pay all costs, fees and expenses in connection with any registration statement filed pursuant to Section 7.3(c). (c) The Company will take all necessary action which may be required in qualifying or registering the Warrant Shares included in a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s), provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction. 5 (d) The Company shall indemnify and hold harmless the Holder(s) of the Warrant Shares to be sold pursuant to any registration statement and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), from and against any and all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever including, without limitation, the fees and expenses of legal counsel) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Representatives contained in Section 10 of the Underwriting Agreement. (e) The Holder(s) of the Warrant Shares to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers, employees and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, from and against any and all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished in writing by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in Section 10 of the Underwriting Agreement pursuant to which the Representatives have agreed to indemnify the Company. (f) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (g) Except for the registration of securities pursuant to the exercise of registration rights granted to the holders of the Company's Subordinated Convertible Debentures due 2007, the Company shall not permit the inclusion of any securities other than the Warrant Shares to be included in any registration statement filed pursuant to Section 7.3 hereof, or permit any other registration statement (other than in connection with a transaction registered on Form S-4 or any registration pursuant to Form S-8, or any successor forms) to be or remain effective during the effectiveness of a registration statement filed pursuant to Section 7.3 hereof, without the prior written consent of the Holders of the Warrants and Warrant Shares representing a Majority of such securities. (h) The Company shall furnish to each Holder participating in the offering and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Company, dated the effective date of the registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (ii) a "cold comfort" letter dated the effective date of the registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of 6 such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities. (i) The Company shall as soon as practicable after the effective date of the registration statement, and in any event within 15 months thereafter, make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11 (a) of the Act and covering a period of at least 12 consecutive months beginning after the effective date. (j) The Company shall deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and to the managing underwriters, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and such underwriters to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems or they deem reasonably necessary to comply with applicable securities laws or the rules and regulations of the NASD. Such investigation shall be solely in connection with the preparation of such registration statement and may include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times as any such Holder or underwriter shall reasonably request. (k) The Company shall enter into an underwriting agreement with the underwriters selected for such underwriting by the Holders of a Majority of the Warrant Shares requested to be included in such underwriting, which, subject to applicable NASD rules and regulations, may be Ryan Beck and/or BB&T. Such agreement shall be satisfactory in form and substance to the Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Warrant Shares and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution or as otherwise required by the registration statement. (l) In addition to the Warrant Shares, upon the written request therefor by any Holder(s), the Company shall include in the registration statement any other securities of the Company held by such Holder(s) as of the date of filing of such registration statement, including without limitation restricted shares of Common Stock, options, warrants or any other securities convertible into shares of Common Stock, subject to customary carve-backs in the discretion of a managing underwriter. (m) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Shares, shall mean in excess of fifty percent (50%) of the then 7 outstanding Warrants or Warrant Shares that (i) are not held by the Company, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith and (ii) have not been resold to the public. 8. ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SECURITIES. 8.1 Subdivision and Combination. In case the Company shall at any time subdivide or combine the outstanding shares of Common Stock, the Exercise Price shall forthwith be proportionately decreased in the case of subdivision or increased in the case of combination. 8.2 Stock Dividends and Distributions. In case the Company shall pay a dividend in, or make a distribution of, shares of Common Stock or of the Company's capital stock convertible into Common Stock, the Exercise Price shall forthwith be proportionately decreased. An adjustment made pursuant to this Section 8.2 shall be made as of the record date for the subject stock dividend or distribution. 8.3 Adjustment in Number of Securities. Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 8, the number of Securities issuable upon the exercise at the adjusted exercise price of each Warrant shall be adjusted to the nearest whole number by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of the Warrants immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price. 8.4 Definition of Common Stock. For the purpose of this Agreement, the term "Common Stock" shall mean (i) the class of stock designated as Common Stock in the Articles of Incorporation of the Company as of the date hereof, as the same may be amended from time to time, or (ii) any other class of stock resulting from successive changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. 8.5 Merger or Consolidation. In case of any consolidation of the Company with, or merger of the Company with, or merger of the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to the Holder a supplemental warrant agreement providing that the holder of each Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Warrant) to receive, upon exercise of such warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common Stock of the Company for which such warrant might have been exercised immediately prior to such consolidation, merger, sale or transfer. Such supplemental warrant agreement shall provide for adjustments which shall be identical to the adjustments provided in Section 8. The above provision of this subsection shall similarly apply to successive consolidations or mergers. 8 8.6 No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made if the amount of said adjustment shall be less than two cents ($.02) per Warrant Share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least two cents ($.02) per Warrant Share. 9. EXCHANGE AND REPLACEMENT OF WARRANT CERTIFICATES. Each Warrant Certificate is exchangeable without expense, upon the surrender thereof by the registered Holder at the principal executive office of the Company, for a new Warrant Certificate of like tenor and date representing in the aggregate the right to purchase the same number of Warrant Shares in such denominations as shall be designated by the Holder thereof at the time of such surrender. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of any Warrant Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of the Warrants, if mutilated, the Company will make and deliver a new Warrant Certificate of like tenor, in lieu thereof. 10. ELIMINATION OF FRACTIONAL INTERESTS. The Company shall not be required to issue certificates representing fractions of shares of Common Stock upon the exercise of the Warrants, nor shall it be required to issue scrip or pay cash in lieu of fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction down to the nearest whole number of shares of Common Stock or other securities, properties or rights and by paying to the Holder of the Warrant in lieu of such fraction, calculated to the nearest one one-hundredth of a share, an amount in cash equal to the then market value of one share of Common Stock, multiplied by such fraction. 11. RESERVATION AND LISTING OF SECURITIES. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon the exercise of the Warrants, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Warrants and payment of the Exercise Price therefor, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder. As long as the Warrants shall be outstanding, the Company shall use its best efforts to cause all shares of Common Stock issuable upon the exercise of the Warrants to be listed (subject to official notice of issuance) on all securities exchanges on which the Common Stock issued to the public in connection herewith may then be listed and/or quoted. 12. NOTICES TO WARRANT HOLDERS. Nothing contained in this Agreement shall be construed as conferring upon the Holders the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of the Warrants and their exercise, any of the following events shall occur: 9 (a) the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; (b) the Company shall offer to all the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; or (c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed; then, in any one or more of said events, the Company shall give written notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend, or the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or sale. 13. NOTICES. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made and sent when delivered, or mailed by registered or certified mail, return receipt requested: (a) If to the registered Holder of the Warrants, to the address of such Holder as shown on the books of the Company; or (b) If to the Representatives, to Ryan Beck & Co., Inc., 650 Madison Avenue, New York, New York 10022, Attention: Michael Kollender and to BB&T Capital Markets, 909 East Main Street, 7th Floor, Richmond, Virginia 23219, Attention: Jake Savage; or (c) If to the Company, to the address set forth in Section 3 hereof or to such other address as the Company may designate by notice to the Holders with a copy to Bryan Cave, LLP, 211 North Broadway, Suite 3600, St. Louis, Missouri 63102, Attention: J. Mark Klamer. 14. SUPPLEMENTS AND AMENDMENTS. The Company and the Representatives may from time to time supplement or amend this Agreement without the approval of any Holders of Warrant Certificates (other than the Representatives) in order to cure any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent with any provisions herein, or to make any other provisions in regard to matters or questions arising hereunder which the Company and the Representatives may deem necessary or desirable and which the Company and the Representatives deem shall not adversely affect the interests of the Holders of Warrant Certificates. 10 15. SUCCESSORS. All the covenants and provisions of this Agreement shall be binding upon and inure to the benefit of the Company, the Holders and their respective successors and assigns hereunder. 16. TERMINATION. This Agreement shall terminate at the close of business on ________, 2011. Notwithstanding the foregoing, the indemnification provisions of Section 7 shall survive such termination until the close of business on ________, 2017. 17. GOVERNING LAW; SUBMISSION TO JURISDICTION. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to its rules governing the conflicts of laws. The Company and the Representatives hereby agree that any action, proceeding or claim against it or them arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submit to such jurisdiction, which jurisdiction shall be exclusive. The Company and the Representatives hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon the Company or the Representatives (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address provided for in Section 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company and the Representatives agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. 18. ENTIRE AGREEMENT; MODIFICATION. This Agreement (including the Underwriting Agreement to the extent portions thereof are referred to herein) contains the entire understanding between the parties hereto with respect to the subject matter hereof and may not be modified or amended except by a writing duly signed by the party against whom enforcement of the modification or amendment is sought. 19. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Agreement. 20. CAPTIONS. The caption headings of the Sections of this Agreement are for convenience of reference only and are not intended, nor should they be construed as, a part of this Agreement and shall be given no substantive effect. 21. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be construed to give to any person or corporation other than the Company and the Representatives and any other registered Holder(s) of the Warrant Certificates or Warrant Shares any legal or equitable right, remedy or claim under this Agreement; and this Agreement shall be for the sole and exclusive benefit of the Company, the Representatives and the Holder(s) of the Warrant Certificates or Warrant Shares. 11 22. COUNTERPARTS. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written. BAKERS FOOTWEAR GROUP, INC. By: ------------------------------------------ Name: Peter A. Edison Title: Chairman and Chief Executive Officer RYAN BECK & CO., INC. By: ------------------------------------------ Name: Michael J. Kollender Title: Managing Director BB&T CAPITAL MARKETS, a Division of Scott & Stringfellow, Inc. By: ------------------------------------------ Name: Jim A. Tyler, Jr. Title: Senior Vice President and Head of Syndicate 12 SCHEDULE A Name of Representative Number of Warrant Shares ---------------------- ------------------------ Ryan Beck & Co., Inc. BB&T Capital Markets EXHIBIT A THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., NEW YORK TIME, ___________, 2009 No. W-_______ WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________, or registered assigns, is the registered holder of ___________ Warrants, each Warrant entitling the holder to purchase initially, at any time from __________, 2005 [one year from the closing date] until 5:30 p.m. New York time on ______________, 2009 [five years from the closing date] ("Expiration Date"), one fully-paid and non-assessable share of common stock, $0.0001 par value ("Common Stock") of Bakers Footwear Group, Inc., a Missouri corporation (the "Company"), at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $__________ [120% of the public offering price] per share of Common Stock upon surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the Representatives' Warrant Agreement (the "Warrant Agreement") dated as of ______________, 2004 by and among the Company, Ryan Beck & Co., Inc. and BB&T Capital Markets, a Division of Scott & Stringfellow, Inc. Payment of the Exercise Price shall be made by certified or official bank check in New York Clearing House funds payable to the order of the Company or by surrender of this Warrant Certificate. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, shall thereafter be void. A-1 The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal. Dated as of __________, 2004 A-2 [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.1] The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase _______________ shares of Common Stock and herewith tenders in payment for such securities a certified or official bank check payable in New York Clearing House Funds to the order of Bakers Footwear Group, Inc. in the amount of $_________, all in accordance with the terms of Section 3.1 of the Representatives' Warrant Agreement, dated as of ______________, 2004, among Bakers Footwear Group, Inc., Ryan Beck & Co., Inc. and BB&T Capital Markets, a Division of Scott & Stringfellow, Inc. The undersigned requests that a certificate for such securities be registered in the name of __________________ whose address is _______________________ and that such Certificate be delivered to ___________________ whose address is __________________. Dated: ____________________________________________ Signature:_________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) ___________________________________________________ (Insert Social Security or Other Identifying Number of Holder) A-3 [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.2] The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase _____________ shares of Common Stock all in accordance with the terms of Section 3.2 of the Representatives' Warrant Agreement, dated as of ____________, 2004, among Bakers Footwear Group, Inc., Ryan Beck & Co., Inc. and BB&T Capital Markets, a Division of Scott & Stringfellow, Inc. The undersigned requests that a certificate for such securities be registered in the name of _________________ whose address is ___________________ and that such Certificate be delivered to __________________ whose address is ______________________. Dated: ____________________________________________ Signature:_________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. ) ___________________________________________________ (Insert Social Security or Other Identifying Number of Holder) A-4 (To be executed by the registered holder if such holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVED, __________________________ hereby sells, assigns and transfers unto _________________________________ (please print name and address of transferee) this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney, to transfer the within Warrant Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________________________________ Signature:_________________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) ___________________________________________________ (Insert Social Security or Other Identifying Number of Assignee) A-5 EX-4.5 6 c80714a4exv4w5.txt LTR RYAN BECK & CO AND BB&T CAPITAL TRANS RESTRI Exhibit 4.5 December 19, 2003 Ryan Beck & Co., Inc. BB&T Capital Markets As Representatives of the Several Underwriters c/o Ryan, Beck & Co., LLC 380 Madison Avenue New York, New York 10017 Ladies and Gentlemen: Reference is made to that certain proposed Underwriting Agreement (the "Underwriting Agreement") among Bakers Footwear Group, Inc., a Missouri corporation (the "Company"), Ryan Beck & Co., Inc. ("Ryan Beck") and BB&T Capital Markets, a Division of Scott & Stringfellow, Inc., as representatives of the several Underwriters named in Schedule A thereto, relating to a proposed firm commitment underwritten public offering of shares of the Company's Common Stock (the "Offering"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Underwriting Agreement. In order to induce the Underwriters to enter into the Underwriting Agreement and to consummate the transactions contemplated therein, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees not to, without the prior written consent of Ryan Beck & Co., Inc., during the Lock-Up Period (as defined below), directly or indirectly offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose of or transfer (collectively, a "Disposition") any shares of the Company's Common Stock or securities convertible into or exchangeable for shares of the Company's Common Stock (collectively, the "Company Securities"), or file any registration statement with respect to any of the foregoing, or enter into any swap or other agreement that transfers, in whole or in part, directly or indirectly, the economic consequences of ownership of the Company Securities, whether any such swap or transaction is to be settled by delivery of Company Securities, in cash or otherwise, except that the undersigned may (i) transfer Company Securities as a bona fide gift or gifts, provided that the donee or donees thereof agree(s) to be bound by the restrictions set forth herein, (ii) transfer Company Securities to the undersigned's Family Group ("Family Group" means an individual's spouse, ex-spouse, lineal descendants, father, mother, brother, sister or domestic partner, whether by law or otherwise, or any grandparent, mother- inlaw, father- in-law, daughter- in- law, brother- in- law, stepchild, grandchild, step- grandchild, uncle, niece or nephew, including adoptive relationships, and any family limited partnership, limited liability company or trust or other fiduciary relationship solely for the benefit of such individual and/or any of the foregoing), (iii) transfer Company Securities by will or the laws of descent and distribution upon the death of the undersigned to his/her executors or administrators or legal successors, including without limitation trustee(s), or pursuant to a divorce decree or (iv) exercise options to purchase the Company's Common Stock, which options have been issued Ryan Beck & Co., Inc. December 19, 2003 Page 2 before the consummation of the Offering or otherwise as described in the prospectus in the form first used to confirm sales in connection with the Offering. For purposes hereof, the "Lock-Up Period" shall mean the period commencing on the date hereof and ending on the date that is three hundred sixty-five (365) days following the date of the prospectus in the form first used to confirm sales in connection with the Offering. The foregoing restriction has been expressly agreed to preclude the undersigned holder of the Company Securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of Company Securities during the Lock-Up Period, even if such Company Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Company Securities or with respect to any security (other than a broad-based market basket or index) that included, relates to or derives any significant part of its value from the Company Securities. Furthermore, the undersigned hereby agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Company Securities in violation of this agreement. In addition, the undersigned hereby agrees that for a period of twelve (12) months from the date of the final prospectus in the form used to confirm sales in connection with the Offering, Ryan Beck shall have a right of first refusal to purchase for its account or to sell for the account of the undersigned, within seven (7) business days, any Company Securities sold by the undersigned pursuant to Rule 144 under the Securities Act of 1933, as amended. The undersigned hereby agrees to consult (at no cost to the undersigned or the Company) with Ryan Beck with regard to any such sales and will offer Ryan Beck the exclusive opportunity to purchase or sell such securities on terms (including without limitation the price, commissions, mark-ups or other charges or expenses, and the terms of execution) that are at least as favorable to the undersigned as can be secured elsewhere. If Ryan Beck fails to accept in writing any such offer within three (3) business days after receipt of a notice containing such proposal, then Ryan Beck shall have no claim or right with respect to any such sales contained in the notice. If, thereafter, such proposal is modified in any material respect in a manner that is not adverse to the undersigned, the undersigned shall adopt the same procedure as with respect to the original proposal. ------------------------------------ EX-10.15 7 c80714a4exv10w15.txt EMPLOYMENT AGREEMENT - PETER EDISON EXHIBIT 10.15 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of Jan. 12th, 2004, by and between Bakers Footwear Group, Inc., a Missouri corporation (the "Company"), and Peter A. Edison ("Executive"). W I T N E S S E T H : WHEREAS, the Company desires to retain the services of Executive as Chairman and Chief Executive Officer of the Company; and WHEREAS, the Company and Executive desire to enter into this Agreement to set forth the terms and conditions of the employment relationship between the Company and Executive. NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Term. Executive's term of employment (the "Employment Term") under this Agreement shall initially be three (3) years, commencing on the consummation of an offering by the Company pursuant to a registration statement, and an amendment or amendments thereto, on Form S-1 (File No. 333-86332) filed under the Securities Act of 1933, as amended ("Effective Date"). Each year on the anniversary of the Effective Date, the Employment Term shall automatically be extended for one additional year, unless (a) either party notifies the other in writing of its or his intention not to extend the Employment Term at least ninety (90) calendar days prior to such anniversary, or (b) the Employment Term is earlier terminated pursuant to the terms and conditions set forth in this Agreement. 2. Duties. During the Employment Term, Executive shall have the title of Chairman and Chief Executive Officer and shall perform all duties incident to that position. 3. Exclusive Services and Best Efforts. During the Employment Term, Executive agrees to devote his best efforts, energies and skill to the discharge of the duties and responsibilities attributable to his position, and to this end, he will devote substantially all of his business time and attention to the business and affairs of the Company. 4. Base Salary. During the Employment Term, the Company shall pay Executive a salary ("Base Salary"), at an initial rate of $290,000 per annum payable in equal installments at such payment intervals as are the usual custom of the Company, but not less often than monthly. The Base Salary shall be reviewed for merit increases and may, by action and in the discretion of the Compensation Committee of the Company's Board of Directors, be increased at any time or from time to time. 5. Bonus. During the Employment Term, Executive shall be eligible to participate in such Company executive bonus plan or plans as the Company may from time to time establish, on the same basis as other participants at his level and pursuant to the terms of the Plan in effect on the date eligibility for a bonus is determined. 6. Benefits. During the Employment Term and as otherwise provided herein, Executive shall be entitled to participate in any and all employee welfare and health benefit plans established by the Company from time to time for the benefit of all executives of the Company. Executive shall be entitled to paid vacation from work in accordance with the terms of the Company's vacation policy. Executive shall be required to comply with the conditions attendant to coverage by such plans and policies and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans and policies as they may be amended from time to time. Nothing herein contained shall be construed as requiring the Company to establish or continue any particular benefit plan in discharge of its obligations under this Employment Agreement. 7. Deduction from Salary and Benefits. The Company may withhold from any salary or benefits payable to Executive hereunder all federal, state, local and other taxes and other amounts as permitted or required pursuant to law or legal compulsion. 8. Reimbursement of Business Expenses. During the Employment Term, Executive shall be paid or reimbursed for all reasonable, ordinary and necessary business expenses incurred by Executive in the performance of his responsibilities and the promotion of the Company's businesses, including, but not limited to, any air travel, lodging, and automobile and related travel expenses. Executive shall submit to the Company periodic statements of all expenses so incurred. Subject to such audits as the Company may deem necessary, the Company shall reimburse Executive the full amount of any such expenses advanced by him in the ordinary course of business. 9. Certain Additional Payments. (a) For purposes of this Agreement, the following terms shall be defined as indicated below: (i) "Trigger Event" shall mean any of the following which occur during the Employment Term: (x) Executive's employment is terminated without cause pursuant to Section 12(b) or otherwise or (y) following a Change of Control of the Company, there is either (1) a material reduction in Executive's Base Salary, (2) a breach by the Company of Section 5, or (3) a material diminution in the nature or status of Executive's duties and responsibilities, (ii) "Change of Control" shall mean: (A) the purchase or other acquisition by any person, entity or "group", within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act") (excluding, for this purpose, the Company or its subsidiaries or any employee benefit plan of the Company or its subsidiaries), of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of either the then-outstanding shares of the Company's common stock or the combined voting power of the Company's then-outstanding voting securities entitled to vote generally in the election of directors, exceeding (x) that of Executive, provided that this does not occur because Executive has reduced the number of shares or voting power owned by him by more than 20% from the date hereof, or (y) 50% of either the then-outstanding shares of Common Stock or the combined voting power of the Company's then-outstanding voting securities entitled to vote generally in the election of directors; or 2 (B) approval by shareholders of a reorganization, merger, consolidation, sale of all or substantially all of the assets of the Company, or similar transaction, in each case with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger, consolidation or sale would not immediately thereafter own more than 50% of, respectively, the Company's common stock and the combined voting power entitled to vote generally in the election of directors of the reorganized, merged, consolidated or successor corporation's then-outstanding voting securities; notwithstanding the foregoing, if Executive owns 10% or more of either the then outstanding shares of Common Stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors, and Executive votes to approve such reorganization, merger, consolidation or sale, then such reorganization, merger, consolidation or sale shall not be deemed a "Change of Control" for purposes of this Agreement; or (C) a liquidation or dissolution of the Company. (iii) "Trigger Payment" shall mean an aggregate payment in one (1) lump sum within thirty (30) days following any Trigger Event totaling an amount equal to three times Executive's annual Base Salary in effect at the time of the Trigger Event. (b) If, during the Employment Term, a Trigger Event occurs with respect to Executive, Company shall make the Trigger Payment to Executive. (c) In no event shall Executive be entitled to receive more than one (1) Trigger Payment under this Section 9, even if there is more than one (1) reason or set of circumstances that gives rise to the Company's obligation to make a Trigger Payment. (d) If paid, the Trigger Payment shall be in lieu of and complete satisfaction for any claim for damages by Executive for breach of this Agreement by the Company, except for claims under Sections 6, 8 and 25. 10. Death. The Employment Term shall terminate on the date of Executive's death, in which event Executive's salary owing to Executive through the date of Executive's death, any unpaid Trigger Payment that had earlier accrued, Executive's benefits owing to Executive through the date of Executive's death, and reimbursable expenses owing to Executive through the date of Executive's death shall be paid to his estate. Executive's estate will not be entitled to any other compensation under this Agreement. 11. Disability. During the Employment Term, the Company shall purchase disability insurance for the benefit of Executive. If during the Employment Term Executive is materially unable to perform his duties under this Agreement because of disability, Company shall be entitled to terminate the Employment Term for disability, in which event Executive's salary owing to Executive through the date of Executive's termination for disability, Executives' benefits owing to Executive through the date of such termination, and reimbursable expenses owing to Executive through the date of such termination shall be paid to Executive. Executive shall not be entitled to any other compensation under this Agreement except for the proceeds 3 of the disability insurance. 12. Termination. (a) Termination for Cause by the Company. The Company may immediately terminate the Employment Term under this Agreement for cause. Upon such termination, the Company shall be released from any and all further obligations under this Agreement, except for accrued salary, benefits and reimbursable expenses owing to Executive through the effective date of the termination of the Employment Term. (i) For the purposes of this Agreement, "cause" shall mean: (A) misconduct in connection with the performance of any of Executive's duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, knowing misrepresentation to the Company, or any material violation of law or regulations on Company premises or while in the Company's employ or to which the Company is subject; (B) commission by Executive of an act involving moral turpitude, dishonesty, theft or unethical business conduct, or conduct that impairs or injures the reputation of, or harms, the Company; (C) disloyalty by Executive, including, without limitation, aiding a competitor; or (D) any material breach of this Agreement. provided, however, in the event of an event under subsection (D), cause shall not exist unless Executive was first given written notice of the event and fails to cure such event within ten (10) days following such notice. (b) Termination Without Cause by the Company. The Company may immediately terminate the Employment Term under this Agreement, at any time, without any cause or reason, upon ninety (90) days prior written notice to Executive. If Company chooses to terminate Executive's employment under this Section 12(b) by providing the appropriate notice, Company may opt to have Executive cease working at any time prior to the expiration of the ninety (90) day period so long as Company fully compensates Executive for the portion of time that Executive would have otherwise been paid during the remainder of the ninety (90) day notice period. The Company may terminate the Employment Term under this provision notwithstanding the existence of cause. (c) Termination Without Cause by Executive. Executive may terminate the Employment Term under this Agreement, at any time, with or without cause or reason, upon ninety (90) days prior written notice to the Company. 4 13. Non-Competition, Non-Solicitation and Confidential Information. (a) Non-Competition. At all times during the Employment Term, and for a two (2) year period immediately following the termination of the Employment Term for any reason, Executive shall not, directly or indirectly, engage in competition or have any interest in any sole proprietorship, corporation, company, partnership, association, venture or business or any other person or entity (whether as an employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) that directly or indirectly (or through any affiliated entity) competes with the Company's Business (as defined below), provided that such provision shall not apply to Executive's ownership of stock of the Company or the acquisition by Executive, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than five percent of any class of capital stock of such corporation. For purpose of this Section 13(a) Business shall mean the sale at retail of women's or men's shoes. (b) Non-Solicitation. At all times during the Employment Term, other than in connection with the performance of Executive's duties under this Agreement, and for a two (2) year period immediately following the termination of the Employment Term for any reason, Executive shall not, directly or indirectly, for himself or for any other person, firm, corporation, partnership, association or other entity employ or attempt to employ or enter into any contractual arrangement with any employee or former employee of the Company, unless such employee or former employee has not been employed by the Company for a period in excess of six months. (c) Confidentiality. Executive acknowledges that he will have access to certain proprietary and confidential information and trade secrets ("Confidential Information") of the Company, including, but not limited to, Company store volume data, sales projections, merchandise sales information, profit data, lease terms, marketing and advertising strategies and plans, product information, cost information, and financial information of the Company. Executive will not use or disclose any Confidential Information during the Employment Term or thereafter other than in connection with performing Executive's services for the Company in accordance with this Agreement. (d) Enforcement. (i) Executive agrees that the restrictions set forth in this Section are reasonable and necessary to protect the Company's goodwill and other legitimate business interests. If any of the covenants set forth herein are deemed to be overbroad or unenforceable the parties contemplate that such provisions shall be modified to make them enforceable to the fullest extent permitted by law. (ii) In the event of a breach or threatened breach by Executive of any of the provisions of this Section, (i) Executive acknowledges that the Company will be irreparably harmed and that money damages may be an insufficient remedy to the Company; and (ii) Executive shall pay all of the Company's attorneys fees, costs and expenses incurred in enforcing this Agreement, if litigation is commenced and the Company prevails in such litigation to any extent. Executive acknowledges that enforcement of the provisions of this Section by 5 way of injunctive relief would not prevent Executive from earning a livelihood. (iii) The provisions of this Section shall be deemed independent of the other provisions of this Agreement and shall be enforceable in all events, notwithstanding the termination, for any reason, of Executive's employment or even a breach by the Company of any provision of this Agreement; provided, however, in the event that the Company is in breach of any material term or provision of this Agreement and fails to cure such breach within sixty (60) days following written notice by Executive to the Company detailing the facts which constitute such breach, Executive shall be relieved of his obligations under Section 13(a) of this Agreement but not of his obligations under Section 13(b) of this Agreement. 14. Representations and Warranties of Executive. Executive hereby represents and warrants to the Company as follows: (a) Executive's execution and delivery of this Agreement and the performance of his obligations hereunder will not violate or be in conflict with any fiduciary or other duty, instrument, agreement, document, arrangement or other understanding to which Executive is a party or by which he is or may be bound or subject; and (b) Executive is not a party to any instrument, agreement, document, arrangement or other understanding with any person (other than the Company) requiring or restricting the use or disclosure of any confidential information or the provision of any employment, consulting or other services. 15. Other Executive Obligations During the Employment Term. (a) Company Property. All records, files, lists, including computer generated lists, documents, computers, computer software programs, equipment, telephones, telephone numbers, and similar items relating to the Company's business that Executive shall prepare or receive from the Company during the Employment Term shall remain the Company's sole and exclusive property. Upon termination of the Employment Term, Executive shall promptly return to the Company all property of the Company in his possession. During the Employment Term, Executive further represents that he will not copy or cause to be copied, print out or cause to be printed out any software, documents or other materials originating with or belonging to the Company. Executive additionally represents that, upon termination of the Employment Term, he will not retain in his possession any such software, documents or other materials. (b) Cooperation. Executive agrees that both during the Employment Term and thereafter he shall, at the request of the Company, render all assistance and perform all lawful acts that the Company considers necessary or advisable in connection with any litigation involving the Company or any director, officer, employee, shareholder, agent, representative, consultant, customer or vendor of the Company. (c) Independence. The provisions of this Section shall be deemed independent of the other provisions of this Agreement and shall be enforceable in all events, notwithstanding the termination, for any reason, of the Employment Term or even a breach by the Company of any provision of this Agreement; provided, however, in the event that the Company breaches any material term or provision of this Agreement and fails to cure such breach within sixty (60) days following written notice by Executive detailing the facts which constitute the breach, Executive shall then be relieved of his obligations under Section 15(b) of this Agreement, but not of his obligations under Section 15(a) of this Agreement. 16. Arbitration. Except to the extent Company seeks injunctive or other equitable relief, any and all disputes arising under or relating to the interpretation or application of this 6 Agreement or concerning Executive's employment with the Company during the Employment Term or termination of the Employment Term, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 1981, the Age Discrimination in Employment Act, Executive Retirement Income Security Act, the Family and Medical Leave Act, the Missouri Human Rights Act, the Missouri Service Letter Law, and any other federal, state, or local law, and the common law of contract or tort, shall be subject to arbitration in St. Louis County, Missouri, under the then existing rules of the American Arbitration Association. Judgment upon the award rendered may be entered in any court of competent jurisdiction. Nothing contained in this Section shall limit the right of the Company to enforce by court injunction or other equitable relief Executive's obligations under this Agreement, including but not limited to those under Sections 13 and 15 of this Agreement. 17. Continuation of Executive's Obligations. Upon the ending of the Employment Term, Executive's other obligations under this Agreement, including but not limited to those under Sections 13 through 24, shall continue pursuant to the terms and conditions of this Agreement. Prior to the Employment Term, this Agreement shall have no force and effect. 18. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Missouri, without regard to the conflicts of law rules thereof. 19. Jurisdiction. In the event that the Company seeks injunctive or other equitable relief, to which the arbitration provisions of Section 16 of this Agreement are inapplicable, each of the parties hereto hereby irrevocably consents and submits to the jurisdiction of the Circuit Court of St. Louis County, Missouri, and of the United States District Court for the Eastern District of Missouri in connection with any such suit, action or other proceeding. Executive waives and agrees not to assert any defense that the court lacks jurisdiction, that venue is improper, that the forum is inconvenient, or otherwise. 20. Successors and Assigns. Neither this Agreement, nor any of Executive's rights, powers, duties or obligations hereunder, may be assigned by Executive. This Agreement shall be binding upon and inure to the benefit of Executive and his heirs and legal representatives and the Company and its successor and assigns. 21. Waiver. Any waiver or consent from a party with respect to any term or provision of this Agreement or any other aspect of Executive's conduct or employment shall be effective only in the specific instance and for the specific purpose for which given and shall not be deemed, regardless of frequency given, to be a further or continuing waiver or consent. The failure or delay of a party at any time or times to require performance of, or to exercise any of its powers, rights or remedies with respect to, any term or provision of this Agreement or any other aspect of Executive's conduct or employment shall not in any manner (except as otherwise expressly provided herein) affect a party's right at a later time to enforce any such term or provision. 22. Notices. All notices under this Agreement must be in writing and shall be deemed to have been duly given if delivered by hand or mailed by first class mail, registered mail, return receipt requested, postage and registry fees prepaid, to the applicable party and addressed as follows: 7 (a) The Company: Bakers Footwear Group, Inc. 2815 Scott Avenue St. Louis, Missouri 63103 Attention: Board of Directors (b) Executive: Peter A. Edison Bakers Footwear Group, Inc. 2815 Scott Avenue St. Louis, Missouri 63103 Addresses may be changed by notice in writing signed by the addressee. 23. Amendment. No amendment or modification of this Agreement shall be valid or effective, unless in writing and signed by the parties to this Agreement. 24. Entire Agreement. (a) This Agreement embodies the entire agreement of the parties hereto with respect to its subject matter and, as of the Effective Date, merges with and supersedes all prior discussions, agreements, commitments or understandings or every kind and nature relating thereto, whether oral or written, between Executive and the Company, including without limitation the Employment Agreement between the Company and Executive dated as of October 31, 1997. Neither party shall be bound by any term or condition other than as is expressly set forth herein. (b) Executive represents and agrees that he fully understands his right to discuss all aspects of this Agreement with his private attorney, that to the extent he desired, he availed herself of this right, that he has carefully read and fully understands all of the provisions of the Agreement, that his decision to execute this Agreement has not been obtained by any duress and that he has read this document in its entirety and fully understands the meaning, intent and consequences of this Agreement. 25. Excise Tax Payments. Notwithstanding anything contained in this Agreement to the contrary, in the event that any payment (within the meaning of Section 280G(b)(2) of the Code, or distribution to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his or her employment with the Company (a "Payment" or "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, interest and penalties collectively referred to as the "Excise Tax"), then Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by Executive of all such taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments; provided, that Executive shall not be entitled to receive 8 any additional payment relating to any interest or penalties attributable to any action or omission by Executive in bad faith. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. THE NEXT PAGE IS THE SIGNATURE PAGE] 9 IN WITNESS WHEREOF, the parties have executed this Agreement on the date first hereinabove set forth. THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. COMPANY: EXECUTIVE: BAKERS FOOTWEAR GROUP, INC. By: /s/ Lawrence L. Spanley, Jr. /s/ Peter A. Edison ------------------------------ --------------------------------- Peter A. Edison Title: Vice President - Secretary --------------------------- 10 EX-10.16 8 c80714a4exv10w16.txt EMPLOYMENT AGREEMENT - MICHELE BERGERAC EXHIBIT 10.16 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of April 1, 2002, by and between BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (the "Company"), and MICHELE BERGERAC ("Employee"). WITNESSETH: WHEREAS, the Company desires to retain the services of Employee as President of the Company; and WHEREAS, the parties wish to include certain provisions in this Agreement to effectuate the interest of Peter Edison that Employee replace him as Chairman and CEO of the Company to the extent provided for in this Agreement; and WHEREAS, the Company and Employee desire to enter into this Agreement to set forth the terms and conditions of the employment relationship between the Company and Employee. NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Term. Employee's term of employment (the "Employment Term") under this Agreement shall be three (3) years, commencing on April 1, 2002 ("Effective Date"), and shall continue for a period through and including March 31,2005, and shall automatically renew for successive three (3) years terms, unless (a) either party provides the other notice in writing ("Non-Extension Notice") of its or her intention not to extend Employee's Employment Term at least one hundred eighty (180) calendar days prior to the end of the then Employment Term, or (b) the Employment Term is earlier terminated pursuant to the terms and conditions set forth in this Agreement. If Company chooses to terminate Employee's employment under this Paragraph 1 of this Agreement by providing the Non-Extension Notice, Company may opt to have Employee cease working at any time prior to the expiration of the Employment Term so long as Company fully compensates Employee for the portion of time that Employee would have otherwise been paid during the remainder of the Employment Term. 2. Duties. Employee shall have the title of President and shall perform all duties incident to the position of President as well as any other duties as may from time to time be assigned by the Chairman and Chief Executive Officer ("CEO") of the Company or his designee or the Board of Directors of the Company (the "Board") not inconsistent with the title and duties of President, and agrees to abide by all By-laws, policies, practices, procedures or rules of the Company. 3. Exclusive Services and Best Efforts. Employee agrees to devote her best efforts, energies and skill to the discharge of the duties and responsibilities attributable to her position, and to this end, she will devote her full time and attention exclusively to the business and affairs of the Company. Employee also agrees that she shall not take personal advantage of any business opportunities that arise during her employment and that may benefit the Company. All material facts regarding such opportunities must be promptly reported to the Chairman and CEO or the Board for consideration by the Company. 4. Base Salary. During the Employment Term, the Company shall pay Employee a salary ("Base Salary"), at a rate per annum to be determined from time to time by the Chairman and CEO of the Company or the Board, but in no event less than the rate per annum payable by the Company to the Employee on the Effective Date, payable in equal installments at such payment intervals as are the usual custom of the Company, but not less often than monthly. 5. Bonus. Employee shall be eligible to participate in such Company executive bonus plan or plans as the Company may from time to time establish, on the same basis as other participants at her level and pursuant to the terms of the Plan in effect on the date eligibiIity for a bonus is determined. 6. Benefit Plans. During the Employment Term and as otherwise provided herein, Employee shall be entitled to participate in any and all employee welfare and health benefit plans (including, but not limited to, medical, insurance, dental insurance, and disability insurance plans) and other employee benefit plans, including, but not limited to, the Bakers Footwear Group, Inc. d/b/a Weiss and Neuman Shoe Co. 401 (k) Plan, established by the Company from time to time for the benefit of all executives of the Company. Employee shall be entitled to paid vacation from work in accordance with the terms of the Company's vacation policy. Employee shall be required to comply with the conditions attendant to coverage by such plans and policies and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans and policies as they may be amended from time to time. Nothing herein contained shall be construed as requiring the Company to establish or continue any particular benefit plan in discharge of its obligations under this Employment Agreement. 7. Deduction from Salary and Benefits. The Company may withhold from any salary or benefits payable to Employee all federal, state, local and other taxes and other amounts as permitted or required pursuant to law or legal compulsion. 8. Reimbursement of Business Expenses. Employee shall be paid or reimbursed for all reasonable, ordinary and necessary business expenses incurred by Employee in the performance of her responsibilities and the promotion of the Company's businesses, including, but not limited to, any air travel, lodging, and automobile and related travel expenses. Employee shall submit to the Company periodic statements of all expenses so incurred. Subject to such audits as the Company may deem necessary, the Company shall reimburse Employee the full amount of any such expenses advanced by her in the ordinary course of business. 9. Certain Additional Payments. (a) For purposes of this Agreement, the following terms shall be defined as indicated: (i) "Trigger Event" shall mean any of the following which occur during the Employment Term: (x) Peter Edison ceases to be Chairman and CEO of the Company and Employee is not selected to be Chairman and CEO of the Company within thirty (30) days after the date on which Peter Edison has ceased to be Chairman and CEO of the Company or (y) Employee becomes Chairman and CEO of the Company within thirty (30) days after the date on which Peter Edison ceases to be Chairman and CEO of the Company, and within three (3) years after Employee becomes Chairman and CEO of the Company either (A) there is a material diminution in the nature or status of Employee's duties and responsibilities, (B) Employee's employment is terminated without cause, or (C) there is a reduction in Employee's overall compensation. (ii) "Trigger Payment" shall mean an aggregate payment in one (1) lump sum within thirty (30) days following any Trigger Event totaling an amount equal to the sum of (x) three times annual Employee's Base Salary in effect at the time of the Trigger Event, and (y) the average of Bonus payments made by the Company to the Employee in respect of the two (2) calendar years immediately preceding such Trigger Event. (iii) "Severance Payment" shall mean an amount equal to the product obtained by multiplying (x) Employee's base monthly salary at the time of any termination of Employee's employment that gives rise to a Severance Payment obligation of Company under this Agreement, times (y) the Lesser of the number of months remaining in the Employment Term on the date of any such termination, or eighteen (18) months. (iv) "Paragraph 9 Payment" shall mean a Trigger Payment or a Severance Payment. (b) In order to address Employee's expectation, and to exhibit Company's intent, of Employee replacing Peter Edison as the Chairman and CEO of the Company upon his resignation, termination, or otherwise, if, during the Employment Term, a Trigger Event occurs with respect to Employee, Company shall make the Trigger Payment to the Employee. (c) Except as otherwise provided in subparagraph (d) of this Paragraph 9 below, in the event that Employee's employment is terminated under Paragraph 11 of this Agreement (Disability) or Paragraph 12(b) of this Agreement (Termination Without Cause by the Company), Employee shall, in addition to all other amounts due Employee under this Agreement, be entitled to the Severance Payment. Such Severance Payment shall be paid within thirty (30) days following such termination. (d) In no event shall Employee be entitled to receive more than a single Paragraph 9 Payment under this Paragraph 9, even if there is more than one (1) reason or set of circumstances that gives rise to the Company's obligation to make such payment. If Employee is entitled to both a Trigger Payment and a Severance Payment under this Paragraph 9, Employee shall only be entitled to the Trigger Payment, and shall not be entitled to the Severance Payment. (e) For purposes of this Paragraph 9, all references to "Company" shall include Company and all of Company's successors in interest. 10. Death. The Employment Term shall terminate on the date of Employee's death, in which event Employee's salary, any unpaid Trigger Payment that had earlier accrued, Employee's benefits, and reimbursable expenses owing to Employee through the date of Employee's death shall be paid to her estate. Employee's estate will not be entitled to any other compensation under this Agreement. 11. Disability. If, during the Employment Term, in the opinion of the Company, Employee, because of physical or mental illness or incapacity, shall become unable to perform substantially all of the duties and services required of her under this Agreement for a period of sixty (60) days in the aggregate during any twelve-month period, the Company may, upon at least ten (10) days' prior written notice given at any time after the expiration of such sixty (60) day period, notify Employee of its intention to terminate the Employment Term under this Agreement as of the date set forth in the notice. If Company chooses to terminate Employee's employment under this Paragraph 11 by providing the appropriate notice, Company may opt to have Employee cease working at any time prior to the expiration of the ten (10) day notice period so long as Company fully compensates Employee for the portion of time that Employee would have otherwise been paid during the remainder of the ten (10) day notice period. In case of such termination, Employee shall be entitled to receive a Severance Payment under Paragraph 9, salary, benefits and reimbursable expenses owing to Employee through the date of termination. The Company shall have no further obligation or liability to Employee. 12. Termination. (a) Termination for Cause by the Company. The Company may immediately terminate the Employment Term under this Agreement for cause. Upon such termination, the Company shall be released from any and all further obligations under this Agreement, except for accrued salary, benefits and reimbursable expenses owing to Employee through the effective date of the termination of the Employment Term. (1) For the purposes of this Agreement, "cause" shall mean the following: (A) failure or neglect by Employee to perform the duties of the Employee's position; (B) failure of Employee to obey lawful orders given by the Chairman and CEO or the Board; (C) misconduct in connection with the performance of any of Employee's duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or while in the Company's employ or to which the Company is subject; (D) commission by Employee of an act involving moral turpitude, dishonesty, theft or unethical business conduct, or conduct that impairs or injures the reputation of, or harms, the Company; (E) disloyalty by Employee, including, without limitation, aiding a competitor; (F) failure to fully cooperate in any investigation by the Company; or (G) any breach of this Agreement or Company rules; provided, however, in the event of an event under subparagraph (A) or (G) of Paragraph 1, cause shall not exist unless Employee was first given written notice of the event and fails to cure such event within ten (10) days following such notice. (b) Termination Without Cause by the Company. The Company may immediately terminate the Employment Term under this Agreement, at any time, without any cause or reason, upon ninety (90) days' prior written notice to Employee. If Company chooses to terminate Employee's employment under this Paragraph 12(b) by providing the appropriate notice, Company may opt to have Employee cease working at any time prior to the expiration of the ninety (90) day period so long as Company fully compensates Employee for the portion of time that Employee would have otherwise been paid during the remainder of the ninety (90) day notice period. The Company may terminate the Employment Term under this provision notwithstanding the existence of cause. (c) Termination Without Cause by Employee. Employee may terminate the Employment Term under this Agreement, at any time, with or without cause or reason, upon ninety (90) days' prior written notice to the Company. 13. Non-Competition and Confidential Information. (a) Non-Competition. The Company does business throughout the United States. The entities listed on Exhibit A, attached hereto and incorporated herein by reference, are competitors of the Company that also do business throughout the United States. During the Employment Term and for a period of twelve (12) months after the termination for any reason of Employee's employment with the Company, Employee will not, without the prior written consent of the Chairman and CEO of the Company or Board, if Employee is then the Chairman and CEO, in any manner, directly or indirectly, either as an employee, owner, partner, consultant, shareholder, director or officer, for himself or in behalf of any person, firm, partnership, entity or corporation, work for, become employed by or interested directly or indirectly in, or in any other way become employed by or interested directly or indirectly in, or in any other way become associated with, any of the entities listed on Exhibit A or any of their subsidiaries or affiliated or related entities, or any of their successors. The Board shall have the right to modify, add to, or delete from the list set forth in Exhibit A, and may do so from time to time until thirty (30) days after the end of the initial or any succeeding Employment Term, by written notice pursuant to Paragraph 22 of this Agreement. The aforementioned twelve (12) month time period shall be extended for a time period equal to the time period during which a violation of Paragraph 13(a) exists. (b) Confidentiality. Employee acknowledges that she will have access to certain proprietary and confidential information and trade secrets ("Confidential Information") of the Company, including, but not limited to, Company store volume data, sales projections, merchandise sales information, profit data, lease terms, marketing and advertising strategies and plans, product information, cost information, and financial information of the Company. Employee will not use or disclose any Confidential Information during the Employment Term or thereafter other than in connection with performing Employee's services for the Company in accordance with this Agreement. (c) Enforcement. (1) Employee agrees that the restrictions set forth in this Paragraph are reasonable and necessary to protect the Company's goodwill and other legitimate business interests. If any of the covenants set forth herein are deemed to be overbroad or unenforceably the parties contemplate that such provisions shall be modified to make them enforceable to the fullest extent permitted by law. (2) In the event of a breach or threatened breach by Employee of any of the provisions of this Paragraph, (i) Employee acknowledges that the Company will be irreparably harmed and that money damages may be an insufficient remedy to the Company; and (ii) Employee shall pay all of the Company's attorneys fees, costs and expenses incurred in enforcing this Agreement, if litigation is commenced and the Company prevails in such litigation to any extent. Employee acknowledges that enforcement of the provisions of this Paragraph by way of injunctive relief would not prevent Employee from earning a livelihood. (d) The provisions of this Paragraph shall be deemed independent of the other provisions of this Agreement and shall be enforceable in all events, notwithstanding the termination, for any reason, of Employee's employment or even a breach by the Company of any provision of this Agreement; provided, however, in the event that the Company is in breach of any material term or provision of this Agreement and fails to cure such breach within sixty (60) days following written notice by Employee to the Company detailing the facts which constitute such breach, Employee shall be relieved of her obligations under Paragraph 13(a) of this Agreement but not of her obligations under Paragraph 13(b) of this Agreement. 14. Representations and Warranties of Employee. Employee hereby represents and warrants to the Company as follows: (a) Employee's execution and delivery of this Agreement and the performance of her obligations hereunder will not violate or be in conflict with any fiduciary or other duty, instrument, agreement, document, arrangement or other understanding to which Employee is a party or by which he is or may be bound or subject; and (b) Employee is not a party to any instrument, agreement, document, arrangement or other understanding with any person (other than the Company) requiring or restricting the use or disclosure of any confidential information or the provision of any employment, consulting or other services. 15. Other Employee Obligations. (a) Company Property. All records, files, lists, including computer generated lists, documents, computers, computer software programs, equipment, telephones, telephone numbers, and similar items relating to the Company's business that Employee shall prepare or receive from the Company shall remain the Company's sole and exclusive property. Upon termination of this Agreement, Employee shall promptly return to the Company all property of the Company in her possession. Employee further represents that she will not copy or cause to be copied, print out or cause to be printed out any software, documents or other materials originating with or belonging to the Company. Employee additionally represents that, upon termination of her employment with the Company, she will not retain in her possession any such software, documents or other materials. (b) Cooperation. Employee agrees that both during and after her employment she shall, at the request of the Company, render all assistance and perform all lawful acts that the Company considers necessary or advisable in connection with any litigation involving the Company or any director, officer, employee, shareholder, agent, representative, consultant, customer or vendor of the Company. (c) The provisions of this Paragraph shall be deemed independent of the other provisions of this Agreement and shall be enforceable in all events, notwithstanding the termination, for any reason, of Employee's employment or even a breach by the Company of any provision of this Agreement; provided, however, in the event that the Company breaches any material term or provision of this Agreement and fails to cure such breach within sixty (60) days following written notice by Employee detailing the facts which constitute the breach, Employee shall then be relieved of her obligations under Paragraph 15(b) of this Agreement, but not of her obligations under Paragraph 15(a) of this Agreement. 16. Arbitration. Except to the extent Company seeks injunctive or other equitable relief, any and all disputes arising under or relating to the interpretation or application of this Agreement or concerning Employee's employment with the Company or termination thereof, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 1981, tt~e Age Discrimination in Employment Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Missouri Human Rights Act, the Missouri Service Letter Law, and any other federal, state, or local law, and the common law of contract or tort, shall be subject to arbitration in St. Louis County, Missouri, under the then existing rules of the American Arbitration Association. Judgment upon the award rendered may be entered in any court of competent jurisdiction. Nothing contained in this Paragraph shall limit the right of the Company to enforce by court injunction or other equitable relief the Employee's obligations under this Agreement, including but not limited to those under Paragraphs 13 and 15 of this Agreement. 17. Continuation of Employee's Obligations. Upon the ending of Employee's Employment Term, Employee's other obligations under this Agreement, including but not limited to those under Paragraphs 13 through 24, shall continue pursuant to the terms and conditions of this Agreement. 18. Governinq Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Missouri, without regard to the conflicts of law rules thereof. 19. Jurisdiction. In the event that the Company seeks injunctive or other equitable relief, to which the arbitration provisions of Paragraph 16 of this Agreement are inapplicable, each of the parties hereto hereby irrevocably consents and submits to the jurisdiction of the Circuit Court of St. Louis County, Missouri, and of the United States District Court for the Eastern District of Missouri in connection with any such suit, action or other proceeding. Employee waives and agrees not to assert any defense that the court lacks jurisdiction, that venue is improper, that the forum is inconvenient, or otherwise. 20. Successors and Assiqns. Neither this Agreement, nor any of Employee's rights, powers, duties or obligations hereunder, may be assigned by Employee. This Agreement shall be binding upon and inure to the benefit of Employee and her heirs and legal representatives and the Company and its successor and assigns. 21. Waiver. Any waiver or consent from a party with respect to any term or provision of this Agreement or any other aspect of Employee's conduct or employment shall be effective only in the specific instance and for the specific purpose for which given and shall not be deemed, regardless of frequency given, to be a further or continuing waiver or consent. The failure or delay of a party at any time or times to require performance of, or to exercise any of its powers, rights or remedies with respect to, any term or provision of this Agreement or any other aspect of Employee's conduct or employment shall not in any manner (except as otherwise expressly provided herein) affect a party's right at a later time to enforce any such term or provision. 22. Notices. All notices under this Agreement must be in writing and shall be deemed to have been duly given if delivered by hand or mailed by first class mail, registered mail, return receipt requested, postage and registry fees prepaid, to the applicable party and addressed as follows: (a) The Company: Bakers Footwear Group, Inc. 2815 Scott Avenue St. Louis, Missouri 63103 Attention: Chairman and Chief Executive Officer (or to the Board in the event that Employee is then Chairman and CEO) (b) Employee: Michele Bergerac 3 Lindworth Lane St. Louis, MO 63124 Addresses may be changed by notice in writing signed by the addressee. 23. Amendment. No amendment or modification of this Agreement shall be valid or effective, unless in writing and signed by the parties to this Agreement. 24. Entire Agreement. (a) This Agreement embodies the entire agreement of the parties hereto with respect to its subject matter and merges with and supersedes all prior discussions, agreements, commitments or understandings or every kind and nature relating thereto, whether oral or written, between Employee and the Company; provided, however, that nothing in this Agreement supersedes the Company's Class C Stock Option Agreement. Neither party shall be bound by any term or condition other than as is expressly set forth herein. (b) Employee represents and agrees that she fully understands her right to discuss all aspects of this Agreement with her private attorney, that to the extent she desired, she availed herself of this right, that she has carefully read and fully understands all of the provisions of the Agreement, that her decision to execute this Agreement has not been obtained by any duress and that she has read this document in its entirety and fully understands the meaning, intent and consequences of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first hereinabove set forth. THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. COMPANY: EMPLOYEE: BAKERS FOOTWEAR GROUP, INC. /s/ Peter Edison /s/ Michele Bergerac By: Peter Edison Michele Bergerac Title: Chairman and CEO [Exhibit A, Competitors of the Company, omitted. The Registrant undertakes to furnish supplementally a copy of such exhibit upon request.] EX-10.19 9 c80714a4exv10w19.txt SOFTWARE LICENSE AGREEMENT EXHIBIT 10.19 SOFTWARE LICENSE AGREEMENT THIS AGREEMENT (the "Agreement"), is made as of June 3, 1999, (the "Effective Date") by and between JDA SOFTWARE, INC., an Arizona corporation ("JDA") and WEISS & NEUMAN, a Missouri corporation ("Licensee"). RECITALS 1. JDA has either (i) developed and owns certain computer software and related documentation, or (ii) has been granted the right by a third party ("Third Party") to distribute certain computer software and related documentation; and 2. Licensee desires a license from JDA to use such software and documentation and JDA is willing to grant such license upon and subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the premises and the conditions and mutual covenants contained herein, the parties agree: I. DEFINITIONS The term: 1.1 "Documentation" means JDA's user instructions and functional specifications described in Exhibit A, any additions and updates thereto, and any portion of any of the foregoing. 1.2 "Standard Specifications" means the functional specifications described in the Documentation. 1.3 "Standard Software" means the computer software described in Exhibit A whether in source code, object code, or any other form, and any portion of the foregoing. 1.4 "Module" means each portion of the Standard Software; "Server" means a single central processing unit ("CPU") that enables other CPUs electronically-linked to the Server to access the Software; "Site" means a specific, physical location of Licensee's Server as set forth on Exhibit B; "Authorized User" means any individual having electronic access to the Server. 1.5 "Modifications" means additions to the Standard Software which (i) change its utility, efficiency, functional capability, or application but which do not alter its basic features and functionality, and (ii) are developed by JDA and/or with JDA's assistance pursuant to a separate, written Consulting Services Agreement. 1.6 "Licensee Modifications" means additions to the Standard Software which change its utility, efficiency, functional capability, or application but which do not alter its basic features and functionality which are (i) developed by or for Licensee without JDA's assistance (provided Licensee is granted the right to use the source code), (ii) are not developed by JDA, and (iii) either operate as a free standing module or set of instructions, or add a new function to the Standard Software. 1.7 "Updates" means all new releases, program temporary fixes, or patches, if any, to the Standard Software provided by JDA, when and if available, to its customers. 1.8 "Software" means the Standard Software, Modifications, Updates, Documentation and any portion of the foregoing. 1.9 "Supported Software" means each portion of the Software for which Licensee receives, and JDA provides support services pursuant to a separate, written Software Support Agreement. 1 1.10 "Exhibit" means an exhibit attached hereto and incorporated herein by said reference. 1.11 "Territory" means United States. 1.12 "License Term" means in perpetuity. II. LICENSE 2.1 GRANT OF LICENSE. Subject to the terms and conditions herein, JDA hereby grants Licensee a nonexclusive, nontransferable license to use the Software in the Territory, solely for Licensee's internal data processing operations. 2.2 Licensee may: (a) after written notice to JDA, use the Software temporarily (not longer than forty-five (45) days) on a back-up machine in the event that the Server is inoperable; (b) make a single copy of the Software (exclusive of Documentation) for each of the following purposes; (i) archival, (ii) disaster recovery, (iii) testing, and (iv) production; (c) modify or merge the Software with other software, with the understanding that any modifications, however extensive, will not diminish JDA's (or Third Party's) title or interest in the Software, so long as Licensee has been granted the right to use the source code and, where required, acquired an additional license from Third Party; and (d) make a reasonable number of copies of the Documentation as is necessary to use the Software as contemplated and limited hereunder. 2.3 LICENSE EXCLUSIONS. Except (i) as expressly authorized herein, and (ii) as and to the extent specifically authorized under applicable law, Licensee will not: (a) copy, translate, rent, lease, sublicense or otherwise transfer the Software; (b) cause or permit reverse compilation or reverse assembly of all or any portion of the Software, provided that upon Licensee's written request, JDA will provide necessary interface information to achieve interoperability of the Software with independently created computer programs to Licensee on payment of JDA's reasonable fee; (c) relocate the Software from the Site without providing prior written notice to JDA; (d) provide information processing, computer service bureau, computer time sharing (or similar services) to any other party, or pirate the Software with a third-party's data. 2.4 No license, right or interest in any JDA (or Third Party) trademark, trade name, or service mark is granted hereunder. Any rights not explicitly granted herein are expressly reserved by and to JDA. 2.5 Licensee acknowledges that the Software and all related technical information, documents and materials are subject to export controls under the U.S. Export Administration Regulations and the applicable export controls of the Territory. Licensee will (i) comply strictly with all legal requirements established under these controls, (ii) cooperate fully with JDA in any official or unofficial audit or inspection that relates to these controls and (iii) not export, re-export, divert or transfer, directly or indirectly, any such item or direct products thereof to Cuba, Iran, Iraq, Libya, North Korea or any country that is embargoed by Executive order, unless Licensee has obtained the prior written authorization of JDA and the U.S. Commerce Department and the applicable regulatory body in the Territory. Upon notice to Licensee, JDA may modify this list to conform to changes in the U.S. Export Administration Regulations and the applicable regulations of the Territory. 2.6 TITLE AND PROTECTION. (a) Licensee acknowledges that JDA or Third Party will own all rights in any copy, translation, modification, adaptation or derivation of the Software that Licensee may create, including any improvement or development thereof. If, by operation of law, any person is deemed to possess any rights in such items ("Author"), Licensee will cause the Author to assign such rights to JDA and Third Party. To the extent that such rights are inalienable under applicable law, Licensee will cause the Author to waive and agree not to exercise such rights and, if such waiver and agreement are deemed invalid, to grant JDA, Third Party and their designees the exclusive, perpetual, irrevocable, worldwide and royalty-free right to use, market and modify such items without identifying the Author or seeking the Author's prior consent. Upon JDA's request, Licensee will use its best effort to cause the Author to execute any instrument that is appropriate to give full legal effect to the provisions of this Section. (b) Licensee will affix, to each full or partial copy of the Software made by Licensee including, without limitation, Licensee Modifications, all copyright and proprietary information notices as affixed to the original. (c) Licensee agrees that Third Party will have the right, as an intended third party beneficiary of this Agreement, to rely upon and directly enforce the terms set forth in this Agreement. Solely to accept the Third Party's rights under this Agreement, JDA accepts the third party beneficiary rights as agent on behalf of Third Party. Licensee acknowledges that Third Party accepts its third party beneficiary rights hereunder. III. DELIVERY AND ACCEPTANCE 3.1 DELIVERY. JDA will ship the Standard Software and Documentation to Licensee within a reasonable time after the Effective Date. Delivery of the Standard Software and Documentation will be complete upon JDA's shipment of the same, hereafter the "Delivery Date". Where applicable, Licensee will (i) obtain all licenses required to import the Software into the Territory, (ii) clear the Software through local customs promptly upon their arrival at the Territory and (iii) pay all customs duties and other charges assessed on such importations in the Territory. 3.2 ACCEPTANCE. Licensee will be deemed to have received and accepted the Standard Software that has been delivered to Licensee or to which any correction Notice (defined below) has been provided to Licensee by JDA, and the related Documentation, unless (a) with respect to such Standard Software, it materially fails to conform to the applicable Standard Specifications, and with respect to such Documentation, it fails to conform to the description in Exhibit A; (b) Licensee gives written notice of nonacceptance of such Standard Software and/or Documentation to JDA within 15 business days after the Delivery Date or delivery of a Correction Notice; and (c) Licensee's notice of nonacceptance states specifically (i) with respect to such Standard Software the Standard Specifications to which it fails to conform and the manner in which it fails to conform to such Standard Specifications with sufficient specificity to permit JDA to identify the nonconformity, and (ii) with respect to such documentation, the manner in which it fails to conform to the description in Exhibit A. If a Module of Standard Software or the related Documentation has been rejected pursuant to the first sentence of this Section 3.2 then JDA will, promptly after receipt of Licensee's rejection notice, use reasonable efforts to promptly correct or replace the existing, identified nonconformity and will notify Licensee of the completion of such correction or replacement (such notification, a "Correction Notice"). Licensee will cooperate with JDA in its efforts to correct or replace the nonconformity. The correction or replacement of any portion of a Module of Standard Software that fails to conform to the Standard Specifications, or any Documentation that fails to conform to Exhibit A, will be Licensee's exclusive remedy for any such failure. IV. WARRANTY, INDEMNIFICATION, DISCLAIMERS, LIMITATIONS 4.1 SOFTWARE WARRANTY. (a) JDA warrants that the Standard Software will perform substantially in accordance with the Documentation for a period of six (6) months from the Deliver Date (the "Warranty Period"). JDA further warrants that it has not and will not intentionally insert into the Standard Software any virus, worm, trojan horse, or other disabling code. JDA's sole obligation for breach of this warranty is to repair or replace the defective Standard Software with one (1) copy of conforming Software in a timely manner, provided Licensee (i) notifies JDA of the deficiency within the Warranty Period, and (ii) has installed all Updates provided by JDA to Licensee. (b) The warranty set forth in Section 4.1(a) will be null and void upon modification of the Standard Software by any party other than JDA and not approved in writing by JDA, or Licensee's material breach of this Agreement. 4.2 YEAR 2000 WARRANTY. (a) LIMITED WARRANTY. JDA warrants that the Supported Software delivered under this Agreement will record, store, process and present calendar dates falling on or after January 1, 2000 in the same manner and with substantially the same functionality as such Supported Software records, stores, processes and presents calendar dates falling on or before December 31, 1999. (b) REMEDY. In the event that any Supported Software fails to operate as described in Section 4.2(a) ("Non-Compliance"), Licensee's exclusive remedy, and JDA's exclusive liability, will be to repair the Non-Compliant Supported Software or replace it with one copy of Supported Software substantially conforming to the warranty set forth in Section 4.2(a). (c) LIMITATIONS. The warranty provided in Section 4.2(a) will not apply to the extent that the Non-Compliance arises as a result of (i) modification of the Supported Software other than by JDA, (ii) failure to promptly install an Update that would have eliminated the Non-Compliance, (iii) use of the Supported Software with data that is Non-Compliant, and (iv) the combination of the Supported Software with other items not provided by JDA, but only if the Non-Compliance would not have arisen from use of the Supported Software alone. 4.3 INDEMNIFICATION (a) JDA will defend and indemnify Licensee against, and hold Licensee harmless from, any and all liability and expenses resulting from any action brought against Licensee to the extent that it is based on a claim that the Software infringes a valid copyright in the Territory, provided that JDA is given prompt notice, information, reasonable assistance, and sole authority to defend or settle the claim. In the defense or settlement of the claim, JDA may in its reasonable judgment and at its option and expense (i) obtain for Licensee the right to continue using the Software, (ii) replace or modify the Software so that it becomes noninfringing while giving equivalent performance, or (iii) if the remedies in (i) or (ii) are not commercially feasible, JDA may, as its sole obligation, terminate the license for the infringing Software and upon receipt of the infringing Software, return only the license fees paid by Licensee for such Software, depreciated over a five (5) year straight line depreciation schedule from the Effective Date. Licensee's failure to provide prompt notice, information and assistance will release JDA from its obligations hereunder to the extent JDA is prejudiced thereby. (b) JDA will have no liability to indemnify, defend or hold harmless Licensee as set forth in Section 4.3(a) to the extent the alleged infringement is caused by (i) a modification of the Software by anyone other than JDA, (ii) use of the Software other than in accordance with the Documentation 4 or the terms of this Agreement, (iii) screen formats, report formats, logic, code or other information or data provided by Licensee, (iv) the failure of Licensee to use Updates supplied at no cost by JDA, or (v) the combination of Software with other items not developed by JDA, but only if the infringement claim would not have arisen from use of the Software alone. (c) THE FOREGOING PROVISIONS OF THIS SECTION 4.3 CONSTITUTE THE ENTIRE LIABILITY OF JDA AND THE EXCLUSIVE REMEDY OF LICENSEE WITH RESPECT TO ANY CLAIM THAT JDA HAS BREACHED THE WARRANTY MADE IN SECTION 4.3(a) OR THAT THE SOFTWARE INFRINGES UPON A THIRD PARTY'S VALID COPYRIGHT IN THE TERRITORY. LICENSEE FURTHER ACKNOWLEDGES THAT (i) THE PRICES AND OTHER CHARGES CONTEMPLATED UNDER THIS AGREEMENT ARE BASED ON THE LIMITED WARRANTY, DISCLAIMER AND LIMITATION OF LIABILITY SPECIFIED IN SECTIONS 4.1, 4.2 AND 4.3 AND (ii) SUCH CHARGES WOULD BE SUBSTANTIALLY HIGHER IF ANY OF THESE PROVISIONS WERE UNENFORCEABLE. (d) Except as provided in Section 4.3(a), Licensee will defend and indemnify JDA against and hold JDA harmless from, any and all liability and expenses resulting from any action brought against JDA to the extent that it is based on a claim asserted by a third party relating to or arising out of Licensee's use or misuse of the Software or any item provided by Licensee as contemplated in Section 4.3(b). 4.4 DISCLAIMERS, LIMITATIONS. (a) JDA DOES NOT MAKE ANY, AND EXPRESSLY DISCLAIMS ALL, WARRANTIES, CONDITIONS AND REPRESENTATIONS OTHER THAN THE WARRANTIES, CONDITIONS AND REPRESENTATIONS EXPRESSLY MADE IN THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ARISING BY USAGE OF TRADE OR COURSE OF DEALING, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT. LICENSEE ACKNOWLEDGES THAT USE OF THE SOFTWARE MAY NOT BE UNINTERRUPTED OR ERROR FREE. THE REMEDIES SET FORTH HEREIN WILL BE THE SOLE AND EXCLUSIVE REMEDIES OF LICENSEE. (b) The Parties understand that Licensee may use certain third party software or equipment in conjunction with the Software. JDA MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE QUALITY, CAPABILITIES, OPERATIONS, PERFORMANCE OR SUITABILITY OF THE THIRD PARTY SOFTWARE OR EQUIPMENT, INCLUDING THE ABILITY TO INTEGRATE SAME WITH THE SOFTWARE. THE QUALITY, CAPABILITIES, OPERATIONS, PERFORMANCE AND SUITABILITY OF THE THIRD PARTY SOFTWARE OR EQUIPMENT LIE SOLELY WITH LICENSEE AND THE VENDOR OR SUPPLIER OF SUCH THIRD PARTY SOFTWARE OR EQUIPMENT, AS THE CASE MAY BE. (c) THE AMOUNTS TO BE PAID TO JDA UNDER THIS AGREEMENT DO NOT INCLUDE ANY ASSUMPTION OF RISK AND JDA WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR (i) ECONOMIC, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, WHETHER CLAIMED UNDER CONTRACT, TORT, BREACH, FAILURE OF WARRANTY OR ANY OTHER LEGAL THEORY OR (ii) LOSS OF OR DAMAGE TO LICENSEE DATA OR PROGRAMMING. (d) THE MAXIMUM AGGREGATE LIABILITY OF JDA FOR ALL CLAIMS UNDER THIS AGREEMENT WILL BE ONE HUNDRED PERCENT (100%) OF THE FEE RECEIVED BY 5 JDA FROM LICENSEE FOR THE LICENSE OF THE SOFTWARE WHICH IS THE SUBJECT OF SUCH LIABILITY. (e) THE WARRANTIES MADE IN SECTIONS 4.1(a), 4.2(a) AND 4.3(a) EXTEND ONLY TO LICENSEE AND ITS PERMITTED ASSIGNS. (f) ANY ACTION AGAINST JDA PERMITTED UNDER THIS AGREEMENT AND NOT BROUGHT WITHIN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ACCRUES WILL BE DEEMED BARRED. (g) ANY PRODUCTS (INCLUDING SOFTWARE) PROVIDED BY JDA TO LICENSEE, IN ADDITION TO THE PRODUCTS WHICH JDA HAS SPECIFICALLY AGREED TO PROVIDE IN THIS AGREEMENT, WILL BE PROVIDED SUBJECT TO THE PROVISIONS OF THIS SECTION 4.4, UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING. NOTWITHSTANDING THE FOREGOING, ANY SHELFWARE (DESIGNATED AS SUCH IN WRITING) PROVIDED TO LICENSEE BY JDA, WILL BE PROVIDED AS IS AND WITHOUT ANY WARRANTIES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, THE WARRANTY SET FORTH IN SECTION 4.2; ALL IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS ARE HEREBY AND FOREVER DISCLAIMED FOR SUCH SHELFWARE. FOR PURPOSES OF THIS SECTION 4.4(g), "SHELFWARE" IS DEFINED AS SOFTWARE MODIFICATIONS CREATED BY JDA FOR CUSTOMERS WHICH MAY BE HELPFUL TO OTHER CUSTOMERS DESIRING SIMILAR MODIFICATIONS AND WHICH IS NOT SUBJECT TO RESTRICTIONS ON ITS USE BY JDA. V. BREACH, TERMINATION, SURVIVAL 5.1 BREACH. Upon any failure by either party to perform or comply with any of its obligations under this Agreement, which breach is not cured within thirty (30) days of receipt of written notice, the non-breaching party will have the right, without waiving any right or remedy otherwise available, to cease performance until such failure is remedied. 5.2 TERMINATION. (a) Upon the termination of this Agreement, JDA will have the right to take immediate possession of the Software to the extent permitted by applicable law and Licensee will (i) discontinue exercising any rights granted hereunder, (ii) deliver to JDA all Software then in its possession or control, including, without limitation, all copies and duplicates in whatever form, and (iii) certify in writing that all materials required to be delivered to JDA have been delivered to JDA. (b) Termination of this Agreement will be without prejudice to any rights of either party against the other and such termination will not relieve either party of any of its obligations to the other existing at the time of termination. Furthermore, nothing in this Section V will be deemed to permit Licensee to terminate any other agreement (including, but not limited to, a Software Support Agreement or Help Desk Agreement) prior to termination of the initial term contained therein, or in any manner contrary to the terms specified therein unless termination of this Agreement is for JDA's material breach. (c) Licensee will have a one time right to terminate this Agreement if, and only if, it is unable to consummate the purchase of Bakers Shoes from Edison Brothers. At such time as the Agreement to Purchase Bakers Shoes is concluded, Licensee will give JDA written notice of such consummation. In the event that Licensee's purchase of Bakers Shoes is not consummated, the Licensee will give JDA written notice and comply with all of the conditions set forth in Section 5.1(a) and pay to JDA any and all consulting fees and expenses incurred by Licensee to 6 and through the date that it provides JDA with such written notice. Furthermore, JDA will refund to Licensee any and all license fees which have been paid and this Agreement will be deemed terminated without any penalties accruing to either party. 5.3 SURVIVAL. Provisions concerning the parties' rights and obligations which by the content of the provision operate after termination or which are necessary to enforce any right will survive termination of this Agreement. Without limiting the foregoing, all obligations of confidentiality and limitations on liability will survive termination of this Agreement for the duration of JDA's copyright in the Software. VI. PAYMENT AND CHARGES 6.1 FEE. Licensee will pay to JDA a fee (the "Fee") set forth on Exhibit C. The Fee will be in consideration of the agreement of JDA to license the Standard Software and Documentation to Licensee and is payable by Licensee in accordance with Exhibit C regardless of whether Licensee refuses full performance by JDA. 6.2 ADDITIONAL SERVICES. If Licensee requests and JDA agrees to provide consulting services including, without limitation, loading or installing the Standard Software, a Business Application Analysis, programming services, training services, and data conversion services, the provisions to said services will be governed by a separate, written Consulting Services Agreement. JDA may subcontract any such services to another, related corporation, where appropriate under the business circumstances and approved by Licensee. For example, a sister corporation of JDA may provide services where its installers or repair and maintenance personnel and their supervisors have specialized knowledge which is essential to JDA's warranty or obligations pursuant to a Consulting Services Agreement. 6.3 ADDITIONAL SOFTWARE. If, at any time after the Effective Date, JDA grants Licensee the right to use additional software, or delivers to Licensee additional software (including but not limited to Modifications or Updates), such software and any related documentation will automatically be incorporated herein and form part of the Software. This provision will operate unless otherwise expressly agreed in writing by JDA and Licensee at the time such additional rights are granted. 6.4 INVOICING AND PAYMENT. All invoices are due and payable in full as set forth on Exhibit C. Any payments due JDA hereunder which are not paid when due will bear interest at the lesser of eighteen percent (18%) per year or the highest rate permitted in the Territory, calculated daily from the invoice date to the date of payment. JDA reserves the right to terminate this Agreement if any payment due hereunder is not received within ninety (90) days of the invoice date. 6.5 TAXES. Licensee will pay all sales and use tax due under this Agreement directly to JDA along with Licensee's first payment of the Fee. JDA will pay amounts collected for sales and use tax to the government on behalf of Licensee. Notwithstanding the foregoing, if either party ("Payor") is required to pay penalties, interest, costs or expenses as a result of the other's ("Delinquent Party") late payments of sales and use tax due, then the Delinquent Party will, upon the request of the Payor (accompanied by reasonable documentation), reimburse Payor in an amount equal to the amount so paid by it and any penalties, interest, costs and expenses paid or incurred by Payor. 6.6 GROSS-UP. If, under the laws of the Territory, Licensee is required to withhold any tax on such payments, then the amount of the payment will be automatically increased to totally offset such tax, so that the amount actually remitted to JDA, net of all taxes, equals the amount invoiced or otherwise due. Licensee will promptly furnish JDA with the official receipt of payment of these taxes to the appropriate taxing authority. VII. MISCELLANEOUS 7.1 GOVERNING LAW, ETC. This Agreement will be governed by the internal laws of the State of Arizona, without reference to its choice of law rules, and may be executed in counterpart copies. The parties hereby exclude application of the United Nations Convention on Contracts for the International Sale of Goods 7 from this Agreement and any transaction between them related thereto. All terms and conditions of this Agreement will be deemed enforceable to the fullest extent permissible under applicable law. If a provision of this Agreement is held invalid under any applicable law, such invalidity will not affect any other provision of this Agreement and such invalid provision will be deemed modified to the extent necessary to make it valid and enforceable or, if such provision cannot be so modified, it will be deemed deleted from this Agreement. 7.2 ARBITRATION. Except, at the option of JDA, with respect to a claim by JDA against Licensee for the nonpayment by Licensee of amounts owing to JDA hereunder or, at the option of either party with respect to the right to apply to a court of competent jurisdiction for equitable relief, any controversy or claim arising out of or related to this Agreement or in connection with a breach of this Agreement ("Claim") will be settled by arbitration in Phoenix, Arizona U.S.A. under the rules of the American Arbitration Association in effect at the time such Claim is submitted to arbitration. The arbitrator(s) selected to arbitrate such Claim will be selected from a panel of persons having experience with and knowledge of the computer software business. Such arbitrator(s) will not, in any event, have any authority to make any ruling, finding or award that does not conform to the terms and conditions of this Agreement. The arbitral award will be final and binding on all parties and may be entered as a judgment and enforceable by any court of competent jurisdiction. 7.3 ATTORNEYS' FEES AND COSTS. The prevailing party in any arbitration or litigation regarding a Claim or a claim for equitable relief, will be entitled as a matter of right and not within the discretion of the arbitrator or judicial officer, to recover its costs and expenses including, without limitation, attorneys' and witness' fees. 7.4 NONWAIVER. The failure of either party to enforce the other party's strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement. 7.5 FORCE MAJEURE. If the performance of either party is delayed or prevented at any time due to circumstances beyond its control, including, without limitation, those resulting from labor disputes, fire, floods, riots, civil disturbances, weather conditions, control exercised by a governmental entity, unavoidable casualties or acts of God or a public enemy, performance will be excused until such condition no longer exists. 7.6 NOTICES. All notices will be in writing and, if originating in the United States, sent by certified mail, overnight mail, responsible courier, or transmitted by facsimile (if confirmed by mail), or, if originating outside the United States, sent by responsible international courier or transmitted by facsimile (if confirmed by mail) to the address below or such other address as either party may indicate by at least ten (10) days prior written notice to the other party. If to JDA: JDA Software, Inc. 14400 North 87th Street Scottsdale, Arizona 85260-3649 Attention: James D. Armstrong, Co-Chief Executive Officer Frederick M. Pakis, Co-Chief Executive Officer Telephone: 602/404-5500 Facsimile: 602/404-5545 With a copy to: JDA Software, Inc. General Counsel 14400 North 87th Street Scottsdale, Arizona 85260-3649 Telephone: 602/404-5500 Facsimile: 602/485-3158 8 If to LICENSEE: Weiss & Neuman 1209 Washington St. Louis, Missouri 63103 Attention: Lawrence L. Spanley, Jr. Vice President - Finance Peter Edison, President Telephone: (314) 231-5125 Facsimile: (314) 212-9707 7.7 INTEGRATION, PURCHASE ORDER. This Agreement and the Exhibits constitute the true will of the parties and the entire agreement between them with respect to the Software, the license to use the Software, and the rights and obligations of the parties with respect to the Software and supersede all previous proposals (both oral and written), negotiations, representations, commitments, writing, agreements, and all other communications between the parties. This Agreement may only be altered or modified by written instrument duly executed by both parties. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any purchase order, the terms and conditions of this Agreement will control. The parties specifically agree that, to the extent any terms in Exhibit D conflict with any terms contained in this Agreement, the terms contained in Exhibit D will control. 7.8 COOPERATION. Both parties will reasonably cooperate with the other in connection with each other's performance. Both parties acknowledge that such performance depends in part on such cooperation and that the failure to cooperate may hinder or impede the other's performance hereunder. 7.9 ASSIGNMENT. Licensee will not assign or sublicense, in whole or in part, any of its rights or obligations under this Agreement without the prior written consent of JDA, and any prohibited assignment or sublicense will be null and void. 7.10 NONDISCLOSURE OBLIGATION. (a) The terms and conditions (including pricing) of this Agreement, along with any other information clearly marked "confidential" provided under this Agreement are confidential and will not be disclosed, orally or in writing by Licensee to any third party without JDA's prior written consent. JDA represents that the Software contains valuable proprietary information, is confidential, and Licensee will protect the Software with at least the same degree of care and confidentiality, but not less than a reasonable standard of care, which Licensee uses for Licensee information that it does not wish disclosed to the public. Licensee may provide access to and use of the Software only to those third parties that (i) provide services to Licensee concerning Licensee's use of the Software (ii) have a need to use and access the Software for the exercise or performance of the rights and obligations granted or imposed under this Agreement, and (iii) have agreed to substantially similar nondisclosure obligations imposed by Licensee as those contained herein. (b) JDA will keep confidential and not disclose any proprietary information of Licensee to which JDA is permitted access or which is disclosed to JDA by Licensee including, without limitation, any confidential proprietary business records, financial information, trade secrets, strategies, methods or practices of Licensee or other information specifically designated by Licensee (collectively "Licensee's Confidential Information"), without Licensee's express written consent, except in connection with providing services to Licensee hereunder or pursuant to a separate written agreement; provided, however, that Licensee's Confidential Information will not include any information which becomes part of or in any manner whatsoever relates to the Software including without limitation, the look, structure or organization of the Software. (c) Neither party will have any obligation of confidentiality with regard to information which (i) is or becomes a part of the public domain through no act or omission of such party, (ii) was in such 9 party's lawful possession prior to the disclosure thereto and had not been obtained by such party either directly or indirectly from the disclosing party, (iii) is lawfully disclosed to such party by a third party without restriction on disclosure, (iv) is independently developed by such party, or (v) is required to be disclosed by applicable law. (d) Both parties agree that if either party breaches any of its obligations of confidentiality, the other party may be irreparably harmed and in addition to all other remedies which such party may have, it may be entitled to relief in equity without the necessity of proof of actual damage. 7.11 CUMULATIVE OBLIGATIONS. Each party's obligations hereunder are in addition to, and not exclusive of, any and all of its other obligations and duties to the other party, whether express, implied, in fact or in law. 7.12 RELATIONSHIP OF PARTIES. The relationship of the parties is that of independent contractors dealing at arms length and, except as expressly provided in this Agreement, nothing in this Agreement will be construed so as to constitute the parties as partners, joint venturers or co-owners or empower either party to act for, bind or otherwise create or assume any obligation on behalf of the other and neither party will hold itself out as entitled to do the same. 7.13 OUTSOURCING. Notwithstanding anything to the contrary contained in this Agreement, Licensee may choose to outsource its data processing to a third party who would act as an agent on Licensee's behalf, upon JDA's written consent to the choice of outsourcing company. Prior to transferring the Software and Documentation to an outsourcing company, or to permitting an outsourcing company access to Software and Documentation, such agent shall agree to be bound by the terms and conditions of this Agreement and Licensee will ensure that use of the standard software is in accordance with the terms of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement, and it will be effective as of the Effective Date. WEISS & NEUMAN JDA SOFTWARE, INC. Signature /s/ Lawrence L. Spanley, Jr. Signature /s/ James D. Armstrong ---------------------------- ----------------------- Name Lawrence L. Spanley, Jr. Name James D. Armstrong --------------------------------- ---------------------------- Title Vice President-Finance Title Co-Chief Executive Officer -------------------------------- --------------------------- Date June 3, 1999 Date -------------------------------- ---------------------------- [Exhibit A describing module of standard software and Exhibit B defining Site, omitted. The Registrant undertakes to furnish supplementally a copy of such omitted exhibits to the Commission upon request.] EXHIBIT C (PAGE 1 OF 2) I. FEES A. INITIAL FEE. Licensee will pay to JDA an Initial Fee in the amount of three hundred thousand dollars ($300,000.00), plus tax. This Initial Fee is in consideration of JDA's granting Licensee the right to use the MMS Standard Software for information processing at up to three hundred (300) Licensee-owned retail locations. B. ADDITIONAL FEE. Licensee will pay to JDA an Additional Fee in the amount of ten thousand dollars ($10,000.00), plus tax, for each group of ten (10) additional retail locations at which Licensee uses the Software for information processing in addition to the initial three hundred (300) retail locations. C. GRAPHICAL USER INTERFACE FEE. Licensee will pay to JDA a Graphical User Interface Fee in the amount of five thousand dollars ($5,000.00), plus tax, for each group of ten (10) terminals. II. PAYMENT SCHEDULE A. The Initial Fee shall be due and payable as follows: (1) One hundred thousand dollars ($100,000.00) of the Initial Fee, plus tax on the entire Initial Fee, shall be due and payable on the Effective Date; (2) One hundred thirty-five thousand dollars ($135,000.00) of the Initial Fee shall be due and payable on the Delivery Date; (3) Sixty-five thousand dollars ($65,000.00) of the Initial Fee shall be due and payable sixty (60) days after the Delivery Date. B. The Additional Fee shall be due and payable upon the opening of any store in addition to the initial three hundred (300) stores. For purposes of determining when such Additional Fee is due, a store shall be deemed open when it begins making sales. In the event that there is any reduction in the number of retail stores for which information processing is being provided, Licensee shall not be entitled to a refund of any portion of the Initial Fee or the Additional Fee. C. The Graphical User Interface Fee for Graphical User Interface licenses will be due when Licensee notifies JDA, in writing, that it desires such licenses. III. OPTION A. JDA hereby grants Licensee the option to license JDA's RetailIDEAS (Merchandising Edition) Software for ten (10) users for one hundred seventy thousand dollars ($170,000.00), plus tax, (two thousand dollars ($2,000.00), plus tax, for each additional user). This will be referred to as the RetailIDEAS Option. The RetailIDEAS Option will expire of its own terms, if not exercised by May 21, 2000. 11 EXHIBIT C (PAGE 2 OF 2) B. JDA hereby grants Licensee the option to license JDA's Arthur Planning Software for five (5) users for one hundred six thousand, two hundred fifty dollars ($106,250.00), plus tax, (one thousand five hundred dollars ($1,500.00), plus tax, for each additional retail location). This will be referred to as the Arthur Planning Option. The Arthur Planning Option will expire of its own terms, if not exercised by May 21, 2000. C. JDA hereby grants Licensee the option to JDA's Arthur Allocation Software for five (5) users for one hundred nineteen thousand dollars ($119,000.00), plus tax, (one thousand five hundred dollars ($1,500.00), plus tax, for each additional retail location). This will be referred to as the Arthur Allocation Option. The Arthur Planning Option will expire of its own terms, if not exercised by May 21, 2000. D. JDA hereby grants Licensee the option to license Graphical User Interface in the amount of Five Thousand Dollars ($5,000.00), plus tax for each group of ten (10) terminals. This will be referred to as the GUI Option and it will remain open for a period of three (3) years from the Effective Date hereof. IV. LICENSEE'S FINANCE ARRANGEMENT: Licensee has advised JDA that it is investigating potential financing arrangements to finance the purchase of the Software along with other software, hardware, and other goods. JDA agrees to cooperate with Licensee in all reasonable manners to assist Licensee in its endeavor. 12 EX-10.20 10 c80714a4exv10w20.txt EMPLOYMENT AGREEMENT - STANLEY K. TUSMAN EXHIBIT 10.20 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of September 16, 2002, by and between BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (the "Company"), and Stanley K. Tusman ("Employee"). WITNESSETH: WHEREAS, the Company desires to retain the services of Employee as Executive Vice-President of the Company; and WHEREAS, the Company and Employee desire to enter into this Agreement to set forth the terms and conditions of the employment relationship between the Company and Employee. NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Term. Employee's term of employment (the "Employment Term") under this Agreement shall be two (2) years, commencing on September 16, 2002 ("Effective Date"), and shall continue for a period through and including September 16, 2004, and shall automatically renew for successive two (2) year terms, unless (a) either party notifies the other in writing of its or his intention not to extend Employee's Employment Term at least ninety (90) calendar days prior to the end of the then Employment Term, or (b) the Employment Term is earlier terminated pursuant to the terms and conditions set forth in this Agreement. 2. Duties. Employee shall have the title of Executive Vice-President ("EVP") of Merchandise Planning and Control; Allocation and Inventory Management; Information Services and Technology. Employee shall perform all duties incident to the position of EVP as well as any other duties as may from time to time be assigned by the Chairman and Chief Executive Officer ("CEO") of the Company or his designee or the Board of Directors of the Company (the "Board") not inconsistent with the title and duties of EVP, and agrees to abide by all By-laws, policies, practices, procedures or rules of the Company. 3. Exclusive Services and Best Efforts. Employee agrees to devote his best efforts, energies and skill to the discharge of the duties and responsibilities attributable to his position, and to this end, he will devote his full time and attention exclusively to the business and affairs of the Company. Employee also agrees that he shall not take personal advantage of any business opportunities that arise during his employment and that may benefit the Company. All material facts regarding such opportunities must be promptly reported to the Chairman and CEO or the Board for consideration by the Company. 4. Base Salary. During the Employment Term, the Company shall pay Employee a salary ("Base Salary"), at a rate per annum to be determined from time to time by the Chairman and CEO of the Company or the Board, but in no event less than the rate per annum payable by the Company to the Employee on the Effective Date, payable in equal installments at such payment intervals as are the usual custom of the Company, but not less often than monthly. 5. Bonus. Employee shall be eligible to participate in such Company executive bonus plan or plans as the Company may from time to time establish, on the same basis as other participants at his level and pursuant to the terms of the Plan in effect on the date eligibility for a bonus is determined. 6. Benefit Plans. During the Employment Term and as otherwise provided herein, Employee shall be entitled to participate in any and all employee welfare and health benefit plans (including, but not limited to, medical insurance, dental insurance, and disability insurance plans) and other employee benefit plans, including, but not limited to, the Bakers Footwear Group, Inc. d/b/a Weiss and Neuman Shoe Co. 401(k) Plan, established by the Company from time to time for the benefit of all executives of the Company. Company will pay the annual 2 premium on the $500,000 Life Insurance policy for the Employee. Employee shall be entitled to 3 weeks paid vacation from work in accordance with the terms of the Company's vacation policy. Employee shall be required to comply with the conditions attendant to coverage by such plans and policies and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans and policies as they may be amended from time to time. 7. Deduction from Salary and Benefits. The Company may withhold from any salary or benefits payable to Employee all federal, state, local and other taxes and other amounts as permitted or required pursuant to law or legal compulsion. 8. Reimbursement of Business Expenses. Employee shall be paid or reimbursed for all reasonable, ordinary and necessary business expenses incurred by Employee in the performance of his responsibilities and the promotion of the Company's businesses, including, but not limited to, any air travel, lodging, and automobile and related travel expenses. Employee shall submit to the Company periodic statements of all expenses so incurred. Subject to such audits as the Company may deem necessary, the Company shall reimburse Employee the full amount of any such expenses advanced by him in the ordinary course of business. 9. Certain Additional Payments. (a) For purposes of this Paragraph 9, the following terms shall be defined as indicated: (i) "Trigger Event" shall mean any of the following which occur during the Employment Term: (x) Peter Edison ceases to be Chairman and CEO of the Company and within two years either (A) there is a material diminution in the nature or status of Employee's duties and responsibilities, (B) Employee's employment is terminated without cause, or (C) there is a reduction in Employee's overall compensation, or (x) Employee is terminated without cause and 3 subsequently within six months Peter Edison is no longer the Chairman and CEO of the Company, or (y) there is a transfer of the Company's home office out of the St. Louis metropolitan area. (ii) "Paragraph 9 Payment" shall mean an aggregate payment in one (1) lump sum within thirty (30) days following any Trigger Event totaling an amount equal to the sum of (x) two times Employee's Base Salary in effect at the time of the Trigger Event, and (y) the average of Bonus payments made by the Company to the Employee in respect of the two (2) calendar years immediately preceding such Trigger Event. (iii) "Paragraph 9 Payment" shall also include the prepayment for a period of two (2) years the $500,000 Life Insurance Policy Number 41681917 issued by Transamerica Occidental Life Insurance Company and owned by Stanley K. Tusman, insured. (b) If, during the Employment Term, a Trigger Event occurs with respect to Employee, Company shall make the Paragraph 9 Payment to the Employee. (c) In no event shall Employee be entitled to receive more than a single Paragraph 9 Payment under this Agreement, even if there is more than one (1) reason or set of circumstances that gives rise to the Company's obligation to make such payment. 4 (d) For purposes of this Paragraph 9, all references to "Company" shall include Company and all of Company's successors in interest. (e) In the event that Employee's employment is terminated under Section 11 of this Agreement (Disability) or Section 12(b) of the Agreement (Termination Without Cause by the Company), Employee, shall, in addition to all other amounts due Employee under this Agreement, be entitled to severance pay in an amount equal to the product obtained by multiplying (x) Employee's base monthly salary at the time of such termination, times (y) the lesser of the number of months remaining in the Employment Term or 18. Such sum shall be paid within thirty (30) days following such termination. 10. Death. The Employment Term shall terminate on the date of Employee's death, in which event Employee's salary, any unpaid Paragraph 9 Payment that had earlier accrued, Employee's benefits, and reimbursable expenses owing to Employee through the date of Employee's death shall be paid to his estate. Employee's estate will not be entitled to any other compensation under this Agreement. 11. Disability. If, during the Employment Term, in the opinion of the Company, Employee, because of physical or mental illness or incapacity, shall become unable to perform substantially all of the duties and services required of his under this Agreement for a period of sixty (60) days in the aggregate during any twelve-month period, the Company may, upon at least ten (10) days' prior written notice given at any time after the expiration of such sixty (60) day period, notify Employee of its intention to terminate the Employment Term under this Agreement as of the date set forth in the notice. In case of such termination, Employee shall be entitled to receive severance pay under Section 9(e) salary, benefits and reimbursable expenses owing to Employee through the date of termination. The Company shall have no further obligation or liability to Employee. 5 12. Termination. (a) Termination for Cause by the Company. The Company may immediately terminate the Employment Term under this Agreement for cause. Upon such termination, the Company shall be released from any and all further obligations under this Agreement, except for accrued salary, benefits and reimbursable expenses owing to Employee through the effective date of the termination of the Employment Term. (1) For the purposes of this Agreement, "cause" shall mean the following: (A) failure or neglect by Employee to perform the duties of the Employee's position; (B) failure of Employee to obey lawful orders given by the Chairman and CEO or the Board; (C) misconduct in connection with the performance of any of Employee's duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or while in the Company's employ or to which the Company is subject; (D) commission by Employee of an act involving moral turpitude, dishonesty, theft or unethical business conduct, or conduct that impairs or injures the reputation of, or harms, the Company; (E) disloyalty by Employee, including, without limitation, aiding a competitor; (F) failure to fully cooperate in any investigation by the Company; or (G) any breach of this Agreement or Company rules; provided, however, in the event of an event under subparagraph (A) or (G) of Paragraph (1), cause shall not exist unless Employee was first given written notice of the event and fails to cure such event within ten (10) days following such notice. (b) Termination Without Cause by the Company. The Company may immediately terminate the Employment Term under this Agreement, at any time, without any cause or reason, upon ninety (90) days' prior written notice to Employee. The Company may terminate the Employment Term under this provision notwithstanding the existence of cause. 6 (c) Termination Without Cause by Employee. Employee may terminate the Employment Term under this Agreement, at any time, with or without cause or reason, upon ninety (90) days' prior written notice to the Company. 7 13. Non-Competition and Confidential Information. (a) Non-Competition. The Company does business throughout the United States. The entities listed on Exhibit A, attached hereto and incorporated herein by reference, are competitors of the Company that also do business throughout the United States. During the Employment Term and for a period of twelve (12) months after the termination for any reason of Employee's employment with the Company, except for reason of termination without cause, Employee will not, without the prior written consent of the Chairman and CEO of the Company or Board, if Employee is then the Chairman and CEO, in any manner, directly or indirectly, either as an employee, owner, partner, consultant, shareholder, director or officer, for himself or in behalf of any person, firm, partnership, entity or corporation, work for, become employed by or interested directly or indirectly in, or in any other way become employed by or interested directly or indirectly in, or in any other way become associated with, any of the entities listed on Exhibit A or any of their subsidiaries or affiliated or related entities, or any of their successors. The Board shall have the right to modify, add to, or delete from the list set forth in Exhibit A, and may do so from time to time until thirty (30) days after the end of the initial or any succeeding Employment Term, by written notice pursuant to Paragraph 22 of this Agreement. The aforementioned twelve (12) month time period shall be extended for a time period equal to the time period during which a violation of Paragraph 13(a) exists. (b) Confidentiality. Employee acknowledges that he will have access to certain proprietary and confidential information and trade secrets ("Confidential Information") of the Company, including, but not limited to, Company store volume data, sales projections, merchandise sales information, profit data, lease terms, marketing and advertising strategies and plans, product information, cost information, and financial information of the Company. Employee will not use or disclose any Confidential Information during the Employment Term or 8 thereafter other than in connection with performing Employee's services for the Company in accordance with this Agreement. (c) Enforcement. (1) Employee agrees that the restrictions set forth in this Paragraph are reasonable and necessary to protect the Company's goodwill and other legitimate business interests. If any of the covenants set forth herein are deemed to be overbroad or unenforceably the parties contemplate that such provisions shall be modified to make them enforceable to the fullest extent permitted by law. (2) In the event of a breach or threatened breach by Employee of any of the provisions of this Paragraph, (i) Employee acknowledges that the Company will be irreparably harmed and that money damages may be an insufficient remedy to the Company; and (ii) Employee shall pay all of the Company's attorneys fees, costs and expenses incurred in enforcing this Agreement, if litigation is commenced and the Company prevails in such litigation to any extent. Employee acknowledges that enforcement of the provisions of this Paragraph by way of injunctive relief would not prevent Employee from earning a livelihood. (d) The provisions of this Paragraph shall be deemed independent of the other provisions of this Agreement and shall be enforceable in all events, notwithstanding the termination, for any reason, of Employee's employment or even a breach by the Company of any provision of this Agreement; provided, however, in the event that the Company is in breach of any material term or provision of this Agreement and fails to cure such breach within sixty (60) days following written notice by Employee to the Company detailing the facts which constitute such breach, Employee shall be relieved of his obligations under Paragraph (a) of Section 13 but not of his obligations under Paragraph (b) of Section 13. 14. Representations and Warranties of Employee. Employee hereby represents and warrants to the Company as follows: (a) Employee's execution and delivery of this Agreement and the performance of his obligations hereunder will not violate or be in conflict with any fiduciary or other duty, instrument, agreement, document, arrangement or other understanding 9 to which Employee is a party or by which he is or may be bound or subject; and (b) Employee is not a party to any instrument, agreement, document, arrangement or other understanding with any person (other than the Company) requiring or restricting the use or disclosure of any confidential information or the provision of any employment, consulting or other services. 15. Other Employee Obligations. (a) Company Property. All records, files, lists, including computer generated lists, documents, computers, computer software programs, equipment, telephones, telephone numbers, and similar items relating to the Company's business that Employee shall prepare or receive from the Company shall remain the Company's sole and exclusive property. Upon termination of this Agreement, Employee shall promptly return to the Company all property of the Company in his possession. Employee further represents that he will not copy or cause to be copied, print out or cause to be printed out any software, documents or other materials originating with or belonging to the Company. Employee additionally represents that, upon termination of his employment with the Company, he will not retain in his possession any such software, documents or other materials. (b) Cooperation. Employee agrees that both during and after his employment he shall, at the request of the Company, render all assistance and perform all lawful acts that the Company considers necessary or advisable in connection with any litigation involving the Company or any director, officer, employee, shareholder, agent, representative, consultant, customer or vendor of the Company. (c) The provisions of this Paragraph shall be deemed independent of the other provisions of this Agreement and shall be enforceable in all events, notwithstanding the termination, for any reason, of Employee's employment or even a breach by the Company of any provision of this Agreement; provided, however, in the event that the Company breaches any material term or provision of this Agreement and fails to cure such breach within sixty (60) days following written notice by Employee detailing the facts which constitute the breach, 10 Employee shall then be relieved of his obligations under Paragraph (b) of this Section 15, but not of his obligations under Paragraph (a) of this Section 15. 16. Arbitration. Except to the extent Company seeks injunctive or other equitable relief, any and all disputes arising under or relating to the interpretation or application of this Agreement or concerning Employee's employment with the Company or termination thereof, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 1981, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Missouri Human Rights Act, the Missouri Service Letter Law, and any other federal, state, or local law, and the common law of contract or tort, shall be subject to arbitration in St. Louis County, Missouri, under the then existing rules of the American Arbitration Association. Judgment upon the award rendered may be entered in any court of competent jurisdiction. Nothing contained in this Paragraph shall limit the right of the Company to enforce by court injunction or other equitable relief the Employee's obligations under this Agreement, including but not limited to those under Paragraphs 13 and 15 of this Agreement. 17. Continuation of Employee's Obligations. Upon the ending of Employee's Employment Term, Employee's other obligations under this Agreement, including but not limited to those under Paragraphs 13 through 24, shall continue pursuant to the terms and conditions of this Agreement. 18. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Missouri, without regard to the conflicts of law rules thereof. 19. Jurisdiction. In the event that the Company seeks injunctive or other equitable relief, to which the arbitration provisions of Section 16 of this Agreement are inapplicable, each 11 of the parties hereto hereby irrevocably consents and submits to the jurisdiction of the Circuit Court of St. Louis County, Missouri, and of the United States District Court for the Eastern District of Missouri in connection with any such suit, action or other proceeding. Employee waives and agrees not to assert any defense that the court lacks jurisdiction, that venue is improper, that the forum is inconvenient, or otherwise. 20. Successors and Assiqns. Neither this Agreement, nor any of Employee's rights, powers, duties or obligations hereunder, may be assigned by Employee. This Agreement shall be binding upon and inure to the benefit of Employee and her heirs and legal representatives and the Company and its successor and assigns. 21. Waiver. Any waiver or consent from a party with respect to any term or provision of this Agreement or any other aspect of Employee's conduct or employment shall be effective only in the specific instance and for the specific purpose for which given and shall not be deemed, regardless of frequency given, to be a further or continuing waiver or consent. The failure or delay of a party at any time or times to require performance of, or to exercise any of its powers, rights or remedies with respect to, any term or provision of this Agreement or any other aspect of Employee's conduct or employment shall not in any manner (except as otherwise expressly provided herein) affect a party's right at a later time to enforce any such term or provision. 22. Notices. All notices under this Agreement must be in writing and shall be deemed to have been duly given if delivered by hand or mailed by first class mail, registered mail, return receipt requested, postage and registry fees prepaid, to the applicable party and addressed as follows: (a) The Company: Bakers Footwear Group, Inc. 2815 Scott Avenue St. Louis, Missouri 63103 12 Attention: Chairman and Chief Executive Officer (or to the Board in the event that Employee is then Chairman and CEO) (b) Employee: Stanley K. Tusman 17737 Drummer Lane Chesterfield, MO 63005 Addresses may be changed by notice in writing signed by the addressee. 23. Amendment. No amendment or modification of this Agreement shall be valid or effective, unless in writing and signed by the parties to this Agreement. 24. Entire Agreement. (a) This Agreement embodies the entire agreement of the parties hereto with respect to its subject matter and merges with and supersedes all prior discussions, agreements, commitments or understandings or every kind and nature relating thereto, whether oral or written, between Employee and the Company; provided, however, that nothing in this Agreement supersedes the Company's Class C Stock Option Agreement. Neither party shall be bound by any term or condition other than as is expressly set forth herein. (b) Employee represents and agrees that he fully understands his right to discuss all aspects of this Agreement with his private attorney, that to the extent he desired, he availed himself of this right, that he has carefully read and fully understands all of the provisions of the Agreement, that his decision to execute this Agreement has not been obtained by any duress and that he has read this document in its entirety and fully understands the meaning, intent and consequences of this Agreement. 13 IN WITNESS WHEREOF, the parties have executed this Agreement on the date first hereinabove set forth. THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES. COMPANY: EMPLOYEE: BAKERS FOOTWEAR GROUP, INC. By: /s/ PETER EDISON /s/ STANLEY K. TUSMAN ----------------------- ----------------------- Peter Edison Stanley K. Tusman Title: Chairman and CEO 14 [Exhibit A, Competitors of the Company, omitted. The Registrant undertakes to furnish supplementally a copy of such exhibit upon request.] EX-10.21 11 c80714a4exv10w21.txt EMPLOYMENT AGREEMENT - JOE VANDER PLUYM EXHIBIT 10.21 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of December 12, 2003, by and between BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (the "Company"), and Joe Vander Pluym ("Employee"). W I T N E S S E T H : WHEREAS, the Company desires to retain the services of Employee as an Executive Vice President of the Company; and WHEREAS, the Company and Employee desire to enter into this Agreement to set forth the terms and conditions of the employment relationship between the Company and Employee. NOW, THEREFORE, in consideration of the mutual premises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Term. Employee's term of employment (the "Employment Term") under this Agreement shall be one (1) year, commencing on December 12, 2003, and shall continue for a period through and including December 11, 2004, and shall automatically renew for successive one (1) year terms, unless (a) either party notifies the other in writing of its or his intention not to extend Employee's Employment Term at least sixty (60) calendar days prior to the end of the then Employment Term, or (b) the Employment Term is earlier terminated pursuant to the terms and conditions set forth in this Agreement. 2. Duties. Employee shall perform all duties incident to the position of EVP of Store Operations as well as any other duties as may from time to time be assigned by the Chairman and Chief Executive Officer of the Company or his designee, and agrees to abide by all By-laws, policies, practices, procedures or rules of the Company. 3. Exclusive Services and Best Efforts. Employee agrees to devote his best efforts, energies and skill to the discharge of the duties and responsibilities attributable to his position, and to this end, he will devote his full time and attention exclusively to the business and affairs of the Company. Employee also agrees that he shall not take personal advantage of any business opportunities that arise during his employment and that may benefit the Company. All material facts regarding such opportunities must be promptly reported to the Chairman and Chief Executive Officer for consideration by the Company. 4. Base Salary. During the Employment Term, the Company shall pay Employee a salary, at a rate per annum to be determined from time to time by the Compensation Committee of the Board of Directors, but in no event less than the rate per annum payable by the Company to the Employee on the Effective Date, payable in equal installments at such payment intervals as are the usual custom of the Company, but not less often than monthly. 5. Bonus. Employee shall be eligible to participate in the Company Executive Bonus Plan (the "Plan") on the same basis as other participants at his level and pursuant to the terms of the Plan in effect on the date eligibility for a bonus is determined. 6. Benefit Plans. During the Employment Term and as otherwise provided herein, Employee shall be entitled to participate in any and all employee welfare and health benefit plans (including, but not limited to, medical insurance, dental insurance, and disability insurance plans) and other employee benefit plans, including, but not limited to, the Company 401(k) plan, established by the Company from time to time for the benefit of all executives of the Company. Employee shall be entitled to paid vacation from work in accordance with the terms of the Company's vacation policy. Employee shall be required to comply with the conditions attendant to coverage by such plans and policies and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans and policies as they may be amended 2 from time to time. Nothing herein contained shall be construed as requiring the Company to establish or continue any particular benefit plan in discharge of its obligations under this Employment Agreement. 7. Deduction from Salary and Benefits. The Company may withhold from any salary or benefits payable to Employee all federal, state, local and other taxes and other amounts as permitted or required pursuant to law or legal compulsion. 8. Reimbursement of Business Expenses. Employee shall be paid or reimbursed for all reasonable, ordinary and necessary business expenses incurred by Employee in the performance of his responsibilities and the promotion of the Company's businesses, including any air travel, lodging, and automobile and related travel expenses. Employee shall submit to the Company periodic statements of all expenses so incurred. Subject to such audits as the Company may deem necessary, the Company shall reimburse Employee the full amount of any such expenses advanced by him in the ordinary course of business. 9. Change of Control. (a) In the event that (i) there is a Change of Control of the Company, and (ii) such Change of Control results in (a) a material diminution of the nature and status of Employee's duties and responsibilities or (b) the termination of Employee's employment without cause, Employee shall receive an aggregate payment in one lump sum within thirty (30) days of such termination, totaling an amount equal to six months of the Employee's Base Salary in effect at the time of Employee's termination. (b) For the purpose of this Agreement, a "Change of Control" shall mean there has been: (i) A sale by the stockholders of the Company of more than 50% of either the then outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors; (ii) A sale of all or substantially all of the assets of the Company; or (iii) A reorganization, merger or 3 consolidation, resulting in the stockholders of the Company immediately prior to such reorganization, merger or consolidation, immediately thereafter owing, directly or indirectly, less than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company. Any transaction referred to in this paragraph must be to a party not related to a shareholder for the same to constitute a Change of Control. 10. Death. The Employment Term shall terminate on the date of Employee's death, in which event Employee's salary and benefits owing to Employee through the date of Employee's death shall be paid to his estate. Employee's estate will not be entitled to any other compensation under this Agreement. 11. Disability. If, during the Employment Term, in the opinion of the Company, Employee, because of physical or mental illness or incapacity, shall become unable to perform substantially all of the duties and services required of him under this Agreement for a period of sixty (60) days in the aggregate during any twelve-month period, the Company may, upon at least ten (10) days' prior written notice given at any time after the expiration of such sixty (60) day period, notify Employee of its intention to terminate the Employment Term under this Agreement as of the date set forth in the notice. In case of such termination, Employee shall be entitled to receive salary, benefits and reimbursable expenses owing to Employee through the date of termination. The Company shall have no further obligation or liability to Employee. 12. Termination For Cause. (a) The Company may immediately terminate the Employment Term under this Agreement for cause. Upon such termination, the Company shall be released from any and all further obligations under this Agreement, except for accrued salary and benefits owing to Employee through the effective date of the termination of the Employment Term. Employee's other obligations under this Agreement, including but not limited to those 4 under Paragraph 14 (Non-Competition and Confidential Information) and Paragraph 16 (Other Post-Employment Obligations), shall continue pursuant to the terms and conditions of this Agreement. (b) For the purposes of this Agreement, "cause" shall include, without limitation, the following: (1) failure or neglect by Employee to perform the duties of the Employee's position or meet the Company's performance expectations; (2) failure of Employee to obey orders given by the Company or supervisors; (3) misconduct in connection with the performance of any of Employee's duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or while in the Company's employ or to which the Company is subject; (4) commission by Employee of an act involving moral turpitude, dishonesty, theft or unethical business conduct, or conduct that impairs or injures the reputation of, or harms, the Company; (5) disloyalty by Employee, including, without limitation, aiding a competitor; (6) failure by Employee to devote his full time and best efforts to the Company's business and affairs; (7) failure by Employee to work exclusively for the Company; (8) failure to fully cooperate in any investigation by the Company; (9) any breach of this Agreement or Company rules; (10) any other act of misconduct by Employee; or (11) the elimination of Employee's position. (c) If the Company terminates the Employment Term under this Agreement for cause as provided in Paragraph 12(b)(11) above, Employee shall receive the equivalent of six (6) months of Employee's annual salary, less deductions required by law, payable on a 5 monthly basis, if, and only if, Employee signs a valid general release of all claims against the Company in a form provided by the Company. 13. Expiration of Employment Agreement. If pursuant to Paragraph 1(a), the Company notifies the Employee of its intention not to extend the Employee's Employment Term, at the expiration of the Employee Employment term, the employee shall receive the equivalent of four (4) months of employee's annual salary, less deductions required by law, payable on a monthly basis, if, and only if, Employee signs a valid general release of all claims against the Company in a form provided by the Company. 14. Termination Without Cause. In the event of a Change of Control, as that term is defined in Paragraph 9, Employee's Employment Term maybe terminated without cause upon thirty (30) days written notice. Upon such termination, the Company shall be released from any and all further obligations under this Agreement, except that the Company shall be obligated to pay Employee (i) his salary and benefits owing to Employee through the day on which Employee's employment is terminated, and (ii) the amount described in Paragraph 9. Employee's obligations under this Agreement, including but not limited to those under Paragraphs 15 and 17, shall continue pursuant to the terms and conditions of this Agreement. 15. Non-Competition and Confidential Information. (a) Non-Competition. The Company does business throughout the United States. The entities listed on Exhibit A, attached hereto and incorporated herein by reference, are competitors of the Company that also do business throughout the United States. During the Employment Term and for a period of twelve (12) months after the termination for any reason of Employee's employment with the Company, Employee will not, without the prior written consent of the Chairman and CEO of the Company or Board, if Employee is then the Chairman and CEO, in any manner, directly or indirectly, either as an employee, owner, partner, 6 consultant, shareholder, director or officer, for himself or in behalf of any person, firm, partnership, entity or corporation, work for, become employed by or interested directly or indirectly in, or in any other way become employed by or interested directly or indirectly in, or in any other way become associated with, any of the entities listed on Exhibit A or any of their subsidiaries or affiliated or related entities, or any of their successors. The Board shall have the right to modify, add to, or delete from the list set forth in Exhibit A, and may do so from time to time until thirty (30) days after the end of the initial or any succeeding Employment Term, by written notice pursuant to Paragraph 23 of this Agreement. The aforementioned twelve (12) month time period shall be extended for a time period equal to the time period during which a violation of Paragraph 15(a) exists. (b) Confidentiality. Employee acknowledges that he will have access to certain proprietary and confidential information and trade secrets ("Confidential Information") of the Company, including, but not limited to, Company store volume data, sales projections, profit data, lease terms, marketing and advertising strategies and plans, product information, cost information, and financial information of the Company. Employee will not use or disclose any Confidential Information during the Employment Term or thereafter other than in connection with performing Employee's services for the Company in accordance with this Agreement. (c) Enforcement. (1) Employee agrees that the restrictions set forth in this Paragraph are reasonable and necessary to protect the Company's goodwill and other legitimate business interests. If any of the covenants set forth herein are deemed to be overbroad or unenforceably the parties contemplate that such provisions shall be modified to make them enforceable to the fullest extent permitted by law. (2) In the event of a breach or threatened breach by Employee of any of the provisions of this Paragraph, (i) Employee acknowledges that the Company will be irreparably harmed and that money damages may be an insufficient remedy to the Company; 7 and (ii) Employee shall pay all of the Company's costs and expenses incurred in enforcing this Agreement, whether or not litigation is commenced. Employee acknowledges that enforcement of the provisions of this Paragraph by way of injunctive relief would not prevent Employee from earning a livelihood. (d) The provisions of this Paragraph shall survive the termination of Employee's employment, regardless of the reason for the termination. The provisions of this Paragraph shall be deemed independent of the other provisions of this Agreement and shall be enforceable in all events, notwithstanding the termination of Employee's employment or even a breach by the Company of any provision of this Agreement. 16. Representations and Warranties of Employee. Employee hereby represents and warrants to the Company as follows: (a) Employee's execution and delivery of this Agreement and the performance of his obligations hereunder will not violate or be in conflict with any fiduciary or other duty, instrument, agreement, document, arrangement or other understanding to which Employee is a party or by which he is or may be bound or subject; and (b) Employee is not a party to any instrument, agreement, document, arrangement or other understanding with any person (other than the Company) requiring or restricting the use or disclosure of any confidential information or the provision of any employment, consulting or other services. 17. Other Post-Employment Obligations. (a) Company Property. All records, files, lists, including computer generated lists, documents, computers, computer software programs, equipment, telephones, telephone numbers, and similar items relating to the Company's business that Employee shall prepare or receive from the Company shall remain the Company's sole and exclusive property. Upon termination of this Agreement, Employee shall promptly return to the Company all property of the Company in his possession. Employee further represents that he will not copy or cause to 8 be copied, print out or cause to be printed out any software, documents or other materials originating with or belonging to the Company. Employee additionally represents that, upon termination of his employment with the Company, he will not retain in his possession any such software, documents or other materials. (b) Cooperation. Employee agrees that both during and after his employment he shall, at the request of the Company, render all assistance and perform all lawful acts that the Company considers necessary or advisable in connection with any litigation involving the Company or any director, officer, employee, shareholder, agent, representative, consultant, customer or vendor of the Company. (c) The provisions of this Paragraph shall survive the termination of Employee's employment, regardless of the reason for the termination. The provisions of this Paragraph shall be deemed independent of the other provisions of this Agreement and shall be enforceable in all events, notwithstanding the termination of Employee's employment or even a breach by the Company of any provision of this Agreement. 18. Arbitration. Any and all disputes arising under or relating to the interpretation or application of this Agreement or concerning Employee's employment with the Company or termination thereof, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 1981, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Missouri Human Rights Act, the Missouri Service Letter Law, and any other federal, state, or local law, and the common law of contract or tort, shall be subject to arbitration in St. Louis County, Missouri, under the then existing rules of the American Arbitration Association. Judgment upon the award rendered may be entered in any court of competent jurisdiction. Nothing contained in this Paragraph shall limit the right of the Company to enforce by court injunction or other equitable relief the 9 Employee's obligations under this Agreement, including but not limited to those under Paragraphs 15 and 17 of this Agreement. 18. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Missouri, without regard to the conflicts of law rules thereof. 19. Jurisdiction. Each of the parties hereto hereby irrevocably consents and submits to the jurisdiction of the Circuit Court of St. Louis County, Missouri, and of the United States District Court for the Eastern District of Missouri in connection with any suit, action or other proceeding concerning the interpretation or application of this Agreement, Employee's employment with the Company or termination thereof, or enforcement of Paragraphs 15 or 17 of this Agreement. Employee waives and agrees not to assert any defense that the court lacks jurisdiction, that venue is improper, that the forum is inconvenient, or otherwise. 20. Successors and Assigns. Neither this Agreement, nor any of Employee's rights, powers, duties or obligations hereunder, may be assigned by Employee. This Agreement shall be binding upon and inure to the benefit of Employee and his heirs and legal representatives and the Company and its successor and assigns. 21. Waiver. Any waiver or consent from the Company with respect to any term or provision of this Agreement or any other aspect of Employee's conduct or employment shall be effective only in the specific instance and for the specific purpose for which given and shall not be deemed, regardless of frequency given, to be a further or continuing waiver or consent. The failure or delay of the Company at any time or times to require performance of, or to exercise any of its powers, rights or remedies with respect to, any term or provision of this Agreement or any other aspect of Employee's conduct or employment shall not in any manner (except as 10 otherwise expressly provided herein) affect the Company's right at a later time to enforce any such term or provision. 22. Notices. All notices under this Agreement must be in writing and shall be deemed to have been duly given if delivered by hand or mailed by first class mail, registered mail, return receipt requested, postage and registry fees prepaid, to the applicable party and addressed as follows: (a) The Company: Bakers Footwear Group, Inc. 2815 Scott Avenue St. Louis, Missouri 63103 Attention: Chairman and Chief Executive Officer (b) Employee: Joe Vander Pluym 131 Woodbourne Court O'Fallon, IL 62269 Addresses may be changed by notice in writing signed by the addressee. 23. Amendment. No amendment or modification of this Agreement shall be valid or effective, unless in writing and signed by the parties to this Agreement. 24. Entire Agreement. (a) This Agreement embodies the entire agreement of the parties hereto with respect to its subject matter and merges with and supersedes all prior discussions, agreements, commitments or understandings or every kind and nature relating thereto, whether oral or written, between Employee and the Company; provided, however, that nothing in this Agreement supersedes the Company's Class C Stock Option Agreement. Neither party shall be bound by any term or condition other than as is expressly set forth herein. (b) Employee represents and agrees that he fully understands his right to discuss all aspects of this agreement with his private attorney, that to the extent he desired, he 11 availed himself of this right, that he has carefully read and fully understands all of the provisions of the Agreement, that his decision to execute this Agreement has not been obtained by any duress and that he has read this document in its entirety and fully understands the meaning, intent and consequences of this Agreement. (The rest of this page left intentionally blank) 12 IN WITNESS WHEREOF, the parties have executed this Agreement on the date first hereinabove set forth. THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION, WHICH MAY BE ENFORCED BY THE PARTIES. COMPANY: EMPLOYEE: BAKERS FOOTWEAR GROUP, INC. By: /s/ Peter Edison /s/ Joe Vander Pluym --------------------------------- ---------------------------- Peter Edison Joe Vander Pluym Title: Chairman and Chief Executive Officer 13 [Exhibit A. Competitors of the Company, omitted. The Registrant undertakes to furnish a supplemental copy of such exhibit to the SEC upon request.] EX-10.22 12 c80714a4exv10w22.txt EMPLOYMENT AGREEMENT - MARK IANNI EXHIBIT 10.22 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of December 12, 2003, by and between BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (the "Company"), and Mark Ianni ("Employee"). W I T N E S S E T H : WHEREAS, the Company desires to retain the services of Employee as an Executive Vice President/General Merchandise Manager of the Company; and WHEREAS, the Company and Employee desire to enter into this Agreement to set forth the terms and conditions of the employment relationship between the Company and Employee. NOW, THEREFORE, in consideration of the mutual premises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Term. Employee's term of employment (the "Employment Term") under this Agreement shall be one (1) year, commencing on December 12, 2003, and shall continue for a period through and including December 11, 2004, and shall automatically renew for successive one (1) year terms, unless (a) either party notifies the other in writing of its or his intention not to extend Employee's Employment Term at least sixty (60) calendar days prior to the end of the then Employment Term, or (b) the Employment Term is earlier terminated pursuant to the terms and conditions set forth in this Agreement. 2. Duties. Employee shall perform all duties incident to the position of Buyer as well as any other duties as may from time to time be assigned by the Chairman and Chief Executive Officer of the Company or his designee, and agrees to abide by all By-laws, policies, practices, procedures or rules of the Company. Employee may be reassigned or transferred to another management position, as designated by the Chairman and Chief Executive Officer of the Company, which may or may not provide the same level of responsibility as the initial assignment, in accordance with the terms and conditions of this Agreement. 3. Exclusive Services and Best Efforts. Employee agrees to devote his best efforts, energies and skill to the discharge of the duties and responsibilities attributable to his position, and to this end, he will devote his full time and attention exclusively to the business and affairs of the Company. Employee also agrees that he shall not take personal advantage of any business opportunities that arise during is employment and that may benefit the Company. All material facts regarding such opportunities must be promptly reported to the Chairman and Chief Executive Officer for consideration by the Company. 4. Base Salary. During the Employment Term, the Company shall pay Employee a salary, at a rate per annum to be determined from time to time by the Compensation Committee of the Board of Directors, payable in equal installments at such payment intervals as are the usual custom of the Company, but not less often than monthly. 5. Bonus. Employee shall be eligible to participate in the Company Executive Bonus Plan (the "Plan") on the same basis as other participants at his level and pursuant to the terms of the Plan in effect on the date eligibility for a bonus is determined. 6. Benefit Plans. During the Employment Term and as otherwise provided herein, Employee shall be entitled to participate in any and all employee welfare and health benefit plans (including, but not limited to, medical insurance, dental insurance, and disability insurance plans) and other employee benefit plans, including, but not limited to, the Company 401(k) plan, established by the Company from time to time for the benefit of all executives of the Company. Employee shall be entitled to paid vacation from work in accordance with the terms of the Company's vacation policy. Employee shall be required to comply with the conditions attendant 2 to coverage by such plans and policies and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans and policies as they may be amended from time to time. Nothing herein contained shall be construed as requiring the Company to establish or continue any particular benefit plan in discharge of its obligations under this Employment Agreement. 7. Deduction from Salary and Benefits. The Company may withhold from any salary or benefits payable to Employee all federal, state, local and other taxes and other amounts as permitted or required pursuant to law or legal compulsion. 8. Reimbursement of Business Expenses. Employee shall be paid or reimbursed for all reasonable, ordinary and necessary business expenses incurred by Employee in the performance of his responsibilities and the promotion of the Company's businesses, including any air travel, lodging, and automobile and related travel expenses. Employee shall submit to the Company periodic statements of all expenses so incurred. Subject to such audits as the Company may deem necessary, the Company shall reimburse Employee the full amount of any such expenses advanced by him in the ordinary course of business. 9. Change of Control. (a) In the event that (i) there is a Change of Control of the Company, and (ii) such Change of Control results in (a) a material diminution of the nature and status of Employee's duties and responsibilities or (b) the termination of Employee's employment without cause, Employee shall receive an aggregate payment in one lump sum within thirty (30) days of such termination, totaling an amount equal to six months of the Employee's Base Salary in effect at the time of Employee's termination. (b) For the purpose of this Agreement, a "Change of Control" shall mean there has been: (i) A sale by the stockholders of the Company of more than 50% of either the then outstanding shares of common stock or the combined voting power of the Company's then 3 outstanding voting securities entitled to vote generally in the election of directors; (ii) A sale of all or substantially all of the assets of the Company; or (iii) A reorganization, merger or consolidation, resulting in the stockholders of the Company immediately prior to such reorganization, merger or consolidation, immediately thereafter owing, directly or indirectly, less than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company. Any transaction referred to in this paragraph must be to a party not related to a shareholder for the same to constitute a Change of Control. 10. Death. The Employment Term shall terminate on the date of Employee's death, in which event Employee's salary and benefits owing to Employee through the date of Employee's death shall be paid to his estate. Employee's estate will not be entitled to any other compensation under this Agreement. 11. Disability. If, during the Employment Term, in the opinion of the Company, Employee, because of physical or mental illness or incapacity, shall become unable to perform substantially all of the duties and services required of him under this Agreement for a period of sixty (60) days in the aggregate during any twelve-month period, the Company may, upon at least ten (10) days' prior written notice given at any time after the expiration of such sixty (60) day period, notify Employee of its intention to terminate the Employment Term under this Agreement as of the date set forth in the notice. In case of such termination, Employee shall be entitled to receive salary, benefits and reimbursable expenses owing to Employee through the date of termination. The Company shall have no further obligation or liability to Employee. 12. Termination For Cause. (a) The Company may immediately terminate the Employment Term under this Agreement for cause. Upon such termination, the Company shall be released from any and all further obligations under this Agreement, except for accrued salary 4 and benefits owing to Employee through the effective date of the termination of the Employment Term. Employee's other obligations under this Agreement, including but not limited to those under Paragraph 14 (Non-Competition and Confidential Information) and Paragraph 16 (Other Post-Employment Obligations), shall continue pursuant to the terms and conditions of this Agreement. (b) For the purposes of this Agreement, "cause" shall include, without limitation, the following: (1) failure or neglect by Employee to perform the duties of the Employee's position or meet the Company's performance expectations; (2) failure of Employee to obey orders given by the Company or supervisors; (3) misconduct in connection with the performance of any of Employee's duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or while in the Company's employ or to which the Company is subject; (4) commission by Employee of an act involving moral turpitude, dishonesty, theft or unethical business conduct, or conduct that impairs or injures the reputation of, or harms, the Company; (5) disloyalty by Employee, including, without limitation, aiding a competitor; (6) failure by Employee to devote his full time and best efforts to the Company's business and affairs; (7) failure by Employee to work exclusively for the Company; (8) failure to fully cooperate in any investigation by the Company; (9) any breach of this Agreement or Company rules; (10) any other act of misconduct by Employee; or (11) the elimination of Employee's position. (c) If the Company terminates the Employment Term under this Agreement for cause as provided in Paragraph 12(b)(11) above, Employee shall receive the equivalent of 5 three (3) months of Employee's annual salary, less deductions required by law, payable on a monthly basis, if, and only if, Employee signs a valid general release of all claims against the Company in a form provided by the Company. 13. Termination Without Cause. In the event of a Change of Control, as that term is defined in Paragraph 9, Employee's Employment Term maybe terminated without cause upon thirty (30) days written notice. Upon such termination, the Company shall be released from any and all further obligations under this Agreement, except that the Company shall be obligated to pay Employee (i) his salary and benefits owing to Employee through the day on which Employee's employment is terminated, and (ii) the amount described in Paragraph 9. Employee's obligations under this Agreement, including but not limited to those under Paragraphs 14 and 16, shall continue pursuant to the terms and conditions of this Agreement. 14. Non-Competition and Confidential Information. (a) Non-Competition. The Company does business throughout the United States. The entities listed on Exhibit A, attached hereto and incorporated herein by reference, are competitors of the Company that also do business throughout the United States. During the Employment Term and for a period of twelve (12) months after the termination for any reason of Employee's employment with the Company, Employee will not, without the prior written consent of the Chairman and CEO of the Company or Board, if Employee is then the Chairman and CEO, in any manner, directly or indirectly, either as an employee, owner, partner, consultant, shareholder, director or officer, for himself or in behalf of any person, firm, partnership, entity or corporation, work for, become employed by or interested directly or indirectly in, or in any other way become employed by or interested directly or indirectly in, or in any other way become associated with, any of the entities listed on Exhibit A or any of their subsidiaries or affiliated or related entities, or any of their successors. The Board shall have the right to modify, add to, or delete from the list set forth in Exhibit A, and may do so from time to time until thirty (30) days 6 after the end of the initial or any succeeding Employment Term, by written notice pursuant to Paragraph 22 of this Agreement. The aforementioned twelve (12) month time period shall be extended for a time period equal to the time period during which a violation of Paragraph 13(a) exists. (b) Confidentiality. Employee acknowledges that he will have access to certain proprietary and confidential information and trade secrets ("Confidential Information") of the Company, including, but not limited to, Company store volume data, sales projections, profit data, lease terms, marketing and advertising strategies and plans, product information, cost information, and financial information of the Company. Employee will not use or disclose any Confidential Information during the Employment Term or thereafter other than in connection with performing Employee's services for the Company in accordance with this Agreement. (c) Enforcement. (1) Employee agrees that the restrictions set forth in this Paragraph are reasonable and necessary to protect the Company's goodwill and other legitimate business interests. If any of the covenants set forth herein are deemed to be overbroad or unenforceably the parties contemplate that such provisions shall be modified to make them enforceable to the fullest extent permitted by law. (2) In the event of a breach or threatened breach by Employee of any of the provisions of this Paragraph, (i) Employee acknowledges that the Company will be irreparably harmed and that money damages may be an insufficient remedy to the Company; and (ii) Employee shall pay all of the Company's costs and expenses incurred in enforcing this Agreement, whether or not litigation is commenced. Employee acknowledges that enforcement of the provisions of this Paragraph by way of injunctive relief would not prevent Employee from earning a livelihood. (d) The provisions of this Paragraph shall survive the termination of Employee's employment, regardless of the reason for the termination. The provisions of this 7 Paragraph shall be deemed independent of the other provisions of this Agreement and shall be enforceable in all events, notwithstanding the termination of Employee's employment or even a breach by the Company of any provision of this Agreement. 15. Representations and Warranties of Employee. Employee hereby represents and warrants to the Company as follows: (a) Employee's execution and delivery of this Agreement and the performance of his obligations hereunder will not violate or be in conflict with any fiduciary or other duty, instrument, agreement, document, arrangement or other understanding to which Employee is a party or by which he is or may be bound or subject; and (b) Employee is not a party to any instrument, agreement, document, arrangement or other understanding with any person (other than the Company) requiring or restricting the use or disclosure of any confidential information or the provision of any employment, consulting or other services. 16. Other Post-Employment Obligations. (a) Company Property. All records, files, lists, including computer generated lists, documents, computers, computer software programs, equipment, telephones, telephone numbers, and similar items relating to the Company's business that Employee shall prepare or receive from the Company shall remain the Company's sole and exclusive property. Upon termination of this Agreement, Employee shall promptly return to the Company all property of the Company in his possession. Employee further represents that he will not copy or cause to be copied, print out or cause to be printed out any software, documents or other materials originating with or belonging to the Company. Employee additionally represents that, upon termination of his employment with the Company, he will not retain in his possession any such software, documents or other materials. (b) Cooperation. Employee agrees that both during and after his employment he shall, at the request of the Company, render all assistance and perform all 8 lawful acts that the Company considers necessary or advisable in connection with any litigation involving the Company or any director, officer, employee, shareholder, agent, representative, consultant, customer or vendor of the Company. (c) The provisions of this Paragraph shall survive the termination of Employee's employment, regardless of the reason for the termination. The provisions of this Paragraph shall be deemed independent of the other provisions of this Agreement and shall be enforceable in all events, notwithstanding the termination of Employee's employment or even a breach by the Company of any provision of this Agreement. 17. Arbitration. Any and all disputes arising under or relating to the interpretation or application of this Agreement or concerning Employee's employment with the Company or termination thereof, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 1981, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Missouri Human Rights Act, the Missouri Service Letter Law, and any other federal, state, or local law, and the common law of contract or tort, shall be subject to arbitration in St. Louis County, Missouri, under the then existing rules of the American Arbitration Association. Judgment upon the award rendered may be entered in any court of competent jurisdiction. Nothing contained in this Paragraph shall limit the right of the Company to enforce by court injunction or other equitable relief the Employee's obligations under this Agreement, including but not limited to those under Paragraphs 14 and 16 of this Agreement. 18. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Missouri, without regard to the conflicts of law rules thereof. 9 19. Jurisdiction. Each of the parties hereto hereby irrevocably consents and submits to the jurisdiction of the Circuit Court of St. Louis County, Missouri, and of the United States District Court for the Eastern District of Missouri in connection with any suit, action or other proceeding concerning the interpretation or application of this Agreement, Employee's employment with the Company or termination thereof, or enforcement of Paragraphs 14 or 16 of this Agreement. Employee waives and agrees not to assert any defense that the court lacks jurisdiction, that venue is improper, that the forum is inconvenient, or otherwise. 20. Successors and Assigns. Neither this Agreement, nor any of Employee's rights, powers, duties or obligations hereunder, may be assigned by Employee. This Agreement shall be binding upon and inure to the benefit of Employee and his heirs and legal representatives and the Company and its successor and assigns. 21. Waiver. Any waiver or consent from the Company with respect to any term or provision of this Agreement or any other aspect of Employee's conduct or employment shall be effective only in the specific instance and for the specific purpose for which given and shall not be deemed, regardless of frequency given, to be a further or continuing waiver or consent. The failure or delay of the Company at any time or times to require performance of, or to exercise any of its powers, rights or remedies with respect to, any term or provision of this Agreement or any other aspect of Employee's conduct or employment shall not in any manner (except as otherwise expressly provided herein) affect the Company's right at a later time to enforce any such term or provision. 22. Notices. All notices under this Agreement must be in writing and shall be deemed to have been duly given if delivered by hand or mailed by first class mail, registered mail, return receipt requested, postage and registry fees prepaid, to the applicable party and addressed as follows: 10 (a) The Company: Bakers Footwear Group, Inc. 2815 Scott Avenue St. Louis, Missouri 63103 Attention: Chairman and Chief Executive Officer (b) Employee: Mark Ianni 2726 Marbach Way St. Charles, MO 63301 Addresses may be changed by notice in writing signed by the addressee. 23. Amendment. No amendment or modification of this Agreement shall be valid or effective, unless in writing and signed by the parties to this Agreement. 24. Entire Agreement. (a) This Agreement embodies the entire agreement of the parties hereto with respect to its subject matter and merges with and supersedes all prior discussions, agreements, commitments or understandings or every kind and nature relating thereto, whether oral or written, between Employee and the Company; provided, however, that nothing in this Agreement supersedes the Company's Class C Stock Option Agreement. Neither party shall be bound by any term or condition other than as is expressly set forth herein. (b) Employee represents and agrees that he fully understands his right to discuss all aspects of this agreement with his private attorney, that to the extent he desired, he availed himself of this right, that he has carefully read and fully understands all of the provisions of the Agreement, that his decision to execute this Agreement has not been obtained by any duress and that he has read this document in its entirety and fully understands the meaning, intent and consequences of this Agreement. 25. This agreement restates and replaces, in its entirety, the employment agreement previously signed as of April 28, 2003 by and between the Company and the Employee. 11 IN WITNESS WHEREOF, the parties have executed this Agreement on the date first hereinabove set forth. THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION, WHICH MAY BE ENFORCED BY THE PARTIES. COMPANY: EMPLOYEE: BAKERS FOOTWEAR GROUP, INC. By: /s/ Peter Edison /s/ Mark Ianni ------------------------------ -------------------------------- Peter Edison Mark Ianni Title: Chairman and Chief Executive Officer Mark Ianni 12 [Exhibit A. Competitions of the Company, omitted. The Registrant undertakes to furnish a supplemental copy of such exhibit to the SEC upon request.] EX-10.23 13 c80714a4exv10w23.txt EMPLOYMENT AGREEMENT - LAWRENCE SPANLEY, JR. EXHIBIT 10.23 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of December 17, 2003, by and between BAKERS FOOTWEAR GROUP, INC., a Missouri corporation (the "Company"), and Lawrence L. Spanley, Jr. ("Employee"). W I T N E S S E T H : WHEREAS, the Company desires to retain the services of Employee as Chief Financial Officer and Executive Vice President of the Company; and WHEREAS, the Company and Employee desire to enter into this Agreement to set forth the terms and conditions of the employment relationship between the Company and Employee. NOW, THEREFORE, in consideration of the mutual premises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Term. Employee's term of employment (the "Employment Term") under this Agreement shall be one (1) year, commencing on December 17, 2003, and shall continue for a period through and including December 16, 2004, and shall automatically renew for successive one (1) year terms, unless (a) either party notifies the other in writing of its or his intention not to extend Employee's Employment Term at least sixty (60) calendar days prior to the end of the then Employment Term, or (b) the Employment Term is earlier terminated pursuant to the terms and conditions set forth in this Agreement. 2. Duties. Employee shall perform all duties incident to the position of Chief Financial Officer/Executive Vice President as well as any other duties as may from time to time be assigned by the Chairman and Chief Executive Officer of the Company or his designee, and agrees to abide by all By-laws, policies, practices, procedures or rules of the Company. Employee may be reassigned or transferred to another management position, as designated by the Chairman and Chief Executive Officer of the Company, which may or may not provide the same level of responsibility as the initial assignment, in accordance with the terms and conditions of this Agreement. 3. Exclusive Services and Best Efforts. Employee agrees to devote his best efforts, energies and skill to the discharge of the duties and responsibilities attributable to his position, and to this end, he will devote his full time and attention exclusively to the business and affairs of the Company. Employee also agrees that he shall not take personal advantage of any business opportunities that arise during his employment and that may benefit the Company. All material facts regarding such opportunities must be promptly reported to the Chairman and Chief Executive Officer for consideration by the Company. 4. Base Salary. During the Employment Term, the Company shall pay Employee a salary, at a rate per annum to be determined from time to time by the Compensation Committee of the Board of Directors, but at no time shall it be less than $100,000 per annum, payable in equal installments at such payment intervals as are the usual custom of the Company, but not less often than monthly. 5. Bonus. Employee shall be eligible to participate in the Company Executive Bonus Plan (the "Plan") on the same basis as other participants at his level and pursuant to the terms of the Plan in effect on the date eligibility for a bonus is determined. 6. Benefit Plans. During the Employment Term and as otherwise provided herein, Employee shall be entitled to participate in any and all employee welfare and health benefit plans (including, but not limited to, medical insurance, dental insurance, and disability insurance plans) and other employee benefit plans, including, but not limited to, the Company 401(k) plan, established by the Company from time to time for the benefit of all executives of the Company. 2 Employee shall be entitled to paid vacation from work in accordance with the terms of the Company's vacation policy. Employee shall be required to comply with the conditions attendant to coverage by such plans and policies and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans and policies as they may be amended from time to time. Nothing herein contained shall be construed as requiring the Company to establish or continue any particular benefit plan in discharge of its obligations under this Employment Agreement. 7. Deduction from Salary and Benefits. The Company may withhold from any salary or benefits payable to Employee all federal, state, local and other taxes and other amounts as permitted or required pursuant to law or legal compulsion. 8. Reimbursement of Business Expenses. Employee shall be paid or reimbursed for all reasonable, ordinary and necessary business expenses incurred by Employee in the performance of his responsibilities and the promotion of the Company's businesses, including any air travel, lodging, and automobile and related travel expenses. Employee shall submit to the Company periodic statements of all expenses so incurred. Subject to such audits as the Company may deem necessary, the Company shall reimburse Employee the full amount of any such expenses advanced by him in the ordinary course of business. 9. Change of Control. (a) In the event that (i) there is a Change of Control of the Company, and (ii) such Change of Control results in (a) a material diminution of the nature and status of Employee's duties and responsibilities or (b) the termination of Employee's employment without cause, Employee shall receive an aggregate payment in one lump sum within thirty (30) days of such termination, totaling an amount equal to six months of the Employee's Base Salary in effect at the time of Employee's termination. 3 (b) For the purpose of this Agreement, a "Change of Control" shall mean there has been: (i) A sale by the stockholders of the Company of more than 50% of either the then outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors; (ii) A sale of all or substantially all of the assets of the Company; or (iii) A relocation of the Company's home office to a location more than 50 miles from its current location; or (iv) A reorganization, merger or consolidation, resulting in the stockholders of the Company immediately prior to such reorganization, merger or consolidation, immediately thereafter owing, directly or indirectly, less than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company. Any transaction referred to in this paragraph must be to a party not related to a shareholder for the same to constitute a Change of Control. 10. Death. The Employment Term shall terminate on the date of Employee's death, in which event Employee's salary and benefits owing to Employee through the date of Employee's death shall be paid to his estate. Employee's estate will not be entitled to any other compensation under this Agreement. 11. Disability. If, during the Employment Term, in the opinion of the Company, Employee, because of physical or mental illness or incapacity, shall become unable to perform substantially all of the duties and services required of him under this Agreement for a period of sixty (60) days in the aggregate during any twelve-month period, the Company may, upon at least ten (10) days' prior written notice given at any time after the expiration of such sixty (60) day period, notify Employee of its intention to terminate the Employment Term under this Agreement as of the date set forth in the notice. In case of such termination, Employee shall be entitled to receive salary, benefits and reimbursable expenses owing to Employee through the date of termination. If the Employee is disabled as defined in the Company's long-term 4 disability plan and is still a valid member of the Company's long-term disability plan, the Employee shall be entitled to receive salary, benefits and reimbursable expenses owing to Employee until Employee's long-term disability coverage begins. Under no circumstances shall the Company pay more than six (6) months salary under these conditions. The Company shall have no further obligation or liability to Employee. 12. Termination For Cause. (a) The Company may immediately terminate the Employment Term under this Agreement for cause. Upon such termination, the Company shall be released from any and all further obligations under this Agreement, except for accrued salary and benefits owing to Employee through the effective date of the termination of the Employment Term. Employee's other obligations under this Agreement, including but not limited to those under Paragraph 14 (Non-Competition and Confidential Information) and Paragraph 16 (Other Post-Employment Obligations), shall continue pursuant to the terms and conditions of this Agreement. (b) For the purposes of this Agreement, "cause" shall include, without limitation, the following: (1) failure or neglect by Employee to perform the duties of the Employee's position or meet the Company's performance expectations; (2) failure of Employee to obey orders given by the Company or supervisors; (3) misconduct in connection with the performance of any of Employee's duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or while in the Company's employ or to which the Company is subject; (4) commission by Employee of an act involving moral turpitude, dishonesty, theft or unethical business conduct, or conduct that impairs or injures the reputation of, or harms, the Company; (5) disloyalty by Employee, including, without limitation, aiding a competitor; 5 (6) failure by Employee to devote his full time and best efforts to the Company's business and affairs; (7) failure by Employee to work exclusively for the Company; (8) failure to fully cooperate in any investigation by the Company; (9) any breach of this Agreement or Company rules; (10) any other act of misconduct by Employee; or (11) the elimination of Employee's position. (c) If the Company terminates the Employment Term under this Agreement for cause as provided in Paragraph 12(b)(11) above, Employee shall receive the equivalent of six (6) months of Employee's annual salary, less deductions required by law, payable on a monthly basis, if, and only if, Employee signs a valid general release of all claims against the Company in a form provided by the Company. 13. Expiration of Employment Agreement. If pursuant to Paragraph 1(a), the Company notifies the Employee of its intention not to extend the Employee's Employment Term, at the expiration of the Employee Employment term, the employee shall receive the equivalent of four (4) months of employee's annual salary, less deductions required by law, payable on a monthly basis, if, and only if, Employee signs a valid general release of all claims against the Company in a form provided by the Company. 14. Termination Without Cause. In the event of a Change of Control, as that term is defined in Paragraph 9, Employee's Employment Term maybe terminated without cause upon thirty (30) days written notice. Upon such termination, the Company shall be released from any and all further obligations under this Agreement, except that the Company shall be obligated to pay Employee (i) his salary and benefits owing to Employee through the day on which Employee's employment is terminated, and (ii) the amount described in Paragraph 9. Any relocation of the Company's home office location to more than 50 miles from its current location 6 shall entitle the Employee to six (6) months severance. Employee's obligations under this Agreement, including but not limited to those under Paragraphs 15 and 17, shall continue pursuant to the terms and conditions of this Agreement. 15. Non-Competition and Confidential Information. (a) Non-Competition. The Company does business throughout the United States. The entities listed on Exhibit A, attached hereto and incorporated herein by reference, are competitors of the Company that also do business throughout the United States. During the Employment Term and for a period of twelve (12) months after the termination for any reason of Employee's employment with the Company, Employee will not, without the prior written consent of the Chairman and CEO of the Company or Board, if Employee is then the Chairman and CEO, in any manner, directly or indirectly, either as an employee, owner, partner, consultant, shareholder, director or officer, for himself or in behalf of any person, firm, partnership, entity or corporation, work for, become employed by or interested directly or indirectly in, or in any other way become employed by or interested directly or indirectly in, or in any other way become associated with, any of the entities listed on Exhibit A or any of their subsidiaries or affiliated or related entities, or any of their successors. The Board shall have the right to modify, add to, or delete from the list set forth in Exhibit A, and may do so from time to time until thirty (30) days after the end of the initial or any succeeding Employment Term, by written notice pursuant to Paragraph 23 of this Agreement. The aforementioned twelve (12) month time period shall be extended for a time period equal to the time period during which a violation of Paragraph 15(a) exists. (b) Confidentiality. Employee acknowledges that he will have access to certain proprietary and confidential information and trade secrets ("Confidential Information") of the Company, including, but not limited to, Company store volume data, sales projections, profit data, lease terms, marketing and advertising strategies and plans, product information, cost information, and financial information of the Company. Employee will not use or disclose 7 any Confidential Information during the Employment Term or thereafter other than in connection with performing Employee's services for the Company in accordance with this Agreement. (c) Enforcement. (1) Employee agrees that the restrictions set forth in this Paragraph are reasonable and necessary to protect the Company's goodwill and other legitimate business interests. If any of the covenants set forth herein are deemed to be overbroad or unenforceably the parties contemplate that such provisions shall be modified to make them enforceable to the fullest extent permitted by law. (2) In the event of a breach or threatened breach by Employee of any of the provisions of this Paragraph, (i) Employee acknowledges that the Company will be irreparably harmed and that money damages may be an insufficient remedy to the Company; and (ii) Employee shall pay all of the Company's costs and expenses incurred in enforcing this Agreement, whether or not litigation is commenced. Employee acknowledges that enforcement of the provisions of this Paragraph by way of injunctive relief would not prevent Employee from earning a livelihood. (d) The provisions of this Paragraph shall survive the termination of Employee's employment, regardless of the reason for the termination. The provisions of this Paragraph shall be deemed independent of the other provisions of this Agreement and shall be enforceable in all events, notwithstanding the termination of Employee's employment or even a breach by the Company of any provision of this Agreement. 16. Representations and Warranties of Employee. Employee hereby represents and warrants to the Company as follows: (a) Employee's execution and delivery of this Agreement and the performance of his obligations hereunder will not violate or be in conflict with any fiduciary or other duty, instrument, agreement, document, arrangement or other understanding to which Employee is a party or by which he is or may be bound or subject; and 8 (b) Employee is not a party to any instrument, agreement, document, arrangement or other understanding with any person (other than the Company) requiring or restricting the use or disclosure of any confidential information or the provision of any employment, consulting or other services. 17. Other Post-Employment Obligations. (a) Company Property. All records, files, lists, including computer generated lists, documents, computers, computer software programs, equipment, telephones, telephone numbers, and similar items relating to the Company's business that Employee shall prepare or receive from the Company shall remain the Company's sole and exclusive property. Upon termination of this Agreement, Employee shall promptly return to the Company all property of the Company in his possession. Employee further represents that he will not copy or cause to be copied, print out or cause to be printed out any software, documents or other materials originating with or belonging to the Company. Employee additionally represents that, upon termination of his employment with the Company, he will not retain in his possession any such software, documents or other materials. (b) Cooperation. Employee agrees that both during and after his employment he shall, at the request of the Company, render all assistance and perform all lawful acts that the Company considers necessary or advisable in connection with any litigation involving the Company or any director, officer, employee, shareholder, agent, representative, consultant, customer or vendor of the Company. (c) The provisions of this Paragraph shall survive the termination of Employee's employment, regardless of the reason for the termination. The provisions of this Paragraph shall be deemed independent of the other provisions of this Agreement and shall be enforceable in all events, notwithstanding the termination of Employee's employment or even a breach by the Company of any provision of this Agreement. 9 18. Arbitration. Any and all disputes arising under or relating to the interpretation or application of this Agreement or concerning Employee's employment with the Company or termination thereof, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 1981, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Missouri Human Rights Act, the Missouri Service Letter Law, and any other federal, state, or local law, and the common law of contract or tort, shall be subject to arbitration in St. Louis County, Missouri, under the then existing rules of the American Arbitration Association. Judgment upon the award rendered may be entered in any court of competent jurisdiction. Nothing contained in this Paragraph shall limit the right of the Company to enforce by court injunction or other equitable relief the Employee's obligations under this Agreement, including but not limited to those under Paragraphs 15 and 17 of this Agreement. 19. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Missouri, without regard to the conflicts of law rules thereof. 20. Jurisdiction. Each of the parties hereto hereby irrevocably consents and submits to the jurisdiction of the Circuit Court of St. Louis County, Missouri, and of the United States District Court for the Eastern District of Missouri in connection with any suit, action or other proceeding concerning the interpretation or application of this Agreement, Employee's employment with the Company or termination thereof, or enforcement of Paragraphs 15 or 17 of this Agreement. Employee waives and agrees not to assert any defense that the court lacks jurisdiction, that venue is improper, that the forum is inconvenient, or otherwise. 21. Successors and Assigns. Neither this Agreement, nor any of Employee's rights, powers, duties or obligations hereunder, may be assigned by Employee. This Agreement shall 10 be binding upon and inure to the benefit of Employee and his heirs and legal representatives and the Company and its successor and assigns. 22. Waiver. Any waiver or consent from the Company with respect to any term or provision of this Agreement or any other aspect of Employee's conduct or employment shall be effective only in the specific instance and for the specific purpose for which given and shall not be deemed, regardless of frequency given, to be a further or continuing waiver or consent. The failure or delay of the Company at any time or times to require performance of, or to exercise any of its powers, rights or remedies with respect to, any term or provision of this Agreement or any other aspect of Employee's conduct or employment shall not in any manner (except as otherwise expressly provided herein) affect the Company's right at a later time to enforce any such term or provision. 23. Notices. All notices under this Agreement must be in writing and shall be deemed to have been duly given if delivered by hand or mailed by first class mail, registered mail, return receipt requested, postage and registry fees prepaid, to the applicable party and addressed as follows: (a) The Company: Bakers Footwear Group, Inc. 2815 Scott Avenue St. Louis, Missouri 63103 Attention: Chairman and Chief Executive Officer (b) Employee: Larry Spanley 2153 Avalon View Drive Fenton, MO 63026 Addresses may be changed by notice in writing signed by the addressee. 11 24. Amendment. No amendment or modification of this Agreement shall be valid or effective, unless in writing and signed by the parties to this Agreement. 25. Entire Agreement. (a) This Agreement embodies the entire agreement of the parties hereto with respect to its subject matter and merges with and supersedes all prior discussions, agreements, commitments or understandings or every kind and nature relating thereto, whether oral or written, between Employee and the Company including the severance agreement from 1997; provided, however, that nothing in this Agreement supersedes the Company's Class C Stock Option Agreement. Neither party shall be bound by any term or condition other than as is expressly set forth herein. (b) Employee represents and agrees that he fully understands his right to discuss all aspects of this agreement with his private attorney, that to the extent he desired, he availed himself of this right, that he has carefully read and fully understands all of the provisions of the Agreement, that his decision to execute this Agreement has not been obtained by any duress and that he has read this document in its entirety and fully understands the meaning, intent and consequences of this Agreement. (The rest of this page left intentionally blank) 12 IN WITNESS WHEREOF, the parties have executed this Agreement on the date first hereinabove set forth. THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION, WHICH MAY BE ENFORCED BY THE PARTIES. COMPANY: EMPLOYEE: BAKERS FOOTWEAR GROUP, INC. By: /s/ Peter Edison /s/ Lawrence L. Spanley, Jr. ------------------------------ ------------------------------ Peter Edison Lawrence L. Spanley, Jr. Title: Chairman and Chief Executive Officer L. Spanley 13 [Exhibit A, Competitors of the Company, Omitted. The Registrant undertakes to furnish a supplemental copy of such exhibit to the SEC upon request.] EX-10.30 14 c80714a4exv10w30.txt AMENDMENT TO SOFTWARE LICENSE AGREEMENT EXHIBIT 10.30 AMENDMENT TO SOFTWARE LICENSE AGREEMENT AND SOFTWARE SUPPORT AGREEMENT THIS AGREEMENT (the "Amendment"), is made as of June 4, 1999, (the "Effective Date") by and between JDA SOFTWARE, INC., an Arizona Corporation ("JDA") and WEISS & NEUMAN, a Missouri corporation ("Licensee"). RECITALS A. JDA and Licensee have previously entered into a Software License Agreement, dated June 3, 1999 (the "License Agreement"). B. JDA and Licensee have previously entered into a Software Support Agreement, dated June 3, 1999 (the "Support Agreement"). C. JDA and Licensee now desire to amend the License Agreement to provide Licensee with additional software products on similar terms as the software products licensed to Licensee in the License Agreement and to amend the Support Agreement to provide Licensee with maintenance for the additional software products which will be licensed. NOW, THEREFORE, in consideration of the foregoing recitals, the execution of the License Agreement and Support Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree: AGREEMENT I. The License Agreement is amended as follows: A. SECTION 1.1 "Documentation" shall include the Documentation set forth on Exhibit A-1 herein; B. SECTION 1.3 "Standard Software" and SECTION 1.4, "Module" shall include the modules of Software described on Exhibit A-1. ("Additional Modules") C. EXCLUSIONS. Section 6.1 shall not apply to the Additional Modules. D. ADDITIONAL MODULE FEES. Licensee shall pay to JDA Additional Modules Fees in the amount of $324,750.00, plus tax, for use of the Additional Modules for Licensee's internal information processing at the number of users indicated on Exhibit A-1. The Additional Modules Fees shall be due and payable as follows: (a) Fifty percent (50%) of the Additional Modules Fees, plus tax on the entire Additional Modules Fees, shall be due and payable on the Effective Date; and (b) Fifty percent (50%) of the Additional Module Fees shall be due and payable fifty (50) days after the Effective Date. II. The Support Agreement is amended as follows: A. THE EXHIBIT A shall be amended to include Additional Modules. B. SECTION 3.1 shall be amended to provide that Licensee will pay to JDA in advance on the first day of each year the Additional Modules Service Fee, commencing thirty (30) days from the Effective Date of this Amendment and continuing on the first day of each year thereafter. The "Additional Modules Service Fee" will mean (a) for each year of the first thirty-six (36) months for which the Additional Modules Service Fee is payable, an amount equal to twenty percent (20%) multiplied by the Fee paid for the license of the Additional Modules, and (b) during each successive twelve (12) month period (or portion thereof) of this Amendment, the Additional Modules Service Fee will be the Additional Modules Service Fee 1 increased by no more than five (5%) percent. Nothing in this Agreement will prohibit increases in the Additional Modules Service Fee as a result of Licensee's future licenses of additional software. Nothing in this paragraph will affect the Service Fees paid by Licensee under the Support Agreement. III. Capitalized terms used herein and not defined herein shall have their respective meanings assigned to them in the License Agreement and Support Agreement. IV. The License Agreement and the Support Agreement, as amended by this Amendment, shall remain in full force and effect following the execution and delivery of this Amendment. All terms not modified herein shall apply to the Additional Modules as if such were licensed in the License Agreement. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. This Amendment shall be governed by and construed under and pursuant to the laws of the State of Arizona, without regard to its principles of conflicts of laws. V. In the event of a conflict between the terms and conditions of this Amendment and the terms and conditions of the License Agreement, or Support Agreement, the terms and conditions of this Amendment shall control. IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Amendment, and it shall be effective, as of the Effective date. WEISS & NEUMAN JDA SOFTWARE, INC. Signature /s/ Lawrence L. Spanley Jr. Signature /s/ James D. Armstrong --------------------------- ---------------------- Name Lawrence L. Spanley Jr. Name James D. Armstrong --------------------------------- --------------------------- Title Vice President -- Finance Title Co-Chief Executive Officer ------------------------------- -------------------------- Date 6/7/99 Date -------------------------------- --------------------------- 2 [Exhibit A-1 Additional Modules, omitted. The Registrant undertakes to furnish supplementally a copy of such omitted exhibit to the Commission upon request.] EX-10.31 15 c80714a4exv10w31.txt FORM OF FINANCIAL ADVISOR AGREEMENT EXHIBIT 10.31 [RYAN BECK & CO., INC. LETTERHEAD] ____________, 2004 Bakers Footwear Group, Inc. 2815 Scott Avenue St. Louis, Missouri 63103 Ladies and Gentlemen: This letter, when executed by the parties hereto, will constitute an agreement between Bakers Footwear Group, Inc., a Missouri corporation (the "Company"), and Ryan Beck & Co., Inc. ("RBCO"), pursuant to which the Company agrees to retain RBCO and RBCO agrees to be retained by the Company under the terms and conditions set forth below. 1. The Company hereby retains RBCO to render consulting advice to the Company as an investment banker relating to financial and similar matters. In this regard, subject to the terms and conditions set forth herein, RBCO shall furnish to the Company advice and recommendations with respect to such aspects of the business and affairs of the Company as the Company shall, from time to time, reasonably request upon reasonable notice. 2. This Agreement shall be effective for a period of two (2) years commencing ___________, 2004 (the "Term"). RBCO may terminate this Agreement upon ten (10) days prior written notice to the Company. Paragraphs 5, 14, 15 and 16 shall survive the expiration or termination of this Agreement under all circumstances. 3. During the Term of this Agreement, RBCO will provide the Company with such regular and customary consulting advice as is reasonably requested by the Company, provided that RBCO shall not be required to undertake duties not reasonably within the scope of the consulting advisory service contemplated by this Agreement. In performance of these duties, RBCO shall provide the Company with the benefits of its best judgment and efforts. It is understood and acknowledged by the parties that the value of RBCO's advice is not measurable in any quantitative manner, and that RBCO shall be obligated to render advice, upon the request of the Company, in good faith, but shall not be obligated to spend any specific amount of time in doing so. RBCO shall act in the following capacities in any of the following transactions (each a "Transaction" and, collectively, the "Transactions") entered into or contemplated by the Company throughout the Term hereof: (A) Mergers and Acquisitions: Financial advisor in connection with any purchase or sale of assets or stock, merger, acquisition, business combination, joint venture or other strategic transaction (it is understood that the purchase of the assets constituting 15 stores or store locations or less and less than $2 million in value is not included in the foregoing). (B) Capital Raising: Sole or lead managing underwriter or placement agent in connection with any public or private offering of securities or other capital markets financing. (C) Warrant Exercise Programs: Agent in connection with the exercise of warrants or options in the Company. (D) Self-Tenders: Dealer manager with respect to any self-tender offer by the Company. 4. The Company acknowledges that RBCO and its affiliates are in the business of providing financial service and consulting advice (of all types contemplated by this Agreement) to others. Nothing contained in this Agreement shall be construed to limit or restrict the right of RBCO or its affiliates, to be a partner, director, officer, employee, agent or representative of, or to engage in, any other business, whether of a similar nature or not, nor to limit or restrict the right of RBCO to render services or advice of any kind to any other corporation, firm, individual or association. 5. RBCO's compensation for its services hereunder shall be determined by agreement between the Company and RBCO on the basis of compensation customarily paid to financial advisors, underwriters or placement agents in similar transactions provided that RBCO's compensation in connection with a transaction described in Section 3(A) (mergers and acquisitions) shall be not less than 2% of the Total Consideration (as defined below) in such transaction, and Section 3(B) (capital raising) shall be not less than 7% for equity or securities convertible into equity and 4% for all other securities; provided, however, that no compensation shall be paid to RBCO in connection with a transaction in which (i) there is no underwriter and (ii) the persons set forth on Schedule 5 do not participate. "Total Consideration" shall mean anything of value received (or given, as the case may be) by the Company, its security holders and its employees, including assumption of debt. Non-cash consideration shall be valued as follows: (i) in the case of an exchange of securities in a transaction in which the number of securities of the acquirer to be received will vary in a manner designed to produce a fixed value to be received in exchange for each security of the target company, the number of securities of the target company exchanged in such transaction, shall be multiplied by the value per share specified in the agreement between the target company and the acquirer; (ii) in the case of an exchange of securities in a transaction in which the number of securities of the acquirer to be received in exchange for each security of the acquired company is fixed and the value of such securities may vary, (x) for securities traded on a national securities exchange, the average closing sale price (or, if no closing sale price is reported, the last reported sale price) of the securities for the twenty (20) full trading days ending on the fifth trading day prior to the closing of the transaction, shall be multiplied by the number of securities of the acquirer to be issued upon exchange of the target company's securities in the transaction, and (y) for securities quoted by a national quotation service, the average of the closing bid and ask prices of the securities for a period of twenty (20) full trading days ending on the fifth trading day prior to the closing of the transaction, shall be multiplied by the number of securities of the acquirer to be issued in the transactions; and (iii) for any other securities, the value shall be reasonably determined by RBCO and the Company, provided, that if such securities are promissory notes, the securities shall be valued at face value. 6. The Company, upon receipt of appropriate supporting documentation, shall reimburse RBCO for any and all reasonable out-of-pocket expenses incurred by RBCO in 2 connection with services requested by the Company to be rendered by RBCO to the Company pursuant to this Agreement, including, but not limited to, hotel, food and associated expenses, all charges for travel and long-distance telephone calls and all other expenses incurred by RBCO in connection with services requested by the Company to be rendered by RBCO to the Company pursuant to this Agreement. In the event such expenses are incurred by RBCO while RBCO is contemporaneously providing its services to the Company and any other clients(s) of RBCO, such expenses shall be allocated appropriately among RBCO's clients. Expenses payable under this Section 6 shall not include allocable overhead expenses of RBCO, including, but not limited to, attorneys' fees, secretarial charges and rent. 7. In connection with RBCO's activities on behalf of the Company, the Company will furnish RBCO with all financial and other information regarding the Company that RBCO reasonably believes appropriate to its assignment (all such information so furnished by the Company, whether furnished before or after the date of this Agreement, being referred to herein as the "Information"). The Company will provide RBCO with access to the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants for the Company. The Company recognizes and agrees that RBCO: (i) will use and rely primarily on the Information and information available from generally recognized public sources in performing the services contemplated by this Agreement without independently verifying the information or such other information; (ii) does not assume responsibility for the accuracy of the Information or such other information; and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors. 8. The Company acknowledges that all advice (written or oral) given by RBCO to the Company is intended solely for the benefit and use of the Company. Other than to the extent required to be reflected in Board and committee meeting minutes, or as required by applicable law (including, without limitation, securities laws) no advice (written or oral) of RBCO hereunder shall be used, reproduced, disseminated, quoted or referred to at any time, in any manner, or for any purpose, nor shall any public references to RBCO be made by the Company (or such persons), without the prior written consent of RBCO. 9. No person or entity, other than the Company or any of its subsidiaries, shall be entitled to make use of or rely upon the advice of RBCO to be given hereunder, and the Company shall not transmit such advice to others (except legal counsel and accountants retained by the Company to evaluate the transaction), or encourage or facilitate the use of or reliance upon such advice by others, without the prior written consent of RBCO. 10. It is understood that RBCO, solely with respect to services rendered under this Agreement, makes no commitment whatsoever to make a market in the securities of the Company or to recommend or advise its clients to purchase the securities of the Company. Research reports or corporate finance reports that may be prepared by RBCO will, when and if prepared, be done solely on the merits or judgment of analysts of RBCO or senior corporate finance personnel of RBCO. 11. The use of RBCO's name in any annual report or other report of the Company, or any release or similar document prepared by or on behalf of the Company, must have the prior written approval of RBCO unless the Company is required by law to include RBCO's name in 3 such annual report, other report or release, in which event RBCO will be furnished with a copy of such annual report, other report or release using RBCO's name in advance of publication by or on behalf of the Company. 12. Should any purchases of securities be requested to be effected through RBCO by the Company, its officers, directors, employees or other affiliates, or by any person on behalf of any profit sharing, pension or similar plan of the Company, for the account of the Company or the individuals or entities involved, such orders shall be taken by a registered account executive of RBCO, shall not be subject to the terms of this Agreement, and the normal brokerage commission as charged by RBCO will apply in conformity with all rules and regulations of the New York Stock Exchange, the National Association of Securities Dealers, Inc. or such other regulatory bodies as shall have jurisdiction with respect to such transactions. Where no regulatory body sets the fee, the normal established fee as used by RBCO shall apply. 13. The Company acknowledges that the Company engaged RBCO to serve as the financial advisor to the Company with respect to the proposed public offering (the "Offering") of common equity securities for the Company for the period commencing on October 12, 2001 and ending on June 30, 2004 (the "Offering Engagement Period"). The Company acknowledges that the efforts of RBCO in connection with the Offering are of substantial assistance to the Company in enabling it to access the capital markets. Therefore, if the Offering is not consummated during the Offering Engagement Period and, (subject to the proviso at the end of this sentence and the final sentence of this Section 13, as applicable) during the twenty four (24) month period following termination of the Offering Engagement Period, the Company completes a similar offering of its securities in lieu of the Offering, or any person introduced to the Company by RBCO during the Offering Engagement Period purchases securities from the Company, or enters into any Transaction with the Company, the Company shall pay RBCO upon the closing of such transaction, a cash fee in consideration of RBCO's efforts in lieu of the amount that would otherwise have been payable to RBCO had such transaction occurred during the Offering Engagement Period; provided, however, that in the event that RBCO breaches the Underwriting Agreement referred to in Section 22 of this Agreement, the Company's obligations to RBCO pursuant to this Section 13 shall terminate and be of no further force or effect, and no such fee shall be owed to RBCO in connection with or related to any subsequent offering, purchase or other transaction. In the case of a purchase of securities by any person introduced to the Company by RBCO, such cash fee will equal 7% of the price paid for the equity securities or securities convertible or exchangeable into equity securities and 5% of the price paid for the debt securities by such person; in the case of a purchase of securities by other persons, the cash fee will equal 3% of the price paid; and in the case of a sale or purchase of assets or stock by, or a merger, acquisition, joint venture or other strategic transaction with any person introduced to the Company by RBCO, such cash fee will equal 2% of the Total Consideration paid or received by such person or its shareholders. Notwithstanding the foregoing, to the extent RBCO is unable to complete the Offering during the Offering Engagement Period, on terms acceptable to the Company, and another investment bank is ultimately able to do so (whether during the Offering Engagement Period or at any time during the twenty four (24) month period following termination of the Offering Engagement Period), on terms significantly better than the terms of the Offering proposed by RBCO, RBCO will not receive compensation relating to that offering. 14. RBCO will hold in confidence any confidential information which the Company provides or has provided to RBCO pursuant to this Agreement or otherwise in connection with the Offering which is designated as being confidential. Notwithstanding the foregoing, RBCO shall not be required to maintain confidentiality with respect to information: (i) which is or becomes part of the public domain not due to the breach of this agreement by RBCO; (ii) of which it had independent knowledge prior to disclosure; (iii) which comes into the possession of RBCO in the normal and routine course of its own business from and through independent non-confidential sources; or (iv) which is required to be disclosed by RBCO by governmental requirements. 15. Nothing in this Agreement shall be construed to limit the ability of RBCO or its affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationships with, entities other than the Company, notwithstanding that such entities may be engaged in a business which is similar to or competitive with the business of the Company, and notwithstanding that such entities may have actual or potential operations, products, services, plans, ideas, customers or supplies similar or identical to the Company's, or may have been identified by the Company as potential merger or acquisition targets or potential candidates for some other business combination, cooperation or relationship. The Company expressly acknowledges and agrees that it does not claim any proprietary interest in the identity of any other entity in its industry or otherwise, and that the identity of any such entity is not confidential information. 4 16. The Company agrees to indemnify RBCO and its controlling persons, representatives and agents in accordance with the indemnification provisions set forth in Appendix I, and agrees to the other provisions of Appendix I, which is incorporated herein by this reference, regardless of whether a Transaction consummated. 17. The Company acknowledges and agrees that it is a sophisticated business enterprise and that RBCO has been retained pursuant to this Agreement to act as financial advisor to the Company solely with respect to the matters set forth herein. In such capacity, RBCO shall act as an independent contractor, and any duties of RBCO arising out of its engagement pursuant to this Agreement shall be contractual in nature and shall be owed solely to the Company. Each party disclaims any intention to impose any fiduciary duty on the other. 18. This Agreement does not and will not constitute any agreement, commitment or undertaking, express or implied on the part of RBCO or any affiliate to purchase or to sell any securities or to provide any financing and does not ensure the successful arrangement or completion of any Transaction. 19. Every provision of this Agreement is intended to be severable. If any term or provision hereof is deemed unlawful or invalid for any reason whatsoever, such unlawfulness or invalidity shall not affect the validity of the remainder of this Agreement. 20. Any notice or other communication between the parties hereto shall be sent by certified or registered mail, postage prepaid, if to the Company, addressed to it at Attention: Peter Edison, 2815 Scott Avenue, St. Louis, Missouri 63103, President and Chief Executive Officer, with a copy to Bryan Cave LLP, One Metropolitan Square, 211 North Broadway, Suite 3600, St. Louis, Missouri 63102, Attention: J. Mark Klamer, Esq. or, if to RBCO, addressed to it at 650 Madison Avenue, New York, NY 10022, Attention: Michael J. Kollender, Managing Director, with a copy to Greenberg Traurig, P.A., 1221 Brickell Avenue, Miami, Florida 33131, Attention: Fern S. Watts, Esq., or to such address as may hereafter be designated in writing by one party to the other. Such notice or other communication shall be deemed to be given on the date of receipt. 21. If, during the term hereof, RBCO shall cease to do business, the provisions hereof relating to the duties of RBCO and compensation by the Company as it applies to RBCO shall thereupon cease to be in effect, except for the Company's obligation of payment for services rendered prior thereto. This Agreement shall survive any merger of, acquisition of, or acquisition by RBCO and, after any such merger or acquisition, shall be binding upon the Company and the corporation surviving such merger or acquisition. 5 22. This Agreement together with the Underwriting Agreement, dated as of the date hereof, embodies the entire agreement and understanding between the Company and RBCO and supersedes any and all negotiations, prior discussions and preliminary and prior agreements and understandings related to the central subject matter hereof. 23. This Agreement has been duly authorized, executed and delivered by and on behalf of the Company and RBCO. 24. This Agreement shall be construed and interpreted in accordance with laws of the State of New York applicable to contracts executed and to be wholly performed therein without giving effect to conflict of laws, rules or principles. Any dispute hereunder shall be brought in a court in the State of New York. 25. This Agreement and the rights hereunder may not be assigned by either party (except by operation of law) and shall be binding upon and inure to the benefit of the parties and their respective successors, assigns and legal representatives. 26. This Agreement may be modified or amended, or its provisions waived, only by an instrument in writing signed by the person or persons against whom enforcement of this modification, amendment or waiver is sought. 27. It is understood and agreed that failure or delay by either the Company or RBCO in exercising any right, power or privilege hereunder shall not operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder. 28. EACH OF RBCO AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS AGREEMENT. 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above. BAKERS FOOTWEAR GROUP, INC. By: ---------------------------------- Name: Peter A. Edison Title: Chairman and Chief Executive Officer RYAN BECK & CO., INC By: ---------------------------------- Name: Michael J. Kollender Title: Managing Director 7 SCHEDULE 5 Special Situations Private Equity Fund, L.P. Special Situations Cayman Fund, L.P. Special Situations Fund III, L.P. The Crown Advisors, LLC Crown Investment Partners, LP SWB Holdings, Inc. 8 APPENDIX I The Company agrees to indemnify and hold harmless RBCO, its officers and employees, each of its directors, its affiliates (as defined in Rule 405 under Securities Act of 1933, as amended (the "Securities Act")) and each person, if any, who controls RBCO within the meaning of the Securities Act (RBCO and each such person being an "Indemnified Party") from and against any loss, claim, damage or liability, joint or several (or any actions, including shareholder actions, in respect thereof), to which such Indemnified Party may become subject under the Securities Act or any applicable federal or state law, or otherwise, which are related to or result from the performance by RBCO of the services contemplated by or the engagement of RBCO pursuant to, this Agreement and will promptly reimburse any Indemnified Party for all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense arising from any threatened or pending claim, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by the Company. The Company will not be liable to any Indemnified Party under the foregoing indemnification and reimbursement provisions, (i) for any settlement by an Indemnified Party effected without its prior written consent (not to be unreasonably withheld); or (ii) to the extent that any loss, claim, damage or liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from RBCO's willful misconduct or gross negligence. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or its security holders or creditors related to or arising out of the engagement of RBCO pursuant to, or the performance by RBCO of the services contemplated by, this Agreement except to the extent that any loss, claim, damage or liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from RBCO's willful misconduct or gross negligence. Promptly after receipt by an Indemnified Party of notice of any intention or threat to commence an action, suit or proceeding or notice of the commencement of any action, suit or proceeding, such Indemnified Party will, if a claim in respect thereof is to be made against the Company pursuant hereto, promptly notify the Company in writing of the same. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company of the commencement thereof, the Company shall be entitled to participate therein and, to the extent that it wishes, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party may employ counsel to participate in the defense of any such action provided, that the employment of such counsel shall be at the Indemnified Party's own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advise of counsel to the Indemnified Party) that there may be legal defenses available to it or other Indemnified Parties that are different from or in addition to those available to the Company, or that a conflict or potential conflict exists (based upon advise of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or 9 inadvisable for counsel to the Indemnifying Party to conduct the defense of both the Company and the Indemnified Party (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company required to pay fees and expenses for more than one firm of attorneys representing Indemnified Parties unless the defense of the one Indemnified Party is unique or separate from that of another Indemnified Party subject to the same claim or action. Any failure or delay by an Indemnified Party to give the notice referred to in this paragraph shall not affect such Indemnified Party's right to be indemnified hereunder, except to the extent that such failure or delay causes actual harm to the Company, or prejudices its ability to defend such action, suit or proceeding on behalf of such Indemnified Party. If the indemnification provided for in this Agreement is for any reason held unenforceable by an Indemnified Party, the Company agrees to contribute to the losses, claims, damages and liabilities for which such indemnification is held unenforceable (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and RBCO on the other hand, of the Transactions as contemplated whether or not the Transactions are consummated or, (ii) if (but only if) the allocation provided for in clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company, on the one hand, and RBCO, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received by the Company, on the one hand, and RBCO, on the other, of the Transactions as contemplated shall be deemed to be in the same proportion as the total value received or contemplated to be received by the Company or its shareholders, as the case may be, as a result of or in connection with the Transactions bear to the fees paid or to be paid to RBCO under this Agreement. Notwithstanding the foregoing, the Company expressly agrees that RBCO shall not be required to contribute any amount in excess of the amount by which fees paid RBCO hereunder (excluding reimbursable expenses), exceeds the amount of any damages which RBCO has otherwise been required to pay. The Company agrees that without RBCO's prior written consent, which shall not be unreasonably withheld, it will not settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification could be sought under the indemnification provisions of this Agreement (in which RBCO or any other Indemnified Party is an actual or potential party to such claim, action, suit or proceeding), unless such settlement, compromise, consent or judgment includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action, suit or proceeding. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company in which such Indemnified Party is not named as a defendant, the Company agrees to promptly reimburse RBCO on a monthly basis 10 for all expenses incurred by it in connection with such Indemnified Party's appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. In addition to any reimbursed fees, expenses or costs outlined hereunder, RBCO shall also receive from the Company cash compensation of $2,000.00 per person, per day, plus reasonable out-of-pocket expenses and costs should RBCO be required to provide testimony in any formal or informal proceeding regarding the Company in which RBCO is not named as a defendant. If multiple claims are brought with respect to at least one of which indemnification is permitted under applicable law and provided for under this Agreement, the Company agrees that any judgment award shall be conclusively deemed to be based on claims as to which indemnification is permitted and provided for, except to the extent the judgment award expressly states that it, or any portion thereof, is based solely on a claim as to which indemnification is not available. 11 EX-23.1 16 c80714a4exv23w1.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 Consent of Independent Auditors We consent to the reference to our firm under the captions "Experts", "Summary Financial Information", and "Selected Historical Financial Information" and to the use of our report dated February 25, 2003 (except for the second paragraph of Note 8, the sixteenth paragraph of Note 13, the first paragraph of Note 18, as to which the date is April 8, 2003, the second paragraph of Note 18, as to which the date is November 26, 2003, the fourth paragraph of Note 18, as to which the date is December 1, 2003, and the third paragraph of Note 9 and the third paragraph of Note 18, as to which the date is January 2, 2004), in the Registration Statement (Amendment No. 4 to Form S-1 No. 333-86332) and the related Prospectus of Bakers Footwear Group, Inc, for the registration of 1,750,000 shares of its common stock. /s/ Ernst & Young LLP St. Louis, Missouri January 18, 2004 GRAPHIC 18 c80714a4bakera.gif GRAPHIC begin 644 c80714a4bakera.gif M1TE&.#EA5`$]`/?_`/___P@AUH24 MO<[.QL;.WKV]K5IKI>?GYP`````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` 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EX-1.1

                                                                     EXHIBIT 1.1


                                2,012,500 SHARES

                           BAKERS FOOTWEAR GROUP, INC.

                                  COMMON STOCK

                             UNDERWRITING AGREEMENT


                              [           ], 2004


Ryan Beck & Co., Inc.
BB&T Capital Markets
  as Representatives of the Underwriters
c/o Ryan Beck & Co., Inc.
650 Madison Avenue
New York, New York  10022


Dear Sirs:

         Bakers Footwear Group, Inc., a Missouri corporation (the "Company"),
proposes to issue and sell to the Underwriters named in Schedule A hereto (the
"Underwriters"), for whom Ryan Beck & Co., Inc. ("Ryan Beck") and BB&T Capital
Markets, a Division of Scott & Stringfellow, Inc. ("BB&T") are acting as
representatives (Ryan Beck and BB&T are, collectively, the "Representatives"),
an aggregate of 1,750,000 shares (the "Firm Shares") of the Common Stock, par
value $.0001 per share (the "Common Stock"), of the Company. In addition, for
the sole purpose of covering over-allotments in connection with the sale of the
Firm Shares, the Company proposes to issue and sell to the Underwriters, at the
Underwriters' option, up to an additional 262,500 shares of Common Stock (the
"Option Shares") as set forth herein. The term "Shares" as used herein, unless
otherwise indicated, shall mean the Firm Shares and the Option Shares.

         The Company also proposes to issue and sell to the Representatives
warrants (the "Warrants") pursuant to the Representatives' Warrant Agreement
among the Company and the Representatives (the "Warrant Agreement") for the
purchase of an additional aggregate 175,000 shares of Common Stock. The shares
of Common Stock issuable upon exercise of the Warrants are hereinafter referred
to as the "Representatives' Shares." The Firm Shares, the Option Shares, the
Warrants and the Representatives' Shares (collectively, the "Securities") are
more fully described in the Registration Statement and the Prospectus referred
to below.

         SECTION 1. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY.
The Company represents and warrants to, and agrees with, each of the
Underwriters as of the date hereof, and as of the First Closing Date (as defined
in Section 3(a) below) and the Option Closing Date (as defined in Section 3(b)
below), if any, as follows:




         (a) The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement, and an amendment or amendments
thereto, on Form S-1 (File No. 333-86332) including any related preliminary
prospectus (the "Preliminary Prospectus") for the registration of the Securities
under the Securities Act of 1933, as amended (the "Securities Act"), which
registration statement and amendment or amendments thereto have been prepared by
the Company in conformity with the requirements of the Securities Act and the
rules and regulations (the "Rules and Regulations") of the Commission under the
Securities Act. Copies of such registration statement and each of the amendments
thereto have been delivered by the Company to the Underwriters. As used in this
Agreement, "Effective Time" means the date and the time as of which such
registration statement, or the most recent post-effective amendment thereto, if
any, was declared effective by the Commission; "Effective Date" means the date
of the Effective Time; "Preliminary Prospectus" means each prospectus included
in such registration statement, or amendments thereof, before it became
effective under the Securities Act and any prospectus filed with the Commission
by the Company with the consent of the Underwriters pursuant to Rule 424(a) of
the Rules and Regulations; "Registration Statement" means such registration
statement, as amended at the Effective Time, including all information contained
in the Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules
and Regulations and deemed to be a part of the Registration Statement as of the
Effective Time pursuant to Rule 430A of the Rules and Regulations; and
"Prospectus" means the prospectus in the form first used to confirm sales of
Shares. If the Company has filed an abbreviated registration statement to
register additional shares of Common Stock pursuant to Rule 462(b) under the
Securities Act (the "Rule 462 Registration Statement"), then any reference
herein to the term "Registration Statement" shall be deemed to include such Rule
462 Registration Statement. Neither the Commission nor any state regulatory
authority has issued any order preventing or suspending the use of any
Preliminary Prospectus or the Registration Statement or any part of any thereof
and no proceedings for a stop order suspending the effectiveness of the
Registration Statement or any of the Company's securities have been instituted
or are pending or to the Company's knowledge, threatened.

         (b) The Registration Statement conforms, and the Prospectus and any
further amendments or supplements to the Registration Statement or the
Prospectus will, when they become effective or are filed with the Commission, as
the case may be, conform to the requirements of the Securities Act and the Rules
and Regulations and do not and will not, as of the applicable effective date (as
to the Registration Statement and any amendment thereto) and as of the
applicable filing date (as to the Prospectus and any amendment or supplement
thereto) contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in light of the circumstances under
which they were made) not misleading; provided that no representation or
warranty is made as to information contained in or omitted from the Registration
Statement or the Prospectus in reliance upon and in conformity with written
information furnished to the Company by or on behalf of the Underwriters
specifically for inclusion therein as set forth in Section 9(f) of this
Agreement.

         (c) The Company (i) has been duly incorporated and is validly existing
as a corporation in good standing under the laws of its jurisdiction of
incorporation, (ii) is duly


                                       2



qualified to do business and is in good standing as a foreign corporation in
each jurisdiction in which its ownership or lease of property or conduct of
business requires such qualification and (iii) has all power and authority
necessary to own, lease or hold its properties and to conduct the business in
which it is engaged.

         (d) On the Closing Date, the Company will have a duly authorized,
issued and outstanding capitalization as set forth in the Prospectus, under
"Capitalization" and "Description of Capital Stock" and will have the adjusted
capitalization set forth therein on the Closing Date and the Option Closing
Date, if any, based upon the assumptions set forth therein, and the Company is
not a party to or bound by any instrument, agreement or other arrangement
providing for it to issue any capital stock, rights, warrants, options or other
securities, except for this Agreement, the Warrant Agreement and as described in
the Prospectus. The Securities and all other securities issued and outstanding
or issuable by the Company conform or, when issued and paid for in accordance
with and pursuant to this Agreement, will conform to all statements with respect
thereto contained in the Registration Statement and the Prospectus. All issued
and outstanding securities of the Company have been duly authorized and validly
issued and are fully paid and nonassessable and the holders thereof have no
rights of rescission with respect thereto, and are not subject to personal
liability by reason of being such holders; and none of such securities were
issued in violation of the preemptive rights of any holders of any security of
the Company or similar contractual rights granted by the Company. The Securities
are not and will not be subject to any preemptive or other similar rights of any
shareholder, have been duly authorized and, when issued, paid for and delivered
in accordance with the terms hereof (or, with respect to the Warrants and the
Representatives' Shares, the terms of the Warrant Agreement), will be validly
issued, fully paid and nonassessable and will conform to the description thereof
contained in the Prospectus; the holders thereof will not be subject to any
liability solely by reason of being such holders; all corporate action required
to be taken for the authorization, issue and sale of the Securities has been
duly and validly taken; and the certificates representing the Securities, if
any, will be in due and proper form. Upon the issuance and delivery pursuant to
the terms hereof of the Securities hereunder (or, with respect to the Warrants
and the Representatives' Shares, the terms of the Warrant Agreement), the
Underwriters will acquire good and marketable title to such Securities free and
clear of any lien, charge, claim, encumbrance, pledge, security interest, defect
or other restriction or equity of any kind whatsoever.

         (e) This Agreement and the Warrant Agreement have been duly authorized,
executed and delivered by the Company and constitute the legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their respective terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law), and except insofar as the indemnification and contribution provisions
hereof may be limited by considerations of public policy.

         (f) The Company has all requisite power and authority to execute,
deliver and perform its obligations under this Agreement, the Warrant Agreement
and the Warrants.


                                       3



         (g) The execution, delivery and performance of this Agreement, the
Warrant Agreement and the Warrants by the Company and the consummation of the
transactions contemplated hereby and thereby will not conflict with or result in
a breach or violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement, lease or
other agreement or instrument to which the Company is a party or by which the
Company is bound or to which any of the property or assets of the Company is
subject (except as disclosed in or contemplated by the Prospectus), nor will
such actions result in any violation of the provisions of (i) the articles of
incorporation (or other equivalent organizational document) or by-laws (or other
equivalent organizational document) of the Company as in effect on the Closing
Date or (ii) any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any of its
properties or assets. Except for the registration of the Securities under the
Securities Act and such consents, approvals, authorizations, registrations or
qualifications as may be required under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and applicable state or foreign securities laws or
by the National Association of Securities Dealers, Inc. (the "NASD") in
connection with the purchase and distribution of the Shares by the Underwriters,
no consent, approval, authorization or order of, or filing or registration with,
any such court or governmental agency or body is required for the execution,
delivery and performance of this Agreement or the Warrant Agreement by the
Company and the consummation of the transactions contemplated hereby and
thereby.

         (h) The Company does not have any direct or indirect ownership interest
by stock ownership or otherwise in any other corporation, limited liability
company, partnership, joint venture, firm, association or business enterprise.

         (i) Except as set forth in or as otherwise contemplated by the
Prospectus, there are no contracts, agreements or understandings between the
Company and any person granting such person the right (other than rights which
have been waived or satisfied) to require the Company to file a registration
statement under the Securities Act with respect to any securities of the Company
owned or to be owned by such person or to require the Company to include such
securities in the securities registered pursuant to the Registration Statement
or in any securities being registered pursuant to any other registration
statement filed by the Company under the Securities Act.

         (j) Except as set forth in the Registration Statement, the Company has
not sold or issued any securities during the six-month period preceding the date
of the Prospectus, including any sales pursuant to Rule 144A under, or
Regulations D or S of, the Securities Act other than securities issued pursuant
to employee benefit plans, stock option plans or other employee compensation
plans or pursuant to outstanding options, rights or warrants.


         (k) The Company has caused each officer, director and holder of shares
of Common Stock and securities exchangeable or exercisable for or convertible
into shares of Common Stock of the Company, to execute legally binding and
enforceable agreements substantially in the form of Exhibit A hereto (such
executed agreements being referred to as the "Lock-Up Agreements").



                                       4



         (l) The Company has not sustained, since the date of the latest audited
financial statements included in the Prospectus, any material loss or
interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectus; and, since such date, there has not been any
material change in the capital stock or long-term debt of the Company or any
material adverse change, or any development involving a prospective material
adverse change, in or affecting the management, financial position,
shareholders' equity, results of operations, business or prospects of the
Company, otherwise than as set forth or contemplated in the Prospectus.

         (m) The financial statements (including the related notes and
supporting schedules) filed as part of the Registration Statement or included in
the Prospectus present fairly the financial condition and results of operations
of the Company, at the dates and for the periods indicated, and, except as
disclosed in the Prospectus, have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis throughout the
periods involved. The other financial information and data filed as part of the
Registration Statement or included in the Prospectus, including, without
limitation, the financial information and data presented in the sections titled
"Recent [Developments]," "Summary," and "Selected Historical Financial
Information," is fairly presented and prepared on a basis consistent with such
financial statements and the books and records of the Company.

         (n) Ernst & Young, LLP, who have certified certain financial statements
of the Company, whose report is included in the Prospectus and who have
delivered the initial letter referred to in Section 7(e) hereof, are independent
public accountants as required by the Securities Act and the Rules and
Regulations.

         (o) Stone Carlie & Company, LLC, who have delivered the initial letter
referred to in Section 7(e) hereof, are independent public accountants as
required by the Securities Act and the Rules and Regulations.

         (p) The Company has good and marketable title in fee simple to, or
valid and enforceable leasehold estates in, all items of real and personal
property owned or leased by it, in each case free and clear of all liens,
charges, claims, encumbrances, pledges, security interests, defects or other
restrictions or equities of any kind whatsoever, except such as are described in
or contemplated by the Prospectus.

         (q) The Company carries, or is covered by, insurance in such amounts
and covering such risks as is adequate for the conduct of its business and the
value of its properties and as is customary for companies engaged in similar
businesses in similar industries.

         (r) Except as disclosed in the Prospectus, the Company owns or
possesses adequate rights to use all patents, patent applications, trademarks,
service marks, trade names, trademark registrations, service mark registrations,
copyrights and licenses necessary for the conduct of its business as presently
conducted (the "Intellectual Property") and has no reason to believe that the
conduct of its business will conflict with, and has not received any notice of
any claim of conflict with, any such rights of others, in each case except as
could not reasonably be expected to have a


                                       5



material adverse effect on the general affairs, management, condition (financial
or otherwise), shareholders' equity, results of operations, business or
prospects of the Company (a "Material Adverse Effect").

         (s) The Company has taken reasonable security measures to protect the
secrecy, confidentiality and value of its Intellectual Property and other
proprietary information in all respects.

         (t) Except as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company is a party or of which any
property or assets of the Company is the subject which, if determined adversely
to the Company would reasonably be expected to have a Material Adverse Effect;
and, to the best of the Company's knowledge, no such proceedings are threatened
or contemplated by governmental authorities or threatened by others.

         (u) There are no contracts or other documents which are required to be
described in the Prospectus or filed as exhibits to the Registration Statement
by the Securities Act or by the Rules and Regulations which have not been
described in the Prospectus or filed as exhibits to the Registration Statement.

         (v) No relationship, direct or indirect, exists between or among the
Company on the one hand, and the directors, officers, shareholders, customers or
suppliers of the Company on the other hand, which is required to be described in
the Prospectus which is not so described.

         (w) No labor disturbance by the employees of the Company exists or, to
the knowledge of the Company, is imminent.

         (x) The Company is in compliance with all presently applicable
provisions of the Employee Retirement Income Security Act of 1974, as amended,
including the regulations and published interpretations thereunder ("ERISA"); no
"reportable event" (as defined in ERISA) has occurred with respect to any
"pension plan" (as defined in ERISA) for which the Company would have any
material liability; the Company has not incurred and does not expect to incur
liability under (i) Title IV of ERISA with respect to termination of, or
withdrawal from, any "pension plan" or (ii) Sections 412 or 4971 of the Internal
Revenue Code of 1986, as amended, including the regulations and published
interpretations thereunder (the "Code"); and each "pension plan" for which the
Company would have any liability that is intended to be qualified under Section
401(a) of the Code is so qualified and nothing has occurred, whether by action
or by failure to act, which would cause the loss of such qualification.

         (y) The Company has filed all federal, state and local income and
franchise tax returns required to be filed through the date hereof, has paid all
taxes due thereon and has established adequate reserves for such taxes which are
not yet due and payable, and does not have any tax deficiency or claims
outstanding, proposed or assessed against it.

         (z) Since the date as of which information is given in the Prospectus
through the date hereof, and except as may otherwise be disclosed in or
contemplated by the Prospectus, the


                                       6



Company has not (i) issued or granted any securities, (ii) incurred any material
liability or obligation, direct or contingent, other than liabilities and
obligations which were incurred in the ordinary course of business, (iii)
entered into any transaction not in the ordinary course of business or (iv)
declared or paid any dividend on its capital stock.

         (aa) The Company (i) makes and keeps accurate books and records and
(ii) maintains internal accounting controls which provide reasonable assurance
that (A) transactions are executed in accordance with management's
authorization, (B) transactions are recorded as necessary to permit preparation
of its financial statements and to maintain accountability for its assets, (C)
access to its assets is permitted only in accordance with management's
authorization and (D) the reported accountability for its assets is compared
with existing assets at reasonable intervals.

         (bb) The Company (i) is not in violation of its articles of
incorporation (or other equivalent organizational document) or by-laws (or other
equivalent organizational document) as in effect on the Closing Date, (ii) is
not in default in any respect, and no event has occurred which, with notice or
lapse of time or both, would constitute such a default, in the due performance
or observance of any term, covenant or condition contained in any indenture,
mortgage, deed of trust, loan agreement, lease or other material agreement or
instrument to which it is a party or by which it is bound or to which any of its
properties or assets is subject (except as disclosed in or contemplated by the
Prospectus) or (iii) is not in violation in any respect of any law, ordinance,
governmental rule, regulation or court decree to which it or its property or
assets may be subject or has not failed to obtain any license, permit,
certificate, franchise or other governmental authorization or permit necessary
to the ownership of its property or to the conduct of its business in each case
except as could not reasonably be expected, individually or in the aggregate, to
have a material adverse effect on the general affairs, management, condition
(financial or otherwise), shareholders' equity, results of operations, business
or prospects of the Company.

         (cc) The minute books of the Company have been made available to the
Underwriters and contain a complete summary of all meetings and other actions of
the directors and shareholders of the Company in all material respects since the
time of its incorporation, and reflect all transactions referred to in such
minutes accurately in all respects.

         (dd) The Company has as of the effective date of the Registration
Statement (i) entered into an employment agreement with each of Peter Edison,
Michele Bergerac, Stanley K. Tusman, Joe Vander Pluym and Mark Ianni, in the
forms filed as Exhibits 10.15, 10.16, 10.20, 10.21 and 10.22, respectively, to
such Registration Statement, and (ii) purchased key-man insurance on the life of
Peter Edison in the amount of $_________, which names the Company as the sole
beneficiary thereof.

         (ee) Neither the Company nor any director, officer, agent, employee or
other person associated with or acting on behalf of the Company, has used any
corporate funds for any unlawful contribution, gift, entertainment or other
unlawful expense relating to political activity; made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from
corporate funds; violated or is in violation of any provision of the Foreign


                                       7



Corrupt Practices Act of 1977; or made any bribe, rebate, payoff, influence
payment, kickback or other unlawful payment.

         (ff) There has been no storage, disposal, generation, manufacture,
refinement, transportation, handling or treatment of toxic wastes, medical
wastes, hazardous wastes or hazardous substances by the Company (or, to the
knowledge of the Company, any of its predecessors in interest) at, upon or from
any of the property now or previously owned or leased by the Company in
violation of any applicable law, ordinance, rule, regulation, order, judgment,
decree or permit or which would require remedial action under any applicable
law, ordinance, rule, regulation, order, judgment, decree or permit; and there
has been no material spill, discharge, leak, emission, injection, escape,
dumping or release of any kind onto such property or into the environment
surrounding such property of any toxic wastes, medical wastes, solid wastes,
hazardous wastes or hazardous substances due to or caused by the Company or with
respect to which the Company has knowledge. The terms "hazardous wastes", "toxic
wastes", "hazardous substances" and "medical wastes" shall have the meanings
specified in any applicable local, state, federal and foreign laws or
regulations with respect to environmental protection.

         (gg) The Company is not an "investment company" or an entity
"controlled" by an "investment company," as defined in the Investment Company
Act of 1940, as amended.

         (hh) The Common Stock has been designated for inclusion in the Nasdaq
National Market.

         (ii) None of the Company nor its officers, directors, shareholders, nor
any of their respective affiliates (within the meaning of the Rules and
Regulations) has taken or will take, directly or indirectly, any action designed
to cause or result in, or which has constituted or which might reasonably be
expected to constitute, the stabilization or manipulation, under the Exchange
Act or otherwise, of the price of the Common Stock to facilitate the sale or the
resale of the Common Stock hereby.

         (jj) The Company does not conduct business with the government of Cuba
or with any person or affiliate located in Cuba within the meaning of Section
517.075 of the Florida Statutes, and all rules and regulations thereunder,
relating to issuers doing business in Cuba and the Company agrees to comply with
such statute if prior to the completion of the distribution of the Securities,
the Company commences doing such business.

         (kk) The Company has not distributed, nor will it distribute prior to
the First Closing Date any offering material in connection with the offering and
sale of the Securities other than the Preliminary Prospectus, the Prospectus,
the Registration Statement or any other materials permitted by the Securities
Act, if any.

         (ll) Except as described in the Prospectus under "Underwriting," there
are no claims, payments, issuances, arrangements or understandings, whether oral
or written, for services in the nature of a finder's or origination fee with
respect to the sale of the Securities hereunder or any other arrangements,
agreements, understandings, payments or issuance with respect to the


                                       8



Company or any of its officers, directors, shareholders, partners, employees or
affiliates that may affect the Underwriters' compensation, as determined by the
NASD.

         SECTION 2. PURCHASE OF THE SHARES BY THE UNDERWRITERS.

         (a) On the basis of the representations and warranties contained in,
and subject to the terms and conditions of, this Agreement and the Warrant
Agreement, the Company agrees to issue and sell to the several Underwriters and
each such Underwriter agrees, severally and not jointly, to buy from the Company
at $_____ per Share, at the place and time hereinafter specified, the respective
number of Firm Shares set forth opposite the names of the Underwriters in
Schedule A attached hereto plus any additional Shares which such Underwriters
may become obligated to purchase pursuant to the provisions of Section 8 hereof.

         (b) In addition, subject to the terms and conditions of this Agreement,
and upon the basis of the representations, warranties and agreements herein
contained, the Company hereby grants an option to the several Underwriters to
purchase all or any part of the Option Shares at the same price per Share as the
Underwriters shall pay for the Firm Shares being sold pursuant to the provisions
of subsection (a) of this Section 2. This option may be exercised within 45 days
after the effective date of the Registration Statement upon notice by the
Representatives to the Company advising as to the amount of Option Shares as to
which the option is being exercised, the names and denominations in which the
certificates for such Option Shares are to be registered and the time and date
when such certificates are to be delivered. The number of Option Shares to be
purchased by each Underwriter, if any, shall bear the same percentage to the
total number of Option Shares being purchased by the several Underwriters
pursuant to this subsection (b) as the number of Firm Shares such Underwriter is
purchasing bears to the total number of the Firm Shares being purchased pursuant
to subsection (a) of this Section 2, as adjusted, in each case, by the
Underwriters in such manner as the Underwriters may deem appropriate. The option
granted hereunder may be exercised only to cover over-allotments in the sale by
the Underwriters of Firm Shares referred to in subsection (a) above. In the
event the Company declares or pays a dividend or distribution on its Common
Stock, whether in the form of cash, shares of Common Stock or any other
consideration, following the First Closing Date and prior to the Option Closing
Date, such dividend or distribution shall also be paid on the Option Shares on
the Option Closing Date.

         SECTION 3. DELIVERY AND PAYMENT.

         (a) Delivery of the Firm Shares against payment therefor shall take
place at the offices of Ryan Beck (or at such other place as may be designated
by agreement between the Representatives and the Company) at 10:00 a.m. New York
time, on the third full business day after the Effective Date, or at such other
time not earlier than three nor more than ten full business days thereafter as
the Representatives and the Company shall determine. Such time and date of
payment and delivery for the Firm Shares being herein called the "First Closing
Date."

         (b) In addition, in the event the Underwriters exercise the option to
purchase from the Company all or any portion of the Option Shares pursuant to
the provisions of Section 2(b), then delivery of the Option Shares against
payment therefor shall take place at the offices of


                                       9



Ryan Beck (or at such other place as may be designated by agreement between the
Representatives and the Company) at such time and date as shall be determined by
the Representatives but shall not be earlier than four nor later than ten full
business days after the exercise of said option, nor in any event prior to the
First Closing Date. Such time and date is referred to herein as the "Option
Closing Date."

         (c) Unless the Representatives elect to take delivery of the Shares by
credit through full FAST transfer to the accounts at The Depository Trust
Company designated by the Representatives, certificates for the Shares shall be
delivered to the Representatives in definitive form registered in such names and
in such denominations as the Representatives shall specify in writing at least
two full business days prior to the applicable Closing Date First Closing Date
or the Option Closing Date, as the case may be (which are collectively referred
to herein as the "Closing Dates"). For the purpose of expediting the checking of
the certificates for the Firm Shares or the Option Shares, as the case may be,
by the Representatives, the Company agrees to make such certificates available
to the Representatives for such purpose at least one full business day preceding
the applicable Closing Date. Time shall be of the essence and delivery at the
time and place specified in this Agreement is a further condition to the
obligations of each Underwriter.

         (d) Payment for the Shares shall be made to or upon the order of the
Company by certified or bank cashier's checks payable in New York Clearing House
funds at the time and date of delivery of such Shares as required by the
provisions of subsections (a) and (b) above or by wire transfer in immediately
available funds to a bank account designated by the Company at least two
business days prior to the First Closing Date or the Option Closing Date, as the
case may be, against receipt of the definitive certificates in negotiable form
for such Shares by the Representatives for the respective accounts of the
Underwriters registered in such names and in such denominations as the
Representatives may request.

         (e) It is understood that either of you, individually and not as
Representatives of the several Underwriters, may (but shall not be obligated to)
make any and all payments required pursuant to this Section 3 on behalf of any
Underwriter whose check or checks shall not have been received by the
Representatives at the time of delivery of the Shares to be purchased by such
Underwriter or Underwriters. Any such payment by you shall not relieve any such
Underwriter or Underwriters of any of its or their obligations hereunder.

         (f) On the First Closing Date, the Company shall issue and sell to the
Representatives, one or more Warrants at a purchase price of $.0001 per warrant,
which warrants shall entitle the holders thereof to purchase an aggregate of
175,000 shares of Common Stock. The Warrants shall be exercisable for a period
of four years commencing one year after the First Closing Date at a price
equaling one hundred and twenty percent (120%) of the public offering price of
the Firm Shares. The Warrant Agreement and form of Warrant Certificate shall be
substantially in the form filed as Exhibit 4.3 to the Registration Statement.
Payment for the Warrants shall be made by the Representatives to or upon the
order of the Company on the Closing Date.


                                       10



         SECTION 4. OFFERING OF SHARES BY THE UNDERWRITERS. It is understood
that the Underwriters propose to make a public offering of the Shares at the
price and upon the other terms set forth in the Prospectus. The Underwriters
may, at their own expense, enter into one or more agreements, in their sole
discretion, as they deem advisable, with one or more broker-dealers who shall
act as dealers in connection with such public offering. The Underwriters may
from time to time change the public offering price after the closing of the
public offering and increase or decrease the concessions and discounts to
dealers as they may determine.

         SECTION 5. FURTHER AGREEMENTS OF THE COMPANY. The Company agrees:

         (a) To prepare the Prospectus in a form approved by the Underwriters
and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not
later than the Commission's close of business on the second business day
following the execution and delivery of this Agreement or, if applicable, such
earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to
make no further amendment or any supplement to the Registration Statement or to
the Prospectus except as permitted herein; to advise the Underwriters, promptly
after it receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or becomes effective or any supplement to
the Prospectus or any amended Prospectus has been filed and to furnish the
Underwriters with copies thereof; to advise the Underwriters, promptly after it
receives notice thereof, of the issuance by the Commission of any stop order or
of any order preventing or suspending the use of any Preliminary Prospectus or
the Prospectus, of the suspension of the qualification of the Shares for
offering or sale in any jurisdiction, of the initiation or threatening of any
proceeding for any such purpose, or of any request by the Commission for the
amending or supplementing of the Registration Statement or the Prospectus or for
additional information; and, in the event of the issuance of any stop order or
of any order preventing or suspending the use of any Preliminary Prospectus or
the Prospectus or suspending any such qualification, to use promptly its best
efforts to obtain its withdrawal;

         (b) To furnish promptly to the Underwriters and to counsel for the
Underwriters a signed copy of the Registration Statement as originally filed
with the Commission, and each amendment thereto filed with the Commission,
including all consents and exhibits filed therewith;

         (c) To deliver promptly to the Underwriters such number of the
following documents as each Underwriter shall reasonably request: (i) conformed
copies of the Registration Statement as originally filed with the Commission and
each amendment thereto (in each case excluding exhibits) and (ii) each
Preliminary Prospectus, the Prospectus and any amended or supplemented
Prospectus; and, if the delivery of a prospectus is required at any time after
the Effective Time in connection with the offering or sale of the Shares or any
other securities relating thereto and if at such time any events shall have
occurred as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made when such Prospectus is delivered,
not misleading, or, if for any other reason it shall be necessary to amend or
supplement the Prospectus in order to comply with the Securities Act, to notify
the Underwriters and, upon their request, to prepare and furnish without


                                       11



charge to the Underwriters and to any dealer in securities as many copies as the
Underwriters may from time to time reasonably request of an amended or
supplemented Prospectus which will correct such statement or omission or effect
such compliance;

         (d) To file promptly with the Commission any amendment to the
Registration Statement or the Prospectus or any supplement to the Prospectus
that may, in the reasonable judgment of the Company or the Underwriters, be
required by the Securities Act or requested by the Commission;

         (e) Prior to filing with the Commission any amendment to the
Registration Statement or supplement to the Prospectus or any Prospectus
pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to
the Underwriters and counsel for the Underwriters and obtain the consent of the
Underwriters to the filing, which consent shall not be unreasonably delayed or
withheld;

         (f) As soon as practicable after the Effective Date, to make generally
available to the Company's security holders and to deliver to the Underwriters
an earnings statement of the Company (which need not be audited) complying with
Section 11(a) of the Securities Act and the Rules and Regulations (including, at
the option of the Company, Rule 158);

         (g) Upon the request of the Underwriters, for a period of five (5)
years following the Effective Date, to furnish to the Underwriters copies of all
materials furnished by the Company to its shareholders generally and all public
reports and all reports and financial statements furnished by the Company to the
principal national securities exchange or market system upon which the Common
Stock may be listed or included pursuant to requirements of or agreements with
such exchange or market system or to the Commission pursuant to the Exchange Act
or any rule or regulation of the Commission thereunder;

         (h) Promptly from time to time to take such action as the Underwriters
may reasonably request to qualify the Shares for offering and sale under the
securities laws of such jurisdictions as the Underwriters may request and to
comply with such laws so as to permit the continuance of sales and dealings
therein in such jurisdictions for as long as may be necessary to complete the
distribution of the Shares; provided that in connection therewith, the Company
shall not be required to qualify as a foreign corporation, to submit to general
taxation or to file a general consent to service of process in any jurisdiction;

         (i) Except for the registration of securities pursuant to the exercise
of registration rights granted to the holders of the Company's Subordinated
Convertible Debentures due 2007, for a period of 365 days from the date of the
Prospectus, not to, directly or indirectly, (1) offer for sale, sell, pledge or
otherwise dispose of (or enter into any transaction or device which is designed
to, or could be expected to, result in the disposition by any person at any time
in the future of) any shares of Common Stock or securities convertible into or
exchangeable for Common Stock (other than (x) the Securities, or (y) shares of
Common Stock issued pursuant to employee benefit plans, stock option plans or
other employee compensation plans existing on the date hereof or pursuant to
currently outstanding options, warrants or rights or upon conversion of shares
of Common Stock), or substantially similar securities, or sell or grant options,
rights or


                                       12



warrants with respect to any shares of Common Stock or securities convertible
into or exchangeable for Common Stock or substantially similar securities (other
than the grant of options pursuant to benefit plans existing on the date
hereof), or (2) enter into any swap or other derivatives transaction that
transfers to another, in whole or in part, any of the economic benefits or risks
of ownership of such shares of Common Stock, whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of Common
Stock or other securities, in cash or otherwise, in each case without the prior
written consent of Ryan Beck;

         (j) To take such steps as shall be necessary to ensure that the Company
shall not become an "investment company" as defined in the Investment Company
Act of 1940, as amended, and the rules and regulations of the Commission
thereunder;

         (k) During the period of 365 days from the date of the Prospectus, to
obtain an executed letter substantially in the form of Exhibit A hereto from
each new officer and director who has not previously executed such a letter;

         (l) The Company will apply the net proceeds from the sale of the Shares
for the purposes set forth under "Use of Proceeds" in the Prospectus;


         (m) Prior to the First Closing Date, the Company will make all filings
required to obtain the designation for inclusion of the Shares in the Nasdaq
National Market and will effect and maintain such inclusion (or a listing on a
national exchange registered under the Exchange Act) for at least five years
from the date of this Agreement, including without limitation, compliance with
all applicable corporate governance requirements thereof; provided, however,
that nothing herein shall affect the Company's ability to sell assets or stock,
merge, consolidate or be acquired by any person, and if as a result of any such
sale, merger, consolidation, acquisition or similar transaction, the Company's
Common Stock ceases to be publicly traded, this Section 5(m) shall terminate and
cease to have further force or effect.


         (n) The Company will maintain a transfer agent and, if necessary under
the jurisdiction of the incorporation of the Company, a registrar (which may be
the same entity as the transfer agent) for its Common Stock;

         (o) The Company shall timely file all such reports, forms or other
documents as may be required from time to time, under the Securities Act, the
Exchange Act, and the Rules and Regulations, and all such reports, forms and
documents filed will comply as to form and substance with the applicable
requirements under the Securities Act, the Exchange Act, and the Rules and
Regulations;

         (p) For a period of five (5) years from the Closing Date, the Company
shall furnish to the Underwriters at the Underwriters' request and at the
Company's sole expense, (i) daily consolidated transfer sheets relating to the
Common Stock, (ii) the list of holders of all of the Company's securities and
(iii) a Blue Sky "Trading Survey" for secondary sales of the Company's
securities prepared by counsel to the Company; and


                                       13



         (q) Until the completion of the distribution of the Shares, and for 25
days thereafter, the Company shall not without the prior written consent of the
Underwriters and counsel for the Underwriters, issue, directly or indirectly,
any press release or other communication or hold any press conference with
respect to the Company or its activities or the offering contemplated hereby.

         (r) For a period of five (5) years from the effective date of the
Registration Statement, the Company shall nominate one individual selected by
Ryan Beck for election to the Board of Directors of the Company (the "Board"),
if requested by Ryan Beck, and shall solicit proxies in support of such
nomination. If Ryan Beck shall not have designated such an individual at the
time of any meeting of the Board or such person shall not have been elected or
shall be unavailable to serve, the Company shall notify Ryan Beck of each such
meeting. If an individual selected by Ryan Beck is not serving on the Board, an
individual selected by Ryan Beck shall be permitted to attend all meetings of
the Board and to receive all notices and other correspondence and communications
sent by the Company to members of the Board. The Company further agrees to
provide its outside directors with compensation as deemed appropriate by the
Board and as customary for similar companies. The Company shall reimburse the
designee to the Board of Ryan Beck for his or her out-of-pocket expenses
reasonably incurred in connection with his or her attendance at Board meetings.


         (s) For a period of three (3) years from the effective date of the
Registration Statement, the Company shall not directly or indirectly offer,
sell, contract to sell, sell any option, grant any option, right or warrant for
shares of the Company's Common Stock or securities exchangeable or exercisable
for or convertible into shares of the Company's Common Stock to any of the
Company's directors, officers or employees at a price less than the price per
Share set forth in Section 2(a) without the prior written consent of Ryan Beck.


         (t) For a period of three (3) years from the effective date of the
Registration Statement, the Company shall not effect a change in its accounting
firm without the prior written consent of the Representatives, except that no
consent is required if the new accounting firm is a "big four" accounting firm.

         (u) The Company will comply with all applicable securities and other
applicable laws, rules and regulations, including, without limitation, the
Sarbanes-Oxley Act of 2002, and will use its best efforts to cause the Company's
trustees and officers, in their capacities as such, to comply with such laws,
rules and regulations, including, without limitation, the provisions of the
Sarbanes-Oxley Act of 2002.

         SECTION 6. EXPENSES.

         (a) The Company agrees to pay: (i) all of the Underwriters' expenses
and fees, including the expenses and fees of counsel to the Underwriters
($_______ of which has been paid as of the date hereof), (ii) the costs incident
to the sale and delivery of the Securities and any taxes payable in that
connection; (iii) the costs incident to the preparation, printing and filing
under the Securities Act of the Registration Statement and any amendments and
exhibits thereto; (iv) the costs of distributing the Registration Statement as
originally filed and each amendment


                                       14



thereto and any post-effective amendments thereof (including, in each case,
exhibits), any Preliminary Prospectus, the Prospectus and any amendment or
supplement to the Prospectus, all as provided in this Agreement; (v) the costs
of reproducing and distributing this Agreement, the Warrant Agreement and any
other related documents in connection with the offering, purchase, sale and
delivery of the Securities; (vi) the filing fees and expenses incident to
securing the review by the NASD of the terms of sale of the Securities
(including related fees and expenses of counsel to the Underwriters, which
obligation shall be in addition to the obligation referred to in subparagraph
(i) above); (vii) any applicable listing or other fees; (viii) the fees and
expenses of qualifying the Shares under the securities laws of the several
jurisdictions as provided in Section 5(h) and of preparing and distributing a
Blue Sky Memorandum (including related fees and expenses of counsel to the
Underwriters, which obligation shall be in addition to the obligation referred
to in subparagraph (i) above); (ix) costs and expenses related to "Tombstone"
advertisements; (x) the costs and expenses related to the production of five
bound volumes of the completed Registration Statement for each of the
Representatives; and (xi) the costs and expenses relating to investor
presentations on any "road show" undertaken in connection with the marketing of
the offering of the Shares including, without limitation, expenses associated
with the production of road show slides and graphics, printing and advertising
fees and expenses, fees and expenses of any consultants engaged in connection
with the road show presentations, travel and lodging expenses of the
representatives and officers of the Company and any such consultants, and all
other costs and expenses incident to the performance of the obligations of the
Company under this Agreement and the Warrant Agreement, including all accounting
and counsel fees and expenses incurred by the Company in connection with the
offering of the Shares hereunder. The fees and expenses referred to in
subparagraphs (vi) and (viii) above shall not exceed $20,000 in the aggregate.

         In addition, at the Closing Date or the Option Closing Date, as the
case may be, the Representatives will deduct from the payment for the Shares
three percent (3%) of the gross proceeds of the offering, in payment of the
Representative's non-accountable expense allowance relating to the transactions
contemplated hereby.

         (b) No person is entitled either directly or indirectly to compensation
from the Company, from the Underwriters or from any other person for services as
a finder in connection with the proposed offering, and the Company agrees to
indemnify and hold harmless the Underwriters, against any losses, claims,
damages or liabilities, joint or several (which shall, for all purposes of this
Agreement and the Warrant Agreement, include, but not be limited to, all costs
of defense and investigation and all attorneys' fees), to which the Underwriters
may become subject insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon the claim of any
person (other than an employee of the party claiming indemnity) or entity that
he or it is entitled to a finder's fee in connection with the proposed offering
by reason of such person's or entity's influence or prior contact with the
Company.

         SECTION 7. CONDITIONS OF UNDERWRITER'S OBLIGATIONS. The obligations of
the several Underwriters to purchase and pay for the Shares which they have
respectively agreed to purchase hereunder on the Closing Dates are subject (x)
to the accuracy when made and as of the


                                       15



applicable Closing Date, of the representations and warranties of the Company
contained herein (provided that, in the case of this clause (x), the obligations
of the Underwriters hereunder shall be subject to the accuracy in all material
respects of those representations and warranties that are not qualified as to
materiality), (y) to the performance by the Company of its obligations hereunder
and (z) to each of the following additional terms and conditions:

         (a) The Prospectus shall have been timely filed with the Commission in
accordance with Section 5(a); no stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission; and any request of the Commission for inclusion of additional
information in the Registration Statement or the Prospectus or otherwise shall
have been complied with.

         (b) The Underwriters shall not have discovered and disclosed to the
Company on or prior to either of the Closing Dates that the Registration
Statement or the Prospectus or any amendment or supplement thereto contains an
untrue statement of fact which, in the opinion of Greenberg Traurig, P.A.,
counsel for the Underwriters, is material or omits to state a fact which, in the
opinion of such counsel, is material and is required to be stated therein or is
necessary to make the statements therein not misleading.

         (c) Bryan Cave LLP shall have furnished to the Underwriters its written
opinion, as counsel to the Company, addressed to the Underwriters and dated the
First Closing Date, in substantially the form attached hereto as Exhibit B.

         (d) All corporate proceedings and other legal matters incident to the
authorization, form and validity of this Agreement, the Warrant Agreement, the
Warrants, the Shares, the Registration Statement, the Prospectus and all other
matters related to this Agreement, the Warrant Agreement, the Warrants, the
Shares, the Registration Statement, the Prospectus and the transactions
contemplated hereby and thereby shall be reasonably satisfactory to or approved
by Greenberg Traurig, P.A., counsel for the Underwriters, and the
Representatives shall have received from such counsel a signed opinion, dated as
of the First Closing Date, together with copies thereof for each of the other
Underwriters, in form and substance satisfactory to the Underwriters. The
Company shall have furnished to counsel for the Underwriters such documents and
information as they may reasonably request for the purpose of enabling it to
render such opinion.

         (e) At the time of execution of this Agreement, the Underwriters shall
have received from each of Ernst & Young, LLP and Stone Carlie & Company, LLC a
letter, in form and substance satisfactory to the Underwriters, addressed to the
Underwriters and dated the date hereof (i) confirming that they are independent
public accountants within the meaning of the Securities Act and are in
compliance with the applicable requirements relating to the qualification of
accountants under Rule 2-01 of Regulation S-X of the Commission and (ii)
stating, as of the date hereof (or, with respect to matters involving changes or
developments since the respective dates as of which specified financial
information is given in the Prospectus, as of a date not more than five days
prior to the date hereof), the conclusions and findings of


                                       16



such firm with respect to the financial information and other matters ordinarily
covered by accountants' "comfort letters" to underwriters in connection with
registered public offerings.

         (f) With respect to the letters of each of Ernst & Young LLP and Stone
Carlie & Company, LLC referred to in the preceding paragraph and delivered to
the Underwriters concurrently with the execution of this Agreement (each, an
"initial letter"), the Company shall have furnished to the Underwriters a letter
(the "bring-down letter") of each of such accountants, addressed to the
Underwriters and dated the First Closing Date (i) confirming that they are
independent public accountants within the meaning of the Securities Act and are
in compliance with the applicable requirements relating to the qualification of
accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating,
as of the date of the bring-down letter (or, with respect to matters involving
changes or developments since the respective dates as of which specified
financial information is given in the Prospectus, as of a date not more than
five days prior to the date of the bring-down letter), the conclusions and
findings of such firm with respect to the financial information and other
matters covered by the initial letter and (iii) confirming the conclusions and
findings set forth in the initial letter.

         (g) The Company shall have furnished to the Representatives on behalf
of the Underwriters a certificate, dated the First Closing Date, of its Chief
Executive Officer and its Chief Financial Officer stating that:

                  (i) The representations, warranties and agreements of the
         Company in Section 1 are true and correct as of the First Closing Date
         (provided that such representations, warranties and agreements that are
         not qualified as to materiality shall be true in all material
         respects); the Company has complied with all its agreements contained
         herein; and the conditions set forth in this Section 7 have been
         fulfilled; and

                  (ii) They have carefully examined the Registration Statement
         and the Prospectus and, in their opinion (A) as of the Effective Date,
         the Registration Statement and the Prospectus did not include any
         untrue statement of a material fact and did not omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, and (B) since the Effective Date no
         event has occurred which should have been set forth in a supplement or
         amendment to the Registration Statement or the Prospectus which was not
         so set forth therein.

         (h) The Company shall have not sustained since the date of the latest
audited financial statements included in the Prospectus (i) any loss or
interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectus or (ii) since such date there shall not have been
any change in the capital stock or long-term debt of the Company or any adverse
change, or any development involving a prospective adverse change, in or
affecting the general affairs, management, financial position, shareholders'
equity or results of operations of the Company, otherwise than as set forth or
contemplated in the Prospectus, the effect of which, in any such case described
in clause (i) or (ii), is, in the judgment of the Representatives, so material
and adverse as to make it impracticable or inadvisable to proceed with the
public offering or the delivery of the Shares


                                       17



being delivered on the respective Closing Date on the terms and in the manner
contemplated in the Prospectus.

         (i) Subsequent to the execution and delivery of this Agreement there
shall not have occurred any of the following: (i) trading in securities
generally on the New York Stock Exchange, the American Stock Exchange, the
Nasdaq National Market or in the over-the-counter market, or trading in any
securities of the Company on any exchange or in the over-the-counter market,
shall have been suspended or minimum prices shall have been established on any
such exchange or such market by the Commission, by such exchange or by any other
regulatory body or governmental authority having jurisdiction, (ii) a banking
moratorium shall have been declared by Federal or state authorities, (iii) the
United States shall have become engaged in hostilities other than existing
hostilities, there shall have been a material escalation in existing hostilities
or acts of terrorism involving the United States or there shall have been a
declaration of a national emergency or war by the United States or (iv) there
shall have occurred such a material adverse change in general economic,
political or financial conditions (or the effect of international conditions on
the financial markets in the United States shall be such) as to make it, in the
judgment of the Representatives, impracticable or inadvisable to proceed with
the public offering or delivery of the Shares being delivered on the respective
Closing Date on the terms and in the manner contemplated in the Prospectus.

         (j) The Shares shall be designated for inclusion in the Nasdaq National
Market.

         (k) No action shall have been taken by the Commission or the NASD, the
effect of which would make it improper, at any time prior to the respective
Closing Date, for members of the NASD to execute transactions (as principal or
agent) in the Shares and no proceedings for the taking of such action shall have
been instituted or shall be pending, or, to the knowledge of the Underwriters or
the Company, shall be contemplated by the Commission or the NASD. The Company
represents that at the date hereof it has no knowledge that any such action is
in fact contemplated by the Commission or the NASD. The Company shall have
advised the Underwriters of any NASD affiliation of any of its officers,
directors, shareholders or their affiliates.

         (l) Upon exercise of the option provided for in Section 2(b) hereof,
the obligations of the several Underwriters to purchase and pay for the Option
Shares referred to therein will be subject (as of the date hereof and as of the
Option Closing Date) to the following additional conditions:

                  (i) The Registration Statement shall remain effective at the
         Option Closing Date, and no stop order suspending the effectiveness
         thereof shall have been issued and no proceedings for that purpose
         shall have been instituted or shall be pending, or, to the knowledge of
         the Representatives or the Company, shall be contemplated by the
         Commission, and any reasonable request on the part of the Commission
         for additional information shall have been complied with to the
         satisfaction of counsel to the several Underwriters.


                                       18



                  (ii) At the Option Closing Date, Bryan Cave LLP shall have
         furnished to the Underwriters its written opinion as counsel to the
         Company addressed to the Underwriters, which opinion shall be dated the
         Option Closing Date and shall be substantially the same in scope and
         substance as the opinion furnished to the Underwriters at the First
         Closing Date pursuant to Section 7(c) hereof, except that such opinion,
         where appropriate, shall cover the Option Shares.

                  (iii) At the Option Closing Date, there shall have been
         delivered to the Underwriters a letter in form and substance
         satisfactory to the Underwriters from each of Ernst & Young, LLP and
         Stone Carlie & Company, LLC dated the Option Closing Date and addressed
         to the Underwriters confirming the information in their letter referred
         to in Section 7(e) hereof and stating that nothing has come to their
         attention during the period from the ending date of their review
         referred to in said letters to a date not more than five business days
         prior to the Option Closing Date, which would require any change in
         said letter if it were required to be dated the Option Closing Date.

                  (iv) At the Option Closing Date, the Company shall have
         furnished to the Representatives of the Underwriters a certificate,
         dated the Option Closing Date, of its Chief Executive Officer and the
         Chief Financial Officer, in form and substance satisfactory to counsel
         for the Underwriters substantially the same in scope and substance as
         the certificates furnished to you at the First Closing Date pursuant to
         Section 7(g) hereof.

                  (v) All proceedings taken at or prior to the Option Closing
         Date in connection with the sale and issuance of the Option Shares
         shall be satisfactory in form and substance to the Representatives and
         Greenberg Traurig, P.A., counsel to the several Underwriters, shall
         have been furnished with all such documents, certificates, and opinions
         as the Representatives may reasonably request in connection with this
         transaction in order to evidence the accuracy and completeness of any
         of the representations, warranties or statements of the Company or its
         compliance with any of the covenants or conditions herein.

         (m) On or before the First Closing Date, the Company shall have
executed and delivered to the Representatives, (i) the Warrant Agreement
substantially in the form filed as Exhibit 4.3 to the Registration Statement in
final form and substance satisfactory to the Underwriters, and (ii) the Warrants
in such denominations and to such designees as shall have been provided to the
Company.

         (n) On or before the First Closing Date, there shall have been
delivered to the Representatives all of the Lock-up Agreements, in form and
substance satisfactory to Greenberg Traurig, P.A., counsel to the several
Underwriters.

         (o) On or before the First Closing Date, the Company shall have
executed and delivered to Ryan Beck the financial advisory agreement,
substantially in the form filed as an exhibit to the Registration Statement (the
"Financial Advisory Agreement").


                                       19



         All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance satisfactory to counsel
for the Underwriters.

         SECTION 8. SUBSTITUTION OF UNDERWRITERS. If any of the Underwriters
shall for any reason not permitted hereunder cancel their obligations to
purchase the Firm Shares hereunder, or shall fail to take up and pay for the
number of Firm Shares set forth opposite their respective names in Schedule A
hereto upon tender of such Firm Shares in accordance with the terms hereof,
then:

         (a) If the aggregate number of Firm Shares which such Underwriter or
Underwriters agreed but failed to purchase does not exceed 10% of the total
number of Firm Shares, the other Underwriters shall be obligated severally, in
proportion to their respective commitments hereunder, to purchase the Firm
Shares which such defaulting Underwriter or Underwriters agreed but failed to
purchase.

         (b) If any Underwriter or Underwriters so default and the agreed number
of Firm Shares with respect to which such default or defaults occurs is more
than 10% of the total number of Firm Shares, the remaining Underwriters shall
have the right to take up and pay for (in such proportion as may be agreed upon
among them) the Firm Shares which the defaulting Underwriter or Underwriters
agreed but failed to purchase. If such remaining Underwriters do not, at the
First Closing Date, take up and pay for the Firm Shares which the defaulting
Underwriter or Underwriters agreed but failed to purchase, the time for delivery
of the Firm Shares shall be extended to the next business day to allow the
remaining Underwriters the privilege of substituting within twenty-four hours
(including nonbusiness hours) another underwriter or underwriters reasonably
satisfactory to the Company. If no such underwriter or underwriters shall have
been substituted as aforesaid, within such twenty-four hour period, the time of
delivery of the Firm Shares may, at the option of the Company, be again extended
to the next following business day, if necessary, to allow the Company the
privilege of finding within thirty-six hours (including nonbusiness hours)
another underwriter or underwriters to purchase the Firm Shares which the
defaulting Underwriter or Underwriters agreed but failed to purchase. If it
shall be arranged for the remaining Underwriters or substituted Underwriters to
take up the Firm Shares of the defaulting Underwriter or Underwriters as
provided in this Section 8, (i) the Company or the other Underwriters shall have
the right to postpone the time of delivery for a period of not more than seven
business days, in order to effect whatever changes may thereby be made necessary
in the Registration Statement or the Prospectus, or in any other documents or
arrangements, and the Company agrees promptly to file any amendments to the
Registration Statement or supplements to the Prospectus which may thereby be
made necessary, and (ii) the respective numbers of Firm Shares to be purchased
by the remaining Underwriters or substituted Underwriters shall be taken as the
basis of the underwriting obligation for all purposes of this Agreement.

         If a default by one or more Underwriters shall occur and the remaining
Underwriters shall not take up and pay for all the Firm Shares agreed to be
purchased by the defaulting Underwriters or substitute another underwriter or
underwriters as aforesaid, and the Company


                                       20



shall not find or shall not elect to seek another underwriter or underwriters
for such Firm Shares as aforesaid, then this Agreement shall terminate.

         If, following exercise of the option provided in Section 2(b) hereof,
any Underwriter or Underwriters shall for any reason not permitted hereunder
cancel their obligations to purchase Option Shares at the Option Closing Date,
or shall fail to take up and pay for the number of Option Shares, which they
become obligated to purchase at the Option Closing Date upon tender of such
Option Shares in accordance with the terms hereof, then the remaining
Underwriters or substituted Underwriters may take up and pay for the Option
Shares of the defaulting Underwriters in the manner provided in this Section
8(b). If the remaining Underwriters or substituted Underwriters shall not take
up and pay for all such Option Shares, the Underwriters shall be entitled to
purchase the number of Option Shares for which there is no default or, at their
election, the option shall terminate, and the exercise thereof shall be of no
effect.

         As used in this Agreement, the term "Underwriter" includes any person
substituted for an Underwriter under this Section 8. In the event of
termination, there shall be no liability on the part of any nondefaulting
Underwriter to the Company, provided that the provisions of this Section 8 shall
not in any event affect the liability of any defaulting Underwriter to the
Company arising out of such default.

         SECTION 9. INDEMNIFICATION AND CONTRIBUTION.

         (a) The Company agrees to indemnify and hold harmless each Underwriter,
its officers and employees, each of its directors, its affiliates, as defined in
Rule 405 under the Securities Act, and each person, if any, who controls any
Underwriter within the meaning of the Securities Act, from and against any loss,
claim, damage or liability, joint or several, or any action in respect thereof
(including, but not limited to, any loss, claim, damage, liability or action
relating to purchases and sales of Shares), to which such Underwriter, director,
officer, employee, affiliate, or controlling person may become subject, under
the Securities Act or any applicable federal or state law, or otherwise, insofar
as such loss, claim, damage, liability or action arises out of, or is based
upon, (i) any untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration Statement or the
Prospectus or in any amendment or supplement thereto, (ii) the omission or
alleged omission to state in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or in any amendment or supplement thereto, any
material fact required to be stated therein or necessary to make the statements
therein not misleading or (iii) any act or failure to act or any alleged act or
failure to act by such Underwriter in connection with, or relating in any manner
to, the Shares or the offering contemplated hereby, and which is included as
part of or referred to in any loss, claim, damage, liability or action arising
out of or based upon matters covered by clause (i) or (ii) above (provided that
the Company shall not be liable under this clause (iii) to the extent that it is
determined in a final, non-appealable judgment by a court of competent
jurisdiction that such loss, claim, damage, liability or action resulted
directly from any such acts or failures to act undertaken or omitted to be taken
by such Underwriter through its gross negligence or willful misconduct), and
shall reimburse such Underwriter and each such director, officer, employee,
affiliate or controlling person promptly upon demand for any legal or other
expenses reasonably


                                       21



incurred by such Underwriter, director, officer, employee, affiliate, or
controlling person in connection with investigating or defending or preparing to
defend against any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage, liability or
action arises out of, or is based upon, any untrue statement or alleged untrue
statement or omission or alleged omission made in any Preliminary Prospectus,
the Registration Statement or the Prospectus, or in any such amendment or
supplement, in reliance upon and in conformity with written information
concerning such Underwriter furnished to the Company by or on behalf of such
Underwriter specifically for inclusion therein, which information consists
solely of the information specified in Section 9(f), and provided further that
as to any Preliminary Prospectus, this indemnity agreement shall not inure to
the benefit of such Underwriter, its directors, officers, affiliates or
employees, or any person controlling the Underwriter, on account of any loss,
claim, damage, liability or action arising from the sale of the Shares to any
person by such Underwriter if such Underwriter failed to send or give a copy of
the Prospectus, as the same may be amended or supplemented, to that person
within the time required by the Securities Act, and the untrue statement or
alleged untrue statement of any material fact or omission or alleged omission to
state a material fact in such Preliminary Prospectus was corrected in the
Prospectus, unless such failure resulted from non-compliance by the Company with
Section 5(c). The foregoing indemnity agreement is in addition to any liability
which the Company may otherwise have to such Underwriter or to any officer,
director, affiliate, employee or controlling person of such Underwriter.

         In the event that an Underwriter is required or requested to appear as
a witness in any action brought by or on behalf of or against the Company in
which such Underwriter is not named as a defendant, the Company agrees to
promptly reimburse such Underwriter on a monthly basis for all expenses incurred
by it in connection with such Underwriter's appearing and preparing to appear as
such a witness, including, without limitation, the reasonable fees and
disbursements of its legal counsel. In addition to any reimbursed fees, expenses
or costs hereunder, such Underwriter shall also receive from the Company cash
compensation of $2,000 per person, per day, plus reasonable out-of-pocket
expenses and costs should the Underwriter be required to provide testimony in
any formal or informal proceeding regarding the Company in which such
Underwriter is not named as a defendant.

         (b) Each Underwriter, severally, but not jointly, shall indemnify and
hold harmless the Company, its officers and employees, each of its directors,
its affiliates, and each person, if any, who controls the Company within the
meaning of the Securities Act, from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof, to which the
Company or any such director, officer or controlling person may become subject,
under the Securities Act or any applicable federal or state law, or otherwise,
insofar as such loss, claim, damage, liability or action arises out of, or is
based upon, (i) any untrue statement or alleged untrue statement of a material
fact contained in any Preliminary Prospectus, the Registration Statement or the
Prospectus or in any amendment or supplement thereto, or (ii) the omission or
alleged omission to state in any Preliminary Prospectus, the Registration
Statement, the Prospectus, or in any amendment or supplement thereto, any
material fact required to be stated therein or necessary to make the statements
therein not misleading, but in each case only to the


                                       22



extent that the untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information concerning such Underwriter furnished to the Company by or on behalf
of such Underwriter specifically for inclusion therein, which information
consists solely of the information specified in Section 9(f), and shall
reimburse the Company and any such director, officer, affiliate or controlling
person for any legal or other expenses reasonably incurred by the Company or any
such director, officer or controlling person in connection with investigating or
defending or preparing to defend against any such loss, claim, damage, liability
or action as such expenses are incurred. The foregoing indemnity agreement is in
addition to any liability which such Underwriter may otherwise have to the
Company or any such director, officer, employee or controlling person.

         (c) Promptly after receipt by an indemnified party under this Section 9
of notice of any intention or threat to commence an action, suit or proceeding
or notice of the commencement of any action, suit or proceeding, the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 9, promptly notify the indemnifying party
in writing of the claim or the commencement of that action; provided, however,
that the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 9 except to the extent it has
been materially prejudiced by such failure and, provided further, that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 9.
If any such claim or action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party. After notice from
the indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 9 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that
any indemnified party shall have the right to employ separate counsel in any
such action and to participate in the defense thereof but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless (i) the
employment thereof has been specifically authorized by the indemnifying party in
writing, (ii) such indemnified party shall have been advised by such counsel
that there may be one or more legal defenses available to it which are different
from or additional to those available to the indemnifying party and in the
reasonable judgment of such counsel it is advisable for such indemnified party
to employ separate counsel or (iii) the indemnifying party has failed to assume
the defense of such action and employ counsel reasonably satisfactory to the
indemnified party, in which case, if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action on behalf of such indemnified party,
it being understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys at any time for all such indemnified
parties, which firm shall be designated in writing by the Underwriters, if the
indemnified parties under this Section 9 consist of the Underwriters or


                                       23



the Underwriters' officers, employees or controlling persons, or by the Company,
if the indemnified parties under this Section 9 consist of the Company or any of
the Company's directors, officers, employees or controlling persons. No
indemnifying party shall (i) without the prior written consent of the
indemnified parties (which consent shall not be unreasonably withheld), settle
or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise, consent or judgment includes an
unconditional release of each indemnified party from all liability arising out
of such claim, action, suit or proceeding, or (ii) be liable for any settlement
of any such action effected without its written consent (which consent shall not
be unreasonably withheld), but if settled with the consent of the indemnifying
party or if there be a final judgment of the plaintiff in any such action, the
indemnifying party agrees to indemnify and hold harmless any indemnified party
from and against any loss or liability by reason of such settlement or judgment.

         (d) If the indemnification provided for in this Section 9 shall for any
reason be unavailable to or insufficient to hold harmless an indemnified party
under Section 9(a) or 9(b) in respect of any loss, claim, damage or liability,
or any action in respect thereof, referred to therein, then each indemnifying
party shall, in lieu of indemnifying such indemnified party, contribute to the
amount paid or payable by such indemnified party as a result of such loss,
claim, damage or liability, or action in respect thereof, (i) in such proportion
as shall be appropriate to reflect the relative benefits received by the Company
on the one hand and the Underwriters on the other from the offering of the
Shares or (ii) if the allocation provided by clause (i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and the Underwriters on the other with respect to
the statements or omissions which resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other with respect to such offering shall be deemed
to be in the same proportion as the total net proceeds (before deducting
expenses) from the offering of the Shares purchased under this Agreement
received by the Company on the one hand, and the total underwriting discounts
and commissions received by the Underwriters with respect to the Shares
purchased under this Agreement on the other hand bear to the total gross
proceeds from the offering of the Shares under this Agreement, in each case as
described on the cover page of the Prospectus. The relative fault shall be
determined by reference to whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company or the Underwriters, the intent of the
parties and their relative knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Underwriters
agree that it would not be just and equitable if contributions pursuant to this
Section 9 were to be determined by pro rata allocation or by any other method of
allocation which does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a
result of the loss, claim, damage or liability, or action in respect thereof,
referred to above in this Section 9 shall be deemed to include, for purposes of
this Section 9(d), any legal or other


                                       24



expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 9(d), the Company agrees that no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by it and distributed to the public was
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise paid or become liable to pay by reason of any untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

         (e) If multiple claims are brought with respect to at least one of
which indemnification is permitted under applicable law and provided for under
this Agreement, the indemnifying party agrees that any judgment award shall be
conclusively deemed to be based on claims as to which indemnification is
permitted and provided for, except to the extent the judgment award expressly
states that it, or any portion thereof, is based solely on a claim as to which
indemnification is not available.

         (f) The Underwriters confirm and the Company acknowledges that the
statements with respect to the public offering of the Shares by the Underwriters
set forth under the caption "Underwriting" in the Prospectus are correct and
constitute the only information concerning the Underwriters furnished in writing
to the Company by or on behalf of the Underwriters specifically for inclusion in
the Registration Statement and the Prospectus.

         SECTION 10. TERMINATION.

         (a) The obligations of the Underwriters hereunder may be terminated by
the Underwriters by notice given to and received by the Company prior to
delivery of and payment for the Shares if, prior to the First Closing Date or
the Option Closing Date, any of the events described in Sections 7(h) or 7(i),
shall have occurred or if the Underwriters shall decline to purchase the Shares
because any condition to the obligations of the Underwriters set forth herein is
not satisfied or because of any refusal, inability or failure on the part of the
Company to perform any agreement herein or comply with any provision hereof.

         (b) Termination of this Agreement under this Section 10 or Section 7
after the Shares have been purchased by the Underwriters hereunder shall be
applicable only to the Option Shares. Termination of this Agreement shall be
without liability of any party to any other party other than as provided in
Sections 6, 9 and 12 hereof. Notwithstanding any such termination, the
provisions of Sections 6, 9 and 12 hereof shall remain in effect.

         SECTION 11. DEFAULT BY THE COMPANY. If the Company shall fail at the
Closing Date or at any Option Closing Date, as applicable, to sell and deliver
the number of Shares which it is obligated to sell hereunder on such date, then
this Agreement shall terminate (or, if such default shall occur with respect to
any Option Shares to be purchased on an Option Closing Date, the Underwriters
may at the Underwriters' option, by notice from the Underwriters to the Company,
terminate the Underwriters' obligation to purchase Option Shares from the
Company on such date) without any liability on the part of any non-defaulting
party other than pursuant to


                                       25



Section 6, Section 9 and Section 10 hereof. No action taken pursuant to this
Section shall relieve the Company from liability, if any, in respect of such
default.

         SECTION 12. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the Company
shall fail to tender the Shares for delivery to the Underwriters by reason of
any failure, refusal or inability on the part of the Company to perform any
agreement on its part to be performed, or because any other condition of the
Underwriters' obligations hereunder required to be fulfilled by the Company is
not fulfilled, the Company will reimburse the Underwriters for all reasonable
out-of-pocket expenses (including reasonable fees and disbursements of counsel)
incurred by the Underwriters in connection with this Agreement and the proposed
purchase of the Shares (less the amounts paid to the Underwriters through such
date as set forth in Section 6(a)), and upon demand, the Company shall pay the
full amount thereof to the Underwriters. If this Agreement is terminated
pursuant to Section 10 by reason of the default of the Underwriters, the Company
shall not be obligated to reimburse the Underwriters on account of any such
expenses.

         SECTION 13. NOTICES, ETC. All statements, requests, notices and
agreements hereunder shall be in writing, and:


         (a) if to the Underwriters, shall be delivered or sent by mail, telex
or facsimile transmission to Ryan Beck & Co., Inc., 650 Madison Avenue, New
York, New York 10022, Attention: Michael Kollender (Fax: 212-407-0898) and to
BB&T Capital Markets, 909 East Main Street, PO Box 1575, Richmond, Virginia
23218, Attention: Jim A. Tyler, Jr. (Fax: 804-643-9327), with a copy to Gary
Epstein, Esq., Greenberg Traurig, P.A., 1221 Brickell Avenue, Miami, Florida
33131 (Fax: 305-579-0717) or (b) if to the Company, shall be delivered or sent
by mail, telex or facsimile transmission to the address of the Company set forth
in the Registration Statement, Attention: Peter Edison, with a copy to J. Mark
Klamer, Esq., Bryan Cave LLP, 211 North Broadway, Suite 3600, St. Louis,
Missouri 63102 (Fax: 314-259-2020). Any such statements, requests, notices or
agreements shall take effect at the time of receipt thereof.


         SECTION 14. PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement
shall inure to the benefit of and be binding upon the Underwriters, the Company
and their respective representatives and successors. This Agreement and the
terms and provisions hereof are for the sole benefit of only those persons,
except that (A) the representations, warranties, indemnities and agreements of
the Company contained in this Agreement shall also be deemed to be for the
benefit of directors, officers and employees of any Underwriter, and the person
or persons, if any, who control any Underwriter within the meaning of Section 15
of the Securities Act and (B) the indemnity agreement of the Underwriters
contained in Section 10(b) of this Agreement shall be deemed to be for the
benefit of directors, officers and employees of the Company, and any person
controlling the Company within the meaning of Section 15 of the Securities Act.
Nothing in this Agreement is intended or shall be construed to give any person,
other than the persons referred to in this Section 14 any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provision
contained herein.

         SECTION 15. SURVIVAL. The respective indemnities, representations,
warranties and agreements of the Company and the Underwriters contained in this
Agreement or made by or on behalf on them, respectively, pursuant to this
Agreement, shall survive the delivery of and


                                       26



payment for the Shares and shall remain in full force and effect, regardless of
any investigation made by or on behalf of any of them or any one controlling any
of them.

         SECTION 16. DEFINITION OF THE TERMS "BUSINESS DAY". For purposes of
this Agreement, "business day" means each Monday, Tuesday, Wednesday, Thursday
or Friday which is not a day on which banking institutions in New York are
generally authorized or obligated by law or executive order to close.

         SECTION 17. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of New York.

         SECTION 18. COUNTERPARTS. This Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

         SECTION 19. HEADINGS. The headings herein are inserted for convenience
of reference only and are not intended to be part of, or to affect the meaning
or interpretation of, this Agreement.

         SECTION 20. ENTIRE AGREEMENT; MODIFICATION. This Agreement (together
with the Warrant Agreement and the Financial Advisory Agreement) contains the
entire understanding between the parties hereto with respect to the subject
matter hereof and replaces any prior written agreement between the parties
hereto with respect to the subject matter hereof. This Agreement may not be
modified or amended except by a writing duly signed by the party against whom
enforcement of the modification or amendment is sought.


                                       27



         If the foregoing correctly sets forth the agreement among the Company
and the Underwriters, please indicate your acceptance in the space provided for
that purpose below.


                                    Very truly yours,

                                    BAKERS FOOTWEAR GROUP, INC.


                                    By:
                                       -----------------------------------------
                                    Name:  Peter A. Edison
                                    Title: Chairman and Chief Executive Officer


                                    Accepted as Representatives of the Several
                                    Underwriters:

                                    RYAN BECK & CO., INC.


                                    By:
                                       -----------------------------------------
                                    Name:  Michael J. Kollender
                                    Title: Managing Director


                                    BB&T Capital Markets



                                    By:
                                       -----------------------------------------
                                    Name:  Jim A. Tyler, Jr.
                                    Title: Senior Vice President
                                           and Head of Syndicate



                                       28



                                   SCHEDULE A



Name of Underwriter                                   Number of Firm Shares

Ryan Beck & Co., Inc.

BB&T Capital Markets




                                       29




   [Exhibit A form of Lock-up Agreement and Exhibit B form of opinion of Bryan
   Cave LLP omitted. The Registrant undertakes to furnish supplementally a copy
   of such exhibits to the Commission upon request.]

EX-3.2

                                                                     EXHIBIT 3.2


                                RESTATED BYLAWS
                                       OF
                           BAKERS FOOTWEAR GROUP, INC.


                                    ARTICLE I
                                  SHAREHOLDERS

SECTION 1. ANNUAL MEETING. The annual meeting of shareholders shall be held at
the principal office of the Corporation, or at such other place either within or
without the State of Missouri as the directors may from time to time determine,
at 10:00 A.M. on the second Tuesday in June in each year, or such other time as
may be determined by the Chairman of the Board, or if said day be a legal
holiday then on the next succeeding business day, to elect directors and
transact such other business as may properly come before the meeting.

SECTION 2. SPECIAL MEETINGS. Special meetings of shareholders or of the holders
of any special class of stock of the Corporation, unless otherwise prescribed by
statute or by the Articles of Incorporation, may be called only by the Chairman
of the Board, the Chief Executive Officer or shareholders holding not less than
two-thirds of the voting power or the affirmative vote of a majority of the
entire Board of Directors by request for such meeting in writing. Such request
shall be delivered to the Secretary and shall state the purpose or purposes of
the proposed meeting. Upon such direction or request, subject to any
requirements or limitations imposed by the Articles of Incorporation, by these
Bylaws or by law, it shall be the duty of the Secretary to call a special
meeting of shareholders to be held at such time as is specified in the request;
and each such meeting shall be held at such time, and at such place either
within or without the State of Missouri, as may be specified in the notice
thereof.

SECTION 3. NOTICE. Written or printed notice of each meeting of shareholders,
stating the place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered or given not less than ten (10) or more than seventy (70) days before
the date of the meeting, either personally or by mail, by or at the direction of
the Secretary, to each shareholder of record entitled to vote at such meeting.
Written notice shall include, but not be limited to, notice by "electronic
transmission," which means any process of communication not directly involving
the physical transfer of paper that is suitable for the retention, retrieval and
reproduction of information by the recipient. Any notice of a meeting of
shareholders sent by mail shall be deemed to be delivered when deposited in the
United States mail with postage thereon prepaid, addressed to the shareholder at
such shareholder's address as it appears on the records of the Corporation.

SECTION 4. LIST OF SHAREHOLDERS ENTITLED TO VOTE. At least ten (10) days before
each meeting of shareholders, a complete list of the shareholders entitled to
vote at such meeting shall be prepared and arranged in alphabetical order with
the address of each shareholder and the number of shares held by each, which
list, for a period of ten (10) days prior to such meeting, shall be kept on file
at the registered office of the Corporation and shall be subject to inspection
by any shareholder at any time during usual business hours. Such list shall also
be produced and kept open at the time and place of the meeting, and shall be
subject to the inspection of any







shareholder during the whole time of the meeting. The original share ledger or
transfer book, or a duplicate thereof kept in the State of Missouri, shall be
prima facie evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting of shareholders.
Failure to comply with the above requirements in respect of lists of
shareholders shall not affect the validity of any action taken at such meeting.

SECTION 5. QUORUM. The holders of a majority of the outstanding shares entitled
to vote, present in person or represented by proxy, shall be requisite and shall
constitute a quorum at all meetings of shareholders, except as otherwise
provided by law, the Articles of Incorporation or these Bylaws. The shareholders
present at a meeting at which a quorum is present or represented may continue to
transact business until adjournment, notwithstanding the withdrawal of such
number of shareholders as to reduce the remaining shareholders to less than a
quorum. Whether or not a quorum is present or represented at any meeting of
shareholders, the Chairman of the meeting or holders of shares having a majority
of the outstanding voting power present and entitled to vote at any meeting may
adjourn the meeting from time to time for successive periods of not more than
ninety (90) days after such adjournment, without notice other than announcement
of the adjournment at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally called.

         A meeting of shareholders may be successively postponed by resolution
of the Board of Directors to a specified date up to a date ninety (90) days
after such postponement or to another place, provided notice of the date and
place of the postponed meeting, which may be made by public notice, is given to
each shareholder of record entitled to vote at the meeting prior to the date
previously scheduled for the meeting.

         As used in these Bylaws, "adjournment" means a delay in the date, which
may also be combined with a change in the place, of a meeting after the meeting
has been convened; "postponement" means a delay in the date, which may be
combined with a change in the place, of the meeting before it has been convened,
but after the time and place thereof have been set forth in a notice delivered
or given to shareholders; and public notice shall be deemed to have been given
if a public announcement is made by press release reported by the Dow Jones,
Associated Press, Reuters or comparable national news service or in a publicly
available document filed with or furnished to the United States Securities and
Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (or any successor statute
or regulation). In no event shall the public announcement of a postponement or
adjournment of a meeting of shareholders commence a new time period for the
giving of a shareholder's notice pursuant to Section 7 of this Article I.

SECTION 6. VOTING. Each shareholder shall have such voting power as is
prescribed by the Articles of Incorporation with respect to the shares
registered in such shareholder's name on the books of the Corporation. At any
meeting of shareholders, every shareholder having the right to vote shall be
entitled to vote in person, by a telephonic voting system established by a proxy
solicitation firm, proxy support service organization or like agent, or by proxy
appointed by a proper instrument in writing and subscribed by the shareholder or
by his or her duly appointed attorney-in-fact; provided that no proxy shall be
valid after eleven (11) months from the date of



                                       2







its execution unless otherwise provided in the proxy. A shareholder may
authorize another person or persons to act for him as proxy by transmitting or
authorizing the transmission of a telegram, cablegram, or other means of
electronic transmission to the person who will be the holder of the proxy or to
a proxy solicitation firm, proxy support service organization or like agent duly
authorized by the person who will be the holder of the proxy to receive such
transmission, provided that any such telegram, cablegram or other means of
electronic transmission must either set forth or be submitted with information
from which it can be determined that the telegram, cablegram or other electronic
transmission was authorized by the shareholder.

SECTION 7. ADVANCE NOTICE OF SHAREHOLDER BUSINESS; PROCEDURES FOR NOMINATING
DIRECTORS. At any meeting of shareholders, only such business shall be conducted
as shall have been properly brought before the meeting. In addition to any other
requirements imposed by or pursuant to law, the Articles of Incorporation or
these Bylaws, each item of business to be properly brought before a meeting must
(i) be specified in the notice of meeting (or any supplement thereto) given by
or at the direction of the Board of Directors or the persons calling the meeting
pursuant to these Bylaws; (ii) be otherwise properly brought before the meeting
by or at the direction of the Board of Directors; or (iii) be otherwise properly
brought before the meeting by a shareholder of record both at the time of the
giving of notice and at the time of the meeting. For business to be properly
brought before a meeting by a shareholder of record, or to nominate a person for
election as a director, the shareholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a shareholder's
notice must be delivered to or mailed and received by the Secretary of the
Corporation at the principal executive offices of the Corporation not less than
90 days nor more than 120 days prior to the meeting; provided, however, that in
the event that less than 100 days' notice or prior public notice of the date of
the meeting is given or made to shareholders, notice by the shareholder to be
timely must be so received not later than the 10th day following the day on
which such notice of the date of the meeting was mailed or on which such public
notice was given. A shareholder's notice to the Secretary shall set forth (A)
for nominations, as to each person whom the shareholder proposes to nominate for
election or reelection as a director (i) the name, age, business and residential
address, and principal occupation or employment of each proposed nominee, (ii)
the class and number of shares of capital stock of the Corporation that are
beneficially owned by such nominee on the date of such notice, (iii) a
description of all arrangements or understandings between the shareholder and
each nominee and the name of any other person(s) pursuant to which the
nomination(s) are to be made by the shareholder, (iv) all other information
relating to such shareholder(s) or any nominee(s) of such shareholder(s) that is
required to be disclosed in solicitations of proxies for the election of
directors, or is otherwise required, in each case pursuant to Regulation 14A of
the General Rules and Regulations under the Exchange Act and (v) a
representation that the shareholder(s) intends to appear in person or by proxy
at the meeting to nominate the person(s) specified in the notice; and (B) as to
each matter of business he or she proposes to bring before the meeting (i) a
brief description of the business desired to be brought before the meeting and
the reasons for conducting such business at the meeting; (ii) the text of the
business (including the text of any resolutions proposed for consideration and
in the event that such business includes (to the extent, if any, permitted) a
proposal to amend the Articles of Incorporation or these Bylaws, the language of
the proposed


                                       3







amendment); (iii) the name and address, as they appear in the Corporation's
shareholder records, of the shareholder(s) proposing such business; (iv) the
class and number of shares of the Corporation's capital stock which are
beneficially owned by the proposing shareholder(s); (v) any material interest of
the proposing shareholder(s) in such business; (vi) all other information
relating to such shareholder that is required to be disclosed pursuant to
Regulation 14A of the General Rules and Regulations under the Exchange Act; and
(vii) a representation that the shareholder(s) intends to appear in person or by
proxy at the meeting to propose such other business. Notwithstanding anything in
these Bylaws to the contrary, no business shall be conducted at a meeting of
shareholders and no nominations made except in accordance with the procedures
set forth in this Article I, Section 7. The Chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting or that a nomination was not properly made,
in either case, in accordance with the provisions of this Article I, Section 7,
and if he or she should so determine, shall so declare to the meeting, and any
such business not properly brought before the meeting shall not be transacted
and any such nomination not properly made before the meeting shall be without
effect. The Chairman of the meeting shall have absolute authority to decide
questions of compliance with the foregoing procedures, and his or her ruling
thereon shall be final and conclusive. The provisions of this Article I, Section
7 shall also govern what controls timely notice for purposes of Rule 14a-4(c)
under the Exchange Act.

SECTION 8. WRITTEN CONSENT OF SHAREHOLDERS. Unless otherwise prescribed in the
Articles of Incorporation, any action which may, if otherwise allowed by law, be
taken at any meeting of shareholders, except the annual meeting of shareholders,
may be taken without a meeting if consent in writing, setting forth the action
so taken, shall be signed by all of the shareholders entitled to vote with
respect to the subject matter thereof. Such consent may be executed in
counterparts, each of which shall be deemed an original but all of which
together shall constitute but one and the same instrument.

SECTION 9. ORGANIZATION. Each meeting of shareholders shall be convened by the
Chairman of the Board, Chief Executive Officer, or other officer or person
calling the meeting by notice given in accordance with these Bylaws. The
Chairman of the Board, or any person appointed by the Chairman of the Board
prior to any meeting of shareholders, shall act as Chairman of each such meeting
of shareholders. In the absence of the Chairman of the Board, or a person
appointed by the Chairman of the Board to act as Chairman of the meeting, the
shareholders present at the meeting shall designate a Chairman of the meeting.
The Secretary of the Corporation, or a person designated by the Chairman, shall
act as Secretary of each meeting of shareholders. Whenever the Secretary shall
act as Chairman of the meeting, or shall be absent, the Chairman of the meeting
shall appoint a person present to act as Secretary of the meeting.

SECTION 10. PLACE OF MEETINGS. All meetings of the shareholders shall be held at
such place within or without the State of Missouri as may be, from time to time,
fixed or determined by the Board.

SECTION 11. WAIVER OF NOTICE. Whenever any notice is required to be given, a
waiver thereof in writing signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.


                                       4






                                   ARTICLE II
                               BOARD OF DIRECTORS

SECTION 1. NUMBER; ELECTION; TENURE. The Board of Directors shall initially
consist of one member, or such greater number of directors as shall be fixed by
a resolution of the Board of Directors adopted from time to time; provided that
any change in the number of directors shall be reported to the Secretary of
State of the State of Missouri within 30 calendar days of such change if such
report is then required by law.

         Directors shall be elected at each annual meeting of shareholders, to
hold office until the expiration of their term or until their respective
successors shall be elected and shall qualify. Nominations of persons for
election to the Board of Directors of the Corporation may be made at a meeting
of shareholders by or at the direction of the Board of Directors or any
committee thereof designated by the Board of Directors, or by any shareholder of
record of the Corporation entitled to vote for the election of directors at the
meeting who complies with the procedures for bringing business or nominations
before a meeting, which procedures are set forth in Article I of these Bylaws.
The Chairman of the meeting shall, if the facts warrant, determine and declare
to the meeting that a nomination was not made in accordance with the procedures
prescribed by the Bylaws, and if he or she should so determine, shall so declare
to the meeting, and the defective nomination shall be disregarded. The Chairman
of a meeting shall have absolute authority to decide questions of compliance
with the procedures for bringing business or nominations before a meeting, and
his or her ruling thereon shall be final and conclusive.

SECTION 2. POWERS. The property and business of the Corporation shall be
controlled and managed by its Board of Directors, which may exercise all powers
of the Corporation and do or cause to be done all lawful acts as are not, by
law, the Articles of Incorporation or these Bylaws, directed or required to be
exercised and done by the shareholders.

SECTION 3. CHAIRMAN. The directors shall elect one of their number to be
Chairman of the Board. The Chairman shall preside at all meetings of the Board
of Directors, unless absent from such meeting, in which case, if there is a
quorum, the directors present may elect another director to preside at such
meeting.

SECTION 4. MEETINGS. Regular meetings of the Board of Directors, or of any
committee designated by the Board of Directors, may be held at such places,
within or without the State of Missouri, and on such dates and at such times as
shall be fixed from time to time by the Chairman of the Board. Special meetings
of the Board of Directors, or of any committee designated by the Board of
Directors, may be held at any time and place on notice given personally, by
mail, by telephone, by facsimile or by written notice by the Chairman of the
Board the Chief Executive Officer or, at the request of the Chairman of the
Board or Chief Executive Officer, by the Secretary of the Corporation to each
director given not less than 24 hours in advance of such meeting; provided
however, that any director may, at any time, in writing or by telegram, waive
notice of any meeting at which he or she may not be or may not have been
present. Attendance of a director at any meeting shall constitute a waiver of
notice of the meeting except where a director attends a meeting for the sole and
express purpose of objecting to the transaction of any business because the
meeting was not lawfully called or convened.


                                       5







Rules of procedure for such meetings may be adopted by the Board of Directors or
any committee thereof.

                  Members of the Board of Directors, or of any committee
designated by the Board of Directors, may participate in a meeting of the Board
of Directors or committee by means of a conference telephone or similar
communication equipment whereby all persons participating in the meeting can
hear each other, and participation in a meeting in this manner shall constitute
presence in person at the meeting.

SECTION 5. QUORUM. A majority of members of the Board of Directors in office
shall constitute a quorum at all meetings of the Board of Directors, and the act
of the majority of the directors present at any meeting at which a quorum is
present shall be the act of the Board of Directors unless a greater number of
directors is required by the Articles of Incorporation, the Bylaws or by law. At
any meeting of directors, whether or not a quorum is present, the directors
present thereat may adjourn the same from time to time without notice other than
announcement at the meeting. A director who may be disqualified, by reason of
personal interest, from voting on any particular matter, transaction or contract
before a meeting of the directors may nevertheless be counted for the purpose of
determining the presence of a quorum.

SECTION 6. WRITTEN CONSENT OF DIRECTORS. Any action which may be taken at any
meeting of directors, or of any committee of the Board of Directors, may be
taken without a meeting if consents in writing, setting forth the action so
taken, shall be signed by all of the members of the Board of Directors or
committee. Such consent may be executed in counterparts, each of which shall be
deemed an original but all of which together shall constitute but one and the
same instrument.

SECTION 7. VACANCIES. Vacancies on the Board of Directors and newly created
directorships resulting from any increase in the number of directors to
constitute the Board of Directors may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director,
until the next election of directors by the shareholders of the Corporation.

SECTION 8. RESIGNATION; REMOVAL. Any director of the Corporation may resign at
any time by giving written notice of such resignation to the Board of Directors,
the Chairman of the Board, the Chief Executive Officer or the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein or, if no time is specified, upon receipt by the Board of Directors or
one of the above named officers of such notice; and, unless specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

                  By action of a majority of the entire Board of Directors, any
director may be removed from office for cause if such director shall at the time
of such removal fails to meet the qualifications for election as a director as
set forth herein and as determined from time to time by a majority of the entire
Board of Directors. Notice of the proposed removal shall be given to all
directors of the Corporation prior to action thereon. Directors may otherwise be
removed only in the manner prescribed in the Articles of Incorporation.

                                       6







SECTION 9. COMPENSATION OF DIRECTORS. Directors, as such, may receive such
compensation and be reimbursed for expenses of attendance at any meeting of the
Board of Directors or any committee thereof, as shall be determined by
resolution adopted by a majority of the whole Board of Directors. Nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

SECTION 10. COMMITTEES OF THE BOARD OF DIRECTORS; GENERAL RULES. The Board of
Directors may, by resolution adopted by a majority of the whole Board of
Directors, designate two or more directors to constitute a committee. Each
committee, to the extent provided in such resolution, shall have and may
exercise the authority of the Board of Directors, as so delegated in the
resolution, in the management of the Corporation. Each committee of the Board of
Directors shall keep regular minutes of its proceedings and report the same to
the Board of Directors when required. Vacancies in the membership of each
committee shall be filled by the Board of Directors. At all meetings of a
committee, a majority of the committee members then in office shall constitute a
quorum for the purpose of transacting business, and the acts of a majority of
the committee members present at any meeting at which there is a quorum shall be
the acts of the committee. A director who may be disqualified, by reason of
personal interest, from voting on any particular matter, transaction or contract
before a meeting of a committee may nevertheless be counted for the purpose of
determining the presence of a quorum.

SECTION 11 QUALIFICATIONS. No person shall be qualified to be elected and to
hold office as a director if such person is determined by a majority of the
entire Board of Directors to have acted in a manner contrary to the best
interests of the Corporation, including, but not limited to, the violation of
either Federal or State law, maintenance of interests not properly authorized
and in conflict with the interests of the Corporation, or breach of any
agreement between that director and the Corporation relating to his or her
services as a director, employee or agent of the Corporation. A director need
not be a shareholder unless the Articles of Incorporation otherwise provide.


                                   ARTICLE III
                                    OFFICERS

SECTION 1. OFFICERS; ELECTION. The officers of the Corporation shall be a
Chairman of the Board, a Chief Executive Officer, a President, and a Secretary,
and may also include, as the Board of Directors may from time to time designate,
one or more Vice Chairmen of the Board, one or more Executive Vice Presidents,
one or more Senior Vice Presidents, one or more Group Vice Presidents, one or
more Vice Presidents, a Chief Financial Officer, a Treasurer, a Controller, and
one or more Assistant Secretaries, Assistant Treasurers and Assistant
Controllers. The Board of Directors shall elect all officers of the Corporation,
except that Assistant Secretaries, Assistant Treasurers and Assistant
Controllers may be appointed by the Chairman of the Board. The Board of
Directors may appoint such other officers and agents as it shall deem necessary,
who shall hold their offices for such terms and shall exercise such powers and
perform such duties as the Board of Directors shall from time to time determine.
Any two or more offices may be held by the same person except the offices of
Chairman of the Board and Secretary.


                                       7







SECTION 2. TERMS; COMPENSATION. All officers of the Corporation shall hold
office until their respective successors are elected and qualify. Any vacancy
occurring in such office may be filled only by the Board of Directors. The
compensation each officer (excluding assistant officers) is to receive from the
Corporation shall be determined in such manner as the Board of Directors shall
from time to time prescribe.

SECTION 3. REMOVAL. Any officer elected by the Board of Directors may be removed
by the Board of Directors whenever in its judgment the best interest of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the officer so removed. The Chairman of the
Board may suspend any officer until the Board of Directors shall next convene.

SECTION 4. CHAIRMAN OF THE BOARD. The Chairman shall be the Chief Executive
Officer of the Corporation. In addition to his duties as Chairman and Chief
Executive Officer, he or she shall be responsible for the general and active
management of the business and affairs of the Corporation, subject only to the
control of the Board of Directors, shall have full authority in respect to the
signing and execution of deeds, bonds, mortgages, contracts and other
instruments of the Corporation; and, in the absence or disability of the
President, shall exercise all of the powers and discharge all of the duties of
the President. Unless otherwise determined by the Board of Directors, he or she
shall also be, ex officio, a member of all standing Committees of the Board of
Directors, shall preside at all meetings of the shareholders and Directors at
which he or she is present and shall perform any other duties prescribed by the
Board of Directors or these Bylaws.

SECTION 5. PRESIDENT. In the absence of the Chairman of the Board of Directors,
the President shall preside at all meetings of the shareholders and directors at
which he or she is present. He or she shall perform any duties prescribed by the
Chairman or the Board of Directors and shall see that all orders and resolutions
of the Board of Directors are carried into effect. The President shall have
equal authority with the Chairman of the Board to execute bonds, mortgages and
other contracts requiring a seal, under the seal of the Corporation, except
where permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.

SECTION 6. VICE PRESIDENTS. The Vice Presidents, if any, in the order of their
seniority shall, in the absence or disability of the President, perform the
duties and exercise the powers of the President, and shall perform any other
duties prescribed by the Chairman, the President or the Board of Directors.

SECTION 7. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall keep or
cause to be kept a record of all meetings of the shareholders and the Board of
Directors and record all votes and the minutes of all proceedings in a book to
be kept for that purpose. He or she shall give, or cause to be given, notice of
all meetings of the shareholders and special meetings of the Board of Directors,
and shall perform any other duties prescribed by the Board of Directors or the


                                       8






President, under whose supervision he or she shall be. He or she shall keep in
safe custody the seal of the Corporation and shall affix the same to any
instrument requiring it.

         The Assistant Secretaries, if any, in order of their seniority shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform any other duties prescribed by the
Chairman, the President or the Board of Directors.

SECTION 8. TREASURER AND ASSISTANT TREASURERS. The Treasurer, if any, shall have
the custody of the corporate funds and securities, shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation,
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors and shall perform any other duties prescribed by the Chairman, the
President or the Board of Directors.

         The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and Directors, at the regular
meetings of the Board of Directors, or whenever they may require it, an account
of all his or her transactions as Treasurer and of the financial condition of
the Corporation.

         If required by the Board of Directors, the Treasurer shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his or her office and for the restoration to the Corporation, in case
of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his or her
possession or under his or her control belonging to the Corporation.

         The Assistant Treasurers, if any, in the order of their seniority
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform any other duties
prescribed by the Board of Directors.

SECTION 9. CONTROLLER AND ASSISTANT CONTROLLERS. The Controller, if one is
elected by the Board of Directors, shall have charge of the accounting records
of the Corporation, shall maintain appropriate internal control and auditing of
the Corporation, and shall perform such other duties as directed by the Board of
Directors, the Chairman of the Board or other senior officers. The Assistant
Controllers, if any, in order of their seniority shall, in the absence or
disability of the Controller, perform the duties and exercise the powers of the
Controller and shall have any other duties prescribed by the Board of Directors.

SECTION 10. APPOINTED OFFICERS. In addition to the corporate officers elected by
the Board of Directors, the Chairman of the Board may, from time to time,
appoint one or more other persons as appointed officers who shall not be deemed
to be corporate officers, but may, respectively, be designated with such titles
as the Chairman may deem appropriate. The Chairman may prescribe the powers to
be exercised and the duties to be performed by each such appointed officer, may
designate the term for which each such appointment is made, and may, from time
to time,


                                       9






terminate any or all of such appointments with or without cause. Such
appointments and termination of appointments shall be reported periodically to
the Board of Directors.

                                   ARTICLE IV
                                  CAPITAL STOCK

SECTION 1. STOCK CERTIFICATES. The shares of the Corporation shall be
represented by certificates, provided however, that the Board of Directors may
provide by resolution that some or all of any classes or series of the
Corporation's stock shall be uncertificated shares. Any such resolution shall
not apply to shares represented by a certificate until such certificate is
surrendered to the Corporation. Notwithstanding the adoption of such a
resolution by the Board of Directors, every holder of stock represented by
certificates and, upon request, every holder of uncertificated shares, shall be
entitled to have a certificate, in any form approved by the Board of Directors,
certifiying the number and class of shares owned by the shareholder in the
Corporation, numbered appropriately and signed by the Chairman of the Board or
the President or a Vice President and by the Secretary, an Assistant Secretary,
the Treasurer or an Assistant Treasurer of the Corporation, and shall bear the
corporate seal of the Corporation. To the extent permitted by law, the
signatures of such officers, and the corporate seal, appearing on certificates
of stock, may be facsimiles, engraved or printed. In case any such officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed on any such certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, the certificate may
nevertheless be issued by the Corporation with the same effect as if such person
were an officer, transfer agent or registrar at the date of issue.

         The Corporation shall not issue a certificate for a fractional share;
however, the Board of Directors may issue, in lieu of any fractional share,
scrip or other evidence of ownership upon such terms and conditions as it may
deem advisable.

         Notwithstanding any other provision of this Article IV, the Board of
Directors may by resolution determine to issue certificateless shares, for
registration in book entry accounts for shares of stock in such form as the
appropriate officers of the Corporation may from time to time prescribe, in
addition to or in place of shares of the Corporation represented by
certificates, to the extent authorized by applicable law.

SECTION 2. RECORD OWNERSHIP. The Corporation shall maintain a record of the name
and address of the holder of each certificate, the number of shares represented
thereby, and the date of issue and the number thereof. The Corporation shall be
entitled to treat the holder of record of any share of stock as the holder in
fact thereof, and accordingly it will not be bound to recognize any equitable or
other claim of interest in such share on the part of any other person, whether
or not it shall have express or other notice thereof, except as otherwise
provided by the laws of Missouri.

SECTION 3. TRANSFERS. Transfers of stock shall be made on the books of the
Corporation only by direction of the person named in the certificate, or by such
person's duly appointed attorney-in-fact, lawfully constituted in writing, and
upon the surrender of the certificate therefor or by appropriate book-entry
procedures. In the case of uncertificated shares, transfer shall be


                                       10







made only upon receipt of transfer documentation reasonably acceptable to the
Corporation. The Board of Directors shall have the power and authority to make
all such rules and regulations as it shall deem expedient concerning the issue,
transfer and registration of shares of stock of the Corporation.

SECTION 4. TRANSFER AGENTS; REGISTRARS. The Board of Directors may from time to
time appoint one or more transfer agents or transfer clerks, and one or more
registrars which may be banks, trust companies or other financial institutions
located within or without the State of Missouri, to register shares of stock
issued by or on behalf of the Corporation. The Board of Directors may adopt such
rules as it may deem expedient concerning the issue, transfer and registration
of stock certificates, or uncertificated shares, of the Corporation and may
change or remove any transfer agent or registrar.

SECTION 5. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. The holder of any
shares of stock of the Corporation shall immediately notify the Corporation and
its transfer agents and registrars, if any, of any loss, theft, destruction or
mutilation of the certificates representing the same. The Corporation may issue
a new certificate or uncertificated shares in place of any certificate
theretofore issued by it which is alleged to have been lost, stolen or destroyed
and the Board of Directors may require the owner of the lost, stolen or
destroyed certificate or the owner's legal representative to give the
Corporation a bond in a sum and in a form approved by the Board of Directors,
and with a surety or sureties which the Board of Directors finds satisfactory,
to indemnify the Corporation and its transfer agents and registrars, if any,
against any claim or liability that may be asserted against or incurred by it or
any transfer agent or registrar on account of the alleged loss, theft or
destruction of any certificate or the issuance of a new certificate or
uncertificated shares. The Board of Directors may, however, in its discretion,
refuse to issue any such new certificate or uncertificated shares except
pursuant to legal proceedings under the law of the State of Missouri in such
case made and provided. A new certificate or uncertificated shares may be issued
without requiring any bond when, in the judgment of the Board of Directors, it
is proper so to do. The Board of Directors may delegate to any officer(s) of the
Corporation any of the powers and authorities contained in this section.

SECTION 6. TRANSFER BOOKS; RECORD DATES. The Board of Directors shall have power
to close the stock transfer books of the Corporation as permitted by law;
provided, however, that in lieu of closing the said books, the Board of
Directors may fix in advance a date, not exceeding seventy days preceding the
date of any meeting of shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of shares shall go into effect, as a record date for
the determination of the shareholders entitled to receive notice of, and to vote
at, any such meeting, and any adjournment or postponement thereof, or entitled
to receive payment of any such dividend, or to receive any such allotment of
rights or to exercise the rights in respect of any such change, conversion or
exchange of shares, and in such case such shareholders, and only such
shareholders, as shall be shareholders of record on the date of closing the
transfer books or on the record date so fixed shall be entitled to receive
notice of, and to vote at, such meeting, and any adjournment or postponement
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any shares


                                       11







on the books of the Corporation after such date of closing of the transfer books
or such record date fixed as aforesaid.

SECTION 7. DIVIDENDS. Dividends upon the outstanding shares of the Corporation
may be declared by the Board of Directors at any regular or special meeting
pursuant to law. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                    ARTICLE V
                    OFFICES, SEAL, BOOKS, CHECKS, FISCAL YEAR

SECTION 1. OFFICES. The principal office of the Corporation shall be located at
2815 Scott Avenue, St. Louis, Missouri 63103.

SECTION 2. SEAL. The corporate seal of the Corporation shall be a circular seal;
the words "BAKERS FOOTWEAR GROUP, INC." shall be embossed in the outer margin;
and the words "Corporate Seal" shall be embossed in the interior; or the seal
may be used by changing it on a facsimile thereof, to be impressed, affixed,
reproduced or otherwise, within or without the State of Missouri.

SECTION 3. PLACE FOR KEEPING BOOKS AND SEAL. The books of the Corporation, and
its corporate minutes and corporate seal, shall be kept in the custody of or
under the direction of the Secretary at the principal office of the Corporation,
or at such other place or places within or without the State of Missouri and in
the custody of such other person or persons as the Board of Directors may from
time to time determine.

SECTION 4. CHECKS. All checks or demands for money and notes of the Corporation
shall be signed by or at the direction of such officer or officers, or such
other person or persons as the Board of Directors may from time to time
designate.

SECTION 5. FISCAL YEAR. The fiscal year of the Corporation shall be fixed by a
resolution of the Board of Directors from time to time.

                                   ARTICLE VI
                     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                              EMPLOYEES, AND AGENTS

SECTION 1. ACTIONS INVOLVING DIRECTORS.

         The Corporation shall indemnify each person (other than a party
plaintiff suing on his or her own behalf or in the right of the Corporation) who
at any time is serving or has served as a director of the Corporation against
any claim, liability or expense incurred as a result of such


                                       12







service, or as a result of any other service on behalf of the Corporation, or
service at the request of the Corporation (which request need not be in writing)
as a director, officer, employee, member or agent of another corporation,
partnership, limited liability company, joint venture, trust, trade or industry
association, or other enterprise (whether incorporated or unincorporated,
for-profit or not-for-profit), to the maximum extent permitted by law. Without
limiting the generality of the foregoing, the Corporation shall indemnify any
such person (other than a party plaintiff suing on his or her behalf or in the
right of the Corporation), who was or is a party or is threatened to be made a
party, to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including, but not
limited to, an action by or in the right of the Corporation) by reason of such
service against expenses (including, without limitation, costs of investigation
and attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him or her in connection with such action, suit or
proceeding.

SECTION 2.        ACTIONS INVOLVING OFFICERS, EMPLOYEES AND AGENTS.

         A. Permissive Indemnification. The Corporation may, if it deems
appropriate and as may be permitted by this Article Six, indemnify any person
(other than a party plaintiff suing on his or her own behalf or in the right of
the Corporation) who at any time is serving or has served as an officer,
employee or agent of the Corporation against any claim, liability or expense
incurred as a result of such service, or as a result of any other service on
behalf of the Corporation, or service at the request of the Corporation as a
director, officer, employee, member or agent of another corporation,
partnership, limited liability company, joint venture, trust, trade or industry
association, or other enterprise (whether incorporated or unincorporated,
for-profit or not-for-profit), to the maximum extent permitted by law or to such
lesser extent as the Corporation, in its discretion, may deem appropriate.
Without limiting the generality of the foregoing, the Corporation may indemnify
any such person (other than a party plaintiff suing on his or her own behalf or
in the right of the Corporation), who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (including,
but not limited to, an action by or in the right of the Corporation) by reason
of such service, against expenses (including, without limitation, costs of
investigation and attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding.

         B. Mandatory Indemnification. To the extent that an officer, employee
or agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section 2.A of this
Article Six, or in defense of any claim, issue or matter therein, he or she
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the action, suit or
proceeding.

SECTION 3. DETERMINATION OF RIGHT TO INDEMNIFICATION IN CERTAIN CIRCUMSTANCES.

         Any indemnification required under Section 1 of this Article Six or
authorized by the Corporation in a specific case pursuant to Section 2 of this
Article Six (unless ordered by a court)


                                       13






shall be made by the Corporation unless a determination is made reasonably and
promptly that indemnification of the director, officer, employee or agent is not
proper under the circumstances because he or she has not met the applicable
standard of conduct set forth in or established pursuant to this Article Six.
Such determination shall be made (A) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (B) if such a quorum is not obtainable, or even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (C) by majority vote of the shareholders,
provided that there shall be no presumption that the Corporation is released
from any obligation under Section 1 of this Article Six, unless a written
instrument, subscribed by an appropriate officer of the Corporation expressly so
provides by making reference to this Subsection 3 of this Article Six.

SECTION 4. ADVANCE PAYMENT OF EXPENSES.

         Expenses incurred by a person who is or was a director, officer or
employee of the Corporation in defending a pending or threatened civil or
criminal action, suit or proceeding shall be paid by the Corporation in advance
of the final disposition of an action, suit or proceeding, and expenses incurred
by a person who is or was an agent of the Corporation in defending a pending or
threatened civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors, in either case upon receipt
of an undertaking by or on behalf of the director, officer, employee or agent to
repay such amount, without interest, if it shall ultimately be finally
determined that he or she is not entitled to be indemnified by the Corporation
as authorized in or pursuant to this Article Six.

SECTION 5. ARTICLE SIX PROVISIONS NOT EXCLUSIVE RIGHT.

         The indemnification provided by this Article Six shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled, whether under the Bylaws of the Corporation or any statute, agreement,
vote of shareholders or disinterested directors or otherwise, both as to action
in an official capacity and as to action in another capacity while holding such
office.

SECTION 6. INDEMNIFICATION AGREEMENTS AUTHORIZED.

         Without limiting the other provisions of this Article Six, the
Corporation is authorized from time to time, without further action by the
shareholders of the Corporation, to enter into agreements with any director,
officer, employee or agent of the Corporation providing such rights of
indemnification as the Corporation may deem appropriate, up to the maximum
extent permitted by law. Any agreement entered into by the Corporation with a
director may be authorized by the other directors, and such authorization shall
not be invalid on the basis that different or similar agreements may have been
or may thereafter be entered into with other directors.



                                       14






SECTION 7. STANDARD OF CONDUCT.

         Except as may otherwise be permitted by law, no person shall be
indemnified pursuant to this Article Six (including without limitation pursuant
to any agreement entered into pursuant to Section 6 of this Article Six) from or
on account of such person's conduct which is finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct. The
Corporation may (but need not) adopt a more restrictive standard of conduct with
respect to the indemnification of any officer, employee or agent of the
Corporation.

SECTION 8. INSURANCE.

         The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or who is or was otherwise serving on behalf or at the request of the
Corporation in any capacity against any claim, liability or expense asserted
against him or her and incurred by him or her in any such capacity, or arising
out of his or her status as such, whether or not the Corporation would have the
power to indemnify him or her against such liability under the provisions of
this Article Six.

SECTION 9. CERTAIN DEFINITIONS.

         For the purposes of this Article Six:

         A. Service in Representative Capacity. Any director, officer or
employee of the Corporation who shall serve as a director, officer or employee
of any other corporation, partnership, limited liability company, joint venture,
trust or other enterprise of which the Corporation, directly or indirectly, is
or was the owner of 20% or more of either the outstanding equity interests or
the outstanding voting stock (or comparable interests), shall be deemed to be so
serving at the request of the Corporation, unless the Board of Directors of the
Corporation shall determine otherwise. In all other instances where any person
shall serve as a director, officer, employee or agent of another corporation,
partnership, limited liability company, joint venture, trust or other enterprise
of which the Corporation is or was a stockholder or creditor, or in which it is
or was otherwise interested, if it is not otherwise established that such person
is or was serving as a director, officer, employee or agent at the request of
the Corporation, the Board of Directors of the Corporation may determine whether
such service is or was at the request of the Corporation, and it shall not be
necessary to show any actual or prior request for such service.

         B. Predecessor Corporations. References to a corporation include all
constituent corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation so that any person who is or was a director,
officer, employee or agent of a constituent corporation or is or was serving at
the request of a constituent corporation as a director, officer, employee or
agent of another corporation, partnership, limited liability company, joint
venture, trust or other enterprise shall stand in the same position under the
provisions of this Article Six with respect to the resulting or surviving
corporation as he or she would if he or she had served the resulting or
surviving corporation in the same capacity.

                                       15






         C. Service for Employee Benefit Plan. The term "other enterprise" shall
include, without limitation, employee benefit plans and voting or taking action
with respect to stock or other assets therein; the term "serving at the request
of the Corporation" shall include, without limitation, any service as a
director, officer, employee or agent of a corporation which imposes duties on,
or involves services by, a director, officer, employee or agent with respect to
any employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner he or she reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have satisfied any standard of care required by or pursuant to this
Article Six in connection with such plan; the term "fines" shall include,
without limitation, any excise taxes assessed on a person with respect to an
employee benefit plan and shall also include any damages (including treble
damages) and any other civil penalties.

SECTION 10. SURVIVAL.

         Each person who was or is a director, officer or employee of the
Corporation is a third party beneficiary to this Article Six and shall be
entitled to enforce against the Corporation all indemnification rights provided
or contemplated by this Article Six. Such indemnification rights shall continue
as to a person who has ceased to be a director, officer or employee, and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

         This Article Six may be hereafter amended or repealed; provided
however, no such amendment or repeal shall reduce, terminate or otherwise
adversely affect the right of any person who was or is a director, officer or
employee to obtain indemnification or an advance of expenses with respect to a
proceeding that pertains to or arises out of actions or omissions that occurred
prior to the Deadline Indemnification Date. For purposes of this Section 10 of
this Article Six, the term "Deadline Indemnification Date" shall mean the later
of: (a) the effective date of any amendment or repeal of this Article Six which
reduces, terminates or otherwise adversely affects the rights hereunder of any
person who was or is a director, officer or employee; (b) the expiration of such
person's then current term of office with, or service for, the Corporation
(provided such person has a stated term of office or service and completes such
term); or (c) the effective date such person resigns his or her office or
terminates his or her service (provided such person has a stated term of office
or service but resigns prior to the expiration of such term).

                                       16






SECTION 11. LIABILITY OF THE DIRECTORS, OFFICERS, AND EMPLOYEES.

         Notwithstanding the limitation on liability for directors set forth in
Article VI of the Corporation's Articles of Incorporation, it is the intention
of the Corporation to limit the personal liability of the directors, officers
and employees of the Corporation, in their capacity as such, whether to the
Corporation, its shareholders or otherwise, to the fullest extent permitted by
law. Consequently, should the GBCL or any other applicable law be amended or
adopted hereafter so as to permit the elimination or limitation of such
liability, the liability of the directors, officers and/or employees of the
Corporation shall be so eliminated or limited without the need for amendment of
these Bylaws or for further action on the part of the shareholders of the
Corporation.

                                   ARTICLE VII
                   ALTERATION, AMENDMENT, OR REPEAL OF BYLAWS

         These Bylaws may be altered, amended or repealed at any regular meeting
of the Board of Directors, or at any special meeting of the Board of Directors
if a description of the proposed alteration, amendment or repeal is provided in
the materials presented at such regular or special meeting, by the affirmative
vote of a majority of the Board of Directors, provided that such authority has
been delegated to the Board of Directors by the Articles of Incorporation and
further provided that in no event shall the Bylaws be inconsistent with law or,
in substance to a material degree, with any of the terms, conditions or
provisions of the Articles of Incorporation of the Corporation; provided
however, that any amendment to Article VI of these Bylaws shall first be adopted
by a vote of the shareholders to the extent required by law.

                                  ARTICLE VIII
                           CONTROL SHARE ACQUISITIONS

         Section 351.407 of the General and Business Corporation Law of
Missouri, as amended from time to time, (relating to control share acquisitions)
shall not apply to control share acquisitions of the capital stock, whether
common or preferred, of the Corporation.



                                       17

EX-4.3

                                                                     EXHIBIT 4.3

                          BAKERS FOOTWEAR GROUP, INC.,
                              RYAN BECK & CO., INC.
                                       AND
                              BB&T CAPITAL MARKETS

                       REPRESENTATIVES' WARRANT AGREEMENT

                           Dated as of _________, 2004


         REPRESENTATIVES' WARRANT AGREEMENT by and among BAKERS FOOTWEAR GROUP,
INC., a Missouri corporation (the "Company"), and RYAN BECK & CO., INC. ("Ryan
Beck") and BB&T Capital Markets, a Division of Scott & Stringfellow, Inc.
("BB&T"; Ryan Beck and BB&T are hereinafter collectively referred to variously
as the "Holders" or the "Representatives").

                                   WITNESSETH

         WHEREAS, the Company proposes to issue to the Representatives warrants
("Warrants") to purchase up to an aggregate of 175,000 shares of common stock
(the "Shares"), $0.0001 par value per share, of the Company (the "Common
Stock"); and

         WHEREAS, the Representatives have agreed pursuant to the underwriting
agreement (the "Underwriting Agreement") dated as of the date hereof by and
among the Representatives and the Company, to act as the Representatives of the
Underwriters in connection with the Company's proposed public offering of up to
2,012,500 shares of Common Stock at a public offering price of $________ per
share of Common Stock (the "Public Offering"); and

         WHEREAS, the Warrants to be issued pursuant to this Agreement will be
issued on the First Closing Date (as such term is defined in the Underwriting
Agreement) by the Company to the Representatives in consideration for, and as
part of the Representatives' compensation in connection with, the
Representatives acting as the Representatives pursuant to the Underwriting
Agreement;


         NOW, THEREFORE, in consideration of the premises, the payment by the
Representatives to the Company of an aggregate of seventeen dollars and fifty
cents ($17.50), the agreements herein set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:


         1. GRANT. Each of the Representatives is hereby granted the right to
purchase, at any time from _________, 2005 [one year from the Closing] until
5:30 P.M., New York time, on ________, 2009 [five years from the Closing], up to
that number of shares of Common Stock as is set forth opposite the name of such
Representative on Schedule A attached hereto at an initial exercise price
(subject to adjustment as provided in Section 8 hereof) of $______ [120% of the
public offering price per share] per share of Common Stock subject to the terms
and conditions of this Agreement. Except as expressly set forth herein, the
shares issuable upon exercise of the Warrants are in all respects identical to
the shares of Common Stock being purchased by the





Representatives for resale to the public pursuant to the terms and provisions of
the Underwriting Agreement.

         2. WARRANT CERTIFICATES. The warrant certificates (the "Warrant
Certificates") delivered and to be delivered pursuant to this Agreement shall be
in the form set forth in Exhibit A attached hereto and made a part hereof, with
such appropriate insertions, omissions, substitutions, and other variations as
required or permitted by this Agreement.

         3. EXERCISE OF WARRANT.

                  3.1 Method of Exercise. The Warrants initially are exercisable
at an exercise price (subject to adjustment as provided in Section 8 hereof) per
share of Common Stock set forth in Section 6 hereof payable by certified or
official bank check in New York Clearing House funds. Upon surrender of a
Warrant Certificate with the annexed Form of Election to Purchase duly executed,
together with payment of the Exercise Price (as hereinafter defined) for the
shares of Common Stock purchased at the Company's principal offices in St.
Louis, Missouri (presently located at 2815 Scott Avenue, St. Louis, Missouri
63103) the registered holder of a Warrant Certificate ("Holder" or "Holders")
shall be entitled to receive a certificate or certificates for the shares of
Common Stock so purchased. The purchase rights represented by each Warrant
Certificate are exercisable at the option of the Holder thereof, in whole or in
part (but not as to fractional shares of the Common Stock underlying the
Warrants). In the case of the purchase of less than all the shares of Common
Stock purchasable under any Warrant Certificate, the Company shall cancel said
Warrant Certificate upon the surrender thereof and shall execute and deliver a
new Warrant Certificate of like tenor for the balance of the shares of Common
Stock purchasable thereunder.

                  3.2 Exercise by Surrender of Warrant. In addition to the
method of payment set forth in Section 3.1 hereof and in lieu of any cash
payment required thereunder, the Holder(s) of the Warrants shall have the right
at any time and from time to time to exercise the Warrants in full or in part by
surrendering the Warrant Certificate in the manner specified in Section 3.1 in
exchange for the number of shares of Common Stock equal to the product of (x)
the number of shares as to which the Warrants are being exercised multiplied by
(y) a fraction, the numerator of which is the Market Price (as defined below) of
the Common Stock less the Exercise Price, and the denominator of which is such
Market Price. Solely for the purposes of this paragraph, Market Price shall be
calculated either (i) on the date which the form of election attached hereto is
deemed to have been sent to the Company pursuant to Section 13 hereof (the
"Notice Date"), or (ii) as the average of the Market Prices for each of the five
trading days immediately preceding the Notice Date, whichever of (i) or (ii) is
greater.

                  3.3 Definition of Market Price. As used herein, the phrase
"Market Price" at any date shall be deemed to be the last reported sale price,
or, in case no such reported sale takes place on such day, the average of the
last reported sale prices for the last three (3) trading days, in either case as
officially reported by the principal securities exchange on which the Common
Stock is listed or admitted to trading or by the National Association of
Securities Dealers, Inc. Automated Quotation System ("NASDAQ"), or, if the
Common Stock is not listed or admitted to trading on any national securities
exchange or quoted by NASDAQ, the average closing bid price as furnished by the
National Association Securities Dealers, Inc. ("NASD") through


                                       2



NASDAQ or similar organization if NASDAQ is no longer reporting such
information, or if the Common Stock is not quoted on NASDAQ, as determined in
good faith by resolution of the Board of Directors of the Company, based on the
best information available to it.

         4. ISSUANCE OF CERTIFICATES. Upon the exercise of the Warrants, the
issuance of certificates for shares of Common Stock or other securities,
properties or rights underlying such Warrants, shall be made forthwith (and in
any event within three (3) business days thereafter) without charge to the
Holder thereof including, without limitation, any tax which may be payable in
respect of the issuance thereof, and such certificates shall (subject to the
provisions of Sections 5 and 7 hereof) be issued in the name of, or in such
names as may be directed by, the Holder thereof; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issuance and delivery of any such certificates in a
name other than that of the Holder and the Company shall not be required to
issue or deliver such certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the Company the amount of
such tax or shall have established to the satisfaction of the Company that such
tax has been paid.

         The Warrant Certificates and the certificates representing the Common
Stock (and/or other securities, property or rights issuable upon the exercise of
the Warrants) shall be executed on behalf of the Company by the manual or
facsimile signature of the then present Chairman or Vice Chairman of the Board
of Directors or President or Vice President of the Company attested to by the
manual or facsimile signature of the then present Secretary or Assistant
Secretary of the Company. Warrant Certificates shall be dated the date of
execution by the Company upon initial issuance, division, exchange, substitution
or transfer.


         5. RESTRICTION ON TRANSFER OF WARRANTS. The Holder of a Warrant
Certificate, by its acceptance thereof, covenants and agrees that the Warrants
are being acquired as an investment and not with a view to the distribution
thereof; and that the Warrants may not be sold, transferred, assigned,
hypothecated or otherwise disposed of, in whole or in part, for a period of one
(1) year from the date hereof, except to directors, officers, employees and
affiliates of the Representatives who are capable of evaluating an investment in
the Common Stock and who have access to material information of the scope and
character available in a registration statement, as contemplated by the
Securities Act of 1933, as amended (the "Act").


         6. EXERCISE PRICE.

                  6.1 Initial and Adjusted Exercise Price. Except as otherwise
provided in Section 8 hereof, the initial exercise price of each Warrant shall
be [$_____] per share of Common Stock. The adjusted exercise price shall be the
price which shall result from time to time from any and all adjustments of the
initial exercise price in accordance with the provisions of Section 8 hereof.

                  6.2 Exercise Price. The term "Exercise Price" herein shall
mean the initial exercise price or the adjusted exercise price, depending upon
the context.

         7. REGISTRATION RIGHTS.


                                       3



                  7.1 Registration Under the Securities Act of 1933. The
Warrants, the Shares and any securities issuable upon exercise of the Warrants
have not been registered under the Act. Upon exercise, in part or in whole, of
the Warrants, certificates representing the Common Stock underlying the Warrants
and any of the other securities issuable upon exercise of the Warrants
(collectively, the "Warrant Shares") shall bear the following legend:

         The securities represented by this certificate have not been registered
         under the Securities Act of 1933, as amended ("Act"), and may not be
         offered or sold except pursuant to (i) an effective registration
         statement under the Act, (ii) to the extent applicable, Rule 144 under
         the Act (or any similar rule under such Act relating to the disposition
         of securities), or (iii) an opinion of counsel, if such opinion shall
         be reasonably satisfactory to counsel to the issuer, that an exemption
         from registration under such Act is available.

                  7.2 Piggyback Registration. For a period commencing on the
effective date (the "Effective Date") of the Company's registration statement on
Form S-1 (Registration No. 333-86332), and ending six (6) years from the Closing
Date, if the Company proposes to register any of its securities under the Act
(other than any registration statement filed by the Company pursuant to
obligations existing on the date of this Agreement or in connection with a
transaction registered on Form S-4 or any registration pursuant to Form S-8 or
any successor forms) it will give written notice by registered mail, at least
thirty (30) days prior to the filing of each such registration statement, to the
Representatives and to all other Holders of the Warrants and/or the Warrant
Shares of its intention to do so. If the Representatives or other Holders of the
Warrants and/or Warrant Shares notify the Company within twenty (20) days after
receipt of any such notice of its or their desire to include any such securities
in such proposed registration statement, the Company shall afford each of the
Representatives and such Holders of the Warrants and/or Warrant Shares the
opportunity to have any such Warrant Shares registered under such registration
statement.

         Notwithstanding the provisions of this Section 7.2, the Company shall
have the right at any time after it shall have given written notice pursuant to
this Section 7.2 (irrespective of whether a written request for inclusion of any
such securities shall have been made) to elect not to file any such proposed
registration statement, or to withdraw the same after the filing but prior to
the effective date thereof.

                  7.3 Demand Registration.

                  (a) For a period commencing on the Effective Date, and ending
five (5) years from the Closing Date, the Holders of the Warrants and/or Warrant
Shares representing a "Majority" (as hereinafter defined) of such securities
(assuming the exercise of all of the Warrants) shall have the right (which right
is in addition to the registration rights under Section 7.2 hereof), exercisable
by written notice to the Company, to have the Company prepare and file with the
Securities and Exchange Commission (the "Commission"), on one occasion, a
registration statement and such other documents, including a prospectus, as may
be necessary in


                                       4



the opinion of both counsel for the Company and counsel for the Representatives
and Holders, in order to comply with the provisions of the Act, so as to permit
a public offering and sale of their respective Warrant Shares for nine (9)
consecutive months by such Holders and any other Holders of the Warrants and/or
Warrant Shares who notify the Company within ten (10) days after receiving
notice from the Company of such request.

                  (b) The Company covenants and agrees to give written notice of
any registration request under this Section 7.3 by any Holder or Holders to all
other registered Holders of the Warrants and the Warrant Shares within ten (10)
days after the date of the receipt of any such registration request.

                  (c) In addition to the registration rights under Section 7.2
and subsection (a) of this Section 7.3, for a period commencing on the Effective
Date, and ending five (5) years from the Closing Date, unless all of the
Warrants issued and issuable have been exercised and the Holders of the Warrant
shares have received a written opinion of Company counsel, reasonably
satisfactory in form and substance to such Holders, to the effect that all of
the Warrant Shares are freely resalable pursuant to Rule 144(k) promulgated
under the Act, any Holder of Warrants and/or Warrant Shares shall have the
right, exercisable by written request to the Company, to have the Company
prepare and file, on one occasion, with the Commission a registration statement
so as to permit a public offering and sale for nine (9) consecutive months by
any such Holder of its Warrant Shares, provided, however, that the provisions of
Section 7.4(b) hereof shall not apply to any such registration request and
registration and all costs incident thereto shall be at the expense of the
Holder or Holders making such request.

                  7.4 Covenants of the Company With Respect to Registration. In
connection with any registration under Sections 7.2 or 7.3 hereof, the Company
covenants and agrees as follows:


                  (a) The Company shall use its best efforts to file a
registration statement within thirty (30) days of receipt of any demand
therefor, shall use its best efforts to have any registration statements
declared effective at the earliest possible time, and shall furnish each Holder
desiring to sell Warrant Shares such number of prospectuses as shall reasonably
be requested.


                  (b) The Company shall pay all costs, fees and expenses
(excluding fees and expenses of Holder(s)' counsel and any underwriting or
selling commissions) in connection with all registration statements filed
pursuant to Sections 7.2 and 7.3(a) including, without limitation, the Company's
legal and accounting fees, printing expenses, blue sky fees and expenses. The
Holder(s) requesting registration will pay all costs, fees and expenses in
connection with any registration statement filed pursuant to Section 7.3(c).

                  (c) The Company will take all necessary action which may be
required in qualifying or registering the Warrant Shares included in a
registration statement for offering and sale under the securities or blue sky
laws of such states as reasonably are requested by the Holder(s), provided that
the Company shall not be obligated to execute or file any general consent to
service of process or to qualify as a foreign corporation to do business under
the laws of any such jurisdiction.


                                       5



                  (d) The Company shall indemnify and hold harmless the
Holder(s) of the Warrant Shares to be sold pursuant to any registration
statement and each person, if any, who controls such Holders within the meaning
of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of
1934, as amended ("Exchange Act"), from and against any and all loss, claim,
damage, expense or liability (including all expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever including,
without limitation, the fees and expenses of legal counsel) to which any of them
may become subject under the Act, the Exchange Act or otherwise, arising from
such registration statement but only to the same extent and with the same effect
as the provisions pursuant to which the Company has agreed to indemnify the
Representatives contained in Section 10 of the Underwriting Agreement.

                  (e) The Holder(s) of the Warrant Shares to be sold pursuant to
a registration statement, and their successors and assigns, shall severally, and
not jointly, indemnify the Company, its officers, employees and directors and
each person, if any, who controls the Company within the meaning of Section 15
of the Act or Section 20(a) of the Exchange Act, from and against any and all
loss, claim, damage or expense or liability (including all expenses reasonably
incurred in investigating, preparing or defending against any claim whatsoever)
to which they may become subject under the Act, the Exchange Act or otherwise,
arising from information furnished in writing by or on behalf of such Holders,
or their successors or assigns, for specific inclusion in such registration
statement to the same extent and with the same effect as the provisions
contained in Section 10 of the Underwriting Agreement pursuant to which the
Representatives have agreed to indemnify the Company.

                  (f) Nothing contained in this Agreement shall be construed as
requiring the Holder(s) to exercise their Warrants prior to the initial filing
of any registration statement or the effectiveness thereof.

                  (g) Except for the registration of securities pursuant to the
exercise of registration rights granted to the holders of the Company's
Subordinated Convertible Debentures due 2007, the Company shall not permit the
inclusion of any securities other than the Warrant Shares to be included in any
registration statement filed pursuant to Section 7.3 hereof, or permit any other
registration statement (other than in connection with a transaction registered
on Form S-4 or any registration pursuant to Form S-8, or any successor forms) to
be or remain effective during the effectiveness of a registration statement
filed pursuant to Section 7.3 hereof, without the prior written consent of the
Holders of the Warrants and Warrant Shares representing a Majority of such
securities.

                  (h) The Company shall furnish to each Holder participating in
the offering and to each underwriter, if any, a signed counterpart, addressed to
such Holder or underwriter, of (i) an opinion of counsel to the Company, dated
the effective date of the registration statement (and, if such registration
includes an underwritten public offering, an opinion dated the date of the
closing under the underwriting agreement), and (ii) a "cold comfort" letter
dated the effective date of the registration statement (and, if such
registration includes an underwritten public offering, a letter dated the date
of the closing under the underwriting agreement) signed by the independent
public accountants who have issued a report on the Company's financial
statements included in such registration statement, in each case covering
substantially the same matters with respect to such registration statement (and
the prospectus included therein) and, in the case of


                                       6



such accountants' letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer's counsel
and in accountants' letters delivered to underwriters in underwritten public
offerings of securities.

                  (i) The Company shall as soon as practicable after the
effective date of the registration statement, and in any event within 15 months
thereafter, make "generally available to its security holders" (within the
meaning of Rule 158 under the Act) an earnings statement (which need not be
audited) complying with Section 11 (a) of the Act and covering a period of at
least 12 consecutive months beginning after the effective date.


                  (j) The Company shall deliver promptly to each Holder
participating in the offering requesting the correspondence and memoranda
described below and to the managing underwriters, copies of all correspondence
between the Commission and the Company, its counsel or auditors and all
memoranda relating to discussions with the Commission or its staff with respect
to the registration statement and permit each Holder and such underwriters to do
such investigation, upon reasonable advance notice, with respect to information
contained in or omitted from the registration statement as it deems or they deem
reasonably necessary to comply with applicable securities laws or the rules and
regulations of the NASD. Such investigation shall be solely in connection with
the preparation of such registration statement and may include access to books,
records and properties and opportunities to discuss the business of the Company
with its officers and independent auditors, all to such reasonable extent and at
such reasonable times as any such Holder or underwriter shall reasonably
request.


                  (k) The Company shall enter into an underwriting agreement
with the underwriters selected for such underwriting by the Holders of a
Majority of the Warrant Shares requested to be included in such underwriting,
which, subject to applicable NASD rules and regulations, may be Ryan Beck and/or
BB&T. Such agreement shall be satisfactory in form and substance to the Company,
each Holder and such managing underwriters, and shall contain such
representations, warranties and covenants by the Company and such other terms as
are customarily contained in agreements of that type used by the managing
underwriter. The Holders shall be parties to any underwriting agreement relating
to an underwritten sale of their Warrant Shares and may, at their option,
require that any or all the representations, warranties and covenants of the
Company to or for the benefit of such underwriters shall also be made to and for
the benefit of such Holders. Such Holders shall not be required to make any
representations or warranties to or agreements with the Company or the
underwriters except as they may relate to such Holders and their intended
methods of distribution or as otherwise required by the registration statement.

                  (l) In addition to the Warrant Shares, upon the written
request therefor by any Holder(s), the Company shall include in the registration
statement any other securities of the Company held by such Holder(s) as of the
date of filing of such registration statement, including without limitation
restricted shares of Common Stock, options, warrants or any other securities
convertible into shares of Common Stock, subject to customary carve-backs in the
discretion of a managing underwriter.

                  (m) For purposes of this Agreement, the term "Majority" in
reference to the Holders of Warrants or Warrant Shares, shall mean in excess of
fifty percent (50%) of the then


                                       7



outstanding Warrants or Warrant Shares that (i) are not held by the Company, an
affiliate, officer, creditor, employee or agent thereof or any of their
respective affiliates, members of their family, persons acting as nominees or in
conjunction therewith and (ii) have not been resold to the public.

         8. ADJUSTMENTS TO EXERCISE PRICE AND NUMBER OF SECURITIES.

                  8.1 Subdivision and Combination. In case the Company shall at
any time subdivide or combine the outstanding shares of Common Stock, the
Exercise Price shall forthwith be proportionately decreased in the case of
subdivision or increased in the case of combination.

                  8.2 Stock Dividends and Distributions. In case the Company
shall pay a dividend in, or make a distribution of, shares of Common Stock or of
the Company's capital stock convertible into Common Stock, the Exercise Price
shall forthwith be proportionately decreased. An adjustment made pursuant to
this Section 8.2 shall be made as of the record date for the subject stock
dividend or distribution.

                  8.3 Adjustment in Number of Securities. Upon each adjustment
of the Exercise Price pursuant to the provisions of this Section 8, the number
of Securities issuable upon the exercise at the adjusted exercise price of each
Warrant shall be adjusted to the nearest whole number by multiplying a number
equal to the Exercise Price in effect immediately prior to such adjustment by
the number of Warrant Shares issuable upon exercise of the Warrants immediately
prior to such adjustment and dividing the product so obtained by the adjusted
Exercise Price.

                  8.4 Definition of Common Stock. For the purpose of this
Agreement, the term "Common Stock" shall mean (i) the class of stock designated
as Common Stock in the Articles of Incorporation of the Company as of the date
hereof, as the same may be amended from time to time, or (ii) any other class of
stock resulting from successive changes or reclassifications of such Common
Stock consisting solely of changes in par value, or from par value to no par
value, or from no par value to par value.

                  8.5 Merger or Consolidation. In case of any consolidation of
the Company with, or merger of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger which does not result
in any reclassification or change of the outstanding Common Stock), the
corporation formed by such consolidation or merger shall execute and deliver to
the Holder a supplemental warrant agreement providing that the holder of each
Warrant then outstanding or to be outstanding shall have the right thereafter
(until the expiration of such Warrant) to receive, upon exercise of such
warrant, the kind and amount of shares of stock and other securities and
property receivable upon such consolidation or merger, by a holder of the number
of shares of Common Stock of the Company for which such warrant might have been
exercised immediately prior to such consolidation, merger, sale or transfer.
Such supplemental warrant agreement shall provide for adjustments which shall be
identical to the adjustments provided in Section 8. The above provision of this
subsection shall similarly apply to successive consolidations or mergers.


                                       8



                  8.6 No Adjustment of Exercise Price in Certain Cases. No
adjustment of the Exercise Price shall be made if the amount of said adjustment
shall be less than two cents ($.02) per Warrant Share, provided, however, that
in such case any adjustment that would otherwise be required then to be made
shall be carried forward and shall be made at the time of and together with the
next subsequent adjustment which, together with any adjustment so carried
forward, shall amount to at least two cents ($.02) per Warrant Share.

         9. EXCHANGE AND REPLACEMENT OF WARRANT CERTIFICATES. Each Warrant
Certificate is exchangeable without expense, upon the surrender thereof by the
registered Holder at the principal executive office of the Company, for a new
Warrant Certificate of like tenor and date representing in the aggregate the
right to purchase the same number of Warrant Shares in such denominations as
shall be designated by the Holder thereof at the time of such surrender. Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of any Warrant Certificate, and, in case of
loss, theft or destruction, of indemnity or security reasonably satisfactory to
it, and reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of the Warrants, if mutilated, the
Company will make and deliver a new Warrant Certificate of like tenor, in lieu
thereof.

         10. ELIMINATION OF FRACTIONAL INTERESTS. The Company shall not be
required to issue certificates representing fractions of shares of Common Stock
upon the exercise of the Warrants, nor shall it be required to issue scrip or
pay cash in lieu of fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction down
to the nearest whole number of shares of Common Stock or other securities,
properties or rights and by paying to the Holder of the Warrant in lieu of such
fraction, calculated to the nearest one one-hundredth of a share, an amount in
cash equal to the then market value of one share of Common Stock, multiplied by
such fraction.

         11. RESERVATION AND LISTING OF SECURITIES. The Company shall at all
times reserve and keep available out of its authorized shares of Common Stock,
solely for the purpose of issuance upon the exercise of the Warrants, such
number of shares of Common Stock or other securities, properties or rights as
shall be issuable upon the exercise thereof. The Company covenants and agrees
that, upon exercise of the Warrants and payment of the Exercise Price therefor,
all shares of Common Stock and other securities issuable upon such exercise
shall be duly and validly issued, fully paid, non-assessable and not subject to
the preemptive rights of any stockholder. As long as the Warrants shall be
outstanding, the Company shall use its best efforts to cause all shares of
Common Stock issuable upon the exercise of the Warrants to be listed (subject to
official notice of issuance) on all securities exchanges on which the Common
Stock issued to the public in connection herewith may then be listed and/or
quoted.

         12. NOTICES TO WARRANT HOLDERS. Nothing contained in this Agreement
shall be construed as conferring upon the Holders the right to vote or to
consent or to receive notice as a stockholder in respect of any meetings of
stockholders for the election of directors or any other matter, or as having any
rights whatsoever as a stockholder of the Company. If, however, at any time
prior to the expiration of the Warrants and their exercise, any of the following
events shall occur:


                                       9



         (a) the Company shall take a record of the holders of its shares of
Common Stock for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the
Company;

         (b) the Company shall offer to all the holders of its Common Stock any
additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option, right
or warrant to subscribe therefor; or

         (c) a dissolution, liquidation or winding up of the Company (other than
in connection with a consolidation or merger) or a sale of all or substantially
all of its property, assets and business as an entirety shall be proposed;

         then, in any one or more of said events, the Company shall give written
notice of such event at least fifteen (15) days prior to the date fixed as a
record date or the date of closing the transfer books for the determination of
the stockholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of closing the transfer books, as the case may be.
Failure to give such notice or any defect therein shall not affect the validity
of any action taken in connection with the declaration or payment of any such
dividend, or the issuance of any convertible or exchangeable securities, or
subscription rights, options or warrants, or any proposed dissolution,
liquidation, winding up or sale.

         13. NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly made and
sent when delivered, or mailed by registered or certified mail, return receipt
requested:

         (a) If to the registered Holder of the Warrants, to the address of such
Holder as shown on the books of the Company; or


         (b) If to the Representatives, to Ryan Beck & Co., Inc., 650 Madison
Avenue, New York, New York 10022, Attention: Michael Kollender and to BB&T
Capital Markets, 909 East Main Street, 7th Floor, Richmond, Virginia 23219,
Attention: Jake Savage; or


         (c) If to the Company, to the address set forth in Section 3 hereof or
to such other address as the Company may designate by notice to the Holders with
a copy to Bryan Cave, LLP, 211 North Broadway, Suite 3600, St. Louis, Missouri
63102, Attention: J. Mark Klamer.

         14. SUPPLEMENTS AND AMENDMENTS. The Company and the Representatives may
from time to time supplement or amend this Agreement without the approval of any
Holders of Warrant Certificates (other than the Representatives) in order to
cure any ambiguity, to correct or supplement any provision contained herein
which may be defective or inconsistent with any provisions herein, or to make
any other provisions in regard to matters or questions arising hereunder which
the Company and the Representatives may deem necessary or desirable and which
the Company and the Representatives deem shall not adversely affect the
interests of the Holders of Warrant Certificates.


                                       10



         15. SUCCESSORS. All the covenants and provisions of this Agreement
shall be binding upon and inure to the benefit of the Company, the Holders and
their respective successors and assigns hereunder.

         16. TERMINATION. This Agreement shall terminate at the close of
business on ________, 2011. Notwithstanding the foregoing, the indemnification
provisions of Section 7 shall survive such termination until the close of
business on ________, 2017.

         17. GOVERNING LAW; SUBMISSION TO JURISDICTION. This Agreement and each
Warrant Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of New York and for all purposes shall be construed in
accordance with the laws of said State without giving effect to its rules
governing the conflicts of laws. The Company and the Representatives hereby
agree that any action, proceeding or claim against it or them arising out of, or
relating in any way to, this Agreement shall be brought and enforced in the
courts of the State of New York or of the United States of America for the
Southern District of New York, and irrevocably submit to such jurisdiction,
which jurisdiction shall be exclusive. The Company and the Representatives
hereby irrevocably waive any objection to such exclusive jurisdiction or
inconvenient forum. Any such process or summons to be served upon the Company or
the Representatives (at the option of the party bringing such action, proceeding
or claim) may be served by transmitting a copy thereof, by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at
the address provided for in Section 13 hereof. Such mailing shall be deemed
personal service and shall be legal and binding upon the party so served in any
action, proceeding or claim. The Company and the Representatives agree that the
prevailing party(ies) in any such action or proceeding shall be entitled to
recover from the other party(ies) all of its/their reasonable legal costs and
expenses relating to such action or proceeding and/or incurred in connection
with the preparation therefor.

         18. ENTIRE AGREEMENT; MODIFICATION. This Agreement (including the
Underwriting Agreement to the extent portions thereof are referred to herein)
contains the entire understanding between the parties hereto with respect to the
subject matter hereof and may not be modified or amended except by a writing
duly signed by the party against whom enforcement of the modification or
amendment is sought.

         19. SEVERABILITY. If any provision of this Agreement shall be held to
be invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provision of this Agreement.

         20. CAPTIONS. The caption headings of the Sections of this Agreement
are for convenience of reference only and are not intended, nor should they be
construed as, a part of this Agreement and shall be given no substantive effect.

         21. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be
construed to give to any person or corporation other than the Company and the
Representatives and any other registered Holder(s) of the Warrant Certificates
or Warrant Shares any legal or equitable right, remedy or claim under this
Agreement; and this Agreement shall be for the sole and exclusive benefit of the
Company, the Representatives and the Holder(s) of the Warrant Certificates or
Warrant Shares.


                                       11



         22. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and such counterparts shall together constitute but one and the
same instrument.


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.


                                  BAKERS FOOTWEAR GROUP, INC.




                                  By:
                                     ------------------------------------------
                                     Name:  Peter A. Edison
                                     Title: Chairman and Chief Executive Officer




                                  RYAN BECK & CO., INC.



                                  By:
                                     ------------------------------------------
                                     Name:  Michael J. Kollender
                                     Title: Managing Director


                                  BB&T CAPITAL MARKETS, a
                                  Division of Scott & Stringfellow, Inc.




                                  By:
                                     ------------------------------------------
                                     Name:  Jim A. Tyler, Jr.
                                     Title: Senior Vice President and Head of
                                            Syndicate




                                       12



                                   SCHEDULE A



     Name of Representative                        Number of Warrant Shares
     ----------------------                        ------------------------

     Ryan Beck & Co., Inc.

     BB&T Capital Markets







                                    EXHIBIT A


THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE HEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE
EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF
SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

                       EXERCISABLE ON OR BEFORE 5:30 P.M.,
                        NEW YORK TIME, ___________, 2009


No. W-_______


                               WARRANT CERTIFICATE



This Warrant Certificate certifies that ___________________, or registered
assigns, is the registered holder of ___________ Warrants, each Warrant
entitling the holder to purchase initially, at any time from __________, 2005
[one year from the closing date] until 5:30 p.m. New York time on
______________, 2009 [five years from the closing date] ("Expiration Date"), one
fully-paid and non-assessable share of common stock, $0.0001 par value ("Common
Stock") of Bakers Footwear Group, Inc., a Missouri corporation (the "Company"),
at the initial exercise price, subject to adjustment in certain events (the
"Exercise Price"), of $__________ [120% of the public offering price] per share
of Common Stock upon surrender of this Warrant Certificate and payment of the
Exercise Price at an office or agency of the Company, but subject to the
conditions set forth herein and in the Representatives' Warrant Agreement (the
"Warrant Agreement") dated as of ______________, 2004 by and among the Company,
Ryan Beck & Co., Inc. and BB&T Capital Markets, a Division of Scott &
Stringfellow, Inc. Payment of the Exercise Price shall be made by certified or
official bank check in New York Clearing House funds payable to the order of the
Company or by surrender of this Warrant Certificate.


No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration
Date, at which time all Warrants evidenced hereby, unless exercised prior
thereto, shall thereafter be void.


                                      A-1



The Warrants evidenced by this Warrant Certificate are part of a duly authorized
issue of Warrants issued pursuant to the Warrant Agreement, which Warrant
Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Company and the
holders (the words "holders" or "holder" meaning the registered holders or
registered holder) of the Warrants.

The Warrant Agreement provides that upon the occurrence of certain events the
Exercise Price and the type and/or number of the Company's securities issuable
thereupon may, subject to certain conditions, be adjusted. In such event, the
Company will, at the request of the holder, issue a new Warrant Certificate
evidencing the adjustment in the Exercise Price and the number and/or type of
securities issuable upon the exercise of the Warrants; provided, however, that
the failure of the Company to issue such new Warrant Certificates shall not in
any way change, alter, or otherwise impair, the rights of the holder as set
forth in the Warrant Agreement.

Upon due presentment for registration of transfer of this Warrant Certificate at
an office or agency of the Company, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided herein and in the Warrant
Agreement, without any charge except for any tax or other governmental charge
imposed in connection with such transfer.

Upon the exercise of less than all of the Warrants evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new
Warrant Certificate representing such number of unexercised Warrants.

The Company may deem and treat the registered holder(s) hereof as the absolute
owner(s) of this Warrant Certificate (notwithstanding any notation of ownership
or other writing hereon made by anyone), for the purpose of any exercise hereof,
and of any distribution to the holder(s) hereof, and for all other purposes, and
the Company shall not be affected by any notice to the contrary.

All terms used in this Warrant Certificate which are defined in the Warrant
Agreement shall have the meanings assigned to them in the Warrant Agreement.


IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed under its corporate seal.

Dated as of __________, 2004


                                      A-2



             [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.1]

The undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant Certificate, to purchase _______________ shares of Common Stock and
herewith tenders in payment for such securities a certified or official bank
check payable in New York Clearing House Funds to the order of Bakers Footwear
Group, Inc. in the amount of $_________, all in accordance with the terms of
Section 3.1 of the Representatives' Warrant Agreement, dated as of
______________, 2004, among Bakers Footwear Group, Inc., Ryan Beck & Co., Inc.
and BB&T Capital Markets, a Division of Scott & Stringfellow, Inc. The
undersigned requests that a certificate for such securities be registered in the
name of __________________ whose address is _______________________ and that
such Certificate be delivered to ___________________ whose address is
__________________.

Dated: ____________________________________________


Signature:_________________________________________

(Signature must conform in all respects to name of holder as specified on the
face of the Warrant Certificate.)


___________________________________________________
(Insert Social Security or Other Identifying Number of Holder)



                                      A-3



             [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.2]

The undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant Certificate, to purchase _____________ shares of Common Stock all
in accordance with the terms of Section 3.2 of the Representatives' Warrant
Agreement, dated as of ____________, 2004, among Bakers Footwear Group, Inc.,
Ryan Beck & Co., Inc. and BB&T Capital Markets, a Division of Scott &
Stringfellow, Inc. The undersigned requests that a certificate for such
securities be registered in the name of _________________ whose address is
___________________ and that such Certificate be delivered to __________________
whose address is ______________________.

Dated: ____________________________________________


Signature:_________________________________________

(Signature must conform in all respects to name of holder as specified on the
face of the Warrant Certificate. )


___________________________________________________
(Insert Social Security or Other Identifying Number of Holder)


                                      A-4



(To be executed by the registered holder if such holder desires to transfer the
Warrant Certificate.)

FOR VALUE RECEIVED, __________________________ hereby sells, assigns and
transfers unto _________________________________ (please print name and address
of transferee) this Warrant Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and appoint
_________________ Attorney, to transfer the within Warrant Certificate on the
books of the within-named Company, with full power of substitution.

Dated: ____________________________________________


Signature:_________________________________________

(Signature must conform in all respects to name of holder as specified on the
face of the Warrant Certificate.)


___________________________________________________
(Insert Social Security or Other Identifying Number of Assignee)



                                      A-5

EX-4.5

                                                                     Exhibit 4.5

                                                               December 19, 2003

Ryan Beck & Co., Inc.
BB&T Capital Markets
    As Representatives of the
    Several Underwriters
c/o Ryan, Beck & Co., LLC
380 Madison Avenue
New York, New York 10017

Ladies and Gentlemen:

         Reference is made to that certain proposed Underwriting Agreement (the
"Underwriting Agreement") among Bakers Footwear Group, Inc., a Missouri
corporation (the "Company"), Ryan Beck & Co., Inc. ("Ryan Beck") and BB&T
Capital Markets, a Division of Scott & Stringfellow, Inc., as representatives of
the several Underwriters named in Schedule A thereto, relating to a proposed
firm commitment underwritten public offering of shares of the Company's Common
Stock (the "Offering"). Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Underwriting Agreement.

         In order to induce the Underwriters to enter into the Underwriting
Agreement and to consummate the transactions contemplated therein, and for other
good and valuable consideration, receipt of which is hereby acknowledged, the
undersigned hereby agrees not to, without the prior written consent of Ryan Beck
& Co., Inc., during the Lock-Up Period (as defined below), directly or
indirectly offer, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant for the sale of or otherwise dispose of or transfer (collectively, a
"Disposition") any shares of the Company's Common Stock or securities
convertible into or exchangeable for shares of the Company's Common Stock
(collectively, the "Company Securities"), or file any registration statement
with respect to any of the foregoing, or enter into any swap or other agreement
that transfers, in whole or in part, directly or indirectly, the economic
consequences of ownership of the Company Securities, whether any such swap or
transaction is to be settled by delivery of Company Securities, in cash or
otherwise, except that the undersigned may (i) transfer Company Securities as a
bona fide gift or gifts, provided that the donee or donees thereof agree(s) to
be bound by the restrictions set forth herein, (ii) transfer Company Securities
to the undersigned's Family Group ("Family Group" means an individual's spouse,
ex-spouse, lineal descendants, father, mother, brother, sister or domestic
partner, whether by law or otherwise, or any grandparent, mother- inlaw, father-
in-law, daughter- in- law, brother- in- law, stepchild, grandchild, step-
grandchild, uncle, niece or nephew, including adoptive relationships, and any
family limited partnership, limited liability company or trust or other
fiduciary relationship solely for the benefit of such individual and/or any of
the foregoing), (iii) transfer Company Securities by will or the laws of descent
and distribution upon the death of the undersigned to his/her executors or
administrators or legal successors, including without limitation trustee(s), or
pursuant to a divorce decree or (iv) exercise options to purchase the Company's
Common Stock, which options have been issued





Ryan Beck & Co., Inc.
December 19, 2003
Page 2




before the consummation of the Offering or otherwise as described in the
prospectus in the form first used to confirm sales in connection with the
Offering.

         For purposes hereof, the "Lock-Up Period" shall mean the period
commencing on the date hereof and ending on the date that is three hundred
sixty-five (365) days following the date of the prospectus in the form first
used to confirm sales in connection with the Offering.

         The foregoing restriction has been expressly agreed to preclude the
undersigned holder of the Company Securities from engaging in any hedging or
other transaction which is designed to or reasonably expected to lead to or
result in a Disposition of Company Securities during the Lock-Up Period, even if
such Company Securities would be disposed of by someone other than such holder.
Such prohibited hedging or other transactions would include, without limitation,
any short sale (whether or not against the box) or any purchase, sale or grant
of any right (including, without limitation, any put or call option) with
respect to any Company Securities or with respect to any security (other than a
broad-based market basket or index) that included, relates to or derives any
significant part of its value from the Company Securities.

         Furthermore, the undersigned hereby agrees and consents to the entry of
stop transfer instructions with the Company's transfer agent against the
transfer of the Company Securities in violation of this agreement.

         In addition, the undersigned hereby agrees that for a period of twelve
(12) months from the date of the final prospectus in the form used to confirm
sales in connection with the Offering, Ryan Beck shall have a right of first
refusal to purchase for its account or to sell for the account of the
undersigned, within seven (7) business days, any Company Securities sold by the
undersigned pursuant to Rule 144 under the Securities Act of 1933, as amended.
The undersigned hereby agrees to consult (at no cost to the undersigned or the
Company) with Ryan Beck with regard to any such sales and will offer Ryan Beck
the exclusive opportunity to purchase or sell such securities on terms
(including without limitation the price, commissions, mark-ups or other charges
or expenses, and the terms of execution) that are at least as favorable to the
undersigned as can be secured elsewhere. If Ryan Beck fails to accept in writing
any such offer within three (3) business days after receipt of a notice
containing such proposal, then Ryan Beck shall have no claim or right with
respect to any such sales contained in the notice. If, thereafter, such proposal
is modified in any material respect in a manner that is not adverse to the
undersigned, the undersigned shall adopt the same procedure as with respect to
the original proposal.



                          ------------------------------------

EX-10.15

                                                                   EXHIBIT 10.15

                              EMPLOYMENT AGREEMENT


         This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
Jan. 12th, 2004, by and between Bakers Footwear Group, Inc., a Missouri
corporation (the "Company"), and Peter A. Edison ("Executive").


                              W I T N E S S E T H :

         WHEREAS, the Company desires to retain the services of Executive as
Chairman and Chief Executive Officer of the Company; and

         WHEREAS, the Company and Executive desire to enter into this Agreement
to set forth the terms and conditions of the employment relationship between the
Company and Executive.

         NOW, THEREFORE, in consideration of the mutual promises contained in
this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1.       Term. Executive's term of employment (the "Employment Term")
under this Agreement shall initially be three (3) years, commencing on the
consummation of an offering by the Company pursuant to a registration statement,
and an amendment or amendments thereto, on Form S-1 (File No. 333-86332) filed
under the Securities Act of 1933, as amended ("Effective Date"). Each year on
the anniversary of the Effective Date, the Employment Term shall automatically
be extended for one additional year, unless (a) either party notifies the other
in writing of its or his intention not to extend the Employment Term at least
ninety (90) calendar days prior to such anniversary, or (b) the Employment Term
is earlier terminated pursuant to the terms and conditions set forth in this
Agreement.

         2.       Duties. During the Employment Term, Executive shall have the
title of Chairman and Chief Executive Officer and shall perform all duties
incident to that position.

         3.       Exclusive Services and Best Efforts. During the Employment
Term, Executive agrees to devote his best efforts, energies and skill to the
discharge of the duties and responsibilities attributable to his position, and
to this end, he will devote substantially all of his business time and attention
to the business and affairs of the Company.

         4.       Base Salary. During the Employment Term, the Company shall pay
Executive a salary ("Base Salary"), at an initial rate of $290,000 per annum
payable in equal installments at such payment intervals as are the usual custom
of the Company, but not less often than monthly. The Base Salary shall be
reviewed for merit increases and may, by action and in the discretion of the
Compensation Committee of the Company's Board of Directors, be increased at any
time or from time to time.

         5.       Bonus. During the Employment Term, Executive shall be eligible
to participate in such Company executive bonus plan or plans as the Company may
from time to time establish, on the same basis as other participants at his
level and pursuant to the terms of the Plan in effect on the date eligibility
for a bonus is determined.

         6.       Benefits. During the Employment Term and as otherwise provided
herein, Executive shall be entitled to participate in any and all employee
welfare and health benefit plans



established by the Company from time to time for the benefit of all executives
of the Company. Executive shall be entitled to paid vacation from work in
accordance with the terms of the Company's vacation policy. Executive shall be
required to comply with the conditions attendant to coverage by such plans and
policies and shall comply with and be entitled to benefits only in accordance
with the terms and conditions of such plans and policies as they may be amended
from time to time. Nothing herein contained shall be construed as requiring the
Company to establish or continue any particular benefit plan in discharge of its
obligations under this Employment Agreement.

         7.       Deduction from Salary and Benefits. The Company may withhold
from any salary or benefits payable to Executive hereunder all federal, state,
local and other taxes and other amounts as permitted or required pursuant to law
or legal compulsion.

         8.       Reimbursement of Business Expenses. During the Employment
Term, Executive shall be paid or reimbursed for all reasonable, ordinary and
necessary business expenses incurred by Executive in the performance of his
responsibilities and the promotion of the Company's businesses, including, but
not limited to, any air travel, lodging, and automobile and related travel
expenses. Executive shall submit to the Company periodic statements of all
expenses so incurred. Subject to such audits as the Company may deem necessary,
the Company shall reimburse Executive the full amount of any such expenses
advanced by him in the ordinary course of business.

         9.       Certain Additional Payments.

                  (a)      For purposes of this Agreement, the following terms
shall be defined as indicated below:


                  (i)      "Trigger Event" shall mean any of the following which
         occur during the Employment Term: (x) Executive's employment is
         terminated without cause pursuant to Section 12(b) or otherwise or (y)
         following a Change of Control of the Company, there is either (1) a
         material reduction in Executive's Base Salary, (2) a breach by the
         Company of Section 5, or (3) a material diminution in the nature or
         status of Executive's duties and responsibilities,


                  (ii)     "Change of Control" shall mean:

                           (A)      the purchase or other acquisition by any
                  person, entity or "group", within the meaning of Section 13(d)
                  or 14(d) of the Securities Exchange Act of 1934, as amended
                  (the "1934 Act") (excluding, for this purpose, the Company or
                  its subsidiaries or any employee benefit plan of the Company
                  or its subsidiaries), of beneficial ownership (within the
                  meaning of Rule 13d-3 of the 1934 Act) of either the
                  then-outstanding shares of the Company's common stock or the
                  combined voting power of the Company's then-outstanding voting
                  securities entitled to vote generally in the election of
                  directors, exceeding (x) that of Executive, provided that this
                  does not occur because Executive has reduced the number of
                  shares or voting power owned by him by more than 20% from the
                  date hereof, or (y) 50% of either the then-outstanding shares
                  of Common Stock or the combined voting power of the Company's
                  then-outstanding voting securities entitled to vote generally
                  in the election of directors; or

                                       2


                           (B)      approval by shareholders of a
                  reorganization, merger, consolidation, sale of all or
                  substantially all of the assets of the Company, or similar
                  transaction, in each case with respect to which persons who
                  were the shareholders of the Company immediately prior to such
                  reorganization, merger, consolidation or sale would not
                  immediately thereafter own more than 50% of, respectively, the
                  Company's common stock and the combined voting power entitled
                  to vote generally in the election of directors of the
                  reorganized, merged, consolidated or successor corporation's
                  then-outstanding voting securities; notwithstanding the
                  foregoing, if Executive owns 10% or more of either the then
                  outstanding shares of Common Stock or the combined voting
                  power of the Company's then outstanding voting securities
                  entitled to vote generally in the election of directors, and
                  Executive votes to approve such reorganization, merger,
                  consolidation or sale, then such reorganization, merger,
                  consolidation or sale shall not be deemed a "Change of
                  Control" for purposes of this Agreement; or

                           (C)      a liquidation or dissolution of the Company.


                  (iii)    "Trigger Payment" shall mean an aggregate payment in
         one (1) lump sum within thirty (30) days following any Trigger Event
         totaling an amount equal to three times Executive's annual Base Salary
         in effect at the time of the Trigger Event.


                  (b)      If, during the Employment Term, a Trigger Event
occurs with respect to Executive, Company shall make the Trigger Payment to
Executive.

                  (c)      In no event shall Executive be entitled to receive
more than one (1) Trigger Payment under this Section 9, even if there is more
than one (1) reason or set of circumstances that gives rise to the Company's
obligation to make a Trigger Payment.

                  (d)      If paid, the Trigger Payment shall be in lieu of and
complete satisfaction for any claim for damages by Executive for breach of this
Agreement by the Company, except for claims under Sections 6, 8 and 25.

         10.      Death. The Employment Term shall terminate on the date of
Executive's death, in which event Executive's salary owing to Executive through
the date of Executive's death, any unpaid Trigger Payment that had earlier
accrued, Executive's benefits owing to Executive through the date of Executive's
death, and reimbursable expenses owing to Executive through the date of
Executive's death shall be paid to his estate. Executive's estate will not be
entitled to any other compensation under this Agreement.

         11.      Disability. During the Employment Term, the Company shall
purchase disability insurance for the benefit of Executive. If during the
Employment Term Executive is materially unable to perform his duties under this
Agreement because of disability, Company shall be entitled to terminate the
Employment Term for disability, in which event Executive's salary owing to
Executive through the date of Executive's termination for disability,
Executives' benefits owing to Executive through the date of such termination,
and reimbursable expenses owing to Executive through the date of such
termination shall be paid to Executive. Executive shall not be entitled to any
other compensation under this Agreement except for the proceeds

                                       3


of the disability insurance.


         12.      Termination.

                  (a)      Termination for Cause by the Company. The Company may
immediately terminate the Employment Term under this Agreement for cause. Upon
such termination, the Company shall be released from any and all further
obligations under this Agreement, except for accrued salary, benefits and
reimbursable expenses owing to Executive through the effective date of the
termination of the Employment Term.

                           (i)      For the purposes of this Agreement, "cause"
         shall mean:

                                    (A)      misconduct in connection with the
                  performance of any of Executive's duties, including, without
                  limitation, misappropriation of funds or property of the
                  Company, securing or attempting to secure personally any
                  profit in connection with any transaction entered into on
                  behalf of the Company, knowing misrepresentation to the
                  Company, or any material violation of law or regulations on
                  Company premises or while in the Company's employ or to which
                  the Company is subject;

                                    (B)      commission by Executive of an act
                  involving moral turpitude, dishonesty, theft or unethical
                  business conduct, or conduct that impairs or injures the
                  reputation of, or harms, the Company;

                                    (C)      disloyalty by Executive, including,
                  without limitation, aiding a competitor; or

                                    (D)      any material breach of this
                  Agreement.

         provided, however, in the event of an event under subsection (D), cause
         shall not exist unless Executive was first given written notice of the
         event and fails to cure such event within ten (10) days following such
         notice.

                  (b)      Termination Without Cause by the Company. The Company
may immediately terminate the Employment Term under this Agreement, at any time,
without any cause or reason, upon ninety (90) days prior written notice to
Executive. If Company chooses to terminate Executive's employment under this
Section 12(b) by providing the appropriate notice, Company may opt to have
Executive cease working at any time prior to the expiration of the ninety (90)
day period so long as Company fully compensates Executive for the portion of
time that Executive would have otherwise been paid during the remainder of the
ninety (90) day notice period. The Company may terminate the Employment Term
under this provision notwithstanding the existence of cause.

                  (c)      Termination Without Cause by Executive. Executive may
terminate the Employment Term under this Agreement, at any time, with or without
cause or reason, upon ninety (90) days prior written notice to the Company.

                                       4


         13.      Non-Competition, Non-Solicitation and Confidential
Information.

                  (a)      Non-Competition. At all times during the Employment
Term, and for a two (2) year period immediately following the termination of the
Employment Term for any reason, Executive shall not, directly or indirectly,
engage in competition or have any interest in any sole proprietorship,
corporation, company, partnership, association, venture or business or any other
person or entity (whether as an employee, officer, director, partner, agent,
security holder, creditor, consultant or otherwise) that directly or indirectly
(or through any affiliated entity) competes with the Company's Business (as
defined below), provided that such provision shall not apply to Executive's
ownership of stock of the Company or the acquisition by Executive, solely as an
investment, of securities of any issuer that is registered under Section 12(b)
or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed
or admitted for trading on any United States national securities exchange or
that are quoted on the National Association of Securities Dealers Automated
Quotations System, or any similar system or automated dissemination of
quotations of securities prices in common use, so long as Executive does not
control, acquire a controlling interest in or become a member of a group which
exercises direct or indirect control of, more than five percent of any class of
capital stock of such corporation. For purpose of this Section 13(a) Business
shall mean the sale at retail of women's or men's shoes.

                  (b)      Non-Solicitation. At all times during the Employment
Term, other than in connection with the performance of Executive's duties under
this Agreement, and for a two (2) year period immediately following the
termination of the Employment Term for any reason, Executive shall not, directly
or indirectly, for himself or for any other person, firm, corporation,
partnership, association or other entity employ or attempt to employ or enter
into any contractual arrangement with any employee or former employee of the
Company, unless such employee or former employee has not been employed by the
Company for a period in excess of six months.

                  (c)      Confidentiality. Executive acknowledges that he will
have access to certain proprietary and confidential information and trade
secrets ("Confidential Information") of the Company, including, but not limited
to, Company store volume data, sales projections, merchandise sales information,
profit data, lease terms, marketing and advertising strategies and plans,
product information, cost information, and financial information of the Company.
Executive will not use or disclose any Confidential Information during the
Employment Term or thereafter other than in connection with performing
Executive's services for the Company in accordance with this Agreement.

                  (d)      Enforcement. (i) Executive agrees that the
restrictions set forth in this Section are reasonable and necessary to protect
the Company's goodwill and other legitimate business interests. If any of the
covenants set forth herein are deemed to be overbroad or unenforceable the
parties contemplate that such provisions shall be modified to make them
enforceable to the fullest extent permitted by law.

                           (ii)     In the event of a breach or threatened
breach by Executive of any of the provisions of this Section, (i) Executive
acknowledges that the Company will be irreparably harmed and that money damages
may be an insufficient remedy to the Company; and (ii) Executive shall pay all
of the Company's attorneys fees, costs and expenses incurred in enforcing this
Agreement, if litigation is commenced and the Company prevails in such
litigation to any extent. Executive acknowledges that enforcement of the
provisions of this Section by

                                       5


way of injunctive relief would not prevent Executive from earning a livelihood.

                           (iii)    The provisions of this Section shall be
deemed independent of the other provisions of this Agreement and shall be
enforceable in all events, notwithstanding the termination, for any reason, of
Executive's employment or even a breach by the Company of any provision of this
Agreement; provided, however, in the event that the Company is in breach of any
material term or provision of this Agreement and fails to cure such breach
within sixty (60) days following written notice by Executive to the Company
detailing the facts which constitute such breach, Executive shall be relieved of
his obligations under Section 13(a) of this Agreement but not of his obligations
under Section 13(b) of this Agreement.

         14.      Representations and Warranties of Executive. Executive hereby
represents and warrants to the Company as follows: (a) Executive's execution and
delivery of this Agreement and the performance of his obligations hereunder will
not violate or be in conflict with any fiduciary or other duty, instrument,
agreement, document, arrangement or other understanding to which Executive is a
party or by which he is or may be bound or subject; and (b) Executive is not a
party to any instrument, agreement, document, arrangement or other understanding
with any person (other than the Company) requiring or restricting the use or
disclosure of any confidential information or the provision of any employment,
consulting or other services.

         15.      Other Executive Obligations During the Employment Term.

                  (a)      Company Property. All records, files, lists,
including computer generated lists, documents, computers, computer software
programs, equipment, telephones, telephone numbers, and similar items relating
to the Company's business that Executive shall prepare or receive from the
Company during the Employment Term shall remain the Company's sole and exclusive
property. Upon termination of the Employment Term, Executive shall promptly
return to the Company all property of the Company in his possession. During the
Employment Term, Executive further represents that he will not copy or cause to
be copied, print out or cause to be printed out any software, documents or other
materials originating with or belonging to the Company. Executive additionally
represents that, upon termination of the Employment Term, he will not retain in
his possession any such software, documents or other materials.

                  (b)      Cooperation. Executive agrees that both during the
Employment Term and thereafter he shall, at the request of the Company, render
all assistance and perform all lawful acts that the Company considers necessary
or advisable in connection with any litigation involving the Company or any
director, officer, employee, shareholder, agent, representative, consultant,
customer or vendor of the Company.

                  (c)      Independence. The provisions of this Section shall be
deemed independent of the other provisions of this Agreement and shall be
enforceable in all events, notwithstanding the termination, for any reason, of
the Employment Term or even a breach by the Company of any provision of this
Agreement; provided, however, in the event that the Company breaches any
material term or provision of this Agreement and fails to cure such breach
within sixty (60) days following written notice by Executive detailing the facts
which constitute the breach, Executive shall then be relieved of his obligations
under Section 15(b) of this Agreement, but not of his obligations under Section
15(a) of this Agreement.

         16.      Arbitration. Except to the extent Company seeks injunctive or
other equitable relief, any and all disputes arising under or relating to the
interpretation or application of this

                                       6


Agreement or concerning Executive's employment with the Company during the
Employment Term or termination of the Employment Term, including, but not
limited to, claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C.
Section 1981, the Age Discrimination in Employment Act, Executive Retirement
Income Security Act, the Family and Medical Leave Act, the Missouri Human Rights
Act, the Missouri Service Letter Law, and any other federal, state, or local
law, and the common law of contract or tort, shall be subject to arbitration in
St. Louis County, Missouri, under the then existing rules of the American
Arbitration Association. Judgment upon the award rendered may be entered in any
court of competent jurisdiction. Nothing contained in this Section shall limit
the right of the Company to enforce by court injunction or other equitable
relief Executive's obligations under this Agreement, including but not limited
to those under Sections 13 and 15 of this Agreement.

         17.      Continuation of Executive's Obligations. Upon the ending of
the Employment Term, Executive's other obligations under this Agreement,
including but not limited to those under Sections 13 through 24, shall continue
pursuant to the terms and conditions of this Agreement. Prior to the Employment
Term, this Agreement shall have no force and effect.

         18.      Governing Law. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Missouri, without
regard to the conflicts of law rules thereof.

         19.      Jurisdiction. In the event that the Company seeks injunctive
or other equitable relief, to which the arbitration provisions of Section 16 of
this Agreement are inapplicable, each of the parties hereto hereby irrevocably
consents and submits to the jurisdiction of the Circuit Court of St. Louis
County, Missouri, and of the United States District Court for the Eastern
District of Missouri in connection with any such suit, action or other
proceeding. Executive waives and agrees not to assert any defense that the court
lacks jurisdiction, that venue is improper, that the forum is inconvenient, or
otherwise.

         20.      Successors and Assigns. Neither this Agreement, nor any of
Executive's rights, powers, duties or obligations hereunder, may be assigned by
Executive. This Agreement shall be binding upon and inure to the benefit of
Executive and his heirs and legal representatives and the Company and its
successor and assigns.

         21.      Waiver. Any waiver or consent from a party with respect to any
term or provision of this Agreement or any other aspect of Executive's conduct
or employment shall be effective only in the specific instance and for the
specific purpose for which given and shall not be deemed, regardless of
frequency given, to be a further or continuing waiver or consent. The failure or
delay of a party at any time or times to require performance of, or to exercise
any of its powers, rights or remedies with respect to, any term or provision of
this Agreement or any other aspect of Executive's conduct or employment shall
not in any manner (except as otherwise expressly provided herein) affect a
party's right at a later time to enforce any such term or provision.

         22.      Notices. All notices under this Agreement must be in writing
and shall be deemed to have been duly given if delivered by hand or mailed by
first class mail, registered mail, return receipt requested, postage and
registry fees prepaid, to the applicable party and addressed as follows:

                                       7


                  (a)      The Company:

                             Bakers Footwear Group, Inc.
                             2815 Scott Avenue
                             St. Louis, Missouri 63103

                             Attention: Board of Directors

                  (b)        Executive:

                             Peter A. Edison
                             Bakers Footwear Group, Inc.
                             2815 Scott Avenue
                             St. Louis, Missouri 63103

Addresses may be changed by notice in writing signed by the addressee.

         23.      Amendment. No amendment or modification of this Agreement
shall be valid or effective, unless in writing and signed by the parties to this
Agreement.

         24.      Entire Agreement.

                  (a)      This Agreement embodies the entire agreement of the
parties hereto with respect to its subject matter and, as of the Effective Date,
merges with and supersedes all prior discussions, agreements, commitments or
understandings or every kind and nature relating thereto, whether oral or
written, between Executive and the Company, including without limitation the
Employment Agreement between the Company and Executive dated as of October 31,
1997. Neither party shall be bound by any term or condition other than as is
expressly set forth herein.

                  (b)      Executive represents and agrees that he fully
understands his right to discuss all aspects of this Agreement with his private
attorney, that to the extent he desired, he availed herself of this right, that
he has carefully read and fully understands all of the provisions of the
Agreement, that his decision to execute this Agreement has not been obtained by
any duress and that he has read this document in its entirety and fully
understands the meaning, intent and consequences of this Agreement.

         25.      Excise Tax Payments. Notwithstanding anything contained in
this Agreement to the contrary, in the event that any payment (within the
meaning of Section 280G(b)(2) of the Code, or distribution to or for the benefit
of Executive, whether paid or payable or distributed or distributable pursuant
to the terms of this Agreement or otherwise in connection with, or arising out
of, his or her employment with the Company (a "Payment" or "Payments"), would be
subject to the excise tax imposed by Section 4999 of the Code or any interest or
penalties are incurred by Executive with respect to such excise tax (such excise
tax, interest and penalties collectively referred to as the "Excise Tax"), then
Executive shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by Executive of all such taxes
(including any interest or penalties imposed with respect to such taxes),
including any Excise Tax imposed upon the Gross-Up Payment, Executive retains an
amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
Payments; provided, that Executive shall not be entitled to receive

                                       8


any additional payment relating to any interest or penalties attributable to any
action or omission by Executive in bad faith.

  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. THE NEXT PAGE IS THE SIGNATURE
                                     PAGE]

                                       9

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first hereinabove set forth.

         THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE
ENFORCED BY THE PARTIES.

COMPANY:                                    EXECUTIVE:

BAKERS FOOTWEAR GROUP, INC.


By: /s/ Lawrence L. Spanley, Jr.             /s/ Peter A. Edison
    ------------------------------           ---------------------------------
                                             Peter A. Edison
Title: Vice President - Secretary
       ---------------------------


                                       10

EX-10.16

                                                                   EXHIBIT 10.16

                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
April 1, 2002, by and between BAKERS FOOTWEAR GROUP, INC., a Missouri
corporation (the "Company"), and MICHELE BERGERAC ("Employee").

                                   WITNESSETH:

         WHEREAS, the Company desires to retain the services of Employee as
President of the Company; and

         WHEREAS, the parties wish to include certain provisions in this
Agreement to effectuate the interest of Peter Edison that Employee replace him
as Chairman and CEO of the Company to the extent provided for in this Agreement;
and

         WHEREAS, the Company and Employee desire to enter into this Agreement
to set forth the terms and conditions of the employment relationship between the
Company and Employee.

         NOW, THEREFORE, in consideration of the mutual promises contained in
this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1. Term. Employee's term of employment (the "Employment Term") under
this Agreement shall be three (3) years, commencing on April 1, 2002 ("Effective
Date"), and shall continue for a period through and including March 31,2005, and
shall automatically renew for successive three (3) years terms, unless (a)
either party provides the other notice in writing ("Non-Extension Notice") of
its or her intention not to extend Employee's Employment Term at least one
hundred eighty (180) calendar days prior to the end of the then Employment Term,
or (b) the Employment Term is earlier terminated pursuant to the terms and
conditions set forth in this Agreement. If Company chooses to terminate
Employee's employment under this Paragraph 1 of this Agreement by providing the
Non-Extension Notice, Company may opt to have Employee cease working at any time
prior to the expiration of the Employment Term so




long as Company fully compensates Employee for the portion of time that Employee
would have otherwise been paid during the remainder of the Employment Term.

         2. Duties. Employee shall have the title of President and shall perform
all duties incident to the position of President as well as any other duties as
may from time to time be assigned by the Chairman and Chief Executive Officer
("CEO") of the Company or his designee or the Board of Directors of the Company
(the "Board") not inconsistent with the title and duties of President, and
agrees to abide by all By-laws, policies, practices, procedures or rules of the
Company.

         3. Exclusive Services and Best Efforts. Employee agrees to devote her
best efforts, energies and skill to the discharge of the duties and
responsibilities attributable to her position, and to this end, she will devote
her full time and attention exclusively to the business and affairs of the
Company. Employee also agrees that she shall not take personal advantage of any
business opportunities that arise during her employment and that may benefit the
Company. All material facts regarding such opportunities must be promptly
reported to the Chairman and CEO or the Board for consideration by the Company.

         4. Base Salary. During the Employment Term, the Company shall pay
Employee a salary ("Base Salary"), at a rate per annum to be determined from
time to time by the Chairman and CEO of the Company or the Board, but in no
event less than the rate per annum payable by the Company to the Employee on the
Effective Date, payable in equal installments at such payment intervals as are
the usual custom of the Company, but not less often than monthly.

         5. Bonus. Employee shall be eligible to participate in such Company
executive bonus plan or plans as the Company may from time to time establish, on
the same basis as other participants at her level and pursuant to the terms of
the Plan in effect on the date eligibiIity for a bonus is determined.



         6. Benefit Plans. During the Employment Term and as otherwise provided
herein, Employee shall be entitled to participate in any and all employee
welfare and health benefit plans (including, but not limited to, medical,
insurance, dental insurance, and disability insurance plans) and other employee
benefit plans, including, but not limited to, the Bakers Footwear Group, Inc.
d/b/a Weiss and Neuman Shoe Co. 401 (k) Plan, established by the Company from
time to time for the benefit of all executives of the Company. Employee shall be
entitled to paid vacation from work in accordance with the terms of the
Company's vacation policy. Employee shall be required to comply with the
conditions attendant to coverage by such plans and policies and shall comply
with and be entitled to benefits only in accordance with the terms and
conditions of such plans and policies as they may be amended from time to time.
Nothing herein contained shall be construed as requiring the Company to
establish or continue any particular benefit plan in discharge of its
obligations under this Employment Agreement.

         7. Deduction from Salary and Benefits. The Company may withhold from
any salary or benefits payable to Employee all federal, state, local and other
taxes and other amounts as permitted or required pursuant to law or legal
compulsion.

         8. Reimbursement of Business Expenses. Employee shall be paid or
reimbursed for all reasonable, ordinary and necessary business expenses incurred
by Employee in the performance of her responsibilities and the promotion of the
Company's businesses, including, but not limited to, any air travel, lodging,
and automobile and related travel expenses. Employee shall submit to the Company
periodic statements of all expenses so incurred. Subject to such audits as the
Company may deem necessary, the Company shall reimburse Employee the full amount
of any such expenses advanced by her in the ordinary course of business.

         9. Certain Additional Payments.

                  (a)      For purposes of this Agreement, the following terms
                           shall be defined as indicated:




                           (i)      "Trigger Event" shall mean any of the
                                    following which occur during the Employment
                                    Term: (x) Peter Edison ceases to be Chairman
                                    and CEO of the Company and Employee is not
                                    selected to be Chairman and CEO of the
                                    Company within thirty (30) days after the
                                    date on which Peter Edison has ceased to be
                                    Chairman and CEO of the Company or (y)
                                    Employee becomes Chairman and CEO of the
                                    Company within thirty (30) days after the
                                    date on which Peter Edison ceases to be
                                    Chairman and CEO of the Company, and within
                                    three (3) years after Employee becomes
                                    Chairman and CEO of the Company either (A)
                                    there is a material diminution in the nature
                                    or status of Employee's duties and
                                    responsibilities, (B) Employee's employment
                                    is terminated without cause, or (C) there is
                                    a reduction in Employee's overall
                                    compensation.

                           (ii)     "Trigger Payment" shall mean an aggregate
                                    payment in one (1) lump sum within thirty
                                    (30) days following any Trigger Event
                                    totaling an amount equal to the sum of (x)
                                    three times annual Employee's Base Salary in
                                    effect at the time of the Trigger Event, and
                                    (y) the average of Bonus payments made by
                                    the Company to the Employee in respect of
                                    the two (2) calendar years immediately
                                    preceding such Trigger Event.

                           (iii)    "Severance Payment" shall mean an amount
                                    equal to the product obtained by multiplying
                                    (x) Employee's base monthly salary at the
                                    time of any termination of Employee's
                                    employment that gives rise to a Severance
                                    Payment obligation of Company under this
                                    Agreement, times (y) the Lesser of the
                                    number of months



                                    remaining in the Employment Term on the date
                                    of any such termination, or eighteen (18)
                                    months.

                           (iv)     "Paragraph 9 Payment" shall mean a Trigger
                                    Payment or a Severance Payment.

                  (b)      In order to address Employee's expectation, and to
                           exhibit Company's intent, of Employee replacing Peter
                           Edison as the Chairman and CEO of the Company upon
                           his resignation, termination, or otherwise, if,
                           during the Employment Term, a Trigger Event occurs
                           with respect to Employee, Company shall make the
                           Trigger Payment to the Employee.

                  (c)      Except as otherwise provided in subparagraph (d) of
                           this Paragraph 9 below, in the event that Employee's
                           employment is terminated under Paragraph 11 of this
                           Agreement (Disability) or Paragraph 12(b) of this
                           Agreement (Termination Without Cause by the Company),
                           Employee shall, in addition to all other amounts due
                           Employee under this Agreement, be entitled to the
                           Severance Payment. Such Severance Payment shall be
                           paid within thirty (30) days following such
                           termination.

                  (d)      In no event shall Employee be entitled to receive
                           more than a single Paragraph 9 Payment under this
                           Paragraph 9, even if there is more than one (1)
                           reason or set of circumstances that gives rise to the
                           Company's obligation to make such payment. If
                           Employee is entitled to both a Trigger Payment and a
                           Severance Payment under this Paragraph 9, Employee
                           shall only be entitled to the Trigger Payment, and
                           shall not be entitled to the Severance Payment.

                  (e)      For purposes of this Paragraph 9, all references to
                           "Company" shall include Company and all of Company's
                           successors in interest.



         10. Death. The Employment Term shall terminate on the date of
Employee's death, in which event Employee's salary, any unpaid Trigger Payment
that had earlier accrued, Employee's benefits, and reimbursable expenses owing
to Employee through the date of Employee's death shall be paid to her estate.
Employee's estate will not be entitled to any other compensation under this
Agreement.

         11. Disability. If, during the Employment Term, in the opinion of the
Company, Employee, because of physical or mental illness or incapacity, shall
become unable to perform substantially all of the duties and services required
of her under this Agreement for a period of sixty (60) days in the aggregate
during any twelve-month period, the Company may, upon at least ten (10) days'
prior written notice given at any time after the expiration of such sixty (60)
day period, notify Employee of its intention to terminate the Employment Term
under this Agreement as of the date set forth in the notice. If Company chooses
to terminate Employee's employment under this Paragraph 11 by providing the
appropriate notice, Company may opt to have Employee cease working at any time
prior to the expiration of the ten (10) day notice period so long as Company
fully compensates Employee for the portion of time that Employee would have
otherwise been paid during the remainder of the ten (10) day notice period. In
case of such termination, Employee shall be entitled to receive a Severance
Payment under Paragraph 9, salary, benefits and reimbursable expenses owing to
Employee through the date of termination. The Company shall have no further
obligation or liability to Employee.

         12. Termination. (a) Termination for Cause by the Company. The Company
may immediately terminate the Employment Term under this Agreement for cause.
Upon such termination, the Company shall be released from any and all further
obligations under this Agreement, except for accrued salary, benefits and
reimbursable expenses owing to Employee through the effective date of the
termination of the Employment Term.

         (1) For the purposes of this Agreement, "cause" shall mean the
following:

                  (A)      failure or neglect by Employee to perform the duties
                           of the Employee's position;



                  (B)      failure of Employee to obey lawful orders given by
                           the Chairman and CEO or the Board;

                  (C)      misconduct in connection with the performance of any
                           of Employee's duties, including, without limitation,
                           misappropriation of funds or property of the Company,
                           securing or attempting to secure personally any
                           profit in connection with any transaction entered
                           into on behalf of the Company, misrepresentation to
                           the Company, or any violation of law or regulations
                           on Company premises or while in the Company's employ
                           or to which the Company is subject;

                  (D)      commission by Employee of an act involving moral
                           turpitude, dishonesty, theft or unethical business
                           conduct, or conduct that impairs or injures the
                           reputation of, or harms, the Company;

                  (E)      disloyalty by Employee, including, without
                           limitation, aiding a competitor;

                  (F)      failure to fully cooperate in any investigation by
                           the Company; or

                  (G)      any breach of this Agreement or Company rules;

                  provided, however, in the event of an event under subparagraph
                  (A) or (G) of Paragraph 1, cause shall not exist unless
                  Employee was first given written notice of the event and fails
                  to cure such event within ten (10) days following such notice.

         (b) Termination Without Cause by the Company. The Company may
immediately terminate the Employment Term under this Agreement, at any time,
without any cause or reason, upon ninety (90) days' prior written notice to
Employee. If Company chooses to terminate Employee's employment under this
Paragraph 12(b) by providing the appropriate notice, Company may opt to have
Employee cease working at any time prior to the expiration of the ninety (90)
day period so long as Company fully compensates Employee for the portion of time
that Employee would have otherwise been paid during the remainder of the ninety
(90) day notice period. The Company may terminate the Employment Term under this
provision notwithstanding the existence of cause.

         (c) Termination Without Cause by Employee. Employee may terminate the
Employment Term under this Agreement, at any time, with or without cause or
reason, upon ninety (90) days' prior written notice to the Company.



          13.     Non-Competition and Confidential Information.

                  (a) Non-Competition. The Company does business throughout the
United States. The entities listed on Exhibit A, attached hereto and
incorporated herein by reference, are competitors of the Company that also do
business throughout the United States. During the Employment Term and for a
period of twelve (12) months after the termination for any reason of Employee's
employment with the Company, Employee will not, without the prior written
consent of the Chairman and CEO of the Company or Board, if Employee is then the
Chairman and CEO, in any manner, directly or indirectly, either as an employee,
owner, partner, consultant, shareholder, director or officer, for himself or in
behalf of any person, firm, partnership, entity or corporation, work for, become
employed by or interested directly or indirectly in, or in any other way become
employed by or interested directly or indirectly in, or in any other way become
associated with, any of the entities listed on Exhibit A or any of their
subsidiaries or affiliated or related entities, or any of their successors. The
Board shall have the right to modify, add to, or delete from the list set forth
in Exhibit A, and may do so from time to time until thirty (30) days after the
end of the initial or any succeeding Employment Term, by written notice pursuant
to Paragraph 22 of this Agreement. The aforementioned twelve (12) month time
period shall be extended for a time period equal to the time period during which
a violation of Paragraph 13(a) exists.

                  (b) Confidentiality. Employee acknowledges that she will have
access to certain proprietary and confidential information and trade secrets
("Confidential Information") of the Company, including, but not limited to,
Company store volume data, sales projections, merchandise sales information,
profit data, lease terms, marketing and advertising strategies and plans,
product information, cost information, and financial information of the Company.
Employee will not use or disclose any Confidential Information during the
Employment Term or thereafter other than in connection with performing
Employee's services for the Company in accordance with this Agreement.

                  (c) Enforcement. (1) Employee agrees that the restrictions set
forth in this





Paragraph are reasonable and necessary to protect the Company's goodwill and
other legitimate business interests. If any of the covenants set forth herein
are deemed to be overbroad or unenforceably the parties contemplate that such
provisions shall be modified to make them enforceable to the fullest extent
permitted by law.

                  (2) In the event of a breach or threatened breach by Employee
of any of the provisions of this Paragraph, (i) Employee acknowledges that the
Company will be irreparably harmed and that money damages may be an insufficient
remedy to the Company; and (ii) Employee shall pay all of the Company's
attorneys fees, costs and expenses incurred in enforcing this Agreement, if
litigation is commenced and the Company prevails in such litigation to any
extent. Employee acknowledges that enforcement of the provisions of this
Paragraph by way of injunctive relief would not prevent Employee from earning a
livelihood.

                  (d) The provisions of this Paragraph shall be deemed
independent of the other provisions of this Agreement and shall be enforceable
in all events, notwithstanding the termination, for any reason, of Employee's
employment or even a breach by the Company of any provision of this Agreement;
provided, however, in the event that the Company is in breach of any material
term or provision of this Agreement and fails to cure such breach within sixty
(60) days following written notice by Employee to the Company detailing the
facts which constitute such breach, Employee shall be relieved of her
obligations under Paragraph 13(a) of this Agreement but not of her obligations
under Paragraph 13(b) of this Agreement.

         14. Representations and Warranties of Employee. Employee hereby
represents and warrants to the Company as follows: (a) Employee's execution and
delivery of this Agreement and the performance of her obligations hereunder will
not violate or be in conflict with any fiduciary or other duty, instrument,
agreement, document, arrangement or other understanding to which Employee is a
party or by which he is or may be bound or subject; and (b) Employee is not a
party to any instrument, agreement, document, arrangement or other understanding
with any person (other than the Company) requiring or restricting the use or



disclosure of any confidential information or the provision of any employment,
consulting or other services.

          15.     Other Employee Obligations.

                  (a) Company Property. All records, files, lists, including
computer generated lists, documents, computers, computer software programs,
equipment, telephones, telephone numbers, and similar items relating to the
Company's business that Employee shall prepare or receive from the Company shall
remain the Company's sole and exclusive property. Upon termination of this
Agreement, Employee shall promptly return to the Company all property of the
Company in her possession. Employee further represents that she will not copy or
cause to be copied, print out or cause to be printed out any software, documents
or other materials originating with or belonging to the Company. Employee
additionally represents that, upon termination of her employment with the
Company, she will not retain in her possession any such software, documents or
other materials.

                  (b) Cooperation. Employee agrees that both during and after
her employment she shall, at the request of the Company, render all assistance
and perform all lawful acts that the Company considers necessary or advisable in
connection with any litigation involving the Company or any director, officer,
employee, shareholder, agent, representative, consultant, customer or vendor of
the Company.

                  (c) The provisions of this Paragraph shall be deemed
independent of the other provisions of this Agreement and shall be enforceable
in all events, notwithstanding the termination, for any reason, of Employee's
employment or even a breach by the Company of any provision of this Agreement;
provided, however, in the event that the Company breaches any material term or
provision of this Agreement and fails to cure such breach within sixty (60) days
following written notice by Employee detailing the facts which constitute the
breach, Employee shall then be relieved of her obligations under Paragraph 15(b)
of this Agreement, but not of her obligations under Paragraph 15(a) of this
Agreement.




         16. Arbitration. Except to the extent Company seeks injunctive or other
equitable relief, any and all disputes arising under or relating to the
interpretation or application of this Agreement or concerning Employee's
employment with the Company or termination thereof, including, but not limited
to, claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section
1981, tt~e Age Discrimination in Employment Act, the Employee Retirement Income
Security Act, the Family and Medical Leave Act, the Missouri Human Rights Act,
the Missouri Service Letter Law, and any other federal, state, or local law, and
the common law of contract or tort, shall be subject to arbitration in St. Louis
County, Missouri, under the then existing rules of the American Arbitration
Association. Judgment upon the award rendered may be entered in any court of
competent jurisdiction. Nothing contained in this Paragraph shall limit the
right of the Company to enforce by court injunction or other equitable relief
the Employee's obligations under this Agreement, including but not limited to
those under Paragraphs 13 and 15 of this Agreement.

         17. Continuation of Employee's Obligations. Upon the ending of
Employee's Employment Term, Employee's other obligations under this Agreement,
including but not limited to those under Paragraphs 13 through 24, shall
continue pursuant to the terms and conditions of this Agreement.

         18. Governinq Law. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of Missouri, without regard to
the conflicts of law rules thereof.

         19. Jurisdiction. In the event that the Company seeks injunctive or
other equitable relief, to which the arbitration provisions of Paragraph 16 of
this Agreement are inapplicable, each of the parties hereto hereby irrevocably
consents and submits to the jurisdiction of the Circuit Court of St. Louis
County, Missouri, and of the United States District Court for the Eastern
District of Missouri in connection with any such suit, action or other
proceeding.




Employee waives and agrees not to assert any defense that the court lacks
jurisdiction, that venue is improper, that the forum is inconvenient, or
otherwise.

         20. Successors and Assiqns. Neither this Agreement, nor any of
Employee's rights, powers, duties or obligations hereunder, may be assigned by
Employee. This Agreement shall be binding upon and inure to the benefit of
Employee and her heirs and legal representatives and the Company and its
successor and assigns.

         21. Waiver. Any waiver or consent from a party with respect to any term
or provision of this Agreement or any other aspect of Employee's conduct or
employment shall be effective only in the specific instance and for the specific
purpose for which given and shall not be deemed, regardless of frequency given,
to be a further or continuing waiver or consent. The failure or delay of a party
at any time or times to require performance of, or to exercise any of its
powers, rights or remedies with respect to, any term or provision of this
Agreement or any other aspect of Employee's conduct or employment shall not in
any manner (except as otherwise expressly provided herein) affect a party's
right at a later time to enforce any such term or provision.

         22. Notices. All notices under this Agreement must be in writing and
shall be deemed to have been duly given if delivered by hand or mailed by first
class mail, registered mail, return receipt requested, postage and registry fees
prepaid, to the applicable party and addressed as follows:

                  (a)      The Company:

                           Bakers Footwear Group, Inc.
                           2815 Scott Avenue
                           St. Louis, Missouri 63103

                           Attention: Chairman and Chief Executive Officer
                           (or to the Board in the event that Employee is
                           then Chairman and CEO)




                  (b)      Employee:

                           Michele Bergerac
                           3 Lindworth Lane
                           St. Louis, MO 63124

Addresses may be changed by notice in writing signed by the addressee.

         23. Amendment. No amendment or modification of this Agreement shall be
valid or effective, unless in writing and signed by the parties to this
Agreement.

         24. Entire Agreement. (a) This Agreement embodies the entire agreement
of the parties hereto with respect to its subject matter and merges with and
supersedes all prior discussions, agreements, commitments or understandings or
every kind and nature relating thereto, whether oral or written, between
Employee and the Company; provided, however, that nothing in this Agreement
supersedes the Company's Class C Stock Option Agreement. Neither party shall be
bound by any term or condition other than as is expressly set forth herein.

                  (b) Employee represents and agrees that she fully understands
her right to discuss all aspects of this Agreement with her private attorney,
that to the extent she desired, she availed herself of this right, that she has
carefully read and fully understands all of the provisions of the Agreement,
that her decision to execute this Agreement has not been obtained by any duress
and that she has read this document in its entirety and fully understands the
meaning, intent and consequences of this Agreement.





         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first hereinabove set forth.

         THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE
ENFORCED BY THE PARTIES.

COMPANY:                                               EMPLOYEE:

BAKERS FOOTWEAR GROUP, INC.

/s/ Peter Edison                                       /s/ Michele Bergerac

By:     Peter Edison                                   Michele Bergerac

Title:   Chairman and CEO

[Exhibit A, Competitors of the Company, omitted. The Registrant undertakes to
furnish supplementally a copy of such exhibit upon request.]

EX-10.19

                                                                   EXHIBIT 10.19


                           SOFTWARE LICENSE AGREEMENT

THIS AGREEMENT (the "Agreement"), is made as of June 3, 1999, (the "Effective
Date") by and between JDA SOFTWARE, INC., an Arizona corporation ("JDA") and
WEISS & NEUMAN, a Missouri corporation ("Licensee").

                                    RECITALS

1.       JDA has either (i) developed and owns certain computer software and
         related documentation, or (ii) has been granted the right by a third
         party ("Third Party") to distribute certain computer software and
         related documentation; and

2.       Licensee desires a license from JDA to use such software and
         documentation and JDA is willing to grant such license upon and subject
         to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the conditions and mutual
covenants contained herein, the parties agree:

                                 I. DEFINITIONS

The term:

1.1      "Documentation" means JDA's user instructions and functional
         specifications described in Exhibit A, any additions and updates
         thereto, and any portion of any of the foregoing.

1.2      "Standard Specifications" means the functional specifications described
         in the Documentation.

1.3      "Standard Software" means the computer software described in Exhibit A
         whether in source code, object code, or any other form, and any portion
         of the foregoing.

1.4      "Module" means each portion of the Standard Software; "Server" means a
         single central processing unit ("CPU") that enables other CPUs
         electronically-linked to the Server to access the Software; "Site"
         means a specific, physical location of Licensee's Server as set forth
         on Exhibit B; "Authorized User" means any individual having electronic
         access to the Server.

1.5      "Modifications" means additions to the Standard Software which (i)
         change its utility, efficiency, functional capability, or application
         but which do not alter its basic features and functionality, and (ii)
         are developed by JDA and/or with JDA's assistance pursuant to a
         separate, written Consulting Services Agreement.

1.6      "Licensee Modifications" means additions to the Standard Software which
         change its utility, efficiency, functional capability, or application
         but which do not alter its basic features and functionality which are
         (i) developed by or for Licensee without JDA's assistance (provided
         Licensee is granted the right to use the source code), (ii) are not
         developed by JDA, and (iii) either operate as a free standing module or
         set of instructions, or add a new function to the Standard Software.

1.7      "Updates" means all new releases, program temporary fixes, or patches,
         if any, to the Standard Software provided by JDA, when and if
         available, to its customers.

1.8      "Software" means the Standard Software, Modifications, Updates,
         Documentation and any portion of the foregoing.

1.9      "Supported Software" means each portion of the Software for which
         Licensee receives, and JDA provides support services pursuant to a
         separate, written Software Support Agreement.



                                       1


1.10     "Exhibit" means an exhibit attached hereto and incorporated herein by
         said reference.

1.11     "Territory" means United States.


1.12     "License Term" means in perpetuity.


                                  II. LICENSE

2.1      GRANT OF LICENSE. Subject to the terms and conditions herein, JDA
         hereby grants Licensee a nonexclusive, nontransferable license to use
         the Software in the Territory, solely for Licensee's internal data
         processing operations.

2.2      Licensee may:


         (a)      after written notice to JDA, use the Software temporarily (not
                  longer than forty-five (45) days) on a back-up machine in the
                  event that the Server is inoperable;

         (b)      make a single copy of the Software (exclusive of
                  Documentation) for each of the following purposes; (i)
                  archival, (ii) disaster recovery, (iii) testing, and (iv)
                  production;

         (c)      modify or merge the Software with other software, with the
                  understanding that any modifications, however extensive, will
                  not diminish JDA's (or Third Party's) title or interest in the
                  Software, so long as Licensee has been granted the right to
                  use the source code and, where required, acquired an
                  additional license from Third Party; and

         (d)      make a reasonable number of copies of the Documentation as is
                  necessary to use the Software as contemplated and limited
                  hereunder.


2.3      LICENSE EXCLUSIONS. Except (i) as expressly authorized herein, and (ii)
         as and to the extent specifically authorized under applicable law,
         Licensee will not:

         (a)      copy, translate, rent, lease, sublicense or otherwise transfer
                  the Software;

         (b)      cause or permit reverse compilation or reverse assembly of all
                  or any portion of the Software, provided that upon Licensee's
                  written request, JDA will provide necessary interface
                  information to achieve interoperability of the Software with
                  independently created computer programs to Licensee on payment
                  of JDA's reasonable fee;

         (c)      relocate the Software from the Site without providing prior
                  written notice to JDA;

         (d)      provide information processing, computer service bureau,
                  computer time sharing (or similar services) to any other
                  party, or pirate the Software with a third-party's data.

2.4      No license, right or interest in any JDA (or Third Party) trademark,
         trade name, or service mark is granted hereunder. Any rights not
         explicitly granted herein are expressly reserved by and to JDA.

2.5      Licensee acknowledges that the Software and all related technical
         information, documents and materials are subject to export controls
         under the U.S. Export Administration Regulations and the applicable
         export controls of the Territory. Licensee will (i) comply strictly
         with all legal requirements established under these controls, (ii)
         cooperate fully with JDA in any official or unofficial audit or
         inspection that relates to these controls and (iii) not export,
         re-export, divert or transfer, directly or indirectly, any such item or
         direct products thereof to Cuba, Iran, Iraq, Libya, North Korea or any
         country that is embargoed by Executive order, unless Licensee has
         obtained the prior written authorization of JDA and the U.S. Commerce
         Department and the applicable regulatory body in the Territory. Upon
         notice to Licensee, JDA may modify



this list to conform to changes in the U.S. Export Administration Regulations
and the applicable regulations of the Territory.

2.6  TITLE AND PROTECTION.

     (a)  Licensee acknowledges that JDA or Third Party will own all rights in
          any copy, translation, modification, adaptation or derivation of the
          Software that Licensee may create, including any improvement or
          development thereof. If, by operation of law, any person is deemed to
          possess any rights in such items ("Author"), Licensee will cause the
          Author to assign such rights to JDA and Third Party. To the extent
          that such rights are inalienable under applicable law, Licensee will
          cause the Author to waive and agree not to exercise such rights and,
          if such waiver and agreement are deemed invalid, to grant JDA, Third
          Party and their designees the exclusive, perpetual, irrevocable,
          worldwide and royalty-free right to use, market and modify such items
          without identifying the Author or seeking the Author's prior consent.
          Upon JDA's request, Licensee will use its best effort to cause the
          Author to execute any instrument that is appropriate to give full
          legal effect to the provisions of this Section.

     (b)  Licensee will affix, to each full or partial copy of the Software
          made by Licensee including, without limitation, Licensee
          Modifications, all copyright and proprietary information notices as
          affixed to the original.

     (c)  Licensee agrees that Third Party will have the right, as an intended
          third party beneficiary of this Agreement, to rely upon and directly
          enforce the terms set forth in this Agreement. Solely to accept the
          Third Party's rights under this Agreement, JDA accepts the third
          party beneficiary rights as agent on behalf of Third Party. Licensee
          acknowledges that Third Party accepts its third party beneficiary
          rights hereunder.


                         III.  DELIVERY AND ACCEPTANCE

3.1  DELIVERY. JDA will ship the Standard Software and Documentation to
     Licensee within a reasonable time after the Effective Date. Delivery of
     the Standard Software and Documentation will be complete upon JDA's
     shipment of the same, hereafter the "Delivery Date". Where applicable,
     Licensee will (i) obtain all licenses required to import the Software into
     the Territory, (ii) clear the Software through local customs promptly upon
     their arrival at the Territory and (iii) pay all customs duties and other
     charges assessed on such importations in the Territory.

3.2  ACCEPTANCE. Licensee will be deemed to have received and accepted the
     Standard Software that has been delivered to Licensee or to which any
     correction Notice (defined below) has been provided to Licensee by JDA,
     and the related Documentation, unless (a) with respect to such Standard
     Software, it materially fails to conform to the applicable Standard
     Specifications, and with respect to such Documentation, it fails to
     conform to the description in Exhibit A; (b) Licensee gives written notice
     of nonacceptance of such Standard Software and/or Documentation to JDA
     within 15 business days after the Delivery Date or delivery of a
     Correction Notice; and (c) Licensee's notice of nonacceptance states
     specifically (i) with respect to such Standard Software the Standard
     Specifications to which it fails to conform and the manner in which it
     fails to conform to such Standard Specifications with sufficient
     specificity to permit JDA to identify the nonconformity, and (ii) with
     respect to such documentation, the manner in which it fails to conform to
     the description in Exhibit A. If a Module of Standard Software or the
     related Documentation has been rejected pursuant to the first sentence of
     this Section 3.2 then JDA will, promptly after receipt of Licensee's
     rejection notice, use reasonable efforts to promptly correct or replace
     the existing, identified nonconformity and will notify Licensee of the
     completion of such correction or replacement (such notification, a
     "Correction Notice"). Licensee  will cooperate with JDA in its efforts to
     correct or replace the nonconformity. The correction or replacement of any
     portion of a Module of Standard Software that fails to conform to the
     Standard Specifications, or any Documentation that fails to conform to
     Exhibit A, will be Licensee's exclusive remedy for any such failure.





            IV. WARRANTY, INDEMNIFICATION, DISCLAIMERS, LIMITATIONS

4.1  SOFTWARE WARRANTY.

     (a)  JDA warrants that the Standard Software will perform substantially in
          accordance with the Documentation for a period of six (6) months from
          the Deliver Date (the "Warranty Period"). JDA further warrants that it
          has not and will not intentionally insert into the Standard Software
          any virus, worm, trojan horse, or other disabling code. JDA's sole
          obligation for breach of this warranty is to repair or replace the
          defective Standard Software with one (1) copy of conforming Software
          in a timely manner, provided Licensee (i) notifies JDA of the
          deficiency within the Warranty Period, and (ii) has installed all
          Updates provided by JDA to Licensee.

     (b)  The warranty set forth in Section 4.1(a) will be null and void upon
          modification of the Standard Software by any party other than JDA and
          not approved in writing by JDA, or Licensee's material breach of this
          Agreement.

4.2  YEAR 2000 WARRANTY.

     (a)  LIMITED WARRANTY. JDA warrants that the Supported Software delivered
          under this Agreement will record, store, process and present calendar
          dates falling on or after January 1, 2000 in the same manner and with
          substantially the same functionality as such Supported Software
          records, stores, processes and presents calendar dates falling on or
          before December 31, 1999.

     (b)  REMEDY. In the event that any Supported Software fails to operate as
          described in Section 4.2(a) ("Non-Compliance"), Licensee's exclusive
          remedy, and JDA's exclusive liability, will be to repair the
          Non-Compliant Supported Software or replace it with one copy of
          Supported Software substantially conforming to the warranty set forth
          in Section 4.2(a).

     (c)  LIMITATIONS. The warranty provided in Section 4.2(a) will not apply
          to the extent that the Non-Compliance arises as a result of (i)
          modification of the Supported Software other than by JDA, (ii) failure
          to promptly install an Update that would have eliminated the
          Non-Compliance, (iii) use of the Supported Software with data that is
          Non-Compliant, and (iv) the combination of the Supported Software with
          other items not provided by JDA, but only if the Non-Compliance would
          not have arisen from use of the Supported Software alone.

4.3  INDEMNIFICATION

     (a)  JDA will defend and indemnify Licensee against, and hold Licensee
          harmless from, any and all liability and expenses resulting from any
          action brought against Licensee to the extent that it is based on a
          claim that the Software infringes a valid copyright in the Territory,
          provided that JDA is given prompt notice, information, reasonable
          assistance, and sole authority to defend or settle the claim. In the
          defense or settlement of the claim, JDA may in its reasonable judgment
          and at its option and expense (i) obtain for Licensee the right to
          continue using the Software, (ii) replace or modify the Software so
          that it becomes noninfringing while giving equivalent performance, or
          (iii) if the remedies in (i) or (ii) are not commercially feasible,
          JDA may, as its sole obligation, terminate the license for the
          infringing Software and upon receipt of the infringing Software,
          return only the license fees paid by Licensee for such Software,
          depreciated over a five (5) year straight line depreciation schedule
          from the Effective Date. Licensee's failure to provide prompt notice,
          information and assistance will release JDA from its obligations
          hereunder to the extent JDA is prejudiced thereby.


     (b)  JDA will have no liability to indemnify, defend or hold harmless
          Licensee as set forth in Section 4.3(a) to the extent the alleged
          infringement is caused by (i) a modification of the Software by anyone
          other than JDA, (ii) use of the Software other than in accordance with
          the Documentation



                                       4




                  or the terms of this Agreement, (iii) screen formats, report
                  formats, logic, code or other information or data provided by
                  Licensee, (iv) the failure of Licensee to use Updates supplied
                  at no cost by JDA, or (v) the combination of Software with
                  other items not developed by JDA, but only if the infringement
                  claim would not have arisen from use of the Software alone.

         (c)      THE FOREGOING PROVISIONS OF THIS SECTION 4.3 CONSTITUTE THE
                  ENTIRE LIABILITY OF JDA AND THE EXCLUSIVE REMEDY OF LICENSEE
                  WITH RESPECT TO ANY CLAIM THAT JDA HAS BREACHED THE WARRANTY
                  MADE IN SECTION 4.3(a) OR THAT THE SOFTWARE INFRINGES UPON A
                  THIRD PARTY'S VALID COPYRIGHT IN THE TERRITORY. LICENSEE
                  FURTHER ACKNOWLEDGES THAT (i) THE PRICES AND OTHER CHARGES
                  CONTEMPLATED UNDER THIS AGREEMENT ARE BASED ON THE LIMITED
                  WARRANTY, DISCLAIMER AND LIMITATION OF LIABILITY SPECIFIED IN
                  SECTIONS 4.1, 4.2 AND 4.3 AND (ii) SUCH CHARGES WOULD BE
                  SUBSTANTIALLY HIGHER IF ANY OF THESE PROVISIONS WERE
                  UNENFORCEABLE.

         (d)      Except as provided in Section 4.3(a), Licensee will defend and
                  indemnify JDA against and hold JDA harmless from, any and all
                  liability and expenses resulting from any action brought
                  against JDA to the extent that it is based on a claim asserted
                  by a third party relating to or arising out of Licensee's use
                  or misuse of the Software or any item provided by Licensee as
                  contemplated in Section 4.3(b).

4.4      DISCLAIMERS, LIMITATIONS.

         (a)      JDA DOES NOT MAKE ANY, AND EXPRESSLY DISCLAIMS ALL,
                  WARRANTIES, CONDITIONS AND REPRESENTATIONS OTHER THAN THE
                  WARRANTIES, CONDITIONS AND REPRESENTATIONS EXPRESSLY MADE IN
                  THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED,
                  OR ARISING BY USAGE OF TRADE OR COURSE OF DEALING, INCLUDING,
                  WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS
                  FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND
                  NON-INFRINGEMENT. LICENSEE ACKNOWLEDGES THAT USE OF THE
                  SOFTWARE MAY NOT BE UNINTERRUPTED OR ERROR FREE. THE REMEDIES
                  SET FORTH HEREIN WILL BE THE SOLE AND EXCLUSIVE REMEDIES OF
                  LICENSEE.

         (b)      The Parties understand that Licensee may use certain third
                  party software or equipment in conjunction with the Software.
                  JDA MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR
                  IMPLIED, AS TO THE QUALITY, CAPABILITIES, OPERATIONS,
                  PERFORMANCE OR SUITABILITY OF THE THIRD PARTY SOFTWARE OR
                  EQUIPMENT, INCLUDING THE ABILITY TO INTEGRATE SAME WITH THE
                  SOFTWARE. THE QUALITY, CAPABILITIES, OPERATIONS, PERFORMANCE
                  AND SUITABILITY OF THE THIRD PARTY SOFTWARE OR EQUIPMENT LIE
                  SOLELY WITH LICENSEE AND THE VENDOR OR SUPPLIER OF SUCH THIRD
                  PARTY SOFTWARE OR EQUIPMENT, AS THE CASE MAY BE.

         (c)      THE AMOUNTS TO BE PAID TO JDA UNDER THIS AGREEMENT DO NOT
                  INCLUDE ANY ASSUMPTION OF RISK AND JDA WILL NOT, UNDER ANY
                  CIRCUMSTANCES, BE LIABLE FOR (i) ECONOMIC, INCIDENTAL,
                  CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY
                  DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE,
                  WHETHER CLAIMED UNDER CONTRACT, TORT, BREACH, FAILURE OF
                  WARRANTY OR ANY OTHER LEGAL THEORY OR (ii) LOSS OF OR DAMAGE
                  TO LICENSEE DATA OR PROGRAMMING.

         (d)      THE MAXIMUM AGGREGATE LIABILITY OF JDA FOR ALL CLAIMS UNDER
                  THIS AGREEMENT WILL BE ONE HUNDRED PERCENT (100%) OF THE FEE
                  RECEIVED BY




                                       5



                  JDA FROM LICENSEE FOR THE LICENSE OF THE SOFTWARE WHICH IS THE
                  SUBJECT OF SUCH LIABILITY.

         (e)      THE WARRANTIES MADE IN SECTIONS 4.1(a), 4.2(a) AND 4.3(a)
                  EXTEND ONLY TO LICENSEE AND ITS PERMITTED ASSIGNS.

         (f)      ANY ACTION AGAINST JDA PERMITTED UNDER THIS AGREEMENT AND NOT
                  BROUGHT WITHIN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION
                  ACCRUES WILL BE DEEMED BARRED.

         (g)      ANY PRODUCTS (INCLUDING SOFTWARE) PROVIDED BY JDA TO LICENSEE,
                  IN ADDITION TO THE PRODUCTS WHICH JDA HAS SPECIFICALLY AGREED
                  TO PROVIDE IN THIS AGREEMENT, WILL BE PROVIDED SUBJECT TO THE
                  PROVISIONS OF THIS SECTION 4.4, UNLESS OTHERWISE EXPRESSLY
                  AGREED IN WRITING. NOTWITHSTANDING THE FOREGOING, ANY
                  SHELFWARE (DESIGNATED AS SUCH IN WRITING) PROVIDED TO LICENSEE
                  BY JDA, WILL BE PROVIDED AS IS AND WITHOUT ANY WARRANTIES
                  WHATSOEVER INCLUDING, BUT NOT LIMITED TO, THE WARRANTY SET
                  FORTH IN SECTION 4.2; ALL IMPLIED WARRANTIES, CONDITIONS AND
                  REPRESENTATIONS ARE HEREBY AND FOREVER DISCLAIMED FOR SUCH
                  SHELFWARE. FOR PURPOSES OF THIS SECTION 4.4(g), "SHELFWARE" IS
                  DEFINED AS SOFTWARE MODIFICATIONS CREATED BY JDA FOR CUSTOMERS
                  WHICH MAY BE HELPFUL TO OTHER CUSTOMERS DESIRING SIMILAR
                  MODIFICATIONS AND WHICH IS NOT SUBJECT TO RESTRICTIONS ON ITS
                  USE BY JDA.

                        V. BREACH, TERMINATION, SURVIVAL

5.1      BREACH. Upon any failure by either party to perform or comply with any
         of its obligations under this Agreement, which breach is not cured
         within thirty (30) days of receipt of written notice, the non-breaching
         party will have the right, without waiving any right or remedy
         otherwise available, to cease performance until such failure is
         remedied.

5.2      TERMINATION.

         (a)      Upon the termination of this Agreement, JDA will have the
                  right to take immediate possession of the Software to the
                  extent permitted by applicable law and Licensee will (i)
                  discontinue exercising any rights granted hereunder, (ii)
                  deliver to JDA all Software then in its possession or control,
                  including, without limitation, all copies and duplicates in
                  whatever form, and (iii) certify in writing that all materials
                  required to be delivered to JDA have been delivered to JDA.

         (b)      Termination of this Agreement will be without prejudice to any
                  rights of either party against the other and such termination
                  will not relieve either party of any of its obligations to
                  the other existing at the time of termination. Furthermore,
                  nothing in this Section V will be deemed to permit Licensee to
                  terminate any other agreement (including, but not limited to,
                  a Software Support Agreement or Help Desk Agreement) prior to
                  termination of the initial term contained therein, or in any
                  manner contrary to the terms specified therein unless
                  termination of this Agreement is for JDA's material breach.

         (c)      Licensee will have a one time right to terminate this
                  Agreement if, and only if, it is unable to consummate the
                  purchase of Bakers Shoes from Edison Brothers. At such time as
                  the Agreement to Purchase Bakers Shoes is concluded, Licensee
                  will give JDA written notice of such consummation. In the
                  event that Licensee's purchase of Bakers Shoes is not
                  consummated, the Licensee will give JDA written notice and
                  comply with all of the conditions set forth in Section 5.1(a)
                  and pay to JDA any and all consulting fees and expenses
                  incurred by Licensee to



                                       6
















                  and through the date that it provides JDA with such written
                  notice. Furthermore, JDA will refund to Licensee any and all
                  license fees which have been paid and this Agreement will be
                  deemed terminated without any penalties accruing to either
                  party.

5.3      SURVIVAL. Provisions concerning the parties' rights and obligations
         which by the content of the provision operate after termination or
         which are necessary to enforce any right will survive termination of
         this Agreement. Without limiting the foregoing, all obligations of
         confidentiality and limitations on liability will survive termination
         of this Agreement for the duration of JDA's copyright in the Software.

                            VI. PAYMENT AND CHARGES

6.1      FEE. Licensee will pay to JDA a fee (the "Fee") set forth on Exhibit
         C. The Fee will be in consideration of the agreement of JDA to license
         the Standard Software and Documentation to Licensee and is payable by
         Licensee in accordance with Exhibit C regardless of whether Licensee
         refuses full performance by JDA.

6.2      ADDITIONAL SERVICES. If Licensee requests and JDA agrees to provide
         consulting services including, without limitation, loading or
         installing the Standard Software, a Business Application Analysis,
         programming services, training services, and data conversion services,
         the provisions to said services will be governed by a separate, written
         Consulting Services Agreement. JDA may subcontract any such services to
         another, related corporation, where appropriate under the business
         circumstances and approved by Licensee. For example, a sister
         corporation of JDA may provide services where its installers or repair
         and maintenance personnel and their supervisors have specialized
         knowledge which is essential to JDA's warranty or obligations pursuant
         to a Consulting Services Agreement.

6.3      ADDITIONAL SOFTWARE. If, at any time after the Effective Date, JDA
         grants Licensee the right to use additional software, or delivers to
         Licensee additional software (including but not limited to
         Modifications or Updates), such software and any related documentation
         will automatically be incorporated herein and form part of the
         Software. This provision will operate unless otherwise expressly agreed
         in writing by JDA and Licensee at the time such additional rights are
         granted.

6.4      INVOICING AND PAYMENT. All invoices are due and payable in full as set
         forth on Exhibit C. Any payments due JDA hereunder which are not paid
         when due will bear interest at the lesser of eighteen percent (18%) per
         year or the highest rate permitted in the Territory, calculated daily
         from the invoice date to the date of payment. JDA reserves the right to
         terminate this Agreement if any payment due hereunder is not received
         within ninety (90) days of the invoice date.

6.5      TAXES. Licensee will pay all sales and use tax due under this
         Agreement directly to JDA along with Licensee's first payment of the
         Fee. JDA will pay amounts collected for sales and use tax to the
         government on behalf of Licensee. Notwithstanding the foregoing, if
         either party ("Payor") is required to pay penalties, interest, costs or
         expenses as a result of the other's ("Delinquent Party") late payments
         of sales and use tax due, then the Delinquent Party will, upon the
         request of the Payor (accompanied by reasonable documentation),
         reimburse Payor in an amount equal to the amount so paid by it and any
         penalties, interest, costs and expenses paid or incurred by Payor.

6.6      GROSS-UP. If, under the laws of the Territory, Licensee is required to
         withhold any tax on such payments, then the amount of the payment will
         be automatically increased to totally offset such tax, so that the
         amount actually remitted to JDA, net of all taxes, equals the amount
         invoiced or otherwise due. Licensee will promptly furnish JDA with the
         official receipt of payment of these taxes to the appropriate taxing
         authority.

                               VII. MISCELLANEOUS

7.1      GOVERNING LAW, ETC. This Agreement will be governed by the internal
         laws of the State of Arizona, without reference to its choice of law
         rules, and may be executed in counterpart copies. The parties hereby
         exclude application of the United Nations Convention on Contracts for
         the International Sale of Goods



                                       7



     from this Agreement and any transaction between them related thereto. All
     terms and conditions of this Agreement will be deemed enforceable to the
     fullest extent permissible under applicable law. If a provision of this
     Agreement is held invalid under any applicable law, such invalidity will
     not affect any other provision of this Agreement and such invalid
     provision will be deemed modified to the extent necessary to make it valid
     and enforceable or, if such provision cannot be so modified, it will be
     deemed deleted from this Agreement.

7.2  ARBITRATION.  Except, at the option of JDA, with respect to a claim by JDA
     against Licensee for the nonpayment by Licensee of amounts owing to JDA
     hereunder or, at the option of either party with respect to the right to
     apply to a court of competent jurisdiction for equitable relief, any
     controversy or claim arising out of or related to this Agreement or in
     connection with a breach of this Agreement ("Claim") will be settled by
     arbitration in Phoenix, Arizona U.S.A. under the rules of the American
     Arbitration Association in effect at the time such Claim is submitted to
     arbitration. The arbitrator(s) selected to arbitrate such Claim will be
     selected from a panel of persons having experience with and knowledge of
     the computer software business. Such arbitrator(s) will not, in any event,
     have any authority to make any ruling, finding or award that does not
     conform to the terms and conditions of this Agreement. The arbitral award
     will be final and binding on all parties and may be entered as a judgment
     and enforceable by any court of competent jurisdiction.

7.3  ATTORNEYS' FEES AND COSTS.  The prevailing party in any arbitration or
     litigation regarding a Claim or a claim for equitable relief, will be
     entitled as a matter of right and not within the discretion of the
     arbitrator or judicial officer, to recover its costs and expenses
     including, without limitation, attorneys' and witness' fees.

7.4  NONWAIVER.  The failure of either party to enforce the other party's
     strict performance of any provision of this Agreement will not constitute
     a waiver of its right to subsequently enforce such provision or any other
     provision of this Agreement.

7.5  FORCE MAJEURE.  If the performance of either party is delayed or prevented
     at any time due to circumstances beyond its control, including, without
     limitation, those resulting from labor disputes, fire, floods, riots,
     civil disturbances, weather conditions, control exercised by a
     governmental entity, unavoidable casualties or acts of God or a public
     enemy, performance will be excused until such condition no longer exists.

7.6  NOTICES.  All notices will be in writing and, if originating in the United
     States, sent by certified mail, overnight mail, responsible courier, or
     transmitted by facsimile (if confirmed by mail), or, if originating
     outside the United States, sent by responsible international courier or
     transmitted by facsimile (if confirmed by mail) to the address below or
     such other address as either party may indicate by at least ten (10) days
     prior written notice to the other party.

     If to JDA:      JDA Software, Inc.
                     14400 North 87th Street
                     Scottsdale, Arizona 85260-3649
                     Attention:   James D. Armstrong, Co-Chief Executive Officer
                                  Frederick M. Pakis, Co-Chief Executive Officer
                                  Telephone: 602/404-5500
                                  Facsimile: 602/404-5545

     With a copy to: JDA Software, Inc.
                     General Counsel
                     14400 North 87th Street
                     Scottsdale, Arizona 85260-3649
                     Telephone: 602/404-5500
                     Facsimile: 602/485-3158



                                       8




         If to LICENSEE:         Weiss & Neuman
                                 1209 Washington
                                 St. Louis, Missouri 63103
                                 Attention:  Lawrence L. Spanley, Jr.
                                             Vice President - Finance
                                             Peter Edison, President
                                 Telephone:  (314) 231-5125
                                 Facsimile:  (314) 212-9707

7.7      INTEGRATION, PURCHASE ORDER. This Agreement and the Exhibits constitute
         the true will of the parties and the entire agreement between them with
         respect to the Software, the license to use the Software, and the
         rights and obligations of the parties with respect to the Software and
         supersede all previous proposals (both oral and written), negotiations,
         representations, commitments, writing, agreements, and all other
         communications between the parties. This Agreement may only be altered
         or modified by written instrument duly executed by both parties. In the
         event of any conflict between the terms and conditions of this
         Agreement and the terms and conditions of any purchase order, the terms
         and conditions of this Agreement will control. The parties specifically
         agree that, to the extent any terms in Exhibit D conflict with any
         terms contained in this Agreement, the terms contained in Exhibit D
         will control.

7.8      COOPERATION. Both parties will reasonably cooperate with the other in
         connection with each other's performance. Both parties acknowledge that
         such performance depends in part on such cooperation and that the
         failure to cooperate may hinder or impede the other's performance
         hereunder.

7.9      ASSIGNMENT. Licensee will not assign or sublicense, in whole or in
         part, any of its rights or obligations under this Agreement without the
         prior written consent of JDA, and any prohibited assignment or
         sublicense will be null and void.

7.10     NONDISCLOSURE OBLIGATION.

         (a)      The terms and conditions (including pricing) of this
                  Agreement, along with any other information clearly marked
                  "confidential" provided under this Agreement are confidential
                  and will not be disclosed, orally or in writing by Licensee to
                  any third party without JDA's prior written consent. JDA
                  represents that the Software contains valuable proprietary
                  information, is confidential, and Licensee will protect the
                  Software with at least the same degree of care and
                  confidentiality, but not less than a reasonable standard of
                  care, which Licensee uses for Licensee information that it
                  does not wish disclosed to the public. Licensee may provide
                  access to and use of the Software only to those third parties
                  that (i) provide services to Licensee concerning Licensee's
                  use of the Software (ii) have a need to use and access the
                  Software for the exercise or performance of the rights and
                  obligations granted or imposed under this Agreement, and (iii)
                  have agreed to substantially similar nondisclosure obligations
                  imposed by Licensee as those contained herein.

         (b)      JDA will keep confidential and not disclose any proprietary
                  information of Licensee to which JDA is permitted access or
                  which is disclosed to JDA by Licensee including, without
                  limitation, any confidential proprietary business records,
                  financial information, trade secrets, strategies, methods or
                  practices of Licensee or other information specifically
                  designated by Licensee (collectively "Licensee's Confidential
                  Information"), without Licensee's express written consent,
                  except in connection with providing services to Licensee
                  hereunder or pursuant to a separate written agreement;
                  provided, however, that Licensee's Confidential Information
                  will not include any information which becomes part of or in
                  any manner whatsoever relates to the Software including
                  without limitation, the look, structure or organization of the
                  Software.

         (c)      Neither party will have any obligation of confidentiality with
                  regard to information which (i) is or becomes a part of the
                  public domain through no act or omission of such party, (ii)
                  was in such



                                       9



                  party's lawful possession prior to the disclosure thereto and
                  had not been obtained by such party either directly or
                  indirectly from the disclosing party, (iii) is lawfully
                  disclosed to such party by a third party without restriction
                  on disclosure, (iv) is independently developed by such party,
                  or (v) is required to be disclosed by applicable law.

         (d)      Both parties agree that if either party breaches any of its
                  obligations of confidentiality, the other party may be
                  irreparably harmed and in addition to all other remedies which
                  such party may have, it may be entitled to relief in equity
                  without the necessity of proof of actual damage.

7.11     CUMULATIVE OBLIGATIONS. Each party's obligations hereunder are in
         addition to, and not exclusive of, any and all of its other obligations
         and duties to the other party, whether express, implied, in fact or in
         law.

7.12     RELATIONSHIP OF PARTIES. The relationship of the parties is that of
         independent contractors dealing at arms length and, except as expressly
         provided in this Agreement, nothing in this Agreement will be construed
         so as to constitute the parties as partners, joint venturers or
         co-owners or empower either party to act for, bind or otherwise create
         or assume any obligation on behalf of the other and neither party will
         hold itself out as entitled to do the same.

7.13     OUTSOURCING. Notwithstanding anything to the contrary contained in this
         Agreement, Licensee may choose to outsource its data processing to a
         third party who would act as an agent on Licensee's behalf, upon JDA's
         written consent to the choice of outsourcing company. Prior to
         transferring the Software and Documentation to an outsourcing company,
         or to permitting an outsourcing company access to Software and
         Documentation, such agent shall agree to be bound by the terms and
         conditions of this Agreement and Licensee will ensure that use of the
         standard software is in accordance with the terms of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement, and it will be effective as of the Effective Date.


WEISS & NEUMAN                               JDA SOFTWARE, INC.


Signature /s/ Lawrence L. Spanley, Jr.       Signature /s/ James D. Armstrong
          ----------------------------                 -----------------------


Name Lawrence L. Spanley, Jr.                Name James D. Armstrong
     ---------------------------------            ----------------------------


Title Vice President-Finance                 Title Co-Chief Executive Officer
      --------------------------------             ---------------------------


Date June 3, 1999                            Date
     --------------------------------             ----------------------------




 [Exhibit A describing module of standard software and Exhibit B defining Site,
  omitted. The Registrant undertakes to furnish supplementally a copy of such
  omitted exhibits to the Commission upon request.]



                            EXHIBIT C (PAGE 1 OF 2)

I.       FEES

         A.       INITIAL FEE. Licensee will pay to JDA an Initial Fee in the
                  amount of three hundred thousand dollars ($300,000.00), plus
                  tax. This Initial Fee is in consideration of JDA's granting
                  Licensee the right to use the MMS Standard Software for
                  information processing at up to three hundred (300)
                  Licensee-owned retail locations.

         B.       ADDITIONAL FEE. Licensee will pay to JDA an Additional Fee in
                  the amount of ten thousand dollars ($10,000.00), plus tax, for
                  each group of ten (10) additional retail locations at which
                  Licensee uses the Software for information processing in
                  addition to the initial three hundred (300) retail locations.

         C.       GRAPHICAL USER INTERFACE FEE. Licensee will pay to JDA a
                  Graphical User Interface Fee in the amount of five thousand
                  dollars ($5,000.00), plus tax, for each group of ten (10)
                  terminals.

II.      PAYMENT SCHEDULE

         A.       The Initial Fee shall be due and payable as follows:

                  (1)      One hundred thousand dollars ($100,000.00) of the
                           Initial Fee, plus tax on the entire Initial Fee,
                           shall be due and payable on the Effective Date;

                  (2)      One hundred thirty-five thousand dollars
                           ($135,000.00) of the Initial Fee shall be due and
                           payable on the Delivery Date;

                  (3)      Sixty-five thousand dollars ($65,000.00) of the
                           Initial Fee shall be due and payable sixty (60) days
                           after the Delivery Date.

         B.       The Additional Fee shall be due and payable upon the opening
                  of any store in addition to the initial three hundred (300)
                  stores. For purposes of determining when such Additional Fee
                  is due, a store shall be deemed open when it begins making
                  sales. In the event that there is any reduction in the number
                  of retail stores for which information processing is being
                  provided, Licensee shall not be entitled to a refund of any
                  portion of the Initial Fee or the Additional Fee.

         C.       The Graphical User Interface Fee for Graphical User Interface
                  licenses will be due when Licensee notifies JDA, in writing,
                  that it desires such licenses.

III.     OPTION

         A.       JDA hereby grants Licensee the option to license JDA's
                  RetailIDEAS (Merchandising Edition) Software for ten (10)
                  users for one hundred seventy thousand dollars ($170,000.00),
                  plus tax, (two thousand dollars ($2,000.00), plus tax, for
                  each additional user). This will be referred to as the
                  RetailIDEAS Option. The RetailIDEAS Option will expire of its
                  own terms, if not exercised by May 21, 2000.



                                       11





                            EXHIBIT C (PAGE 2 OF 2)

     B.   JDA hereby grants Licensee the option to license JDA's Arthur
          Planning Software for five (5) users for one hundred six thousand,
          two hundred fifty dollars ($106,250.00), plus tax, (one thousand five
          hundred dollars ($1,500.00), plus tax, for each additional retail
          location). This will be referred to as the Arthur Planning Option. The
          Arthur Planning Option will expire of its own terms, if not exercised
          by May 21, 2000.

     C.   JDA hereby grants Licensee the option to JDA's Arthur Allocation
          Software for five (5) users for one hundred nineteen thousand dollars
          ($119,000.00), plus tax, (one thousand five hundred dollars
          ($1,500.00), plus tax, for each additional retail location). This will
          be referred to as the Arthur Allocation Option. The Arthur Planning
          Option will expire of its own terms, if not exercised by May 21, 2000.

     D.   JDA hereby grants Licensee the option to license Graphical User
          Interface in the amount of Five Thousand Dollars ($5,000.00), plus tax
          for each group of ten (10) terminals. This will be referred to as the
          GUI Option and it will remain open for a period of three (3) years
          from the Effective Date hereof.

IV.  LICENSEE'S FINANCE ARRANGEMENT:

     Licensee has advised JDA that it is investigating potential financing
     arrangements to finance the purchase of the Software along with other
     software, hardware, and other goods. JDA agrees to cooperate with Licensee
     in all reasonable manners to assist Licensee in its endeavor.



                                       12

EX-10.20

                                                                   EXHIBIT 10.20

                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
September 16, 2002, by and between BAKERS FOOTWEAR GROUP, INC., a Missouri
corporation (the "Company"), and Stanley K. Tusman ("Employee").

                                   WITNESSETH:

         WHEREAS, the Company desires to retain the services of Employee as
Executive Vice-President of the Company; and

         WHEREAS, the Company and Employee desire to enter into this Agreement
to set forth the terms and conditions of the employment relationship between the
Company and Employee.

         NOW, THEREFORE, in consideration of the mutual promises contained in
this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1. Term. Employee's term of employment (the "Employment Term") under
this Agreement shall be two (2) years, commencing on September 16, 2002
("Effective Date"), and shall continue for a period through and including
September 16, 2004, and shall automatically renew for successive two (2) year
terms, unless (a) either party notifies the other in writing of its or his
intention not to extend Employee's Employment Term at least ninety (90) calendar
days prior to the end of the then Employment Term, or (b) the Employment Term is
earlier terminated pursuant to the terms and conditions set forth in this
Agreement.

         2. Duties. Employee shall have the title of Executive
Vice-President ("EVP") of Merchandise Planning and Control; Allocation and
Inventory Management; Information Services and Technology. Employee shall
perform all duties incident to the position of EVP as well as any other duties
as may from time to time be assigned by the Chairman and Chief Executive


Officer ("CEO") of the Company or his designee or the Board of Directors of the
Company (the "Board") not inconsistent with the title and duties of EVP, and
agrees to abide by all By-laws, policies, practices, procedures or rules of the
Company.

         3. Exclusive Services and Best Efforts. Employee agrees to devote his
best efforts, energies and skill to the discharge of the duties and
responsibilities attributable to his position, and to this end, he will devote
his full time and attention exclusively to the business and affairs of the
Company. Employee also agrees that he shall not take personal advantage of any
business opportunities that arise during his employment and that may benefit the
Company. All material facts regarding such opportunities must be promptly
reported to the Chairman and CEO or the Board for consideration by the Company.

         4. Base Salary. During the Employment Term, the Company shall pay
Employee a salary ("Base Salary"), at a rate per annum to be determined from
time to time by the Chairman and CEO of the Company or the Board, but in no
event less than the rate per annum payable by the Company to the Employee on the
Effective Date, payable in equal installments at such payment intervals as are
the usual custom of the Company, but not less often than monthly.

         5. Bonus. Employee shall be eligible to participate in such Company
executive bonus plan or plans as the Company may from time to time establish, on
the same basis as other participants at his level and pursuant to the terms of
the Plan in effect on the date eligibility for a bonus is determined.

         6. Benefit Plans. During the Employment Term and as otherwise provided
herein, Employee shall be entitled to participate in any and all employee
welfare and health benefit plans (including, but not limited to, medical
insurance, dental insurance, and disability insurance plans) and other employee
benefit plans, including, but not limited to, the Bakers Footwear Group, Inc.
d/b/a Weiss and Neuman Shoe Co. 401(k) Plan, established by the Company from
time to time for the benefit of all executives of the Company. Company will pay
the annual


                                       2


premium on the $500,000 Life Insurance policy for the Employee. Employee shall
be entitled to 3 weeks paid vacation from work in accordance with the terms of
the Company's vacation policy. Employee shall be required to comply with the
conditions attendant to coverage by such plans and policies and shall comply
with and be entitled to benefits only in accordance with the terms and
conditions of such plans and policies as they may be amended from time to time.

         7. Deduction from Salary and Benefits. The Company may withhold from
any salary or benefits payable to Employee all federal, state, local and other
taxes and other amounts as permitted or required pursuant to law or legal
compulsion.

         8. Reimbursement of Business Expenses. Employee shall be paid or
reimbursed for all reasonable, ordinary and necessary business expenses incurred
by Employee in the performance of his responsibilities and the promotion of the
Company's businesses, including, but not limited to, any air travel, lodging,
and automobile and related travel expenses. Employee shall submit to the Company
periodic statements of all expenses so incurred. Subject to such audits as the
Company may deem necessary, the Company shall reimburse Employee the full amount
of any such expenses advanced by him in the ordinary course of business.

         9. Certain Additional Payments.

         (a)      For purposes of this Paragraph 9, the following terms shall be
                  defined as indicated:

                  (i)      "Trigger Event" shall mean any of the following which
                           occur during the Employment Term: (x) Peter Edison
                           ceases to be Chairman and CEO of the Company and
                           within two years either (A) there is a material
                           diminution in the nature or status of Employee's
                           duties and responsibilities, (B) Employee's
                           employment is terminated without cause, or (C) there
                           is a reduction in Employee's overall compensation, or
                           (x) Employee is terminated without cause and


                                       3

                           subsequently within six months Peter Edison is no
                           longer the Chairman and CEO of the Company, or (y)
                           there is a transfer of the Company's home office out
                           of the St. Louis metropolitan area.

                  (ii)     "Paragraph 9 Payment" shall mean an aggregate payment
                           in one (1) lump sum within thirty (30) days following
                           any Trigger Event totaling an amount equal to the sum
                           of (x) two times Employee's Base Salary in effect at
                           the time of the Trigger Event, and (y) the average of
                           Bonus payments made by the Company to the Employee in
                           respect of the two (2) calendar years immediately
                           preceding such Trigger Event.

                  (iii)    "Paragraph 9 Payment" shall also include the
                           prepayment for a period of two (2) years the $500,000
                           Life Insurance Policy Number 41681917 issued by
                           Transamerica Occidental Life Insurance Company and
                           owned by Stanley K. Tusman, insured.

         (b)      If, during the Employment Term, a Trigger Event occurs with
                  respect to Employee, Company shall make the Paragraph 9
                  Payment to the Employee.

         (c)      In no event shall Employee be entitled to receive more than a
                  single Paragraph 9 Payment under this Agreement, even if there
                  is more than one (1) reason or set of circumstances that gives
                  rise to the Company's obligation to make such payment.

                                       4


         (d)      For purposes of this Paragraph 9, all references to "Company"
                  shall include Company and all of Company's successors in
                  interest.

         (e)      In the event that Employee's employment is terminated under
                  Section 11 of this Agreement (Disability) or Section 12(b) of
                  the Agreement (Termination Without Cause by the Company),
                  Employee, shall, in addition to all other amounts due Employee
                  under this Agreement, be entitled to severance pay in an
                  amount equal to the product obtained by multiplying (x)
                  Employee's base monthly salary at the time of such
                  termination, times (y) the lesser of the number of months
                  remaining in the Employment Term or 18. Such sum shall be paid
                  within thirty (30) days following such termination.

         10. Death. The Employment Term shall terminate on the date of
Employee's death, in which event Employee's salary, any unpaid Paragraph 9
Payment that had earlier accrued, Employee's benefits, and reimbursable expenses
owing to Employee through the date of Employee's death shall be paid to his
estate. Employee's estate will not be entitled to any other compensation under
this Agreement.

         11. Disability. If, during the Employment Term, in the opinion of the
Company, Employee, because of physical or mental illness or incapacity, shall
become unable to perform substantially all of the duties and services required
of his under this Agreement for a period of sixty (60) days in the aggregate
during any twelve-month period, the Company may, upon at least ten (10) days'
prior written notice given at any time after the expiration of such sixty (60)
day period, notify Employee of its intention to terminate the Employment Term
under this Agreement as of the date set forth in the notice. In case of such
termination, Employee shall be entitled to receive severance pay under Section
9(e) salary, benefits and reimbursable expenses owing to Employee through the
date of termination. The Company shall have no further obligation or liability
to Employee.

                                       5

         12. Termination. (a) Termination for Cause by the Company. The Company
may immediately terminate the Employment Term under this Agreement for cause.
Upon such termination, the Company shall be released from any and all further
obligations under this Agreement, except for accrued salary, benefits and
reimbursable expenses owing to Employee through the effective date of the
termination of the Employment Term.

         (1)      For the purposes of this Agreement, "cause" shall mean the
                  following:

                  (A)      failure or neglect by Employee to perform the duties
                           of the Employee's position;

                  (B)      failure of Employee to obey lawful orders given by
                           the Chairman and CEO or the Board;

                  (C)      misconduct in connection with the performance of any
                           of Employee's duties, including, without limitation,
                           misappropriation of funds or property of the Company,
                           securing or attempting to secure personally any
                           profit in connection with any transaction entered
                           into on behalf of the Company, misrepresentation to
                           the Company, or any violation of law or regulations
                           on Company premises or while in the Company's employ
                           or to which the Company is subject;

                  (D)      commission by Employee of an act involving moral
                           turpitude, dishonesty, theft or unethical business
                           conduct, or conduct that impairs or injures the
                           reputation of, or harms, the Company;

                  (E)      disloyalty by Employee, including, without
                           limitation, aiding a competitor;

                  (F)      failure to fully cooperate in any investigation by
                           the Company; or

                  (G)      any breach of this Agreement or Company rules;

                  provided, however, in the event of an event under subparagraph
                  (A) or (G) of Paragraph (1), cause shall not exist unless
                  Employee was first given written notice of the event and fails
                  to cure such event within ten (10) days following such notice.

         (b) Termination Without Cause by the Company. The Company may
immediately terminate the Employment Term under this Agreement, at any time,
without any cause or reason, upon ninety (90) days' prior written notice to
Employee. The Company may terminate the Employment Term under this provision
notwithstanding the existence of cause.


                                       6



         (c) Termination Without Cause by Employee. Employee may terminate the
Employment Term under this Agreement, at any time, with or without cause or
reason, upon ninety (90) days' prior written notice to the Company.

                                       7

         13. Non-Competition and Confidential Information.

         (a) Non-Competition. The Company does business throughout the United
States. The entities listed on Exhibit A, attached hereto and incorporated
herein by reference, are competitors of the Company that also do business
throughout the United States. During the Employment Term and for a period of
twelve (12) months after the termination for any reason of Employee's employment
with the Company, except for reason of termination without cause, Employee will
not, without the prior written consent of the Chairman and CEO of the Company or
Board, if Employee is then the Chairman and CEO, in any manner, directly or
indirectly, either as an employee, owner, partner, consultant, shareholder,
director or officer, for himself or in behalf of any person, firm, partnership,
entity or corporation, work for, become employed by or interested directly or
indirectly in, or in any other way become employed by or interested directly or
indirectly in, or in any other way become associated with, any of the entities
listed on Exhibit A or any of their subsidiaries or affiliated or related
entities, or any of their successors. The Board shall have the right to modify,
add to, or delete from the list set forth in Exhibit A, and may do so from time
to time until thirty (30) days after the end of the initial or any succeeding
Employment Term, by written notice pursuant to Paragraph 22 of this Agreement.
The aforementioned twelve (12) month time period shall be extended for a time
period equal to the time period during which a violation of Paragraph 13(a)
exists.

         (b) Confidentiality. Employee acknowledges that he will have access to
certain proprietary and confidential information and trade secrets
("Confidential Information") of the Company, including, but not limited to,
Company store volume data, sales projections, merchandise sales information,
profit data, lease terms, marketing and advertising strategies and plans,
product information, cost information, and financial information of the Company.
Employee will not use or disclose any Confidential Information during the
Employment Term or

                                       8


thereafter other than in connection with performing Employee's services for the
Company in accordance with this Agreement.

         (c) Enforcement. (1) Employee agrees that the restrictions set forth in
this Paragraph are reasonable and necessary to protect the Company's goodwill
and other legitimate business interests. If any of the covenants set forth
herein are deemed to be overbroad or unenforceably the parties contemplate that
such provisions shall be modified to make them enforceable to the fullest extent
permitted by law.

                  (2) In the event of a breach or threatened breach by Employee
of any of the provisions of this Paragraph, (i) Employee acknowledges that the
Company will be irreparably harmed and that money damages may be an insufficient
remedy to the Company; and (ii) Employee shall pay all of the Company's
attorneys fees, costs and expenses incurred in enforcing this Agreement, if
litigation is commenced and the Company prevails in such litigation to any
extent. Employee acknowledges that enforcement of the provisions of this
Paragraph by way of injunctive relief would not prevent Employee from earning a
livelihood.

         (d) The provisions of this Paragraph shall be deemed independent of the
other provisions of this Agreement and shall be enforceable in all events,
notwithstanding the termination, for any reason, of Employee's employment or
even a breach by the Company of any provision of this Agreement; provided,
however, in the event that the Company is in breach of any material term or
provision of this Agreement and fails to cure such breach within sixty (60) days
following written notice by Employee to the Company detailing the facts which
constitute such breach, Employee shall be relieved of his obligations under
Paragraph (a) of Section 13 but not of his obligations under Paragraph (b) of
Section 13.

         14. Representations and Warranties of Employee. Employee hereby
represents and warrants to the Company as follows: (a) Employee's execution and
delivery of this Agreement and the performance of his obligations hereunder will
not violate or be in conflict with any fiduciary or other duty, instrument,
agreement, document, arrangement or other understanding


                                       9


to which Employee is a party or by which he is or may be bound or subject; and
(b) Employee is not a party to any instrument, agreement, document, arrangement
or other understanding with any person (other than the Company) requiring or
restricting the use or disclosure of any confidential information or the
provision of any employment, consulting or other services.


         15. Other Employee Obligations.

         (a) Company Property. All records, files, lists, including computer
generated lists, documents, computers, computer software programs, equipment,
telephones, telephone numbers, and similar items relating to the Company's
business that Employee shall prepare or receive from the Company shall remain
the Company's sole and exclusive property. Upon termination of this Agreement,
Employee shall promptly return to the Company all property of the Company in his
possession. Employee further represents that he will not copy or cause to be
copied, print out or cause to be printed out any software, documents or other
materials originating with or belonging to the Company. Employee additionally
represents that, upon termination of his employment with the Company, he will
not retain in his possession any such software, documents or other materials.

         (b) Cooperation. Employee agrees that both during and after his
employment he shall, at the request of the Company, render all assistance and
perform all lawful acts that the Company considers necessary or advisable in
connection with any litigation involving the Company or any director, officer,
employee, shareholder, agent, representative, consultant, customer or vendor of
the Company.

         (c) The provisions of this Paragraph shall be deemed independent of the
other provisions of this Agreement and shall be enforceable in all events,
notwithstanding the termination, for any reason, of Employee's employment or
even a breach by the Company of any provision of this Agreement; provided,
however, in the event that the Company breaches any material term or provision
of this Agreement and fails to cure such breach within sixty (60) days following
written notice by Employee detailing the facts which constitute the breach,


                                       10


Employee shall then be relieved of his obligations under Paragraph (b) of this
Section 15, but not of his obligations under Paragraph (a) of this Section 15.

         16. Arbitration. Except to the extent Company seeks injunctive or other
equitable relief, any and all disputes arising under or relating to the
interpretation or application of this Agreement or concerning Employee's
employment with the Company or termination thereof, including, but not limited
to, claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section
1981, the Age Discrimination in Employment Act, the Employee Retirement Income
Security Act, the Family and Medical Leave Act, the Missouri Human Rights Act,
the Missouri Service Letter Law, and any other federal, state, or local law, and
the common law of contract or tort, shall be subject to arbitration in St. Louis
County, Missouri, under the then existing rules of the American Arbitration
Association. Judgment upon the award rendered may be entered in any court of
competent jurisdiction. Nothing contained in this Paragraph shall limit the
right of the Company to enforce by court injunction or other equitable relief
the Employee's obligations under this Agreement, including but not limited to
those under Paragraphs 13 and 15 of this Agreement.

         17. Continuation of Employee's Obligations. Upon the ending of
Employee's Employment Term, Employee's other obligations under this Agreement,
including but not limited to those under Paragraphs 13 through 24, shall
continue pursuant to the terms and conditions of this Agreement.

         18. Governing Law. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of Missouri, without regard to
the conflicts of law rules thereof.

         19. Jurisdiction. In the event that the Company seeks injunctive or
other equitable relief, to which the arbitration provisions of Section 16 of
this Agreement are inapplicable, each


                                       11


of the parties hereto hereby irrevocably consents and submits to the
jurisdiction of the Circuit Court of St. Louis County, Missouri, and of the
United States District Court for the Eastern District of Missouri in connection
with any such suit, action or other proceeding. Employee waives and agrees not
to assert any defense that the court lacks jurisdiction, that venue is improper,
that the forum is inconvenient, or otherwise.

         20. Successors and Assiqns. Neither this Agreement, nor any of
Employee's rights, powers, duties or obligations hereunder, may be assigned by
Employee. This Agreement shall be binding upon and inure to the benefit of
Employee and her heirs and legal representatives and the Company and its
successor and assigns.

         21. Waiver. Any waiver or consent from a party with respect to any term
or provision of this Agreement or any other aspect of Employee's conduct or
employment shall be effective only in the specific instance and for the specific
purpose for which given and shall not be deemed, regardless of frequency given,
to be a further or continuing waiver or consent. The failure or delay of a party
at any time or times to require performance of, or to exercise any of its
powers, rights or remedies with respect to, any term or provision of this
Agreement or any other aspect of Employee's conduct or employment shall not in
any manner (except as otherwise expressly provided herein) affect a party's
right at a later time to enforce any such term or provision.

         22. Notices. All notices under this Agreement must be in writing and
shall be deemed to have been duly given if delivered by hand or mailed by first
class mail, registered mail, return receipt requested, postage and registry fees
prepaid, to the applicable party and addressed as follows:

         (a)      The Company:

                  Bakers Footwear Group, Inc.
                  2815 Scott Avenue
                  St. Louis, Missouri 63103

                                       12


                  Attention: Chairman and Chief Executive Officer
                  (or to the Board in the event that Employee is
                  then Chairman and CEO)

         (b)      Employee:

                  Stanley K. Tusman
                  17737 Drummer Lane
                  Chesterfield, MO 63005

Addresses may be changed by notice in writing signed by the addressee.

         23. Amendment. No amendment or modification of this Agreement shall be
valid or effective, unless in writing and signed by the parties to this
Agreement.

         24. Entire Agreement. (a) This Agreement embodies the entire agreement
of the parties hereto with respect to its subject matter and merges with and
supersedes all prior discussions, agreements, commitments or understandings or
every kind and nature relating thereto, whether oral or written, between
Employee and the Company; provided, however, that nothing in this Agreement
supersedes the Company's Class C Stock Option Agreement. Neither party shall be
bound by any term or condition other than as is expressly set forth herein.

         (b) Employee represents and agrees that he fully understands his right
to discuss all aspects of this Agreement with his private attorney, that to the
extent he desired, he availed himself of this right, that he has carefully read
and fully understands all of the provisions of the Agreement, that his decision
to execute this Agreement has not been obtained by any duress and that he has
read this document in its entirety and fully understands the meaning, intent and
consequences of this Agreement.

                                       13




         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first hereinabove set forth.

         THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE
ENFORCED BY THE PARTIES.

COMPANY:                                                EMPLOYEE:

BAKERS FOOTWEAR GROUP, INC.

By: /s/ PETER EDISON                                    /s/ STANLEY K. TUSMAN
    -----------------------                             -----------------------
    Peter Edison                                        Stanley K. Tusman

Title:  Chairman and CEO

                                       14


[Exhibit A, Competitors of the Company, omitted. The Registrant undertakes to
furnish supplementally a copy of such exhibit upon request.]

EX-10.21

                                                                   EXHIBIT 10.21

                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
December 12, 2003, by and between BAKERS FOOTWEAR GROUP, INC., a Missouri
corporation (the "Company"), and Joe Vander Pluym ("Employee").

                              W I T N E S S E T H :

         WHEREAS, the Company desires to retain the services of Employee as an
Executive Vice President of the Company; and

         WHEREAS, the Company and Employee desire to enter into this Agreement
to set forth the terms and conditions of the employment relationship between the
Company and Employee.

         NOW, THEREFORE, in consideration of the mutual premises contained in
this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1.       Term. Employee's term of employment (the "Employment Term")
under this Agreement shall be one (1) year, commencing on December 12, 2003, and
shall continue for a period through and including December 11, 2004, and shall
automatically renew for successive one (1) year terms, unless (a) either party
notifies the other in writing of its or his intention not to extend Employee's
Employment Term at least sixty (60) calendar days prior to the end of the then
Employment Term, or (b) the Employment Term is earlier terminated pursuant to
the terms and conditions set forth in this Agreement.

         2.       Duties. Employee shall perform all duties incident to the
position of EVP of Store Operations as well as any other duties as may from time
to time be assigned by the Chairman and Chief Executive Officer of the Company
or his designee, and agrees to abide by all By-laws, policies, practices,
procedures or rules of the Company.





         3.       Exclusive Services and Best Efforts. Employee agrees to devote
his best efforts, energies and skill to the discharge of the duties and
responsibilities attributable to his position, and to this end, he will devote
his full time and attention exclusively to the business and affairs of the
Company. Employee also agrees that he shall not take personal advantage of any
business opportunities that arise during his employment and that may benefit the
Company. All material facts regarding such opportunities must be promptly
reported to the Chairman and Chief Executive Officer for consideration by the
Company.

         4.       Base Salary. During the Employment Term, the Company shall pay
Employee a salary, at a rate per annum to be determined from time to time by the
Compensation Committee of the Board of Directors, but in no event less than the
rate per annum payable by the Company to the Employee on the Effective Date,
payable in equal installments at such payment intervals as are the usual custom
of the Company, but not less often than monthly.

         5.       Bonus. Employee shall be eligible to participate in the
Company Executive Bonus Plan (the "Plan") on the same basis as other
participants at his level and pursuant to the terms of the Plan in effect on the
date eligibility for a bonus is determined.

         6.       Benefit Plans. During the Employment Term and as otherwise
provided herein, Employee shall be entitled to participate in any and all
employee welfare and health benefit plans (including, but not limited to,
medical insurance, dental insurance, and disability insurance plans) and other
employee benefit plans, including, but not limited to, the Company 401(k) plan,
established by the Company from time to time for the benefit of all executives
of the Company. Employee shall be entitled to paid vacation from work in
accordance with the terms of the Company's vacation policy. Employee shall be
required to comply with the conditions attendant to coverage by such plans and
policies and shall comply with and be entitled to benefits only in accordance
with the terms and conditions of such plans and policies as they may be amended

                                       2



from time to time. Nothing herein contained shall be construed as requiring the
Company to establish or continue any particular benefit plan in discharge of its
obligations under this Employment Agreement.

         7.       Deduction from Salary and Benefits. The Company may withhold
from any salary or benefits payable to Employee all federal, state, local and
other taxes and other amounts as permitted or required pursuant to law or legal
compulsion.

         8.       Reimbursement of Business Expenses. Employee shall be paid or
reimbursed for all reasonable, ordinary and necessary business expenses incurred
by Employee in the performance of his responsibilities and the promotion of the
Company's businesses, including any air travel, lodging, and automobile and
related travel expenses. Employee shall submit to the Company periodic
statements of all expenses so incurred. Subject to such audits as the Company
may deem necessary, the Company shall reimburse Employee the full amount of any
such expenses advanced by him in the ordinary course of business.

         9.       Change of Control. (a) In the event that (i) there is a Change
of Control of the Company, and (ii) such Change of Control results in (a) a
material diminution of the nature and status of Employee's duties and
responsibilities or (b) the termination of Employee's employment without cause,
Employee shall receive an aggregate payment in one lump sum within thirty (30)
days of such termination, totaling an amount equal to six months of the
Employee's Base Salary in effect at the time of Employee's termination.

                  (b)      For the purpose of this Agreement, a "Change of
Control" shall mean there has been: (i) A sale by the stockholders of the
Company of more than 50% of either the then outstanding shares of common stock
or the combined voting power of the Company's then outstanding voting securities
entitled to vote generally in the election of directors; (ii) A sale of all or
substantially all of the assets of the Company; or (iii) A reorganization,
merger or

                                       3





consolidation, resulting in the stockholders of the Company immediately prior to
such reorganization, merger or consolidation, immediately thereafter owing,
directly or indirectly, less than 50% of the combined voting power entitled to
vote generally in the election of directors of the reorganized, merged or
consolidated company. Any transaction referred to in this paragraph must be to a
party not related to a shareholder for the same to constitute a Change of
Control.

         10.      Death. The Employment Term shall terminate on the date of
Employee's death, in which event Employee's salary and benefits owing to
Employee through the date of Employee's death shall be paid to his estate.
Employee's estate will not be entitled to any other compensation under this
Agreement.

         11.      Disability. If, during the Employment Term, in the opinion of
the Company, Employee, because of physical or mental illness or incapacity,
shall become unable to perform substantially all of the duties and services
required of him under this Agreement for a period of sixty (60) days in the
aggregate during any twelve-month period, the Company may, upon at least ten
(10) days' prior written notice given at any time after the expiration of such
sixty (60) day period, notify Employee of its intention to terminate the
Employment Term under this Agreement as of the date set forth in the notice. In
case of such termination, Employee shall be entitled to receive salary, benefits
and reimbursable expenses owing to Employee through the date of termination. The
Company shall have no further obligation or liability to Employee.

         12.      Termination For Cause. (a) The Company may immediately
terminate the Employment Term under this Agreement for cause. Upon such
termination, the Company shall be released from any and all further obligations
under this Agreement, except for accrued salary and benefits owing to Employee
through the effective date of the termination of the Employment Term. Employee's
other obligations under this Agreement, including but not limited to those

                                       4




under Paragraph 14 (Non-Competition and Confidential Information) and Paragraph
16 (Other Post-Employment Obligations), shall continue pursuant to the terms and
conditions of this Agreement.

                  (b)      For the purposes of this Agreement, "cause" shall
include, without limitation, the following:

                  (1)      failure or neglect by Employee to perform the duties
                           of the Employee's position or meet the Company's
                           performance expectations;

                  (2)      failure of Employee to obey orders given by the
                           Company or supervisors;

                  (3)      misconduct in connection with the performance of any
                           of Employee's duties, including, without limitation,
                           misappropriation of funds or property of the Company,
                           securing or attempting to secure personally any
                           profit in connection with any transaction entered
                           into on behalf of the Company, misrepresentation to
                           the Company, or any violation of law or regulations
                           on Company premises or while in the Company's employ
                           or to which the Company is subject;

                  (4)      commission by Employee of an act involving moral
                           turpitude, dishonesty, theft or unethical business
                           conduct, or conduct that impairs or injures the
                           reputation of, or harms, the Company;

                  (5)      disloyalty by Employee, including, without
                           limitation, aiding a competitor;

                  (6)      failure by Employee to devote his full time and best
                           efforts to the Company's business and affairs;

                  (7)      failure by Employee to work exclusively for the
                           Company;

                  (8)      failure to fully cooperate in any investigation by
                           the Company;

                  (9)      any breach of this Agreement or Company rules;

                  (10)     any other act of misconduct by Employee; or

                  (11)     the elimination of Employee's position.

                  (c)      If the Company terminates the Employment Term under
this Agreement for cause as provided in Paragraph 12(b)(11) above, Employee
shall receive the equivalent of six (6) months of Employee's annual salary, less
deductions required by law, payable on a

                                       5




monthly basis, if, and only if, Employee signs a valid general release of all
claims against the Company in a form provided by the Company.

         13.      Expiration of Employment Agreement. If pursuant to Paragraph
1(a), the Company notifies the Employee of its intention not to extend the
Employee's Employment Term, at the expiration of the Employee Employment term,
the employee shall receive the equivalent of four (4) months of employee's
annual salary, less deductions required by law, payable on a monthly basis, if,
and only if, Employee signs a valid general release of all claims against the
Company in a form provided by the Company.

         14.      Termination Without Cause. In the event of a Change of
Control, as that term is defined in Paragraph 9, Employee's Employment Term
maybe terminated without cause upon thirty (30) days written notice. Upon such
termination, the Company shall be released from any and all further obligations
under this Agreement, except that the Company shall be obligated to pay Employee
(i) his salary and benefits owing to Employee through the day on which
Employee's employment is terminated, and (ii) the amount described in Paragraph
9. Employee's obligations under this Agreement, including but not limited to
those under Paragraphs 15 and 17, shall continue pursuant to the terms and
conditions of this Agreement.

         15.      Non-Competition and Confidential Information.

                  (a)      Non-Competition. The Company does business throughout
the United States. The entities listed on Exhibit A, attached hereto and
incorporated herein by reference, are competitors of the Company that also do
business throughout the United States. During the Employment Term and for a
period of twelve (12) months after the termination for any reason of Employee's
employment with the Company, Employee will not, without the prior written
consent of the Chairman and CEO of the Company or Board, if Employee is then the
Chairman and CEO, in any manner, directly or indirectly, either as an employee,
owner, partner,

                                       6




consultant, shareholder, director or officer, for himself or in behalf of any
person, firm, partnership, entity or corporation, work for, become employed by
or interested directly or indirectly in, or in any other way become employed by
or interested directly or indirectly in, or in any other way become associated
with, any of the entities listed on Exhibit A or any of their subsidiaries or
affiliated or related entities, or any of their successors. The Board shall have
the right to modify, add to, or delete from the list set forth in Exhibit A, and
may do so from time to time until thirty (30) days after the end of the initial
or any succeeding Employment Term, by written notice pursuant to Paragraph 23 of
this Agreement. The aforementioned twelve (12) month time period shall be
extended for a time period equal to the time period during which a violation of
Paragraph 15(a) exists.

                  (b)      Confidentiality. Employee acknowledges that he will
have access to certain proprietary and confidential information and trade
secrets ("Confidential Information") of the Company, including, but not limited
to, Company store volume data, sales projections, profit data, lease terms,
marketing and advertising strategies and plans, product information, cost
information, and financial information of the Company. Employee will not use or
disclose any Confidential Information during the Employment Term or thereafter
other than in connection with performing Employee's services for the Company in
accordance with this Agreement.

                  (c)      Enforcement. (1) Employee agrees that the
restrictions set forth in this Paragraph are reasonable and necessary to protect
the Company's goodwill and other legitimate business interests. If any of the
covenants set forth herein are deemed to be overbroad or unenforceably the
parties contemplate that such provisions shall be modified to make them
enforceable to the fullest extent permitted by law.

                           (2)      In the event of a breach or threatened
breach by Employee of any of the provisions of this Paragraph, (i) Employee
acknowledges that the Company will be irreparably harmed and that money damages
may be an insufficient remedy to the Company;

                                       7



and (ii) Employee shall pay all of the Company's costs and expenses incurred in
enforcing this Agreement, whether or not litigation is commenced. Employee
acknowledges that enforcement of the provisions of this Paragraph by way of
injunctive relief would not prevent Employee from earning a livelihood.

                  (d)      The provisions of this Paragraph shall survive the
termination of Employee's employment, regardless of the reason for the
termination. The provisions of this Paragraph shall be deemed independent of the
other provisions of this Agreement and shall be enforceable in all events,
notwithstanding the termination of Employee's employment or even a breach by the
Company of any provision of this Agreement.

         16.      Representations and Warranties of Employee. Employee hereby
represents and warrants to the Company as follows: (a) Employee's execution and
delivery of this Agreement and the performance of his obligations hereunder will
not violate or be in conflict with any fiduciary or other duty, instrument,
agreement, document, arrangement or other understanding to which Employee is a
party or by which he is or may be bound or subject; and (b) Employee is not a
party to any instrument, agreement, document, arrangement or other understanding
with any person (other than the Company) requiring or restricting the use or
disclosure of any confidential information or the provision of any employment,
consulting or other services.

         17.      Other Post-Employment Obligations.

                  (a)      Company Property. All records, files, lists,
including computer generated lists, documents, computers, computer software
programs, equipment, telephones, telephone numbers, and similar items relating
to the Company's business that Employee shall prepare or receive from the
Company shall remain the Company's sole and exclusive property. Upon termination
of this Agreement, Employee shall promptly return to the Company all property of
the Company in his possession. Employee further represents that he will not copy
or cause to

                                       8




be copied, print out or cause to be printed out any software, documents or other
materials originating with or belonging to the Company. Employee additionally
represents that, upon termination of his employment with the Company, he will
not retain in his possession any such software, documents or other materials.

                  (b)      Cooperation. Employee agrees that both during and
after his employment he shall, at the request of the Company, render all
assistance and perform all lawful acts that the Company considers necessary or
advisable in connection with any litigation involving the Company or any
director, officer, employee, shareholder, agent, representative, consultant,
customer or vendor of the Company.

                  (c)      The provisions of this Paragraph shall survive the
termination of Employee's employment, regardless of the reason for the
termination. The provisions of this Paragraph shall be deemed independent of the
other provisions of this Agreement and shall be enforceable in all events,
notwithstanding the termination of Employee's employment or even a breach by the
Company of any provision of this Agreement.

         18.      Arbitration. Any and all disputes arising under or relating to
the interpretation or application of this Agreement or concerning Employee's
employment with the Company or termination thereof, including, but not limited
to, claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section
1981, the Age Discrimination in Employment Act, the Employee Retirement Income
Security Act, the Family and Medical Leave Act, the Missouri Human Rights Act,
the Missouri Service Letter Law, and any other federal, state, or local law, and
the common law of contract or tort, shall be subject to arbitration in St. Louis
County, Missouri, under the then existing rules of the American Arbitration
Association. Judgment upon the award rendered may be entered in any court of
competent jurisdiction. Nothing contained in this Paragraph shall limit the
right of the Company to enforce by court injunction or other equitable relief
the

                                       9




Employee's obligations under this Agreement, including but not limited to those
under Paragraphs 15 and 17 of this Agreement.

         18.      Governing Law. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Missouri, without
regard to the conflicts of law rules thereof.

         19.      Jurisdiction. Each of the parties hereto hereby irrevocably
consents and submits to the jurisdiction of the Circuit Court of St. Louis
County, Missouri, and of the United States District Court for the Eastern
District of Missouri in connection with any suit, action or other proceeding
concerning the interpretation or application of this Agreement, Employee's
employment with the Company or termination thereof, or enforcement of Paragraphs
15 or 17 of this Agreement. Employee waives and agrees not to assert any defense
that the court lacks jurisdiction, that venue is improper, that the forum is
inconvenient, or otherwise.

         20.      Successors and Assigns. Neither this Agreement, nor any of
Employee's rights, powers, duties or obligations hereunder, may be assigned by
Employee. This Agreement shall be binding upon and inure to the benefit of
Employee and his heirs and legal representatives and the Company and its
successor and assigns.

         21.      Waiver. Any waiver or consent from the Company with respect to
any term or provision of this Agreement or any other aspect of Employee's
conduct or employment shall be effective only in the specific instance and for
the specific purpose for which given and shall not be deemed, regardless of
frequency given, to be a further or continuing waiver or consent. The failure or
delay of the Company at any time or times to require performance of, or to
exercise any of its powers, rights or remedies with respect to, any term or
provision of this Agreement or any other aspect of Employee's conduct or
employment shall not in any manner (except as

                                       10






otherwise expressly provided herein) affect the Company's right at a later time
to enforce any such term or provision.

         22.      Notices. All notices under this Agreement must be in writing
and shall be deemed to have been duly given if delivered by hand or mailed by
first class mail, registered mail, return receipt requested, postage and
registry fees prepaid, to the applicable party and addressed as follows:

                  (a)      The Company:

                           Bakers Footwear Group, Inc.
                           2815 Scott Avenue
                           St. Louis, Missouri 63103

                           Attention: Chairman and Chief Executive Officer

                  (b)      Employee:

                           Joe Vander Pluym
                           131 Woodbourne Court
                           O'Fallon, IL 62269

Addresses may be changed by notice in writing signed by the addressee.

         23.      Amendment. No amendment or modification of this Agreement
shall be valid or effective, unless in writing and signed by the parties to this
Agreement.

         24.      Entire Agreement. (a) This Agreement embodies the entire
agreement of the parties hereto with respect to its subject matter and merges
with and supersedes all prior discussions, agreements, commitments or
understandings or every kind and nature relating thereto, whether oral or
written, between Employee and the Company; provided, however, that nothing in
this Agreement supersedes the Company's Class C Stock Option Agreement. Neither
party shall be bound by any term or condition other than as is expressly set
forth herein.

                  (b)      Employee represents and agrees that he fully
understands his right to discuss all aspects of this agreement with his private
attorney, that to the extent he desired, he

                                       11






availed himself of this right, that he has carefully read and fully understands
all of the provisions of the Agreement, that his decision to execute this
Agreement has not been obtained by any duress and that he has read this document
in its entirety and fully understands the meaning, intent and consequences of
this Agreement.

                (The rest of this page left intentionally blank)

                                       12






         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first hereinabove set forth.

         THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION, WHICH MAY BE
ENFORCED BY THE PARTIES.

COMPANY:                                        EMPLOYEE:

BAKERS FOOTWEAR GROUP, INC.

By: /s/ Peter Edison                            /s/ Joe Vander Pluym
    ---------------------------------           ----------------------------
    Peter Edison                                Joe Vander Pluym
Title: Chairman and Chief Executive Officer

                                        13

[Exhibit A. Competitors of the Company, omitted. The Registrant undertakes to
furnish a supplemental copy of such exhibit to the SEC upon request.]

EX-10.22

                                                                   EXHIBIT 10.22

                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
December 12, 2003, by and between BAKERS FOOTWEAR GROUP, INC., a Missouri
corporation (the "Company"), and Mark Ianni ("Employee").

                              W I T N E S S E T H :

         WHEREAS, the Company desires to retain the services of Employee as an
Executive Vice President/General Merchandise Manager of the Company; and

         WHEREAS, the Company and Employee desire to enter into this Agreement
to set forth the terms and conditions of the employment relationship between the
Company and Employee.

         NOW, THEREFORE, in consideration of the mutual premises contained in
this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1.       Term. Employee's term of employment (the "Employment Term")
under this Agreement shall be one (1) year, commencing on December 12, 2003, and
shall continue for a period through and including December 11, 2004, and shall
automatically renew for successive one (1) year terms, unless (a) either party
notifies the other in writing of its or his intention not to extend Employee's
Employment Term at least sixty (60) calendar days prior to the end of the then
Employment Term, or (b) the Employment Term is earlier terminated pursuant to
the terms and conditions set forth in this Agreement.

         2.       Duties. Employee shall perform all duties incident to the
position of Buyer as well as any other duties as may from time to time be
assigned by the Chairman and Chief Executive Officer of the Company or his
designee, and agrees to abide by all By-laws, policies, practices, procedures or
rules of the Company. Employee may be reassigned or transferred to





another management position, as designated by the Chairman and Chief Executive
Officer of the Company, which may or may not provide the same level of
responsibility as the initial assignment, in accordance with the terms and
conditions of this Agreement.

         3.       Exclusive Services and Best Efforts. Employee agrees to devote
his best efforts, energies and skill to the discharge of the duties and
responsibilities attributable to his position, and to this end, he will devote
his full time and attention exclusively to the business and affairs of the
Company. Employee also agrees that he shall not take personal advantage of any
business opportunities that arise during is employment and that may benefit the
Company. All material facts regarding such opportunities must be promptly
reported to the Chairman and Chief Executive Officer for consideration by the
Company.

         4.       Base Salary. During the Employment Term, the Company shall pay
Employee a salary, at a rate per annum to be determined from time to time by the
Compensation Committee of the Board of Directors, payable in equal installments
at such payment intervals as are the usual custom of the Company, but not less
often than monthly.

         5.       Bonus. Employee shall be eligible to participate in the
Company Executive Bonus Plan (the "Plan") on the same basis as other
participants at his level and pursuant to the terms of the Plan in effect on the
date eligibility for a bonus is determined.

         6.       Benefit Plans. During the Employment Term and as otherwise
provided herein, Employee shall be entitled to participate in any and all
employee welfare and health benefit plans (including, but not limited to,
medical insurance, dental insurance, and disability insurance plans) and other
employee benefit plans, including, but not limited to, the Company 401(k) plan,
established by the Company from time to time for the benefit of all executives
of the Company. Employee shall be entitled to paid vacation from work in
accordance with the terms of the Company's vacation policy. Employee shall be
required to comply with the conditions attendant



                                       2



to coverage by such plans and policies and shall comply with and be entitled to
benefits only in accordance with the terms and conditions of such plans and
policies as they may be amended from time to time. Nothing herein contained
shall be construed as requiring the Company to establish or continue any
particular benefit plan in discharge of its obligations under this Employment
Agreement.

         7.       Deduction from Salary and Benefits. The Company may withhold
from any salary or benefits payable to Employee all federal, state, local and
other taxes and other amounts as permitted or required pursuant to law or legal
compulsion.

         8.       Reimbursement of Business Expenses. Employee shall be paid or
reimbursed for all reasonable, ordinary and necessary business expenses incurred
by Employee in the performance of his responsibilities and the promotion of the
Company's businesses, including any air travel, lodging, and automobile and
related travel expenses. Employee shall submit to the Company periodic
statements of all expenses so incurred. Subject to such audits as the Company
may deem necessary, the Company shall reimburse Employee the full amount of any
such expenses advanced by him in the ordinary course of business.

         9.       Change of Control. (a) In the event that (i) there is a Change
of Control of the Company, and (ii) such Change of Control results in (a) a
material diminution of the nature and status of Employee's duties and
responsibilities or (b) the termination of Employee's employment without cause,
Employee shall receive an aggregate payment in one lump sum within thirty (30)
days of such termination, totaling an amount equal to six months of the
Employee's Base Salary in effect at the time of Employee's termination.

                  (b) For the purpose of this Agreement, a "Change of Control"
shall mean there has been: (i) A sale by the stockholders of the Company of more
than 50% of either the then outstanding shares of common stock or the combined
voting power of the Company's then



                                       3



outstanding voting securities entitled to vote generally in the election of
directors; (ii) A sale of all or substantially all of the assets of the Company;
or (iii) A reorganization, merger or consolidation, resulting in the
stockholders of the Company immediately prior to such reorganization, merger or
consolidation, immediately thereafter owing, directly or indirectly, less than
50% of the combined voting power entitled to vote generally in the election of
directors of the reorganized, merged or consolidated company. Any transaction
referred to in this paragraph must be to a party not related to a shareholder
for the same to constitute a Change of Control.

         10.      Death. The Employment Term shall terminate on the date of
Employee's death, in which event Employee's salary and benefits owing to
Employee through the date of Employee's death shall be paid to his estate.
Employee's estate will not be entitled to any other compensation under this
Agreement.

         11.      Disability. If, during the Employment Term, in the opinion of
the Company, Employee, because of physical or mental illness or incapacity,
shall become unable to perform substantially all of the duties and services
required of him under this Agreement for a period of sixty (60) days in the
aggregate during any twelve-month period, the Company may, upon at least ten
(10) days' prior written notice given at any time after the expiration of such
sixty (60) day period, notify Employee of its intention to terminate the
Employment Term under this Agreement as of the date set forth in the notice. In
case of such termination, Employee shall be entitled to receive salary, benefits
and reimbursable expenses owing to Employee through the date of termination. The
Company shall have no further obligation or liability to Employee.

         12.      Termination For Cause. (a) The Company may immediately
terminate the Employment Term under this Agreement for cause. Upon such
termination, the Company shall be released from any and all further obligations
under this Agreement, except for accrued salary



                                       4



and benefits owing to Employee through the effective date of the termination of
the Employment Term. Employee's other obligations under this Agreement,
including but not limited to those under Paragraph 14 (Non-Competition and
Confidential Information) and Paragraph 16 (Other Post-Employment Obligations),
shall continue pursuant to the terms and conditions of this Agreement.

                  (b) For the purposes of this Agreement, "cause" shall include,
without limitation, the following:

                  (1)      failure or neglect by Employee to perform the duties
                           of the Employee's position or meet the Company's
                           performance expectations;

                  (2)      failure of Employee to obey orders given by the
                           Company or supervisors;

                  (3)      misconduct in connection with the performance of any
                           of Employee's duties, including, without limitation,
                           misappropriation of funds or property of the Company,
                           securing or attempting to secure personally any
                           profit in connection with any transaction entered
                           into on behalf of the Company, misrepresentation to
                           the Company, or any violation of law or regulations
                           on Company premises or while in the Company's employ
                           or to which the Company is subject;

                  (4)      commission by Employee of an act involving moral
                           turpitude, dishonesty, theft or unethical business
                           conduct, or conduct that impairs or injures the
                           reputation of, or harms, the Company;

                  (5)      disloyalty by Employee, including, without
                           limitation, aiding a competitor;

                  (6)      failure by Employee to devote his full time and best
                           efforts to the Company's business and affairs;

                  (7)      failure by Employee to work exclusively for the
                           Company;

                  (8)      failure to fully cooperate in any investigation by
                           the Company;

                  (9)      any breach of this Agreement or Company rules;

                  (10)     any other act of misconduct by Employee; or

                  (11)     the elimination of Employee's position.

                  (c) If the Company terminates the Employment Term under this
Agreement for cause as provided in Paragraph 12(b)(11) above, Employee shall
receive the equivalent of



                                       5



three (3) months of Employee's annual salary, less deductions required by law,
payable on a monthly basis, if, and only if, Employee signs a valid general
release of all claims against the Company in a form provided by the Company.

         13.      Termination Without Cause. In the event of a Change of
Control, as that term is defined in Paragraph 9, Employee's Employment Term
maybe terminated without cause upon thirty (30) days written notice. Upon such
termination, the Company shall be released from any and all further obligations
under this Agreement, except that the Company shall be obligated to pay Employee
(i) his salary and benefits owing to Employee through the day on which
Employee's employment is terminated, and (ii) the amount described in Paragraph
9. Employee's obligations under this Agreement, including but not limited to
those under Paragraphs 14 and 16, shall continue pursuant to the terms and
conditions of this Agreement.

         14.      Non-Competition and Confidential Information.

                  (a) Non-Competition. The Company does business throughout the
United States. The entities listed on Exhibit A, attached hereto and
incorporated herein by reference, are competitors of the Company that also do
business throughout the United States. During the Employment Term and for a
period of twelve (12) months after the termination for any reason of Employee's
employment with the Company, Employee will not, without the prior written
consent of the Chairman and CEO of the Company or Board, if Employee is then the
Chairman and CEO, in any manner, directly or indirectly, either as an employee,
owner, partner, consultant, shareholder, director or officer, for himself or in
behalf of any person, firm, partnership, entity or corporation, work for, become
employed by or interested directly or indirectly in, or in any other way become
employed by or interested directly or indirectly in, or in any other way become
associated with, any of the entities listed on Exhibit A or any of their
subsidiaries or affiliated or related entities, or any of their successors. The
Board shall have the right to modify, add to, or delete from the list set forth
in Exhibit A, and may do so from time to time until thirty (30) days



                                       6


after the end of the initial or any succeeding Employment Term, by written
notice pursuant to Paragraph 22 of this Agreement. The aforementioned twelve
(12) month time period shall be extended for a time period equal to the time
period during which a violation of Paragraph 13(a) exists.

                  (b) Confidentiality. Employee acknowledges that he will have
access to certain proprietary and confidential information and trade secrets
("Confidential Information") of the Company, including, but not limited to,
Company store volume data, sales projections, profit data, lease terms,
marketing and advertising strategies and plans, product information, cost
information, and financial information of the Company. Employee will not use or
disclose any Confidential Information during the Employment Term or thereafter
other than in connection with performing Employee's services for the Company in
accordance with this Agreement.

                  (c) Enforcement. (1) Employee agrees that the restrictions set
forth in this Paragraph are reasonable and necessary to protect the Company's
goodwill and other legitimate business interests. If any of the covenants set
forth herein are deemed to be overbroad or unenforceably the parties contemplate
that such provisions shall be modified to make them enforceable to the fullest
extent permitted by law.

                      (2) In the event of a breach or threatened breach by
Employee of any of the provisions of this Paragraph, (i) Employee acknowledges
that the Company will be irreparably harmed and that money damages may be an
insufficient remedy to the Company; and (ii) Employee shall pay all of the
Company's costs and expenses incurred in enforcing this Agreement, whether or
not litigation is commenced. Employee acknowledges that enforcement of the
provisions of this Paragraph by way of injunctive relief would not prevent
Employee from earning a livelihood.

                  (d) The provisions of this Paragraph shall survive the
termination of Employee's employment, regardless of the reason for the
termination. The provisions of this


                                       7


Paragraph shall be deemed independent of the other provisions of this Agreement
and shall be enforceable in all events, notwithstanding the termination of
Employee's employment or even a breach by the Company of any provision of this
Agreement.

         15.      Representations and Warranties of Employee. Employee hereby
represents and warrants to the Company as follows: (a) Employee's execution and
delivery of this Agreement and the performance of his obligations hereunder will
not violate or be in conflict with any fiduciary or other duty, instrument,
agreement, document, arrangement or other understanding to which Employee is a
party or by which he is or may be bound or subject; and (b) Employee is not a
party to any instrument, agreement, document, arrangement or other understanding
with any person (other than the Company) requiring or restricting the use or
disclosure of any confidential information or the provision of any employment,
consulting or other services.

         16.      Other Post-Employment Obligations.

                  (a) Company Property. All records, files, lists, including
computer generated lists, documents, computers, computer software programs,
equipment, telephones, telephone numbers, and similar items relating to the
Company's business that Employee shall prepare or receive from the Company shall
remain the Company's sole and exclusive property. Upon termination of this
Agreement, Employee shall promptly return to the Company all property of the
Company in his possession. Employee further represents that he will not copy or
cause to be copied, print out or cause to be printed out any software, documents
or other materials originating with or belonging to the Company. Employee
additionally represents that, upon termination of his employment with the
Company, he will not retain in his possession any such software, documents or
other materials.

                  (b) Cooperation. Employee agrees that both during and after
his employment he shall, at the request of the Company, render all assistance
and perform all


                                       8


lawful acts that the Company considers necessary or advisable in connection with
any litigation involving the Company or any director, officer, employee,
shareholder, agent, representative, consultant, customer or vendor of the
Company.

                  (c) The provisions of this Paragraph shall survive the
termination of Employee's employment, regardless of the reason for the
termination. The provisions of this Paragraph shall be deemed independent of the
other provisions of this Agreement and shall be enforceable in all events,
notwithstanding the termination of Employee's employment or even a breach by the
Company of any provision of this Agreement.

         17.      Arbitration. Any and all disputes arising under or relating to
the interpretation or application of this Agreement or concerning Employee's
employment with the Company or termination thereof, including, but not limited
to, claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section
1981, the Age Discrimination in Employment Act, the Employee Retirement Income
Security Act, the Family and Medical Leave Act, the Missouri Human Rights Act,
the Missouri Service Letter Law, and any other federal, state, or local law, and
the common law of contract or tort, shall be subject to arbitration in St. Louis
County, Missouri, under the then existing rules of the American Arbitration
Association. Judgment upon the award rendered may be entered in any court of
competent jurisdiction. Nothing contained in this Paragraph shall limit the
right of the Company to enforce by court injunction or other equitable relief
the Employee's obligations under this Agreement, including but not limited to
those under Paragraphs 14 and 16 of this Agreement.

         18.      Governing Law. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Missouri, without
regard to the conflicts of law rules thereof.


                                       9


         19.      Jurisdiction. Each of the parties hereto hereby irrevocably
consents and submits to the jurisdiction of the Circuit Court of St. Louis
County, Missouri, and of the United States District Court for the Eastern
District of Missouri in connection with any suit, action or other proceeding
concerning the interpretation or application of this Agreement, Employee's
employment with the Company or termination thereof, or enforcement of Paragraphs
14 or 16 of this Agreement. Employee waives and agrees not to assert any defense
that the court lacks jurisdiction, that venue is improper, that the forum is
inconvenient, or otherwise.

         20.      Successors and Assigns. Neither this Agreement, nor any of
Employee's rights, powers, duties or obligations hereunder, may be assigned by
Employee. This Agreement shall be binding upon and inure to the benefit of
Employee and his heirs and legal representatives and the Company and its
successor and assigns.

         21.      Waiver. Any waiver or consent from the Company with respect to
any term or provision of this Agreement or any other aspect of Employee's
conduct or employment shall be effective only in the specific instance and for
the specific purpose for which given and shall not be deemed, regardless of
frequency given, to be a further or continuing waiver or consent. The failure or
delay of the Company at any time or times to require performance of, or to
exercise any of its powers, rights or remedies with respect to, any term or
provision of this Agreement or any other aspect of Employee's conduct or
employment shall not in any manner (except as otherwise expressly provided
herein) affect the Company's right at a later time to enforce any such term or
provision.

         22.      Notices. All notices under this Agreement must be in writing
and shall be deemed to have been duly given if delivered by hand or mailed by
first class mail, registered mail, return receipt requested, postage and
registry fees prepaid, to the applicable party and addressed as follows:


                                       10


                  (a) The Company:

                      Bakers Footwear Group, Inc.
                      2815 Scott Avenue
                      St. Louis, Missouri 63103

                  Attention: Chairman and Chief Executive Officer

                  (b) Employee:

                      Mark Ianni
                      2726 Marbach Way
                      St. Charles, MO 63301

Addresses may be changed by notice in writing signed by the addressee.

         23.      Amendment. No amendment or modification of this Agreement
shall be valid or effective, unless in writing and signed by the parties to this
Agreement.

         24.      Entire Agreement. (a) This Agreement embodies the entire
agreement of the parties hereto with respect to its subject matter and merges
with and supersedes all prior discussions, agreements, commitments or
understandings or every kind and nature relating thereto, whether oral or
written, between Employee and the Company; provided, however, that nothing in
this Agreement supersedes the Company's Class C Stock Option Agreement. Neither
party shall be bound by any term or condition other than as is expressly set
forth herein.

                  (b) Employee represents and agrees that he fully understands
his right to discuss all aspects of this agreement with his private attorney,
that to the extent he desired, he availed himself of this right, that he has
carefully read and fully understands all of the provisions of the Agreement,
that his decision to execute this Agreement has not been obtained by any duress
and that he has read this document in its entirety and fully understands the
meaning, intent and consequences of this Agreement.

         25.      This agreement restates and replaces, in its entirety, the
employment agreement previously signed as of April 28, 2003 by and between the
Company and the Employee.


                                       11


         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first hereinabove set forth.

         THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION, WHICH MAY BE
ENFORCED BY THE PARTIES.

COMPANY:                                 EMPLOYEE:

BAKERS FOOTWEAR GROUP, INC.

By: /s/ Peter Edison                     /s/ Mark Ianni
    ------------------------------       --------------------------------
    Peter Edison                         Mark Ianni

Title: Chairman and Chief Executive Officer

Mark Ianni

                                       12

[Exhibit A. Competitions of the Company, omitted. The Registrant undertakes to
furnish a supplemental copy of such exhibit to the SEC upon request.]

EX-10.23

                                                                   EXHIBIT 10.23

                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
December 17, 2003, by and between BAKERS FOOTWEAR GROUP, INC., a Missouri
corporation (the "Company"), and Lawrence L. Spanley, Jr. ("Employee").

                              W I T N E S S E T H :

         WHEREAS, the Company desires to retain the services of Employee as
Chief Financial Officer and Executive Vice President of the Company; and

         WHEREAS, the Company and Employee desire to enter into this Agreement
to set forth the terms and conditions of the employment relationship between the
Company and Employee.

         NOW, THEREFORE, in consideration of the mutual premises contained in
this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1.       Term. Employee's term of employment (the "Employment Term")
under this Agreement shall be one (1) year, commencing on December 17, 2003, and
shall continue for a period through and including December 16, 2004, and shall
automatically renew for successive one (1) year terms, unless (a) either party
notifies the other in writing of its or his intention not to extend Employee's
Employment Term at least sixty (60) calendar days prior to the end of the then
Employment Term, or (b) the Employment Term is earlier terminated pursuant to
the terms and conditions set forth in this Agreement.

         2.       Duties. Employee shall perform all duties incident to the
position of Chief Financial Officer/Executive Vice President as well as any
other duties as may from time to time be assigned by the Chairman and Chief
Executive Officer of the Company or his designee, and agrees to abide by all
By-laws, policies, practices, procedures or rules of the Company.




Employee may be reassigned or transferred to another management position, as
designated by the Chairman and Chief Executive Officer of the Company, which may
or may not provide the same level of responsibility as the initial assignment,
in accordance with the terms and conditions of this Agreement.

         3.       Exclusive Services and Best Efforts. Employee agrees to devote
his best efforts, energies and skill to the discharge of the duties and
responsibilities attributable to his position, and to this end, he will devote
his full time and attention exclusively to the business and affairs of the
Company. Employee also agrees that he shall not take personal advantage of any
business opportunities that arise during his employment and that may benefit the
Company. All material facts regarding such opportunities must be promptly
reported to the Chairman and Chief Executive Officer for consideration by the
Company.

         4.       Base Salary. During the Employment Term, the Company shall pay
Employee a salary, at a rate per annum to be determined from time to time by the
Compensation Committee of the Board of Directors, but at no time shall it be
less than $100,000 per annum, payable in equal installments at such payment
intervals as are the usual custom of the Company, but not less often than
monthly.

         5.       Bonus. Employee shall be eligible to participate in the
Company Executive Bonus Plan (the "Plan") on the same basis as other
participants at his level and pursuant to the terms of the Plan in effect on the
date eligibility for a bonus is determined.

         6.       Benefit Plans. During the Employment Term and as otherwise
provided herein, Employee shall be entitled to participate in any and all
employee welfare and health benefit plans (including, but not limited to,
medical insurance, dental insurance, and disability insurance plans) and other
employee benefit plans, including, but not limited to, the Company 401(k) plan,
established by the Company from time to time for the benefit of all executives
of the Company.


                                       2



Employee shall be entitled to paid vacation from work in accordance with the
terms of the Company's vacation policy. Employee shall be required to comply
with the conditions attendant to coverage by such plans and policies and shall
comply with and be entitled to benefits only in accordance with the terms and
conditions of such plans and policies as they may be amended from time to time.
Nothing herein contained shall be construed as requiring the Company to
establish or continue any particular benefit plan in discharge of its
obligations under this Employment Agreement.

         7.       Deduction from Salary and Benefits. The Company may withhold
from any salary or benefits payable to Employee all federal, state, local and
other taxes and other amounts as permitted or required pursuant to law or legal
compulsion.

         8.       Reimbursement of Business Expenses. Employee shall be paid or
reimbursed for all reasonable, ordinary and necessary business expenses incurred
by Employee in the performance of his responsibilities and the promotion of the
Company's businesses, including any air travel, lodging, and automobile and
related travel expenses. Employee shall submit to the Company periodic
statements of all expenses so incurred. Subject to such audits as the Company
may deem necessary, the Company shall reimburse Employee the full amount of any
such expenses advanced by him in the ordinary course of business.

         9.       Change of Control. (a) In the event that (i) there is a Change
of Control of the Company, and (ii) such Change of Control results in (a) a
material diminution of the nature and status of Employee's duties and
responsibilities or (b) the termination of Employee's employment without cause,
Employee shall receive an aggregate payment in one lump sum within thirty (30)
days of such termination, totaling an amount equal to six months of the
Employee's Base Salary in effect at the time of Employee's termination.


                                       3



                  (b)      For the purpose of this Agreement, a "Change of
Control" shall mean there has been: (i) A sale by the stockholders of the
Company of more than 50% of either the then outstanding shares of common stock
or the combined voting power of the Company's then outstanding voting securities
entitled to vote generally in the election of directors; (ii) A sale of all or
substantially all of the assets of the Company; or (iii) A relocation of the
Company's home office to a location more than 50 miles from its current
location; or (iv) A reorganization, merger or consolidation, resulting in the
stockholders of the Company immediately prior to such reorganization, merger or
consolidation, immediately thereafter owing, directly or indirectly, less than
50% of the combined voting power entitled to vote generally in the election of
directors of the reorganized, merged or consolidated company. Any transaction
referred to in this paragraph must be to a party not related to a shareholder
for the same to constitute a Change of Control.

         10.      Death. The Employment Term shall terminate on the date of
Employee's death, in which event Employee's salary and benefits owing to
Employee through the date of Employee's death shall be paid to his estate.
Employee's estate will not be entitled to any other compensation under this
Agreement.

         11.      Disability. If, during the Employment Term, in the opinion of
the Company, Employee, because of physical or mental illness or incapacity,
shall become unable to perform substantially all of the duties and services
required of him under this Agreement for a period of sixty (60) days in the
aggregate during any twelve-month period, the Company may, upon at least ten
(10) days' prior written notice given at any time after the expiration of such
sixty (60) day period, notify Employee of its intention to terminate the
Employment Term under this Agreement as of the date set forth in the notice. In
case of such termination, Employee shall be entitled to receive salary, benefits
and reimbursable expenses owing to Employee through the date of termination. If
the Employee is disabled as defined in the Company's long-term


                                       4



disability plan and is still a valid member of the Company's long-term
disability plan, the Employee shall be entitled to receive salary, benefits and
reimbursable expenses owing to Employee until Employee's long-term disability
coverage begins. Under no circumstances shall the Company pay more than six (6)
months salary under these conditions. The Company shall have no further
obligation or liability to Employee.

         12.      Termination For Cause. (a) The Company may immediately
terminate the Employment Term under this Agreement for cause. Upon such
termination, the Company shall be released from any and all further obligations
under this Agreement, except for accrued salary and benefits owing to Employee
through the effective date of the termination of the Employment Term. Employee's
other obligations under this Agreement, including but not limited to those under
Paragraph 14 (Non-Competition and Confidential Information) and Paragraph 16
(Other Post-Employment Obligations), shall continue pursuant to the terms and
conditions of this Agreement.

                  (b)      For the purposes of this Agreement, "cause" shall
include, without limitation, the following:

                  (1)      failure or neglect by Employee to perform the duties
                           of the Employee's position or meet the Company's
                           performance expectations;

                  (2)      failure of Employee to obey orders given by the
                           Company or supervisors;

                  (3)      misconduct in connection with the performance of any
                           of Employee's duties, including, without limitation,
                           misappropriation of funds or property of the Company,
                           securing or attempting to secure personally any
                           profit in connection with any transaction entered
                           into on behalf of the Company, misrepresentation to
                           the Company, or any violation of law or regulations
                           on Company premises or while in the Company's employ
                           or to which the Company is subject;

                  (4)      commission by Employee of an act involving moral
                           turpitude, dishonesty, theft or unethical business
                           conduct, or conduct that impairs or injures the
                           reputation of, or harms, the Company;

                  (5)      disloyalty by Employee, including, without
                           limitation, aiding a competitor;


                                       5



                  (6)      failure by Employee to devote his full time and best
                           efforts to the Company's business and affairs;

                  (7)      failure by Employee to work exclusively for the
                           Company;

                  (8)      failure to fully cooperate in any investigation by
                           the Company;

                  (9)      any breach of this Agreement or Company rules;

                  (10)     any other act of misconduct by Employee; or

                  (11)     the elimination of Employee's position.

                  (c)      If the Company terminates the Employment Term under
this Agreement for cause as provided in Paragraph 12(b)(11) above, Employee
shall receive the equivalent of six (6) months of Employee's annual salary, less
deductions required by law, payable on a monthly basis, if, and only if,
Employee signs a valid general release of all claims against the Company in a
form provided by the Company.

         13.      Expiration of Employment Agreement. If pursuant to Paragraph
1(a), the Company notifies the Employee of its intention not to extend the
Employee's Employment Term, at the expiration of the Employee Employment term,
the employee shall receive the equivalent of four (4) months of employee's
annual salary, less deductions required by law, payable on a monthly basis, if,
and only if, Employee signs a valid general release of all claims against the
Company in a form provided by the Company.

         14.      Termination Without Cause. In the event of a Change of
Control, as that term is defined in Paragraph 9, Employee's Employment Term
maybe terminated without cause upon thirty (30) days written notice. Upon such
termination, the Company shall be released from any and all further obligations
under this Agreement, except that the Company shall be obligated to pay Employee
(i) his salary and benefits owing to Employee through the day on which
Employee's employment is terminated, and (ii) the amount described in Paragraph
9. Any relocation of the Company's home office location to more than 50 miles
from its current location


                                       6



shall entitle the Employee to six (6) months severance. Employee's obligations
under this Agreement, including but not limited to those under Paragraphs 15 and
17, shall continue pursuant to the terms and conditions of this Agreement.

         15.      Non-Competition and Confidential Information.

                  (a)      Non-Competition. The Company does business throughout
the United States. The entities listed on Exhibit A, attached hereto and
incorporated herein by reference, are competitors of the Company that also do
business throughout the United States. During the Employment Term and for a
period of twelve (12) months after the termination for any reason of Employee's
employment with the Company, Employee will not, without the prior written
consent of the Chairman and CEO of the Company or Board, if Employee is then the
Chairman and CEO, in any manner, directly or indirectly, either as an employee,
owner, partner, consultant, shareholder, director or officer, for himself or in
behalf of any person, firm, partnership, entity or corporation, work for, become
employed by or interested directly or indirectly in, or in any other way become
employed by or interested directly or indirectly in, or in any other way become
associated with, any of the entities listed on Exhibit A or any of their
subsidiaries or affiliated or related entities, or any of their successors. The
Board shall have the right to modify, add to, or delete from the list set forth
in Exhibit A, and may do so from time to time until thirty (30) days after the
end of the initial or any succeeding Employment Term, by written notice pursuant
to Paragraph 23 of this Agreement. The aforementioned twelve (12) month time
period shall be extended for a time period equal to the time period during which
a violation of Paragraph 15(a) exists.

                  (b)      Confidentiality. Employee acknowledges that he will
have access to certain proprietary and confidential information and trade
secrets ("Confidential Information") of the Company, including, but not limited
to, Company store volume data, sales projections, profit data, lease terms,
marketing and advertising strategies and plans, product information, cost
information, and financial information of the Company. Employee will not use or
disclose


                                       7



any Confidential Information during the Employment Term or thereafter other than
in connection with performing Employee's services for the Company in accordance
with this Agreement.

                  (c)      Enforcement. (1) Employee agrees that the
restrictions set forth in this Paragraph are reasonable and necessary to protect
the Company's goodwill and other legitimate business interests. If any of the
covenants set forth herein are deemed to be overbroad or unenforceably the
parties contemplate that such provisions shall be modified to make them
enforceable to the fullest extent permitted by law.

                           (2)      In the event of a breach or threatened
breach by Employee of any of the provisions of this Paragraph, (i) Employee
acknowledges that the Company will be irreparably harmed and that money damages
may be an insufficient remedy to the Company; and (ii) Employee shall pay all of
the Company's costs and expenses incurred in enforcing this Agreement, whether
or not litigation is commenced. Employee acknowledges that enforcement of the
provisions of this Paragraph by way of injunctive relief would not prevent
Employee from earning a livelihood.

                  (d)      The provisions of this Paragraph shall survive the
termination of Employee's employment, regardless of the reason for the
termination. The provisions of this Paragraph shall be deemed independent of the
other provisions of this Agreement and shall be enforceable in all events,
notwithstanding the termination of Employee's employment or even a breach by the
Company of any provision of this Agreement.

         16.      Representations and Warranties of Employee. Employee hereby
represents and warrants to the Company as follows: (a) Employee's execution and
delivery of this Agreement and the performance of his obligations hereunder will
not violate or be in conflict with any fiduciary or other duty, instrument,
agreement, document, arrangement or other understanding to which Employee is a
party or by which he is or may be bound or subject; and


                                       8



(b) Employee is not a party to any instrument, agreement, document, arrangement
or other understanding with any person (other than the Company) requiring or
restricting the use or disclosure of any confidential information or the
provision of any employment, consulting or other services.

         17.      Other Post-Employment Obligations.

                  (a)      Company Property. All records, files, lists,
including computer generated lists, documents, computers, computer software
programs, equipment, telephones, telephone numbers, and similar items relating
to the Company's business that Employee shall prepare or receive from the
Company shall remain the Company's sole and exclusive property. Upon termination
of this Agreement, Employee shall promptly return to the Company all property of
the Company in his possession. Employee further represents that he will not copy
or cause to be copied, print out or cause to be printed out any software,
documents or other materials originating with or belonging to the Company.
Employee additionally represents that, upon termination of his employment with
the Company, he will not retain in his possession any such software, documents
or other materials.

                  (b)      Cooperation. Employee agrees that both during and
after his employment he shall, at the request of the Company, render all
assistance and perform all lawful acts that the Company considers necessary or
advisable in connection with any litigation involving the Company or any
director, officer, employee, shareholder, agent, representative, consultant,
customer or vendor of the Company.

                  (c)      The provisions of this Paragraph shall survive the
termination of Employee's employment, regardless of the reason for the
termination. The provisions of this Paragraph shall be deemed independent of the
other provisions of this Agreement and shall be enforceable in all events,
notwithstanding the termination of Employee's employment or even a breach by the
Company of any provision of this Agreement.


                                       9



         18.      Arbitration. Any and all disputes arising under or relating to
the interpretation or application of this Agreement or concerning Employee's
employment with the Company or termination thereof, including, but not limited
to, claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section
1981, the Age Discrimination in Employment Act, the Employee Retirement Income
Security Act, the Family and Medical Leave Act, the Missouri Human Rights Act,
the Missouri Service Letter Law, and any other federal, state, or local law, and
the common law of contract or tort, shall be subject to arbitration in St. Louis
County, Missouri, under the then existing rules of the American Arbitration
Association. Judgment upon the award rendered may be entered in any court of
competent jurisdiction. Nothing contained in this Paragraph shall limit the
right of the Company to enforce by court injunction or other equitable relief
the Employee's obligations under this Agreement, including but not limited to
those under Paragraphs 15 and 17 of this Agreement.

         19.      Governing Law. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Missouri, without
regard to the conflicts of law rules thereof.

         20.      Jurisdiction. Each of the parties hereto hereby irrevocably
consents and submits to the jurisdiction of the Circuit Court of St. Louis
County, Missouri, and of the United States District Court for the Eastern
District of Missouri in connection with any suit, action or other proceeding
concerning the interpretation or application of this Agreement, Employee's
employment with the Company or termination thereof, or enforcement of Paragraphs
15 or 17 of this Agreement. Employee waives and agrees not to assert any defense
that the court lacks jurisdiction, that venue is improper, that the forum is
inconvenient, or otherwise.

         21.      Successors and Assigns. Neither this Agreement, nor any of
Employee's rights, powers, duties or obligations hereunder, may be assigned by
Employee. This Agreement shall


                                       10



be binding upon and inure to the benefit of Employee and his heirs and legal
representatives and the Company and its successor and assigns.

         22.      Waiver. Any waiver or consent from the Company with respect to
any term or provision of this Agreement or any other aspect of Employee's
conduct or employment shall be effective only in the specific instance and for
the specific purpose for which given and shall not be deemed, regardless of
frequency given, to be a further or continuing waiver or consent. The failure or
delay of the Company at any time or times to require performance of, or to
exercise any of its powers, rights or remedies with respect to, any term or
provision of this Agreement or any other aspect of Employee's conduct or
employment shall not in any manner (except as otherwise expressly provided
herein) affect the Company's right at a later time to enforce any such term or
provision.

         23.      Notices. All notices under this Agreement must be in writing
and shall be deemed to have been duly given if delivered by hand or mailed by
first class mail, registered mail, return receipt requested, postage and
registry fees prepaid, to the applicable party and addressed as follows:

                  (a)      The Company:

                           Bakers Footwear Group, Inc.
                           2815 Scott Avenue
                           St. Louis, Missouri 63103

                           Attention: Chairman and Chief Executive Officer

                  (b)      Employee:

                           Larry Spanley
                           2153 Avalon View Drive
                           Fenton, MO 63026

Addresses may be changed by notice in writing signed by the addressee.


                                       11



         24.      Amendment. No amendment or modification of this Agreement
shall be valid or effective, unless in writing and signed by the parties to this
Agreement.

         25.      Entire Agreement. (a) This Agreement embodies the entire
agreement of the parties hereto with respect to its subject matter and merges
with and supersedes all prior discussions, agreements, commitments or
understandings or every kind and nature relating thereto, whether oral or
written, between Employee and the Company including the severance agreement from
1997; provided, however, that nothing in this Agreement supersedes the Company's
Class C Stock Option Agreement. Neither party shall be bound by any term or
condition other than as is expressly set forth herein.

                  (b)      Employee represents and agrees that he fully
understands his right to discuss all aspects of this agreement with his private
attorney, that to the extent he desired, he availed himself of this right, that
he has carefully read and fully understands all of the provisions of the
Agreement, that his decision to execute this Agreement has not been obtained by
any duress and that he has read this document in its entirety and fully
understands the meaning, intent and consequences of this Agreement.

                (The rest of this page left intentionally blank)


                                       12



         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first hereinabove set forth.

         THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION, WHICH MAY BE
ENFORCED BY THE PARTIES.

COMPANY:                                          EMPLOYEE:

BAKERS FOOTWEAR GROUP, INC.

By: /s/ Peter Edison                              /s/ Lawrence L. Spanley, Jr.
    ------------------------------                ------------------------------
    Peter Edison                                  Lawrence L. Spanley, Jr.

Title: Chairman and Chief Executive Officer

L. Spanley

                                       13

[Exhibit A, Competitors of the Company, Omitted. The Registrant undertakes to
furnish a supplemental copy of such exhibit to the SEC upon request.]

EX-10.30

                                                                   EXHIBIT 10.30

                    AMENDMENT TO SOFTWARE LICENSE AGREEMENT
                         AND SOFTWARE SUPPORT AGREEMENT

THIS AGREEMENT (the "Amendment"), is made as of June 4, 1999, (the "Effective
Date") by and between JDA SOFTWARE, INC., an Arizona Corporation ("JDA") and
WEISS & NEUMAN, a Missouri corporation ("Licensee").

                                    RECITALS

A.         JDA and Licensee have previously entered into a Software License
           Agreement, dated June 3, 1999 (the "License Agreement").

B.         JDA and Licensee have previously entered into a Software Support
           Agreement, dated June 3, 1999 (the "Support Agreement").

C.         JDA and Licensee now desire to amend the License Agreement to provide
           Licensee with additional software products on similar terms as the
           software products licensed to Licensee in the License Agreement and
           to amend the Support Agreement to provide Licensee with maintenance
           for the additional software products which will be licensed.

NOW, THEREFORE, in consideration of the foregoing recitals, the execution of the
License Agreement and Support Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree:

                                   AGREEMENT

I.         The License Agreement is amended as follows:

                  A.    SECTION 1.1  "Documentation" shall include the
                        Documentation set forth on Exhibit A-1 herein;

                  B.    SECTION 1.3  "Standard Software" and SECTION 1.4,
                        "Module" shall include the modules of Software described
                        on Exhibit A-1. ("Additional Modules")

                  C.    EXCLUSIONS.  Section 6.1 shall not apply to the
                        Additional Modules.

                  D.    ADDITIONAL MODULE FEES.  Licensee shall pay to JDA
                        Additional Modules Fees in the amount of $324,750.00,
                        plus tax, for use of the Additional Modules for
                        Licensee's internal information processing at the number
                        of users indicated on Exhibit A-1. The Additional
                        Modules Fees shall be due and payable as follows:

                          (a)     Fifty percent (50%) of the Additional Modules
                                  Fees, plus tax on the entire Additional
                                  Modules Fees, shall be due and payable on the
                                  Effective Date; and

                          (b)     Fifty percent (50%) of the Additional Module
                                  Fees shall be due and payable fifty (50) days
                                  after the Effective Date.

II.              The Support Agreement is amended as follows:

                  A.    THE EXHIBIT A shall be amended to include Additional
                        Modules.

                  B.    SECTION 3.1 shall be amended to provide that Licensee
                        will pay to JDA in advance on the first day of each year
                        the Additional Modules Service Fee, commencing thirty
                        (30) days from the Effective Date of this Amendment and
                        continuing on the first day of each year thereafter. The
                        "Additional Modules Service Fee" will mean (a) for each
                        year of the first thirty-six (36) months for which the
                        Additional Modules  Service Fee is payable, an amount
                        equal to twenty percent (20%) multiplied by the Fee paid
                        for the license of the Additional Modules, and (b)
                        during each successive twelve (12) month period (or
                        portion thereof) of this Amendment, the Additional
                        Modules Service Fee will be the Additional Modules
                        Service Fee




                                       1


                  increased by no more than five (5%) percent. Nothing in this
                  Agreement will prohibit increases in the Additional Modules
                  Service Fee as a result of Licensee's future licenses of
                  additional software. Nothing in this paragraph will affect the
                  Service Fees paid by Licensee under the Support Agreement.

III.     Capitalized terms used herein and not defined herein shall have their
         respective meanings assigned to them in the License Agreement and
         Support Agreement.

IV.      The License Agreement and the Support Agreement, as amended by this
         Amendment, shall remain in full force and effect following the
         execution and delivery of this Amendment. All terms not modified herein
         shall apply to the Additional Modules as if such were licensed in the
         License Agreement. This Amendment may be executed in one or more
         counterparts, each of which shall be deemed an original and all of
         which together shall constitute one and the same agreement. This
         Amendment shall be governed by and construed under and pursuant to the
         laws of the State of Arizona, without regard to its principles of
         conflicts of laws.

V.       In the event of a conflict between the terms and conditions of this
         Amendment and the terms and conditions of the License Agreement, or
         Support Agreement, the terms and conditions of this Amendment shall
         control.

IN WITNESS WHEREOF, the Parties hereto have executed and delivered this
Amendment, and it shall be effective, as of the Effective date.

WEISS & NEUMAN                               JDA SOFTWARE, INC.



Signature /s/ Lawrence L. Spanley Jr.        Signature /s/ James D. Armstrong
          ---------------------------                  ----------------------

Name    Lawrence L. Spanley Jr.              Name   James D. Armstrong
    ---------------------------------             ---------------------------

Title   Vice President -- Finance            Title Co-Chief Executive Officer
      -------------------------------              --------------------------

Date    6/7/99                               Date
     --------------------------------             ---------------------------



                                       2


   [Exhibit A-1 Additional Modules, omitted. The Registrant undertakes to
    furnish supplementally a copy of such omitted exhibit to the Commission
    upon request.]

EX-10.31

                                                                   EXHIBIT 10.31


                       [RYAN BECK & CO., INC. LETTERHEAD]


                                                              ____________, 2004


Bakers Footwear Group, Inc.
2815 Scott Avenue
St. Louis, Missouri 63103

Ladies and Gentlemen:

         This letter, when executed by the parties hereto, will constitute an
agreement between Bakers Footwear Group, Inc., a Missouri corporation (the
"Company"), and Ryan Beck & Co., Inc. ("RBCO"), pursuant to which the Company
agrees to retain RBCO and RBCO agrees to be retained by the Company under the
terms and conditions set forth below.

         1. The Company hereby retains RBCO to render consulting advice to the
Company as an investment banker relating to financial and similar matters. In
this regard, subject to the terms and conditions set forth herein, RBCO shall
furnish to the Company advice and recommendations with respect to such aspects
of the business and affairs of the Company as the Company shall, from time to
time, reasonably request upon reasonable notice.


         2. This Agreement shall be effective for a period of two (2) years
commencing ___________, 2004 (the "Term"). RBCO may terminate this Agreement
upon ten (10) days prior written notice to the Company. Paragraphs 5, 14, 15 and
16 shall survive the expiration or termination of this Agreement under all
circumstances.


         3. During the Term of this Agreement, RBCO will provide the Company
with such regular and customary consulting advice as is reasonably requested by
the Company, provided that RBCO shall not be required to undertake duties not
reasonably within the scope of the consulting advisory service contemplated by
this Agreement. In performance of these duties, RBCO shall provide the Company
with the benefits of its best judgment and efforts. It is understood and
acknowledged by the parties that the value of RBCO's advice is not measurable in
any quantitative manner, and that RBCO shall be obligated to render advice, upon
the request of the Company, in good faith, but shall not be obligated to spend
any specific amount of time in doing so. RBCO shall act in the following
capacities in any of the following transactions (each a "Transaction" and,
collectively, the "Transactions") entered into or contemplated by the Company
throughout the Term hereof:

                  (A) Mergers and Acquisitions: Financial advisor in connection
with any purchase or sale of assets or stock, merger, acquisition, business
combination, joint venture or other strategic transaction (it is understood that
the purchase of the assets constituting 15 stores or store locations or less and
less than $2 million in value is not included in the foregoing).


                  (B) Capital Raising: Sole or lead managing underwriter or
placement agent in connection with any public or private offering of securities
or other capital markets financing.






                  (C) Warrant Exercise Programs: Agent in connection with the
exercise of warrants or options in the Company.

                  (D) Self-Tenders: Dealer manager with respect to any
self-tender offer by the Company.

         4. The Company acknowledges that RBCO and its affiliates are in the
business of providing financial service and consulting advice (of all types
contemplated by this Agreement) to others. Nothing contained in this Agreement
shall be construed to limit or restrict the right of RBCO or its affiliates, to
be a partner, director, officer, employee, agent or representative of, or to
engage in, any other business, whether of a similar nature or not, nor to limit
or restrict the right of RBCO to render services or advice of any kind to any
other corporation, firm, individual or association.


         5. RBCO's compensation for its services hereunder shall be determined
by agreement between the Company and RBCO on the basis of compensation
customarily paid to financial advisors, underwriters or placement agents in
similar transactions provided that RBCO's compensation in connection with a
transaction described in Section 3(A) (mergers and acquisitions) shall be not
less than 2% of the Total Consideration (as defined below) in such transaction,
and Section 3(B) (capital raising) shall be not less than 7% for equity or
securities convertible into equity and 4% for all other securities; provided,
however, that no compensation shall be paid to RBCO in connection with a
transaction in which (i) there is no underwriter and (ii) the persons set forth
on Schedule 5 do not participate.

         "Total Consideration" shall mean anything of value received (or given,
as the case may be) by the Company, its security holders and its employees,
including assumption of debt. Non-cash consideration shall be valued as follows:
(i) in the case of an exchange of securities in a transaction in which the
number of securities of the acquirer to be received will vary in a manner
designed to produce a fixed value to be received in exchange for each security
of the target company, the number of securities of the target company exchanged
in such transaction, shall be multiplied by the value per share specified in the
agreement between the target company and the acquirer; (ii) in the case of an
exchange of securities in a transaction in which the number of securities of the
acquirer to be received in exchange for each security of the acquired company is
fixed and the value of such securities may vary, (x) for securities traded on a
national securities exchange, the average closing sale price (or, if no closing
sale price is reported, the last reported sale price) of the securities for the
twenty (20) full trading days ending on the fifth trading day prior to the
closing of the transaction, shall be multiplied by the number of securities of
the acquirer to be issued upon exchange of the target company's securities in
the transaction, and (y) for securities quoted by a national quotation service,
the average of the closing bid and ask prices of the securities for a period of
twenty (20) full trading days ending on the fifth trading day prior to the
closing of the transaction, shall be multiplied by the number of securities of
the acquirer to be issued in the transactions; and (iii) for any other
securities, the value shall be reasonably determined by RBCO and the Company,
provided, that if such securities are promissory notes, the securities shall be
valued at face value.


         6. The Company, upon receipt of appropriate supporting documentation,
shall reimburse RBCO for any and all reasonable out-of-pocket expenses incurred
by RBCO in



                                       2




connection with services requested by the Company to be rendered by RBCO to the
Company pursuant to this Agreement, including, but not limited to, hotel, food
and associated expenses, all charges for travel and long-distance telephone
calls and all other expenses incurred by RBCO in connection with services
requested by the Company to be rendered by RBCO to the Company pursuant to this
Agreement. In the event such expenses are incurred by RBCO while RBCO is
contemporaneously providing its services to the Company and any other clients(s)
of RBCO, such expenses shall be allocated appropriately among RBCO's
clients. Expenses payable under this Section 6 shall not include allocable
overhead expenses of RBCO, including, but not limited to, attorneys' fees,
secretarial charges and rent.


         7. In connection with RBCO's activities on behalf of the Company, the
Company will furnish RBCO with all financial and other information regarding the
Company that RBCO reasonably believes appropriate to its assignment (all such
information so furnished by the Company, whether furnished before or after the
date of this Agreement, being referred to herein as the "Information"). The
Company will provide RBCO with access to the officers, directors, employees,
independent accountants, legal counsel and other advisors and consultants for
the Company. The Company recognizes and agrees that RBCO: (i) will use and rely
primarily on the Information and information available from generally recognized
public sources in performing the services contemplated by this Agreement without
independently verifying the information or such other information; (ii) does not
assume responsibility for the accuracy of the Information or such other
information; and (iii) will not make an appraisal of any assets or liabilities
owned or controlled by the Company or its market competitors.


         8. The Company acknowledges that all advice (written or oral) given by
RBCO to the Company is intended solely for the benefit and use of the Company.
Other than to the extent required to be reflected in Board and committee meeting
minutes, or as required by applicable law (including, without limitation,
securities laws) no advice (written or oral) of RBCO hereunder shall be used,
reproduced, disseminated, quoted or referred to at any time, in any manner, or
for any purpose, nor shall any public references to RBCO be made by the Company
(or such persons), without the prior written consent of RBCO.


         9. No person or entity, other than the Company or any of its
subsidiaries, shall be entitled to make use of or rely upon the advice of RBCO
to be given hereunder, and the Company shall not transmit such advice to others
(except legal counsel and accountants retained by the Company to evaluate the
transaction), or encourage or facilitate the use of or reliance upon such advice
by others, without the prior written consent of RBCO.

         10. It is understood that RBCO, solely with respect to services
rendered under this Agreement, makes no commitment whatsoever to make a market
in the securities of the Company or to recommend or advise its clients to
purchase the securities of the Company. Research reports or corporate finance
reports that may be prepared by RBCO will, when and if prepared, be done solely
on the merits or judgment of analysts of RBCO or senior corporate finance
personnel of RBCO.

         11. The use of RBCO's name in any annual report or other report of the
Company, or any release or similar document prepared by or on behalf of the
Company, must have the prior written approval of RBCO unless the Company is
required by law to include RBCO's name in



                                       3


such annual report, other report or release, in which event RBCO will be
furnished with a copy of such annual report, other report or release using
RBCO's name in advance of publication by or on behalf of the Company.

         12. Should any purchases of securities be requested to be effected
through RBCO by the Company, its officers, directors, employees or other
affiliates, or by any person on behalf of any profit sharing, pension or similar
plan of the Company, for the account of the Company or the individuals or
entities involved, such orders shall be taken by a registered account executive
of RBCO, shall not be subject to the terms of this Agreement, and the normal
brokerage commission as charged by RBCO will apply in conformity with all rules
and regulations of the New York Stock Exchange, the National Association of
Securities Dealers, Inc. or such other regulatory bodies as shall have
jurisdiction with respect to such transactions. Where no regulatory body sets
the fee, the normal established fee as used by RBCO shall apply.


         13. The Company acknowledges that the Company engaged RBCO to serve as
the financial advisor to the Company with respect to the proposed public
offering (the "Offering") of common equity securities for the Company for the
period commencing on October 12, 2001 and ending on June 30, 2004 (the "Offering
Engagement Period"). The Company acknowledges that the efforts of RBCO in
connection with the Offering are of substantial assistance to the Company in
enabling it to access the capital markets. Therefore, if the Offering is not
consummated during the Offering Engagement Period and, (subject to the proviso
at the end of this sentence and the final sentence of this Section 13, as
applicable) during the twenty four (24) month period following termination of
the Offering Engagement Period, the Company completes a similar offering of its
securities in lieu of the Offering, or any person introduced to the Company by
RBCO during the Offering Engagement Period purchases securities from the
Company, or enters into any Transaction with the Company, the Company shall pay
RBCO upon the closing of such transaction, a cash fee in consideration of RBCO's
efforts in lieu of the amount that would otherwise have been payable to RBCO had
such transaction occurred during the Offering Engagement Period; provided,
however, that in the event that RBCO breaches the Underwriting Agreement
referred to in Section 22 of this Agreement, the Company's obligations to RBCO
pursuant to this Section 13 shall terminate and be of no further force or
effect, and no such fee shall be owed to RBCO in connection with or related to
any subsequent offering, purchase or other transaction. In the case of a
purchase of securities by any person introduced to the Company by RBCO, such
cash fee will equal 7% of the price paid for the equity securities or securities
convertible or exchangeable into equity securities and 5% of the price paid for
the debt securities by such person; in the case of a purchase of securities by
other persons, the cash fee will equal 3% of the price paid; and in the case of
a sale or purchase of assets or stock by, or a merger, acquisition, joint
venture or other strategic transaction with any person introduced to the Company
by RBCO, such cash fee will equal 2% of the Total Consideration paid or received
by such person or its shareholders. Notwithstanding the foregoing, to the extent
RBCO is unable to complete the Offering during the Offering Engagement Period,
on terms acceptable to the Company, and another investment bank is ultimately
able to do so (whether during the Offering Engagement Period or at any time
during the twenty four (24) month period following termination of the Offering
Engagement Period), on terms significantly better than the terms of the Offering
proposed by RBCO, RBCO will not receive compensation relating to that offering.

         14. RBCO will hold in confidence any confidential information which the
Company provides or has provided to RBCO pursuant to this Agreement or otherwise
in connection with the Offering which is designated as being confidential.
Notwithstanding the foregoing, RBCO shall not be required to maintain
confidentiality with respect to information: (i) which is or becomes part of the
public domain not due to the breach of this agreement by RBCO; (ii) of which it
had independent knowledge prior to disclosure; (iii) which comes into the
possession of RBCO in the normal and routine course of its own business from and
through independent non-confidential sources; or (iv) which is required to be
disclosed by RBCO by governmental requirements.


         15. Nothing in this Agreement shall be construed to limit the ability
of RBCO or its affiliates to pursue, investigate, analyze, invest in, or engage
in investment banking, financial advisory or any other business relationships
with, entities other than the Company, notwithstanding that such entities may be
engaged in a business which is similar to or competitive with the business of
the Company, and notwithstanding that such entities may have actual or potential
operations, products, services, plans, ideas, customers or supplies similar or
identical to the Company's, or may have been identified by the Company as
potential merger or acquisition targets or potential candidates for some other
business combination, cooperation or relationship. The Company expressly
acknowledges and agrees that it does not claim any proprietary interest in the
identity of any other entity in its industry or otherwise, and that the identity
of any such entity is not confidential information.



                                       4


         16. The Company agrees to indemnify RBCO and its controlling persons,
representatives and agents in accordance with the indemnification provisions set
forth in Appendix I, and agrees to the other provisions of Appendix I, which is
incorporated herein by this reference, regardless of whether a Transaction
consummated.

         17. The Company acknowledges and agrees that it is a sophisticated
business enterprise and that RBCO has been retained pursuant to this Agreement
to act as financial advisor to the Company solely with respect to the matters
set forth herein. In such capacity, RBCO shall act as an independent contractor,
and any duties of RBCO arising out of its engagement pursuant to this Agreement
shall be contractual in nature and shall be owed solely to the Company. Each
party disclaims any intention to impose any fiduciary duty on the other.

         18. This Agreement does not and will not constitute any agreement,
commitment or undertaking, express or implied on the part of RBCO or any
affiliate to purchase or to sell any securities or to provide any financing and
does not ensure the successful arrangement or completion of any Transaction.

         19. Every provision of this Agreement is intended to be severable. If
any term or provision hereof is deemed unlawful or invalid for any reason
whatsoever, such unlawfulness or invalidity shall not affect the validity of the
remainder of this Agreement.


         20. Any notice or other communication between the parties hereto shall
be sent by certified or registered mail, postage prepaid, if to the Company,
addressed to it at Attention: Peter Edison, 2815 Scott Avenue, St. Louis,
Missouri 63103, President and Chief Executive Officer, with a copy to Bryan Cave
LLP, One Metropolitan Square, 211 North Broadway, Suite 3600, St. Louis,
Missouri 63102, Attention: J. Mark Klamer, Esq. or, if to RBCO, addressed to it
at 650 Madison Avenue, New York, NY 10022, Attention: Michael J. Kollender,
Managing Director, with a copy to Greenberg Traurig, P.A., 1221 Brickell Avenue,
Miami, Florida 33131, Attention: Fern S. Watts, Esq., or to such address as may
hereafter be designated in writing by one party to the other. Such notice or
other communication shall be deemed to be given on the date of receipt.


         21. If, during the term hereof, RBCO shall cease to do business, the
provisions hereof relating to the duties of RBCO and compensation by the Company
as it applies to RBCO shall thereupon cease to be in effect, except for the
Company's obligation of payment for services rendered prior thereto. This
Agreement shall survive any merger of, acquisition of, or acquisition by RBCO
and, after any such merger or acquisition, shall be binding upon the Company and
the corporation surviving such merger or acquisition.



                                       5


         22. This Agreement together with the Underwriting Agreement, dated as
of the date hereof, embodies the entire agreement and understanding between the
Company and RBCO and supersedes any and all negotiations, prior discussions and
preliminary and prior agreements and understandings related to the central
subject matter hereof.

         23. This Agreement has been duly authorized, executed and delivered by
and on behalf of the Company and RBCO.

         24. This Agreement shall be construed and interpreted in accordance
with laws of the State of New York applicable to contracts executed and to be
wholly performed therein without giving effect to conflict of laws, rules or
principles. Any dispute hereunder shall be brought in a court in the State of
New York.

         25. This Agreement and the rights hereunder may not be assigned by
either party (except by operation of law) and shall be binding upon and inure to
the benefit of the parties and their respective successors, assigns and legal
representatives.

         26. This Agreement may be modified or amended, or its provisions
waived, only by an instrument in writing signed by the person or persons against
whom enforcement of this modification, amendment or waiver is sought.

         27. It is understood and agreed that failure or delay by either the
Company or RBCO in exercising any right, power or privilege hereunder shall not
operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power, or privilege hereunder.

         28. EACH OF RBCO AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT
OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS AGREEMENT.




                                       6







         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth above.


                                         BAKERS FOOTWEAR GROUP, INC.




                                         By:
                                              ----------------------------------
                                              Name:  Peter A. Edison
                                              Title: Chairman and Chief
                                                     Executive Officer





                                         RYAN BECK & CO., INC


                                         By:
                                              ----------------------------------
                                              Name:  Michael J. Kollender
                                              Title: Managing Director






                                       7


                                   SCHEDULE 5

Special Situations Private Equity Fund, L.P.
Special Situations Cayman Fund, L.P.
Special Situations Fund III, L.P.
The Crown Advisors, LLC
Crown Investment Partners, LP
SWB Holdings, Inc.





                                       8


                                   APPENDIX I


         The Company agrees to indemnify and hold harmless RBCO, its officers
and employees, each of its directors, its affiliates (as defined in Rule 405
under Securities Act of 1933, as amended (the "Securities Act")) and each
person, if any, who controls RBCO within the meaning of the Securities Act (RBCO
and each such person being an "Indemnified Party") from and against any loss,
claim, damage or liability, joint or several (or any actions, including
shareholder actions, in respect thereof), to which such Indemnified Party may
become subject under the Securities Act or any applicable federal or state law,
or otherwise, which are related to or result from the performance by RBCO of the
services contemplated by or the engagement of RBCO pursuant to, this Agreement
and will promptly reimburse any Indemnified Party for all reasonable expenses
(including reasonable counsel fees and expenses) as they are incurred in
connection with the investigation of, preparation for or defense arising from
any threatened or pending claim, whether or not such Indemnified Party is a
party and whether or not such claim, action or proceeding is initiated or
brought by the Company. The Company will not be liable to any Indemnified Party
under the foregoing indemnification and reimbursement provisions, (i) for any
settlement by an Indemnified Party effected without its prior written consent
(not to be unreasonably withheld); or (ii) to the extent that any loss, claim,
damage or liability is found in a final, non-appealable judgment by a court of
competent jurisdiction to have resulted primarily from RBCO's willful misconduct
or gross negligence. The Company also agrees that no Indemnified Party shall
have any liability (whether direct or indirect, in contract or tort or
otherwise) to the Company or its security holders or creditors related to or
arising out of the engagement of RBCO pursuant to, or the performance by RBCO of
the services contemplated by, this Agreement except to the extent that any loss,
claim, damage or liability is found in a final, non-appealable judgment by a
court of competent jurisdiction to have resulted primarily from RBCO's willful
misconduct or gross negligence.

         Promptly after receipt by an Indemnified Party of notice of any
intention or threat to commence an action, suit or proceeding or notice of the
commencement of any action, suit or proceeding, such Indemnified Party will, if
a claim in respect thereof is to be made against the Company pursuant hereto,
promptly notify the Company in writing of the same. In case any such action is
brought against any Indemnified Party and such Indemnified Party notifies the
Company of the commencement thereof, the Company shall be entitled to
participate therein and, to the extent that it wishes, to assume the defense
thereof, with counsel reasonably satisfactory to such Indemnified Party, and an
Indemnified Party may employ counsel to participate in the defense of any such
action provided, that the employment of such counsel shall be at the Indemnified
Party's own expense, unless (i) the employment of such counsel has been
authorized in writing by the Company, (ii) the Indemnified Party has reasonably
concluded (based upon advise of counsel to the Indemnified Party) that there may
be legal defenses available to it or other Indemnified Parties that are
different from or in addition to those available to the Company, or that a
conflict or potential conflict exists (based upon advise of counsel to the
Indemnified Party) between the Indemnified Party and the Company that makes it
impossible or




                                       9


inadvisable for counsel to the Indemnifying Party to conduct the defense of both
the Company and the Indemnified Party (in which case the Company will not have
the right to direct the defense of such action on behalf of the Indemnified
Party), or (iii) the Company has not in fact employed counsel reasonably
satisfactory to the Indemnified Party to assume the defense of such action
within a reasonable time after receiving notice of the action, suit or
proceeding, in each of which cases the reasonable fees, disbursements and other
charges of such counsel will be at the expense of the Company; provided,
further, that in no event shall the Company required to pay fees and expenses
for more than one firm of attorneys representing Indemnified Parties unless the
defense of the one Indemnified Party is unique or separate from that of another
Indemnified Party subject to the same claim or action. Any failure or delay by
an Indemnified Party to give the notice referred to in this paragraph shall not
affect such Indemnified Party's right to be indemnified hereunder, except to the
extent that such failure or delay causes actual harm to the Company, or
prejudices its ability to defend such action, suit or proceeding on behalf of
such Indemnified Party.


         If the indemnification provided for in this Agreement is for any reason
held unenforceable by an Indemnified Party, the Company agrees to contribute to
the losses, claims, damages and liabilities for which such indemnification is
held unenforceable (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company, on the one hand, and RBCO on the
other hand, of the Transactions as contemplated whether or not the Transactions
are consummated or, (ii) if (but only if) the allocation provided for in clause
(i) is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) but also the
relative fault of the Company, on the one hand, and RBCO, on the other hand, as
well as any other relevant equitable considerations. The Company agrees that for
the purposes of this paragraph the relative benefits received by the Company, on
the one hand, and RBCO, on the other, of the Transactions as contemplated shall
be deemed to be in the same proportion as the total value received or
contemplated to be received by the Company or its shareholders, as the case may
be, as a result of or in connection with the Transactions bear to the fees paid
or to be paid to RBCO under this Agreement. Notwithstanding the foregoing, the
Company expressly agrees that RBCO shall not be required to contribute any
amount in excess of the amount by which fees paid RBCO hereunder (excluding
reimbursable expenses), exceeds the amount of any damages which RBCO has
otherwise been required to pay.

         The Company agrees that without RBCO's prior written consent, which
shall not be unreasonably withheld, it will not settle, compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification could be sought
under the indemnification provisions of this Agreement (in which RBCO or any
other Indemnified Party is an actual or potential party to such claim, action,
suit or proceeding), unless such settlement, compromise, consent or judgment
includes an unconditional release of each Indemnified Party from all liability
arising out of such claim, action, suit or proceeding.


         In the event that an Indemnified Party is requested or required to
appear as a witness in any action brought by or on behalf of or against the
Company in which such Indemnified Party is not named as a defendant, the Company
agrees to promptly reimburse RBCO on a monthly basis



                                       10



for all expenses incurred by it in connection with such Indemnified Party's
appearing and preparing to appear as such a witness, including, without
limitation, the reasonable fees and disbursements of its legal counsel. In
addition to any reimbursed fees, expenses or costs outlined hereunder, RBCO
shall also receive from the Company cash compensation of $2,000.00 per person,
per day, plus reasonable out-of-pocket expenses and costs should RBCO be
required to provide testimony in any formal or informal proceeding regarding the
Company in which RBCO is not named as a defendant.


         If multiple claims are brought with respect to at least one of which
indemnification is permitted under applicable law and provided for under this
Agreement, the Company agrees that any judgment award shall be conclusively
deemed to be based on claims as to which indemnification is permitted and
provided for, except to the extent the judgment award expressly states that it,
or any portion thereof, is based solely on a claim as to which indemnification
is not available.


                                       11

EX-23.1

                                                                    EXHIBIT 23.1



                         Consent of Independent Auditors

We consent to the reference to our firm under the captions "Experts", "Summary
Financial Information", and "Selected Historical Financial Information" and to
the use of our report dated February 25, 2003 (except for the second paragraph
of Note 8, the sixteenth paragraph of Note 13, the first paragraph of Note 18,
as to which the date is April 8, 2003, the second paragraph of Note 18, as to
which the date is November 26, 2003, the fourth paragraph of Note 18, as to
which the date is December 1, 2003, and the third paragraph of Note 9 and the
third paragraph of Note 18, as to which the date is January 2, 2004), in the
Registration Statement (Amendment No. 4 to Form S-1 No. 333-86332) and the
related Prospectus of Bakers Footwear Group, Inc, for the registration of
1,750,000 shares of its common stock.

                                                /s/ Ernst & Young LLP

St. Louis, Missouri
January 18, 2004