<PAGE>
                                                                    Exhibit 10.1

                           BAKERS FOOTWEAR GROUP, INC.
                             2002 STOCK OPTION PLAN

         1. PURPOSE OF THE PLAN. The Bakers Footwear Group, Inc. 2002 Stock
Option Plan (the "Plan") is intended as an incentive to, and to encourage
ownership of the stock of Bakers Footwear Group, Inc. ("Company") by officers,
employees and consultants of the Company, its subsidiaries, or any other entity
in which the Company has a significant equity or other interest as determined by
the Committee (such other entities hereinafter referred to as "affiliates"). It
is intended that certain options granted hereunder will qualify as Incentive
Stock Options within the meaning of Section 422 of the Internal Revenue Code of
1986 as amended (the "Code") ("Incentive Stock Options") and that other options
granted hereunder will not be Incentive Stock Options.

         2. STOCK SUBJECT TO THE PLAN.

                  (a) Stock Available For Grants of Options. SEVEN HUNDRED FIFTY
THOUSAND (750,000) shares of the Common Stock of the Company ("Common Stock")
have been allocated to the Plan and will be reserved for the grant of options
under the Plan, subject to adjustment under Paragraph 15. The maximum number of
options which may be awarded to a participant under this Plan shall be options
for 100,000 shares per year; provided, however, that the Chief Executive Officer
of the Company (the "CEO") may be awarded two times that number per year upon
being named to that position.

                  (b) Reservation of Shares. The Company will allocate and
reserve in each fiscal year a sufficient number of shares of its Common Stock
for issue upon the exercise of options granted under the Plan. The Company may,
in its discretion, use shares held in the Treasury or authorized but unissued
shares of Common Stock for the Plan.

                  (c) Determination of Shares. Any shares covered by an award
(or portion of an award) granted under the Plan, which is forfeited or canceled,
or expires, shall be deemed not to have been delivered for purposes of
determining the maximum number of shares available for delivery under the Plan.
Any shares withheld for tax withholding obligations shall not be deemed to have
been delivered for purposes of determining the maximum number of shares
available for delivery under the Plan. If any option is exercised by tendering
shares of Common Stock, either actually or by proof of ownership, to the Company
as full or partial payment in connection with the exercise of an option under
this Plan, only the number of shares issued net of the shares tendered shall be
deemed delivered for purposes of determining the maximum number of shares
available for delivery under the Plan. In addition, any shares that relate to
options granted under the Plan which are forfeited back to the Company because
of failure to meet an award contingency or condition shall again be available
for delivery pursuant to new awards granted under the Plan. Further, shares
issued under the Plan through the settlement, assumption or substitution of
outstanding awards or through obligations to grant future awards as a condition
of the Company acquiring another entity shall not reduce the maximum number of
shares available for delivery under the Plan. Similarly, any shares that are
repurchased by the Company on the open market or in private transactions, may be
added to the aggregate number of shares available for delivery under the Plan,
so long as the aggregate price paid for such repurchased shares does not exceed
the cumulative amount received in cash by the Company for the exercise of
options granted under the Plan. In no event shall more than SEVEN HUNDRED FIFTY
THOUSAND (750,000) shares be available for granting Incentive Stock Options.


<PAGE>



         3. ADMINISTRATION. The Plan shall be administered by the Committee
referred to in Paragraph 4 (the "Committee"). Subject to the express provisions
of the Plan, the Committee shall have plenary authority, in its discretion, to
determine the individuals to whom, and the time or times at which, options shall
be granted and the number of shares to be subject to each option. In making such
determinations the Committee may take into account the nature of the services
rendered by the respective individuals, their present and potential
contributions to the Company's (or any affiliate's) success and such other
factors as the Committee, in its discretion, shall deem relevant. Subject to the
express provisions of the Plan, the Committee shall also have plenary authority
to interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of the respective stock
option agreements (which need not be identical) and to make all other
determinations which the Committee believes necessary or advisable for the
proper administration of the Plan. The Committee's determinations on matters
relating to the Plan shall be final and conclusive on the Company and all
participants. The Committee may, in its discretion, delegate to the CEO the
authority to determine the individuals to whom, and the time or times at which
and terms upon which, options shall be granted and the number of shares to be
subject to each option; provided, however, that the Committee may not delegate
such authority to the CEO with respect to employees of the Company who are
subject to the reporting requirements of Section 16(a) of the Securities
Exchange Act of 1934 as amended (the "1934 Act").

         4. THE COMMITTEE. The Plan shall be administered by a Committee which
shall be composed of two or more Directors all of whom shall be "outside"
directors under Section 162(m) of the Code and the regulations thereunder. The
membership of the Committee shall be constituted so as to comply at all times
with the applicable requirements of Rule 16b-3 promulgated under the Securities
Exchange Act and Section 162(m) of the Internal Revenue Code.

         5. ELIGIBILITY. Executive officers, employees and consultants of the
Company, subsidiaries, or its affiliates (as determined by the Committee) shall
be eligible to be granted options under the Plan; provided, however, that only
employees of the Company may be granted Incentive Stock Options.

         6. OPTION PRICES. The purchase price of the Common Stock under each
option shall not be less than the Fair Market Value of the stock at the time of
the granting of the option, except that the purchase price of Common Stock under
Incentive Stock Options granted to shareholders holding 10% or more of the
Company's voting stock shall not be less than 110% of the fair market value of
the stock at the time of the granting of the option. "Fair Market Value" of a
share on any date of reference shall mean the "Closing Price" (as defined below)
of the Common Stock on the business day immediately preceding such date, unless
the Committee in its sole discretion shall determine otherwise in a fair and
uniform manner. For the purpose of determining Fair Market Value, the "Closing
Price" of the Common Stock on any business day shall be (i) if the Common Stock
is listed or admitted for trading on any United States national securities
exchange, or if actual transactions are otherwise reported on a consolidated
transaction reporting system, the last reported sale price of Common Stock on
such exchange or reporting system, as reported in any newspaper of general
circulation, (ii) if the Common Stock is quoted on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"), or any similar system
of automated dissemination of quotations of securities prices in common use, the
last reported sale price of Common Stock on such system or, if sales prices are
not


                                       2
<PAGE>


reported, the mean between the closing high bid and low asked quotations for
such day of Common Stock on such system, as reported in any newspaper of general
circulation or (iii) if neither clause (i) or (ii) is applicable, the mean
between the high bid and low asked quotations for the Common Stock as reported
by the National Quotation Bureau, Incorporated if at least two securities
dealers have inserted both bid and asked quotations for Common Stock on at least
five of the ten preceding days. If neither (i), (ii) or (iii) is applicable,
then Fair Market Value shall be determined in good faith by the Committee or the
Board of Directors in a fair and uniform manner.

         7. PAYMENT OF OPTION PRICES. The purchase price is to be paid in full
upon the exercise of the option, either (i) in cash, (ii) in the discretion of
the Committee, by the tender either actually or by proof of ownership to the
Company of shares of the Common Stock of the Company, owned by the optionee and
registered in the optionee's name or held for the optionee's benefit by a
registered holder for at least six (6) months, having a fair market value equal
to the cash exercise price of the option being exercised, with the fair market
value of such stock to be determined in such appropriate manner as may be
provided for by the Committee or as may be required in order to comply with, or
to conform to the requirements of, any applicable laws or regulations, or (iii)
in the discretion of the Committee, by any combination of the payment methods
specified in clauses (i) and (ii) hereof; provided, however, that no shares of
Common Stock may be tendered in exercise of an Incentive Stock Option if such
shares were acquired by the optionee through the exercise of an Incentive Stock
Option or an employee stock purchase plan described in Section 423 of the Code,
unless (i) such shares have been held by the optionee for at least one (1) year
and (ii) at least two (2) years have elapsed since such option was granted. (The
optionee may effect a "cashless exercise" of an option in lieu of directly
paying the option price in cash or shares owned by the optionee, provided that
such "cashless exercise" is facilitated through a third party, other than the
Company, in accordance with the rules and procedures adopted by the Committee.)
The cash proceeds from sales of stock subject to option are to be added to the
general funds of the Company and used for its general corporate purposes. The
shares of Common Stock of the Company received by the Company as payment of the
option price are to be added to the shares of the Common Stock of the Company
held in its Treasury. Upon exercise of an option which is not an Incentive Stock
Option by an optionee who is a reporting person under Section 16(a) of the 1934
Act, the Company shall, as required by applicable law, withhold sufficient
shares to satisfy the Company's obligation to withhold for federal and state
taxes on such exercise, provided that prior to such exercise, the Committee may
approve in advance an alternative method of withholding. Upon exercise of an
option which is not an Incentive Stock Option by an optionee who is not a
reporting person under Section 16(a) of the 1934 Act, the Committee may, in its
discretion, in lieu of withholding cash otherwise payable to such person,
withhold sufficient shares to satisfy the Company's obligation to withhold for
federal and state taxes on such exercise.

         8. OPTION AMOUNTS. The maximum aggregate fair market value (determined
at the time an option is granted in the same manner as provided for in Paragraph
6 hereof) of the Common Stock of the Company with respect to which Incentive
Stock Options are exercisable for the first time by any optionee during any
calendar year (under all plans of the Company and its subsidiaries) shall not
exceed the amount specified in Section 422(d) of the Code.

         9. EXERCISE OF OPTIONS. The term of each option shall be not more than
ten (10) years (five (5) years in the case of Incentive Stock Options granted to
a shareholder holding 10% or more of the Company's voting stock) from the date
of granting thereof or such shorter period as


                                       3
<PAGE>


is prescribed in Paragraph 10 hereof. Within such limit, options will be
exercisable at such time or times, and subject to such restrictions and
conditions, as the Committee shall, in each instance, approve, which need not be
uniform for all optionees; provided, however, that except as provided in
Paragraphs 10 and 11 hereof, no option may be exercised at any time unless the
optionee is then an employee or consultant of the Company, its subsidiaries or
affiliates and has been so employed or engaged as a consultant continuously
since the granting of the option. The holder of an option shall have none of the
rights of a stockholder with respect to the shares subject to option until such
shares shall be issued to such holder upon the exercise of the option.
Notwithstanding the foregoing, in the event of a Change of Control (as
hereinafter defined) all options shall become fully exercisable. For this
purpose, a "Change of Control" shall mean:

                  (a) The purchase or other acquisition (other than from the
         Company) by any person, entity or group of persons, within the meaning
         of Section 13(d) or 14(d) of the 1934 Act (excluding, for this purpose,
         our Chairman of the Board and Chief Executive Officer on the date that
         this Plan is adopted, 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 50% 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; or

                  (b) Individuals who, as of the date of the adoption of the
         Plan, constitute the Board of Directors of the Company (the "Incumbent
         Board") cease for any reason to constitute at least a majority of the
         Board of Directors of the Company, provided that any person who becomes
         a director subsequent to the date hereof whose election, or nomination
         for election by the Company's stockholders was approved by a vote of at
         least a majority of the directors then comprising the Incumbent Board
         (other than an individual whose initial assumption of office is in
         connection with an actual or threatened election contest relating to
         the election of directors) shall be, for purposes of this paragraph,
         considered as though such person were a member of the Incumbent Board;
         or

                  (c) Approval by the stockholders of the Company of a
         reorganization, merger, or consolidation, in each case with respect to
         which persons who were the stockholders of the Company immediately
         prior to such reorganization, merger or consolidation would not
         immediately thereafter own more than 50% of, respectively, the common
         stock and the combined voting power entitled to vote generally in the
         election of directors of the reorganized, merged or consolidated
         corporation's then-outstanding voting securities, or of a liquidation
         or dissolution of the Company or of the sale of all or substantially
         all of the assets of the Company.

         10. TERMINATION OF EMPLOYMENT. Any option issued hereunder must be
exercised prior to the optionee's termination of employment (or the optionee's
capacity as a consultant) with the Company, a subsidiary or any affiliate,
except that if the employment (or engagement as a consultant) of an optionee
terminates with the consent and approval of the optionee's employer (or, in the
case of a consultant, the Company), the Committee in its absolute discretion may
permit the optionee to exercise the option, to the extent that the optionee was
entitled to exercise it at the date of such termination of employment (or
capacity as a consultant), at any time within three (3) months after such
termination, but not after ten (10) years from the date of the granting


                                       4
<PAGE>


thereof. In addition, in the event the Company, a subsidiary or an affiliate
divests itself of all its interest in a subsidiary or an affiliate, all
outstanding options held by an optionee employed by (or engaged as a consultant
by) such divested subsidiary or affiliate may be exercised by such optionee at
any time within three (3) months after such divestiture, but not after ten (10)
years from the date on which such options were granted. In addition, all
outstanding options held by an optionee who terminates employment (or capacity
as a consultant) on account of retirement (as determined by the Committee) shall
be fully exercisable at any time within one (1) year after such retirement, but
not after ten (10) years from the date on which such options were granted. If
the optionee terminates employment (or capacity as a consultant) on account of
disability, the optionee may exercise such option, to the extent the optionee
was entitled to exercise it at the date of such termination, at any time within
one (1) year of the termination of employment (or the termination of the
optionee's capacity as a consultant) but not after ten (10) years from the date
of the granting thereof. For this purpose, a person shall be deemed to be
disabled if he or she is permanently and totally disabled within the meaning of
Section 422(c)(6) of the Code, which, as of the date hereof, means that he or
she is unable to engage in any substantial gainful activity by reason of any
medically determined physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a period of
not less than twelve (12) months. A person shall be considered disabled only if
he or she furnishes such proof of disability as the Committee may require.
Options granted under the Plan shall not be affected by any change of employment
(or change in the optionee's capacity as a consultant) so long as the optionee
continues to be an employee (or consultant) of the Company or a subsidiary
thereof or, in the case of options which are not Incentive Stock Options, an
affiliate of the Company. The option agreements may contain such provisions as
the Committee shall approve with reference to the effect of approved leaves of
absence. Nothing in the Plan or in any option granted pursuant to the Plan shall
confer on any individual any right to continue in the employ (or in the capacity
of a consultant) of the Company or any subsidiary or affiliate or interfere in
any way with the right of the Company or any subsidiary or affiliate thereof to
terminate his or her employment (or capacity as a consultant) at any time.

         11. DEATH. In the event of the death of an optionee under the Plan
while he or she is employed (or engaged as a consultant) by the Company (or a
subsidiary or affiliate of the Company), the options held by the optionee at
death shall become fully vested immediately and may be exercised by a legatee or
legatees under the optionee's last will, or by personal representatives or
distributees, at any time within a period of one (1) year after death, but not
after ten (10) years from the date of granting thereof. In the event of the
death of an optionee within three months after termination of employment (or the
optionee's capacity as a consultant) (or one (1) year in the case of the
termination of an optionee who is disabled as above provided or one (1) year in
the case of termination of employment (or termination of the optionee's capacity
as a consultant) on account of retirement, as provided in paragraph 10 above)
the option theretofore granted may be exercised, to the extent exercisable at
the date of death, by a legatee or legatees under the optionee's last will, or
by personal representatives or distributees, at any time within a period of one
(1) year after death, but not after ten (10) years from the date of granting
thereof.

         12. NON-TRANSFERABILITY OF OPTIONS. Each option granted under the Plan
shall, by its terms, be non-transferable otherwise than by will or the laws of
descent and distribution and an option may be exercised, during the lifetime of
an optionee, only by such optionee; provided, however, that the Committee may,
in its sole discretion, permit an optionee to transfer a non-qualified stock
option, or cause the Company to grant a non-qualified stock option that would


                                       5
<PAGE>


otherwise be granted to a person described in Paragraph 5 (an "Eligible
Optionee"), to any one or more of the following: an Eligible Optionee's
descendant, spouse, descendant of a spouse, spouse of any of the foregoing, a
trust established primarily for the benefit of any of the foregoing, or of such
Eligible Optionee, or to an entity which is a corporation, partnership, or
limited liability company (or any other similar entity) the owners of which are
primarily the aforementioned persons or trusts. Any such option so transferred
or granted directly to the aforementioned persons, trusts or entities in respect
of an Eligible Optionee shall be subject to the provisions of Paragraph 10
concerning the exercisability during the Eligible Optionee's employment.

         13. SUCCESSIVE OPTION GRANTS. Successive option grants may be made to
any holder of options under the Plan.

         14. REGISTRATION. Each option under the Plan shall be granted only on
the condition that the Company maintain with the Securities and Exchange
Commission a registration statement for all Common Stock that can be purchased
thereunder. In the event that the Company fails to maintain a registration
statement for this Common Stock, the right to purchase this Common Stock through
the exercise of options granted under the Plan will be suspended immediately.

         15. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR CORPORATE
ACQUISITIONS. Notwithstanding any other provisions of the Plan, the Committee
shall make such adjustments to the terms of the outstanding options that it
determines, which determination shall be conclusive, to be appropriate for the
adjustment of the number and class of shares subject to each outstanding option
and the option prices in the event of changes in the outstanding Common Stock by
reason of stock dividends, recapitalizations, mergers, consolidations,
spin-offs, split-offs, split-ups, combinations or exchanges of shares and the
like, and, in the event of any such change in the outstanding Common Stock, the
aggregate number and class of shares available under the Plan and the maximum
number of shares as to which options may be granted to any individual. In the
event the Company, a subsidiary or an affiliate, enters into a transaction
described in Section 424(a) of the Code with any other corporation, the
Committee may grant options to employees or former employees of such corporation
in substitution of options previously granted to them upon such terms and
conditions as shall be necessary to qualify such grant as a substitution
described in Section 424(a) of the Code.

         16. AMENDMENT AND TERMINATION. The Board or the Committee may at any
time terminate the Plan or make such modifications of the Plan as they shall
deem advisable; provided, however, that the Board or the Committee may not,
without further approval by the holders of Common Stock, make any modifications
which, by applicable law or rule, require such approval. No termination or
amendment of the Plan may, without the consent of the optionee to whom any
option shall theretofore have been granted, adversely affect the rights of such
optionee under such option.

         17. EFFECTIVENESS OF THE PLAN. The Plan will become effective upon
adoption by the Board of Directors of the Company on May 14, 2002, subject to
approval of the Plan by the stockholders of the Company within twelve (12)
months of such date. Options may be granted before such stockholder approval
(but may not be exercisable before such approval), and if such approval is not
obtained, this Plan and such options shall be void and of no force or effect.

         18. TIME OF GRANTING OF OPTIONS. An option grant under the Plan shall
be deemed to be made on the date on which the Committee, by formal action of its
members duly recorded in the


                                       6
<PAGE>

records thereof, or the CEO, as the case may be, makes an award of an option to
an eligible employee (or consultant) of the Company or one of its subsidiaries
or affiliates, provided that such option is evidenced by a written option
agreement duly executed on behalf of the Company and on behalf of the optionee
within a reasonable time after the date of the Committee or CEO action.

         19. TERM OF PLAN. The Plan shall terminate ten (10) years after the
date on which it was initially approved and adopted by the Board as set forth
under Paragraph 17 and no option shall be granted hereunder after the expiration
of such ten-year period. Options outstanding at the termination of the Plan
shall continue in full force and effect and shall not be affected thereby.

         20. PRIOR PLAN. This Plan shall be deemed to cover the option awards
previously granted by the Company pursuant to the Weiss and Neuman Shoe Co.
Class C Equity Incentive Stock Option Plan ("Prior Plan"), as such awards have
been amended and interpreted to be covered by this Plan ("Prior Options").
Notwithstanding the foregoing, the Prior Options shall not reduce the stock
otherwise available under this Plan, for any purpose, and to the extent the
application of this Plan to the Prior Options would substantively affect the
rights and obligations, whether positively or negatively, of an option holder
under a Prior Option when compared to the Prior Plan, the terms of the Prior
Plan shall govern.

                                      * * *

The foregoing Plan was adopted by the Board of Directors of the Company on
May 14, 2002.


                                       7