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     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, the parties agree to amend the Loan Documents as follows:**1. ****DEFINITIONS.** Capitalized terms used herein and not otherwise defined herein shallhave the meanings ascribed to them in the Credit Agreement, as amended hereby.**2.****AMENDMENT TO CREDIT AGREEMENT**     (a) In Section 3.3, “February 1, 2011” is hereby deleted and replaced with “January1, 2011”; and     (b) In Section 2.2(c)(i), “34” is hereby deleted and replaced with “33”.**3.****CONDITIONS PRECEDENT TO THIS FIFTH AMENDMENT.** The satisfaction ofeach of the following shall constitute conditions precedent to the effectiveness of this FifthAmendment and each and every provision hereof:     (a) The representations and warranties in the Credit Agreement and the other LoanDocuments shall be true and correct in all material respects on and as of the date hereof, asthough made on such date (except to the extent that such representations and warranties relatesolely to an earlier date);     (b) No Default or Event of Default shall have occurred and be continuing under theCredit Agreement as of the date hereof;     (c) No Event of Default shall have occurred and be continuing under the SecondAmended and Restated Loan and Security Agreement dated as of August 31, 2006 between Bankof America, N.A. (“Bank of America”) and Borrower, as amended, as of the date hereof;     (d) No injunction, writ, restraining order, or other order of any nature prohibiting,directly or indirectly, the consummation of the transactions contemplated herein shall havebeenissued and remain in force by any Governmental Authority against Borrower, Agent or anyLender; and     (e) Borrower shall have executed and delivered this Fifth Amendment to Lender byno later than August 26, 2010.**4.****CONSTRUCTION.** THIS FIFTH AMENDMENT SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIAAPPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OFCALIFORNIA.**5.****ENTIRE AMENDMENT**; **EFFECT OF FIFTH AMENDMENT.** This FifthAmendment, and terms and provisions hereof, constitute the entire agreement among the partiespertaining to the subject matter hereof and supersede any and all prior or contemporaneousamendments relating to the subject matter hereof. Except as expressly set forth in this FifthAmendment, the Credit Agreement and the other Loan Documents shall remain unchanged andin full force and effect. To the extent any terms or provisions of this Fifth Amendment conflict
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with those of the Credit Agreement or the other Loan Documents, the terms and provisions of thisFifth Amendment shall control. This Fifth Amendment is a Loan Document.**6.****COUNTERPARTS; TELEFACSIMILE EXECUTION.** This Fifth Amendment maybe executed in any number of counterparts, all of which taken together shall constitute one andthe same instrument and any of the parties hereto may execute this Fifth Amendment by signingany such counterpart. Delivery of an executed counterpart of this Fifth Amendment bytelefacsimile shall be equally as effective as delivery of an original executed counterpart of thisFifth Amendment. Any party delivering an executed counterpart of this Fifth Amendment bytelefacsimile also shall deliver an original executed counterpart of this Fifth Amendment, but thefailure to deliver an original executed counterpart shall not affect the validity, enforceability,andbinding effect of this Fifth Amendment.**7.****MISCELLANEOUS.**     (a) Upon the effectiveness of this Fifth Amendment, each reference in the CreditAgreement to “this Agreement,”“hereunder,” “herein,” “hereof”or words of like import referring to the Credit Agreement shall mean and refer to the Credit Agreement as amended bythe First Amendment, Second Amendment, Third Amendment, FourthAmendment and this Fifth Amendment.     (b) Upon the effectiveness of this Fifth Amendment, each reference in the LoanDocuments to the “Credit Agreement,” “thereunder,” “therein,”“thereof” or words of like importreferring to the Credit Agreement shall mean and refer to the Credit Agreement as amended bythe First Amendment, Second Amendment, Third Amendment, Fourth Amendment and this FifthAmendment.[Signature Page Follows]
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     IN WITNESS WHEREOF, the parties have caused this Fifth Amendment to be executed anddelivered as of the date first written above.         **BAKERS FOOTWEAR GROUP, INC.**           By: /s/ Peter Edison      Title: Chairman & CEO                   **PRIVATE EQUITY MANAGEMENT**    **GROUP, INC.,** as Agent and as Security holder           By: /s/ Jim LeSieur     Name: Jim LeSieur    Title: Chief Operating Officer           **GVECR II 2007 E Trust dated December 17,**    **2007,** as Lender           By: /s/ Robert P. Mosier     Name: Robert P. Mosier    Title: Receiver  
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