<PAGE>

                                                                     EXHIBIT 4.4

              AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION
                                   AGREEMENT

         This AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT
(this "AGREEMENT") is made as of January 2, 2004 by and among BAKERS FOOTWEAR
GROUP, INC. (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. (collectively referred to herein as the "SUBORDINATED CREDITOR")
and FLEET RETAIL FINANCE INC. ("FLEET" or "SENIOR LENDER").

RECITALS:

A.       The Company, Subordinated Creditor and Senior Lender entered into that
         certain Intercreditor and Subordination Agreement dated as of April 4,
         2002 (the "ORIGINAL SUBORDINATION AGREEMENT") in accordance with which
         the parties agreed to the subordination of all indebtedness owed by the
         Company to the Subordinated Creditor under the "Subordinated Debenture"
         (as such term is defined in the Original Subordination Agreement; such
         Subordinated Debenture is referred to herein as the "ORIGINAL
         DEBENTURE") to the Liabilities under the Loan and Security Agreement
         dated as of January 18, 2000 between the Company and the Senior Lender,
         which was amended and restated in its entirety as of June 11, 2002 (as
         amended and restated to date, and as the same may be further amended,
         modified or supplemented from time to time, the "LOAN AGREEMENT").
         Capitalized terms used herein and not otherwise defined shall have the
         same meanings ascribed to them in the Loan Agreement.

B.       The Company and the Lender are entering into a Third Amendment to the
         Loan Agreement on the date hereof (the "THIRD AMENDMENT") which, among
         other things, contemplates that the Subordinated Creditor shall
         exchange the Original Debenture for a new subordinated convertible
         debenture (the "SUBORDINATED DEBENTURE") in the form attached as
         EXHIBIT A thereto pursuant to that certain Convertible Debenture
         Exchange Agreement, dated as of even date herewith (the "EXCHANGE
         AGREEMENT"), in the form attached as EXHIBIT B thereto.

C.       The consent of the Senior Lender to the exchange of the Subordinated
         Debenture for the Original Debenture is contingent upon, among other
         things, the execution and delivery by Subordinated Creditor and the
         Company of this Agreement.

         NOW THEREFORE, FOR VALUABLE CONSIDERATION, the receipt and sufficiency
of which are hereby acknowledged, and in consideration of the willingness of the
Senior Lender to consent to the exchange of the Original Debenture for the
Subordinated Debenture and the borrowing by the Company under the Subordinated
Debenture, the Company and the Subordinated Creditor, jointly and severally,
agree with the Senior Lender as follows:

<PAGE>

1.       Subordination. The Subordinated Creditor hereby subordinates the
         Indebtedness of the Company evidenced by the Subordinated Debenture
         (the "Subordinated Indebtedness"), to any and all Indebtedness now or
         hereafter owing by the Company to the Senior Lender (collectively, the
         "Senior Indebtedness") and agrees that the Subordinated Indebtedness
         shall be junior in right of payment and exercise of remedies to the
         Senior Indebtedness. Without limiting the foregoing, any lien on,
         security interest in or mortgage or pledge of any of the property or
         assets of the Company to or for the benefit of the Subordinated
         Creditor securing any of the Subordinated Indebtedness, whether now
         existing or arising in the future, is expressly subordinate and junior
         in priority of payment and exercise of remedies to any liens, security
         interests, mortgages or pledges of any of the assets of the Company,
         both now existing and arising in the future, securing any of the Senior
         Indebtedness; notwithstanding the foregoing, the Company hereby agrees
         that it shall not give or permit to be given, and the Subordinated
         Creditor hereby agrees that it shall not take, any collateral for the
         Subordinated Indebtedness.

2.       Payments.

         a.       Subject to Section 2(b) below, for so long as any Senior
                  Indebtedness remains outstanding, the Subordinated Creditor
                  shall be entitled to receive and retain only those regularly
                  scheduled payments (without acceleration) of interest on the
                  Subordinated Indebtedness (the "SCHEDULED INTEREST PAYMENTS"),
                  to the extent and in the manner set forth in the Subordinated
                  Debenture.

         b.       Notwithstanding the provisions of Sections 2(a) above, the
                  Company and the Subordinated Creditor covenant to and agree
                  with the Senior Lender that upon the occurrence of a default
                  or Event of Default under the Loan Agreement (collectively, a
                  "DEFAULT"), the Subordinated Creditor's right to receive and
                  retain the Scheduled Interest Payments (and any other
                  payments) under the Subordinated Debenture shall immediately
                  cease. The Subordinated Creditor agrees not to demand, accept
                  or receive any payment in respect of the Subordinated
                  Indebtedness after the occurrence of a Default including,
                  without limitation, any payment received through the exercise
                  of any right of setoff, counterclaim, cross-claim or
                  otherwise, or any collateral therefor, while any Senior
                  Indebtedness remains outstanding. Without limiting the
                  foregoing, the Company agrees that no amount shall be paid,
                  whether in cash, property, securities or otherwise, by the
                  Company to the Subordinated Creditor after the occurrence of a
                  Default under the Loan Agreement in respect of the
                  Subordinated Indebtedness, while any Senior Indebtedness
                  remains outstanding, without the prior written consent of the
                  Senior Lender.

3.       Bankruptcy, Insolvency, etc.

         a.       In the event of an insolvency, bankruptcy, receivership,
                  liquidation, reorganization or other similar proceedings
                  relative to the Company or to its assets, or in the event of
                  any proceedings for voluntary liquidation, dissolution or
                  other winding up of the Company, whether or not involving
                  insolvency or

                                      -2-
<PAGE>

                  bankruptcy (any such proceeding referenced above being
                  referred to herein as an "INSOLVENCY PROCEEDING"), so long as
                  any Senior Indebtedness is outstanding, the Senior Lender
                  shall be entitled in any such Insolvency Proceedings to
                  receive payment in full in cash of all Senior Indebtedness
                  before the Subordinated Creditor is entitled in such
                  Insolvency Proceedings to receive any payment on account of
                  the Subordinated Indebtedness, and to that end in any such
                  Insolvency Proceedings, so long as any Senior Indebtedness
                  remains outstanding, any payment or distribution of any kind
                  or character, whether in cash or in other property, to which
                  the Subordinated Creditor would be entitled on account of the
                  Subordinated Indebtedness but for the provisions hereof, shall
                  be delivered to the Senior Lender to the extent necessary to
                  make payment in full in cash of all Senior Indebtedness
                  remaining unpaid, after giving effect to any concurrent
                  payment or distribution to the holders of Senior Indebtedness.

         b.       Upon the commencement of an Insolvency Proceeding, the
                  Subordinated Creditor shall be deemed, as security for the
                  Senior Indebtedness and in order to effectuate the
                  subordination set forth above, to have assigned the
                  Subordinated Indebtedness to the Senior Lender and granted to
                  the Senior Lender as of the date of the commencement of such
                  Insolvency Proceeding the right to collect all payments and
                  distributions of any kind and description, whether in cash or
                  other property, paid or payable in respect of any claims or
                  demands of the Subordinated Creditor against the Company
                  arising from the Subordinated Indebtedness. Upon the
                  commencement of an Insolvency Proceeding, the Subordinated
                  Creditor shall also be deemed to have granted to the Senior
                  Lender the full right (but not the obligation), in its own
                  name or in its name as attorney in fact for the Subordinated
                  Creditor, to collect and enforce claims and demands of the
                  Subordinated Creditor arising from the Subordinated
                  Indebtedness by suit, proof of claim in bankruptcy or other
                  liquidation, reorganization or Insolvency Proceedings or
                  otherwise. The Subordinated Creditor by its execution of this
                  Agreement also hereby grants to the Senior Lender: (i) the
                  exclusive right to vote any and all claims of the Subordinated
                  Creditor in any Insolvency Proceedings involving the Company
                  with respect to the election of a trustee or similar official
                  and with respect to any proposed plan of reorganization of the
                  Company; and (ii) the exclusive right to object to any
                  proposed plan of reorganization of the Company to which the
                  Subordinated Creditor would have the right to object in any
                  Insolvency Proceeding.

4.       Turn-Over of Payments Received by Subordinated Credit. In the event
         that notwithstanding the provisions of the Loan Agreement and this
         Agreement, the Company shall make any payment to the Subordinated
         Creditor on account of the Subordinated Indebtedness not expressly
         authorized hereby, such payment shall be held in trust by the
         Subordinated Creditor, for the benefit of the Senior Lender, and shall
         be paid over immediately (without necessity of demand) to the Senior
         Lender for application in accordance with the Loan Agreement to the
         payment of all Senior Indebtedness remaining due and payable until the
         same shall have been paid in full, in cash, after

                                      -3-

<PAGE>

         giving effect to any concurrent payment or distribution to the holders
         of such Senior Indebtedness. In the event of the failure of the
         Subordinated Creditor to endorse any instrument for the payment of
         money so received by the Subordinated Creditor on account of the
         Subordinated Indebtedness, the Senior Lender is irrevocably appointed
         attorney-in-fact for the Subordinated Creditor with full power to make
         such endorsement and with full power of substitution.

5.       Obligations Absolute. The provisions of this Agreement are for the
         purpose of defining the relative rights of the Senior Lender on the one
         hand and the Subordinated Creditor on the other hand with respect to
         the enforcement of rights and remedies and priority of payment of the
         Senior Indebtedness and the Subordinated Indebtedness. Nothing herein
         shall impair, as between the Company and the Subordinated Creditor, the
         obligations of the Company, which are unconditional and absolute, to
         pay to the holder thereof the principal and interest thereon and any
         other liabilities encompassed in the Subordinated Indebtedness, all in
         accordance with their respective terms, subject to the prior payment in
         full in cash of the Senior Indebtedness.

6.       Subordination Not Affected. Without the necessity of any reservation of
         rights against or any notice to or further assent by the Subordinated
         Creditor, (a) any demand for payment of any Senior Indebtedness made by
         the Senior Lender may be rescinded in whole or in part by the Senior
         Lender, (b) the Senior Lender may exercise or refrain from exercising
         any rights and/or remedies against the Company and others, if any,
         liable under the Senior Indebtedness, and (c) the Senior Indebtedness
         and any agreement or instrument evidencing, securing, or otherwise
         relating to the Senior Indebtedness (including without limitation, the
         Loan Agreement and the other Loan Documents), or any collateral
         security therefor or guaranty thereof or other right of any nature with
         respect thereto, may be amended, extended, modified, continued,
         accelerated, compromised, waived, surrendered or released by the Senior
         Lender, in any manner the Senior Lender deems in its best interests,
         all without impairing, abridging, releasing or affecting in any manner
         the subordination of the Subordinated Indebtedness to the Senior
         Indebtedness provided for herein. Without limiting the foregoing, the
         Subordinated Creditor waives any and all notice of the creation,
         amendment, restatement, extension, acceleration, compromise,
         continuation, waiver, surrender, release or modification of any nature
         of the Senior Indebtedness, the Loan Agreement or the other Loan
         Documents, and notice of or proof of reliance by the Senior Lender upon
         the subordination provided for herein. The Senior Indebtedness shall
         conclusively be deemed to have been created, contracted and incurred in
         reliance upon the provisions of this Agreement.

7.       Warranties, Representations, Covenants and Acknowledgments of the
         Subordinated Creditor.

         a.       The Subordinated Creditor represents to the Senior Lender that
                  all Indebtedness of the Company to the Subordinated Creditor
                  is evidenced by the Subordinated Debenture. The Subordinated
                  Creditor further represents that said Indebtedness has not
                  heretofore been assigned, pledged to, or subordinated in favor
                  of, any other Person.

                                      -4-

<PAGE>

         b.       The Subordinated Creditor hereby covenants and agrees that it
                  will not amend or permit amendment of the terms of the
                  Subordinated Debenture or any other agreement, document or
                  instrument hereafter evidencing any Subordinated Indebtedness,
                  without the prior written consent of the Senior Lender,
                  including, without limitation, any amendment that would: (i)
                  increase the principal amount of the Subordinated
                  Indebtedness; (ii) increase the rate of interest accruing on
                  the Subordinated Indebtedness; (iii) change in any manner the
                  dates upon which any principal or interest payment on the
                  Subordinated Indebtedness is due; (iv) change in any manner,
                  or add, any affirmative or negative covenants, events of
                  default, redemption provisions or subordination provisions of
                  any Subordinated Indebtedness; (v) take any collateral for the
                  Subordinated Indebtedness; or (vi) except as set forth in the
                  Subordinated Debenture, the Exchange Agreement and the Second
                  Registration Rights Agreement (as defined in the Third
                  Amendment), in each case, as each of the foregoing agreements
                  is in effect on the date hereof, give to the Subordinated
                  Creditor the right to purchase, or to cause the Company to
                  issue, equity interests in the Company.

         c.       The execution, delivery and performance of this Agreement has
                  been duly authorized by all necessary corporate, partnership
                  or other action on the part of the Subordinated Creditor, and
                  this Agreement constitutes a valid and binding obligation of
                  the Subordinated Creditor, enforceable against it in
                  accordance with its terms.

         d.       The Subordinated Creditor covenants and agrees that it will
                  not assign, pledge, sell, transfer or otherwise dispose of any
                  of the Subordinated Indebtedness or interests therein, whether
                  through assignment or participation or otherwise, except to a
                  Person who first becomes a party hereto and accepts without
                  qualification all obligations of the Subordinated Creditor
                  hereunder..

         e.       The Subordinated Creditor acknowledges and agrees that this
                  Agreement is a "subordination agreement" within the meaning of
                  Section 510(a) of the United States Bankruptcy Code, 11 U.S.C.
                  Section 510(a).

8.       Validity and Enforceability of Liens Securing Senior Indebtedness;
         Cooperation with Senior Lender.

         a.       The Subordinated Creditor will not in any Insolvency
                  Proceeding or other event described in Section 2 or otherwise,
                  challenge, oppose or contest (or join in any challenge,
                  opposition or contest by any third party, or encourage any
                  third party to challenge, oppose or contest) the Senior
                  Indebtedness or the perfection, superiority, priority,
                  validity or enforceability of any security interest or lien
                  granted to the Senior Lender pursuant to the Loan Agreement,
                  the Security Documents or other Loan Documents, nor will the
                  Subordinated Creditor challenge the validity or enforceability
                  of such Loan Agreement, Security Documents or other Loan
                  Documents, or any provision thereof. The

                                      -5-
<PAGE>

                  Subordinated Creditor hereby acknowledges that the provisions
                  of this Agreement are intended to be enforceable at all times,
                  whether before or after any Insolvency Proceeding or other
                  event described in Section 2 of this Agreement. The
                  Subordinated Creditor hereby waives any right to require the
                  Senior Lender to marshal the collateral for such Senior
                  Indebtedness.

         b.       Without limiting the foregoing, the Subordinated Creditor will
                  not challenge or oppose (or join with any party challenging or
                  opposing) or take any action whatsoever to impair the exercise
                  by the Senior Lender of the rights and remedies granted to the
                  Senior Lender in the Loan Document.

9.       Limitations on Remedies. Upon any default or event of default in
         respect of the Subordinated Indebtedness, the Subordinated Creditor
         shall not (a) accelerate all or any portion of the Subordinated
         Indebtedness; (b) commence or join (unless the Senior Lender shall also
         join), in its capacity as the holder of the Subordinated Indebtedness,
         in any involuntary proceeding against the Company or any of its
         Subsidiaries under any bankruptcy, reorganization, readjustment of
         debt, arrangement of debt, receivership, liquidation or insolvency law
         or statute of any federal or state government, or (c) commence any
         action or proceeding against the Company or any of its Subsidiaries to
         enforce payment of all or any part of the Subordinated Indebtedness.
         Nothing contained in this Section 9 shall limit or impair the
         obligations and agreements of the Subordinated Creditor set forth in
         any other Section of this Agreement.

10.      Assignments and Appointments. The Subordinated Creditor, for itself and
         its successors and assigns, hereby irrevocably authorizes and directs
         the Senior Lender, and any trustee or debtor in possession in
         bankruptcy, receiver, custodian or assignee for the benefit of
         creditors of the Company, whether in voluntary or involuntary
         liquidation, dissolution or reorganization, on his or its behalf, to
         take such action as may be necessary or appropriate to effectuate the
         subordination provided for in this Agreement and irrevocably appoints
         the Senior Lender and any such trustee, receiver, custodian or
         assignee, attorney-in-fact for such purpose with full powers of
         substitution and revocation.

11.      No Impairment. No right of the Senior Lender to enforce subordination
         as herein provided shall at any time or in any way be affected or
         impaired by any failure to act on the part of the Company, or by any
         non-compliance by the Company with any of the terms, provisions and
         covenants of the agreement, documents and instruments evidencing the
         Subordinated Indebtedness, regardless of any knowledge thereof that the
         Senior Lender may have or be otherwise charged with, or by any action
         which the Senior Lender may take or refrain from taking with respect to
         the Senior Indebtedness or the Subordinated Indebtedness.

12.      Further Assurances. In order to carry out the terms and intent of this
         Subordination Agreement more effectively, the Subordinated Creditor
         will take all actions and execute all further documents and instruments
         reasonably necessary or convenient to preserve for the Senior Lender
         the benefits of this Agreement.

                                      -6-

<PAGE>

13.      Waivers, etc. No action which the Senior Lender, or the Company with
         the consent of the Senior Lender, may take or refrain from taking with
         respect to any Senior Indebtedness, or any promissory note or notes
         representing the same, or any collateral therefor, including any waiver
         or release thereof (or any waiver of any provision thereof or default
         of any agreement or agreements (including guaranties) in connection
         therewith, shall affect this Agreement or the rights of the Senior
         Lender or the obligations of the Subordinated Creditor hereunder. No
         waiver shall be deemed to be made by the Senior Lender of any of its
         rights hereunder unless the same shall be in writing and then only with
         respect to the specific instance involved, and shall in no way impair
         or offset the rights of the Senior Lender or the obligations of the
         Subordinated Creditor in any other respect or at any other time.

14.      Notices.

         a.       By the Senior Lender to the Subordinated Creditor. The Senior
                  Lender shall endeavor to provide the Subordinated Creditor
                  with notice of any default or event of default by the Company
                  under the Loan Agreement simultaneously with giving notice to
                  the Company, provided that any failure by the Senior Lender to
                  give such notice shall not affect or limit the Senior Lender's
                  rights hereunder.

         b.       By the Subordinated Creditor to the Senior Lender. The
                  Subordinated Creditor shall provide the Senior Lender with
                  notice of any default relating to any Subordinated
                  Indebtedness simultaneously with giving notice to the Company.

         c.       By the Company to the Senior Lender. The Company shall provide
                  the Senior Lender with copies of all notices of any default
                  received by it from the Subordinated Creditor immediately upon
                  its receipt thereof.

         d.       By the Company to the Subordinated Creditor. The Company shall
                  provide the Subordinated Creditor with copies of all notices
                  of any default given by it to the Senior Lender or received by
                  it from the Senior Lender immediately upon its delivery or
                  receipt thereof.

         e.       Method. Except as otherwise provided herein, all demands or
                  notices hereunder shall be in writing and shall be deemed to
                  have been sufficiently given or served for all purposes hereof
                  if personally delivered or mailed or transmitted by telecopy
                  if the sender on the same day sends a confirming copy of such
                  communication by a recognized overnight delivery services
                  (charges prepaid), recognized overnight delivery services
                  (charges prepaid) or first class mail, postage prepaid, to
                  them at their respective addresses as set forth on the
                  signature pages hereto and incorporated herein by reference,
                  or at such other address as the party to whom such notice is
                  directed may have designated in writing to the other party
                  hereto. A notice shall be deemed to have been given upon the
                  earlier to occur of i three (3) days after the date on which
                  it is deposited in the U.S. mails or ii receipt by the party
                  to whom such notice is directed.

                                      -7-

<PAGE>

15.      Miscellaneous. This Agreement shall be binding upon the Subordinated
         Creditor and the Company and their respective heirs, legal
         representatives, successors and assigns and shall inure to the benefit
         of the Senior Lender and its legal representatives, successors and
         assigns (including without limitation any transferee of any Senior
         Indebtedness). The Senior Lender may assign this Agreement or its
         rights thereunder without the consent of the Subordinated Creditor or
         the Company. This Agreement may be executed in any number of
         counterparts and by the different parties hereto on separate
         counterparts, each of which when so executed and delivered shall be an
         original, but all of the counterparts shall together constitute and the
         same instrument.

16.      Governing Law, Jurisdiction, Waiver of Jury Trial. This Agreement,
         including the validity hereof and the rights and obligations of the
         parties hereunder, shall be construed in accordance with and governed
         by the internal laws of the Commonwealth of Massachusetts (without
         regard to conflicts of law principles). The Subordinated Creditor, to
         the extent that the Subordinated Creditor may lawfully do so, hereby
         consents to service of process, and to be sued, in the Commonwealth of
         Massachusetts and consents to the jurisdiction of the courts of the
         Commonwealth of Massachusetts and the United States District Court for
         the District of Massachusetts, as well as to the jurisdiction of all
         courts to which an appeal may be taken from such courts, for the
         purpose of any suit, action or other proceeding arising out of any of
         such Subordinated Creditor's obligations hereunder or with respect to
         the transactions contemplated hereby, and expressly waives any and all
         objections as to venue in any such courts. The Subordinated Creditor
         further agrees that a summons and complaint commencing an action or
         proceeding in any of such courts shall be properly served and confer
         personal jurisdiction if served personally or by certified mail at the
         address set forth below under the signature of the Subordinated
         Creditor or as otherwise provided under the laws of the Commonwealth of
         Massachusetts. EACH OF THE COMPANY AND THE SUBORDINATED CREDITOR
         IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION, OR
         OTHER PROCEEDING HEREAFTER INSTITUTED BY OR AGAINST IT IN RESPECT OF
         ITS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

17.      Acknowledgment by Company. The Company covenants and agrees not to make
         any distribution or payment to the Subordinated Creditor in violation
         of the terms of this Agreement.

18.      Legends. The Subordinated Creditor covenants and agrees that until all
         Senior Indebtedness is paid in full in cash, the Subordinated Debenture
         and each promissory note or other instrument evidencing Subordinated
         Indebtedness shall bear at all times, in a conspicuous manner, the
         following legend:

                  This Subordinated Convertible Debenture and the indebtedness
         evidenced hereby are subordinate, in the manner and to the extent set
         forth in that Amended and Restated Intercreditor and Subordination
         Agreement (as amended, supplemented or otherwise modified from time to
         time, the "SUBORDINATION AGREEMENT") dated as of January 2, 2004 among
         Bakers Footwear Group, Inc. (the "COMPANY"), Special Situations Private

                                      -8-

<PAGE>

         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. (collectively
         referred to herein as the "SUBORDINATED CREDITOR") and the Senior
         Lender named therein, to all indebtedness owed by the maker of this
         Subordinated Convertible Debenture to the Senior Lender, and the holder
         of this Subordinated Convertible Debenture, by its acceptance hereof,
         shall be bound by the provisions of the Subordination Agreement.

               [Remainder of this page intentionally left blank.]

                                      -9-

<PAGE>

This Agreement is executed as a sealed instrument as of the date first above
written.

                        COMPANY

                        BAKERS FOOTWEAR GROUP, INC.

                        By: /s/ Peter A. Edison
                            ---------------------
                        Name:   Peter A. Edison
                        Title:  Chairman and CEO

                        Address:2815 Scott Avenue, Suite C, St. Louis, MO  63103
                        Telephone: 314-621-0699
                        Telecopier:314-641-0390

                        SUBORDINATED CREDITORS

                        SPECIAL SITUATIONS PRIVATE EQUITY FUND,
                        L.P.

                        By: /s/ Austin Marxe
                            ---------------------
                        Name: ______________________________
                        Title: _____________________________
                        Address: ___________________________

                        SPECIAL SITUATIONS CAYMAN FUND, L.P.

                        By: /s/ Austin Marxe
                            ---------------------
                        Name: ______________________________
                        Title: _____________________________
                        Address: ___________________________

<PAGE>

                        SPECIAL SITUATIONS FUND III, L.P.

                        By:    /s/ Austin Marxe
                              ----------------------------------
                        Name:
                              ----------------------------------
                        Title:
                               ---------------------------------
                        Address:
                                 -------------------------------
                               /s/ Julian Edison
                        ----------------------------------------
                        Name: JULIAN EDISON
                        Address: 8 St. Andrews Drive
                                 St. Louis, MO 63124

                        THE CROWN ADVISORS, LLC

                        By:    /s/ Chris H. Pauli
                              ----------------------------------
                        Name:      Chris H. Pauli
                              ----------------------------------
                        Title:     President
                               ---------------------------------
                        Address:   540 Maryville Centre, Ste 120
                                 -------------------------------
                                   St. Louis, MO 63141
                                 -------------------------------

                        CROWN INVESTMENT PARTNERS, LP

                           By: THE CROWN ADVISORS, LLC, Its
                           General Partner

                        By:    /s/ Chris H. Pauli
                              ----------------------------------
                        Name:      Chris H. Pauli
                              ----------------------------------
                        Title:     Managing Member of the
                                   General Partner
                               ---------------------------------
                        Address:   540 Maryville Centre, Ste 120
                                 -------------------------------
                                   St. Louis, MO 63141
                                 -------------------------------

                        SWB HOLDINGS, INC.

                        By:    /s/ Robert A. Nielsen
                              ----------------------------------
                        Name:      Robert A. Nielsen
                              ----------------------------------
                        Title:     President
                               ---------------------------------
                        Address:   120 South Central Avenue
                                 -------------------------------
                                   Clayton, MO 63105
                                 -------------------------------
<PAGE>

                        SENIOR LENDER

                        FLEET RETAIL FINANCE INC.

                        By:    /s/ James J. Wood
                              ----------------------------------
                        Name:      James J. Wood
                              ----------------------------------
                        Title:     Managing Director
                               ---------------------------------
                        Address:   40 Broad St
                                 -------------------------------
                                   Boston, MA
                                 -------------------------------