AMENDMENT NUMBER 1 TO LOAN DOCUMENTS

Exhibit 4.8

EXPLANATORY NOTE: “*” INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

AMENDMENT NUMBER 1 TO LOAN DOCUMENTS

      THIS AMENDMENT NUMBER 1 TO LOAN DOCUMENTS (this “ First Amendment ”), is entered into as of May 9, 2008, by and between GVECR II 2007 E Trust dated December 17, 2007 (“ Lender ”), PRIVATE EQUITY MANAGEMENT GROUP, INC. , a Nevada corporation, as the arranger and administrative agent for the Lenders (in such capacity, “ Agent ”) under the Credit Agreement (as defined herein) and in its capacity as a “ Security holder ” under the Registration Rights Agreement (as defined herein), and BAKERS FOOTWEAR GROUP, INC. , a Missouri corporation (“ Borrower ”), in its capacities as party to both the Credit Agreement and the Registration Rights Agreement.

W I T N E S S E T H

     WHEREAS, Borrower, Agent and the Lender are parties to that certain Second Lien Credit Agreement, dated as of February 1, 2008 (as amended, restated, supplemented, or modified from time to time, the “ Credit Agreement ”);

     WHEREAS, Borrower and Agent are parties to that certain Registration Rights Agreement dated as of February 1, 2008 (as amended, restated, supplemented or modified from time to time, the “ Registration Rights Agreement ”);

     WHEREAS, Borrower has informed Agent (a) of Borrower’s financial results for the fourth quarter of fiscal year 2008, (b) that Borrower’s independent registered public accounting firm’s report issued in Borrower’s Annual Report on Form 10-K for fiscal year 2008 included an explanatory paragraph describing the existence of conditions that raise substantial doubt about Borrower’s ability to continue as a going concern, and (c) that Borrower has provided updated projection data to Agent (collectively, the “ Updating Information ”).

     WHEREAS, Borrower wishes to obtain relief from (a) the minimum EBITDA financial covenant for Borrower’s fiscal quarter ending May 3, 2008 and (b) principal payments on the Term Loan due in June, July and August, 2008;

     WHEREAS, subject to the satisfaction of the conditions set forth herein, Lender is willing to grant Borrower the relief requested by Borrower;

     WHEREAS, the Lender Group desires that all future payments on account of the Obligations be made to Lender’s Deposit Account instead of Agent’s Account;

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the Loan Documents as follows:

1. DEFINITIONS . Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement, as amended hereby.

2. AMENDMENT TO CREDIT AGREEMENT .

     (a)  Section 2.2(c) of the Credit Agreement is amended and restated as follows:

          “(c) Subject to subsection (b) above and subsection (d) below, the principal of the Term Loan shall be repaid in installments as follows:

     (b)  Section 6.16(b) of the Credit Agreement is amended and restated as follows:

           “ (b) Minimum EBITDA. Fail to achieve EBITDA, measured on a fiscal year to date basis, of not less than the required amount set forth in the following table for the applicable period set forth opposite thereto: