FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Exhibit 10.8

FOURTH AMENDMENT TO SECOND AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT

     This FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “ Fourth Amendment ”) is made as of this 8 day of September, 2009 by and among

      BANK OF AMERICA, N.A. (the “ Lender ”), a national banking association with offices at 100 Federal Street, Boston, Massachusetts 02110,

          and

      BAKERS FOOTWEAR GROUP, INC ., f/k/a Weiss and Neuman Shoe Co. (the “ Borrower ”), a Missouri corporation with its principal executive offices at 2815 Scott Avenue, Suite C, St. Louis, Missouri 63103, in consideration of the mutual covenants contained herein and benefits to be derived herefrom,

RECITALS :

     A. Reference is made to that certain Second Amended and Restated Loan and Security Agreement (as amended to date, the “ Loan Agreement ”) dated as of August 31, 2006 between the Borrower and the Lender.

     B. The Borrower and the Lender have agreed to amend the Loan Agreement on the terms and conditions set forth herein.

Accordingly, the Borrower and the Lender agree as follows:

1. Definitions . Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.

2. Amendments To Loan Agreement .

      2.1 The pricing grid set forth in the definition “ Applicable Margin ” shall be deleted in its entirety from Section 1 of the Loan Agreement and the following shall be substituted therefor:

      2.2 Section 2.13 of the Loan Agreement is hereby amended by deleting “0.50%” in the second line thereof and by substituting “0.75%” therefor.

3. Consent to PEMG Amendment . The Lender hereby consents to the terms of that certain Amendment No. 3 to Loan Documents by and among the Borrower, the lenders party thereto, and PEMG, as Agent attached hereto as Exhibit A (the “ PEMG Amendment ”), which PEMG Amendment amends the terms of the PEMG Financing. Except as set forth in this consent, all terms and conditions of the Subordination Agreement remain in full force and effect.

4. Additional Acknowledgments And Representations . As an inducement for the Lender to execute this Fourth Amendment, the Borrower hereby represents and warrants that as of the date hereof no Suspension Event has occurred and is continuing.

5. Ratification Of Loan Documents; No Claims Against Lender . Except as provided herein, all terms and conditions of the Loan Agreement and of the other Loan Documents remain in full force and effect. The Borrower hereby ratifies, confirms, and re-affirms all and singular the terms and conditions, including execution and delivery, of the Loan Documents. There is no basis nor set of facts on which any amount (or any portion thereof) owed by the Borrower to the Lender could be reduced, offset, waived, or forgiven, by rescission or otherwise; nor is there any claim, counterclaim, off set, or defense (or other right, remedy, or basis having a similar effect) available to the Borrower with regard to the Liabilities of the Borrower to the Lender; nor is there any basis on which the terms and conditions of any of the Liabilities of the Borrower to the Lender could be claimed to be other than as stated on the written instruments which evidence such Liabilities. To the extent that the Borrower has (or ever had) any such claims against the Lender, it hereby affirmatively WAIVES and RELEASES same.

6. Conditions To Effectiveness . This Fourth Amendment shall not be effective until each of the following conditions precedent have been fulfilled to the satisfaction of the Lender:

      6.1 This Fourth Amendment shall have been duly executed and delivered by the respective parties hereto, shall be in full force and effect and shall be in form and substance satisfactory to the Lender;

      6.2 All action on the part of the Borrower necessary for the valid execution, delivery and performance by the Borrower of this Fourth Amendment shall have been duly and effectively taken and evidence thereof satisfactory to the Lender shall have been provided to the Lender;

      6.3 The Borrower and PEMG shall have entered into the PEMG Amendment;

      6.4 The Borrower shall have paid to the Lender, for the account of the Lender, an amendment fee in an amount equal to $30,000. The amendment fee shall be fully earned by the Lender and due and payable on the date hereof by the Borrower to the Lender and shall not be subject to refund or rebate under any circumstances;

      6.5 The Borrower shall have paid to the Lender all other fees and expenses then due and owing pursuant to the Loan Agreement; and

      6.6 The Borrower shall have provided such additional instruments and documents to the Lender as the Lender and Lender’s counsel may have reasonably requested, each in form and substance satisfactory to the Lender.

7. Miscellaneous.

      7.1 This Fourth Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument.

      7.2 This Fourth Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify