0000950137-05-004376 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 13th, 2005 • Bakers Footwear Group Inc • Retail-shoe stores • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 8th day of April, 2005 by and among Bakers Footwear Group, Inc., a Missouri corporation (the “Company”), the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”), and Ryan Beck & Co.

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LOCK-UP LETTER AGREEMENT
Letter Agreement • April 13th, 2005 • Bakers Footwear Group Inc • Retail-shoe stores

Reference is made to that certain Purchase Agreement (the “Purchase Agreement”), dated March ___, 2005, among Bakers Footwear Group, Inc., a Missouri corporation (the “Company”), and the “Investors” party thereto relating to a proposed purchase by the Investors of up to 1,000,000 shares of the Company’s Common Stock (the “Offering”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.

PURCHASE AGREEMENT
Purchase Agreement • April 13th, 2005 • Bakers Footwear Group Inc • Retail-shoe stores • New York

[Disclosure Schedules, including Schedules 5.3, 5.5, 5.6, 5.8(a), 5.9, 5.10, 5.11, 5.12, 5.15, 5.16, 5.17, 5.18, 5.20, 5.26 and 5.27, Schedule II and address and contact information for Investors have been omitted. The Registrant undertakes to furnish supplementally a copy of such omitted schedules and information to the Commission upon request.]

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