Maxine Clark

Thirteenth Amendment to Loan Documents (May 2nd, 2013)

BUILD-A-BEAR WORKSHOP, INC. ("BABWI"), successor by merger to BUILD-A-BEAR WORKSHOP, LLC, BUILD-A-BEAR WORKSHOP FRANCHISE HOLDINGS, INC. ("BABWF"), BUILD-A-BEAR ENTERTAINMENT, LLC ("BABE"), BUILD-A-BEAR RETAIL MANAGEMENT, INC. ("BABRM"), jointly and severally (individually and collectively, the "Borrower"), and U.S. BANK NATIONAL ASSOCIATION ("Lender"), hereby agree as follows effective as of April 30, 2013 (the "Effective Date"):

Employment, Confidentiality and Noncompete Agreement (March 14th, 2013)

This Employment, Confidentiality and Noncompete Agreement ("Agreement") is made and entered into effective as of the 3rd day of December 2012, by and between Build-A-Bear Workshop, Inc., a Delaware corporation ("Company"), and Kenneth Wine ("Employee").

Twelfth Amendment to Loan Documents (February 14th, 2013)

BUILD-A-BEAR WORKSHOP, INC. ("BABWI"), successor by merger to BUILD-A-BEAR WORKSHOP, LLC, BUILD-A-BEAR WORKSHOP FRANCHISE HOLDINGS, INC. ("BABWF"), BUILD-A-BEAR ENTERTAINMENT, LLC ("BABE"), BUILD-A-BEAR RETAIL MANAGEMENT, INC. ("BABRM"), jointly and severally (individually and collectively, the "Borrower"), and U.S. BANK NATIONAL ASSOCIATION ("Lender"), hereby agree as follows effective as of February 13, 2013 (the "Effective Date"):

Consulting Agreement (January 31st, 2013)

This Consulting Agreement ("Agreement") is entered into by and between Maxine Clark ("Consultant") and Build-A-Bear Workshop, Inc. ("Company").

Retirement, Separation Agreement and General Release (January 31st, 2013)

This retirement, separation agreement and general release ("Agreement") is entered into by and between Maxine Clark ("Employee") and Build-A-Bear Workshop, Inc. ("Company").

Tenth Amendment to Loan Documents (July 26th, 2012)

BUILD-A-BEAR WORKSHOP, INC. ("BABWI"), successor by merger to BUILD-A-BEAR WORKSHOP, LLC, BUILD-A-BEAR WORKSHOP FRANCHISE HOLDINGS, INC. ("BABWF"), BUILD-A-BEAR ENTERTAINMENT, LLC ("BABE"), BUILD-A-BEAR RETAIL MANAGEMENT, INC. ("BABRM"), jointly and severally (individually and collectively, the "Borrower"), and U.S. BANK NATIONAL ASSOCIATION ("Lender"), hereby agree as follows effective as of June 30, 2012 (the "Effective Date"):

Ninth Amendment to Loan Documents (January 4th, 2012)

BUILD-A-BEAR WORKSHOP, INC. ("BABWI"), successor by merger to BUILD-A-BEAR WORKSHOP, LLC, BUILD-A-BEAR WORKSHOP FRANCHISE HOLDINGS, INC. ("BABWF"), BUILD-A-BEAR ENTERTAINMENT, LLC ("BABE"), BUILD-A-BEAR RETAIL MANAGEMENT, INC. ("BABRM"), jointly and severally (individually and collectively, the "Borrower"), and U.S. BANK NATIONAL ASSOCIATION ("Lender"), hereby agree as follows effective as of December 30, 2011 (the "Effective Date"):

Build-A-Bear Workshop, Inc. Restricted Stock & Non-Qualified Stock Option Agreement (March 28th, 2011)

This Agreement will certify that the employee named above ("Employee") is awarded the total number of restricted shares of common stock, $0.01 par value per share (the "Common Stock"), of Build-A-Bear Workshop, Inc. (the "Company") designated above (the "Restricted Stock"), and an option to purchase the number of shares of Company Common Stock designated above (the "Option"), pursuant to the Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan, as amended through the date hereof (the "Plan"), as of the date indicated above (the "Grant Date") and subject to the terms, conditions and restrictions in the Plan and those set forth below. Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to it in the Plan. Employee's electronic acceptance within 60 days on his/her personal Merrill Lynch account constitutes Employee's acceptance of this award and acknowledgement of Employee's agreement to all the terms, conditions and restrictions contained in the

Noncompete Agreement (March 28th, 2011)

This Second Amendment (the "Second Amendment") to the Employment, Confidentiality and Non-compete Agreement dated the 1st day of May, 2004 (the "Agreement") is made effective as of March 22, 2011, between BUILD-A-BEAR WORKSHOP, INC. ("Company") and MAXINE CLARK ("Employee" or "Ms. Clark").

Employment, Confidentiality and Noncompete Agreement (March 18th, 2010)

This Employment, Confidentiality and Noncompete Agreement (Agreement) is made and entered into effective as of the 10th day of January, 2007, by and between Build-A-Bear Workshop, Inc., a Delaware corporation (Company), and Dave Finnegan (Employee).

Seventh Amendment to Loan Documents (October 29th, 2009)

BUILD-A-BEAR WORKSHOP, INC. ("BABWI"), successor by merger to BUILD-A-BEAR WORKSHOP, LLC, BUILD-A-BEAR WORKSHOP FRANCHISE HOLDINGS, INC. ("BABWF"), BUILD-A-BEAR ENTERTAINMENT, LLC ("BABE"), BUILD-A-BEAR RETAIL MANAGEMENT, INC. ("BABRM"), jointly and severally (individually and collectively, the "Borrower"), and U.S. BANK NATIONAL ASSOCIATION ("Lender"), hereby agree as follows effective as of October 28, 2009 (the "Effective Date"):

Employment, Confidentiality and Noncompete Agreement (May 14th, 2009)

This Employment, Confidentiality and Noncompete Agreement (Agreement) is made and entered into effective as of the 16th day of March 2009, by and between Build-A-Bear Workshop, Inc., a Delaware corporation (Company), and John Haugh (Employee).

Build-A-Bear Workshop, Inc. Restricted Stock & Non-Qualified Stock Option Agreement (May 14th, 2009)

This Agreement will certify that the employee named above (Employee) is awarded the number of restricted shares of common stock, $0.01 par value per share (the Common Stock), of Build-A-Bear Workshop, Inc. (the Company) designated above (the Restricted Stock), and an option to purchase the number of shares of Company Common Stock designated above (the Option), pursuant to the Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan, as amended through the date hereof (the Plan), as of the date indicated above (the Grant Date) and subject to the terms, conditions and restrictions in the Plan and those set forth below. Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to it in the Plan. Employees electronic acceptance within 60 days on his/her personal Merrill Lynch account constitutes Employees acceptance of this award and acknowledgement of Employees agreement to all the terms, conditions and restrictions contained in the Plan and this Agreement.

Fourth Amended and Restated Revolving Credit Note (August 13th, 2008)

Capitalized terms used in this Note and not otherwise defined herein will have the same meanings given such terms in the Fourth Amended and Restated Loan Agreement dated as of the date hereof (as amended, restated or modified from time, the Loan Agreement) between Borrower and Lender. This Note amends and restates the Third Amended and Restated Revolving Credit Note issued by Borrower to Lender dated as of June 30, 2006.

Build-A-Bear Workshop, Inc. Restricted Stock Agreement (May 8th, 2008)

This Agreement will certify that the employee named above (Employee) is awarded the number of restricted shares of common stock, $0.01 par value per share (the Common Stock), of Build-A-Bear Workshop, Inc. (the Company), designated above (the Restricted Stock), pursuant to the Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan (the Plan), as of the date indicated above (the Grant Date) and subject to the terms, conditions and restrictions in the Plan and those set forth below. Any capitalized, but undefined, term used in this Agreement shall have the meaning ascribed to it in the Plan. Employees electronic acceptance within 14 days on his/her personal Merrill Lynch account constitutes Employees acceptance of this award and acknowledgement of Employees agreement to all the terms, conditions and restrictions contained in the Plan and this Agreement.

Employment, Confidentiality and Noncompete Agreement (January 18th, 2007)

This Employment, Confidentiality and Noncompete Agreement (Agreement) is made and entered into effective as of the 16th day of January, 2007, by and between Build-A-Bear Workshop, Inc., a Delaware corporation (Company), and Paul Bundonis (Employee).

Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan (August 1st, 2006)

WHEREAS, in accordance with Section 13 of the Plan, the Board of Directors of the Company or any duly appointed Committee thereof (Board) may at any time make such amendments or modifications to the Plan as it shall deem advisable; provided, however, that if and solely if such approval is required by applicable law, then to the extent such approval is so required, such amendment or modification shall be made subject to approval by the holders of Stock; and

Fifth Amendment to Loan Documents (July 10th, 2006)

BUILD-A-BEAR WORKSHOP, INC. (BABWI), successor by merger to BUILD-A-BEAR WORKSHOP, LLC, BUILD-A-BEAR WORKSHOP FRANCHISE HOLDINGS, INC. (BABWF), BUILD-A-BEAR ENTERTAINMENT, LLC (BABE), and BUILD-A-BEAR RETAIL MANAGEMENT, INC. (BABRM), and BUILD-A-BEAR WORKSHOP UK HOLDINGS LTD. (BABWUK), jointly and severally (individually and collectively, the "Borrower"), BUILD-A-BEAR WORKSHOP CANADA, LTD. (BABWC) and U.S. BANK NATIONAL ASSOCIATION, formerly known as FIRSTAR BANK, NATIONAL ASSOCIATION ("Lender"), hereby agree as follows effective as of June 30, 2006 (the "Effective Date"):

Third Amended and Restated Revolving Credit Note (July 10th, 2006)

Capitalized terms used in this Note and not otherwise defined herein will have the same meanings given such terms in the Third Amended and Restated Loan Agreement dated as of May 31, 2005 (as amended, restated or modified from time, the Loan Agreement) between Borrower and Lender. This Note amends and restates the Second Amended and Restated Revolving Credit Note issued by Borrower to Lender dated as of May 31, 2005.

First Amendment to Employment, Confidentiality and Noncompete Agreement (March 16th, 2006)

This First Amendment (the Amendment) to the Employment, Confidentiality and Non-compete Agreement dated the 1st day of May, 2004 (the Agreement) is made effective as of February 24, 2006, between BUILD-A-BEAR WORKSHOP, INC. (Company) and MAXINE CLARK (Employee or Ms. Clark).

Agreement for the Purchase of the Whole of the Issued Share Capital of the Bear Factory Limited Dated March 3 2006 the Hamleys Group Limited (Vendor) Build-A-Bear Workshop UK Holdings Limited (Purchaser) the Bear Factory Limited (Company) (March 16th, 2006)

(1) The Hamleys Group Limited (the Vendor) registered in England under no. 2352435 whose registered office is at 188-196 Regent Street London W1R 6BT; and (2) Build-A-Bear Workshop UK Holdings Limited (the Purchaser) registered in England under number 5651132 whose registered office is at St Stephens House, Arthur Road, Windsor, Berkshire, SL4 1RU; and (3) The Bear Factory Limited (the Company) registered in England under no. 4036762 whose registered office is at 188-196 Regent Street London W1R 6BT.

First Amendment to Employment, Confidentiality and Noncompete Agreement (March 16th, 2006)

This First Amendment (the Amendment) to the Employment, Confidentiality and Non-compete Agreement dated the 10th day of September, 2001 (the Agreement) is made effective as of February 24, 2006, between BUILD-A-BEAR WORKSHOP, INC. (Company) and TERESA KROLL (Employee or Ms. Kroll).

Real Estate Purchase Agreement (March 16th, 2006)

THIS REAL ESTATE PURCHASE AGREEMENT (Agreement) is executed as of the 19th day of December, 2005 (the Execution Date), by DUKE REALTY Ohio, an Indiana general partnership (Seller), and BUILD-A-BEAR WORKSHOP, INC., a Delaware corporation (Buyer).

The Parties Listed in Schedule 1 Build-A-Bear Workshop, Inc. Build-A-Bear Workshop UK Holdings Limited Andrew Mackay Sale and Purchase Agreement for Sale of the Entire Issued Share Capital of Amsbra Limited (March 16th, 2006)

(1) The persons listed in Part 2 of Schedule 1 (Seller); (2) Build-A-Bear Workshop, Inc., a corporation organised under the laws of the state of Delaware whose principal office is at 1954 Innerbelt Business Centre, St. Louis, MO 63114-5760, USA in its capacity as Guarantor (BABW); (3) Build-A-Bear Workshop UK Holdings Limited, a company incorporated in England and Wales under number 05651132 whose principal office is at St Stephens House, Arthur Road, Windsor, Berkshire SL4 1RU (Buyer); and (4) Andrew Mackay of 10 Roseberry Crescent, Edinburgh EH12 5JY (AM).

First Amendment to Employment, Confidentiality and Noncompete Agreement (March 16th, 2006)

This First Amendment (the Amendment) to the Employment, Confidentiality and Non-compete Agreement dated the 7th day of March, 2004 (the Agreement) is made effective as of February 24, 2006, between BUILD-A-BEAR WORKSHOP, INC. (Company) and TINA KLOCKE (Employee or Ms. Klocke).

Standard Form of Agreement Between Owner and Design-Builder AGREEMENT Made as of the 19th Day of December in the Year of 2005 (In Words, Indicate Day, Month and Year) BETWEEN the Owner: (Name, Address and Other Information) Build-A-Bear Workshop, Inc. A Delaware Corporation 1954 Innerbelt Business Center Drive St. Louis, MO 63114-5760 and the Design-Builder: (Name, Address and Other Information) Duke Construction Limited Partnership an Indiana Limited Partnership 5600 Blazer Parkway, Ste. 100 Dublin, OH 43017 for the Following Project: (Name, Location and Detailed Description) Build-A-Bear Dis (March 16th, 2006)

This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.

First Amendment to Employment, Confidentiality and Noncompete Agreement (March 16th, 2006)

This First Amendment (the Amendment) to the Employment, Confidentiality and Non-compete Agreement dated the 13th day of April, 2004 (the Agreement) is made effective as of February 24, 2006, between BUILD-A-BEAR WORKSHOP, INC. (Company) and BARRY ERDOS (Employee or Mr. Erdos).

First Amendment to Employment, Confidentiality and Noncompete Agreement (March 16th, 2006)

This First Amendment (the Amendment) to the Employment, Confidentiality and Non-compete Agreement dated the 7th day of March, 2004 (the Agreement) is made effective as of February 24, 2006, between BUILD-A-BEAR WORKSHOP, INC. (Company) and ROBERT SCOTT SEAY (Employee or Mr. Seay).

Second Amended and Restated Revolving Credit Note (October 3rd, 2005)

Capitalized terms used in this Note and not otherwise defined herein will have the same meanings given such terms in the Third Amended and Restated Loan Agreement of even date herewith (the Loan Agreement) between Borrower and Lender. This Note amends and restates the First Amended and Restated Revolving Credit Note issued by Borrower to Lender dated as of February 13, 2002.

First Amendment to Employment, Confidentiality and Noncompete Agreement (April 1st, 2005)

This First Amendment ( the Amendment) to the Employment, Confidentiality and Non-compete Agreement dated 9th July 2001 (the Agreement) is made effective as of the 28th day of March 2005, between BUILD-A-BEAR WORKSHOP, INC. (Company) and JOHN F. BURTELOW (Employee or Mr. Burtelow).

Contract (October 12th, 2004)

EXHIBIT 10.30.1 HYCEL PROPERTIES CO. HYCEL RETAIL GROUP 7817 Forsyth Blvd. St. Louis, MO 63105-3307 Telephone 314 721-4800 Facsimile 314 721-3663 [HYCEL PROPERTIES CO. LOGO] September 30, 2003 Ms. Maxine Clark Build-A-Bear Workshop 1954 Innerbelt Business Center Drive St. Louis, MO 93114 Dear Maxine: This letter, when countersigned by you will serve to amend our letter agreement dated October 16, 2002 as follows: Section 4.(a)(iii) shall be stricken in its entirety and the following verbiage shall be substituted: "For each lease executed by the Company, for a property in Canada, a fee of Five Thousand Dollars ($5,000.00

Contract (October 5th, 2004)

MILESTONES - -------------------------------------------------------------------------------------------- DESCRIPTION DATE - ---------------------------------------------------- ------------ DESIGN MILESTONES Complete & Submit 100% Schematic Design/Presentation 07/15/01 Complete & Submit 95% Construction Documents 07/15/01 Complete & Submit 100% Construction Documents 07/30/01 Final Design Approval 07/20/01 CITY REVIEWS 95% Review (95% CD) 7/15-7/30/01 Final Review (100% CD) 8/5-8/15/01 CONSTRUCTION MILESTONES Start Interior Constr

Contract (October 1st, 2004)

EXHIBIT 10.1.1 INCENTIVE STOCK OPTION AGREEMENT FOR ___________________ UNDER THE BUILD-A-BEAR WORKSHOP, INC. 2000 STOCK OPTION PLAN THIS AGREEMENT, made this 13th day of September, 2001, by and between Build-A-Bear Workshop, Inc., a Delaware corporation ("Company"), and Maxine Clark ("Optionee"), WITNESSETH THAT: WHEREAS, the Board of Directors of the Company ("Board of Directors") has adopted the Build-A-Bear Workshop, Inc. 2000 Stock Option Plan (the "Plan") pursuant to which options covering an aggregate of 1,374,074 shares of the Common Stock of the Company may be granted to employees of the Company, a parent or subsidiary, as such terms are defined in the Plan; and WHEREAS, Optionee is now an employee of the Company, a parent or a subsidiary; and WHEREAS, the Company desires to grant to Optionee the option to purchase certain

Contract (October 1st, 2004)

Contract (September 20th, 2004)

EXHIBIT 10.7 EMPLOYMENT, CONFIDENTIALITY AND NONCOMPETE AGREEMENT This Employment, Confidentiality and Noncompete Agreement ("Agreement") is made and entered into effective as of the 9th day of July, 2001, by and between Build-A-Bear Workshop, Inc., a Delaware corporation ("Company"), and John F. Burtelow ("Employee"). WHEREAS, Company desires to employ and Employee desires to be employed as the Chief Banking Officer of Company. WHEREAS, Company is engaged in, among other things, the business of production, marketing, promotion and distribution of stuffed animals, clothing, accessories and similar items, including without limitation, the ownership, management, franchising, leasing and development of retail stores in which the basic operation is the selling of such items. The Company is headquartered and its principal place of business are located in, and this Agreement is being signed in, St. Louis, Missouri. WHEREAS, Company conducts business