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                                                                  EXECUTION COPY

                                7,482,000 SHARES

                           BUILD-A-BEAR WORKSHOP, INC.

                                  COMMON STOCK

                             UNDERWRITING AGREEMENT

                                                                October 27, 2004

CREDIT SUISSE FIRST BOSTON LLC
    Eleven Madison Avenue,
    New York, N.Y. 10010-3629
CITIGROUP GLOBAL MARKETS INC.
    388 Greenwich Street,
    New York, New York, 10013
  As Representatives of the Several Underwriters,

Dear Sirs:

         1. Introductory. Build-A-Bear Workshop, Inc., a Delaware corporation
("COMPANY"), proposes to issue and sell 1,500,000 shares of its common stock
("SECURITIES") and the stockholders listed in Schedule A hereto ("SELLING
STOCKHOLDERS") propose severally to sell an aggregate of 5,982,000 outstanding
shares of the Securities (such 7,482,000 shares of Securities being hereinafter
referred to as the "FIRM SECURITIES"). Certain Selling Stockholders also propose
to sell to the Underwriters named in Schedule B hereto ("UNDERWRITERS"), at the
option of the Underwriters, an aggregate of not more than 1,122,300 additional
outstanding shares of the Company's Securities, as set forth below (such
1,122,300 additional shares being hereinafter referred to as the "OPTIONAL
SECURITIES"). The Firm Securities and the Optional Securities are herein
collectively called the "OFFERED SECURITIES". As part of the offering
contemplated by this Agreement, Citigroup Global Markets Inc. has agreed to
reserve out of the Firm Securities set forth opposite its name on the Schedule B
hereto, up to 374,100 shares, for sale to parties who are not directors,
officers, or employees of the Company (collectively, "PARTICIPANTS"), as set
forth in the Prospectus under the heading "Underwriting" (the "DIRECTED SHARE
PROGRAM"). The Firm Securities to be sold by Citigroup Global Markets Inc.
pursuant to the Directed Share Program (the "DIRECTED SHARES") will be sold by
Citigroup Global Markets Inc. pursuant to this Agreement at the public offering
price. Any Directed Shares not orally confirmed for purchase by any Participants
by 8:00 A.M. New York City time on the business day following the date on which
this Agreement is executed will be offered to the public by the Underwriters as
set forth in the Prospectus. CSFB and Citigroup Global Markets Inc. are acting
as representatives (together, the "REPRESENTATIVES") of the several
Underwriters. The Company and the Selling Stockholders hereby agree with the
several Underwriters as follows:

         2. Representations and Warranties of the Company and the Selling
Stockholders. (a) The Company represents and warrants to, and agrees with, the
several Underwriters that:

                  (i) A registration statement (No. 333-118142) relating to the
         Offered Securities, including a form of prospectus, has been filed with
         the Securities and Exchange Commission ("COMMISSION") and either (A)
         has been declared effective under the Securities Act of 1933 ("ACT")
         and is not proposed to be amended or (B) is proposed to be amended by
         amendment or post-effective amendment. If such registration statement
         (the "INITIAL REGISTRATION STATEMENT") has been declared effective,
         either (A) an additional registration statement (the "ADDITIONAL
         REGISTRATION STATEMENT") relating to the Offered Securities may have
         been filed with the Commission pursuant to Rule 462(b) ("RULE 462(B)")
         under the Act and, if so filed, has become effective upon filing
         pursuant to such Rule and the Offered Securities all have been duly
         registered under the Act pursuant to the initial registration statement
         and, if applicable, the additional

         registration statement or (B) such an additional registration statement
         is proposed to be filed with the Commission pursuant to Rule 462(b) and
         will become effective upon filing pursuant to such Rule and upon such
         filing the Offered Securities will all have been duly registered under
         the Act pursuant to the initial registration statement and such
         additional registration statement. If the Company does not propose to
         amend the initial registration statement or if an additional
         registration statement has been filed and the Company does not propose
         to amend it, and if any post-effective amendment to either such
         registration statement has been filed with the Commission prior to the
         execution and delivery of this Agreement, the most recent amendment (if
         any) to each such registration statement has been declared effective by
         the Commission or has become effective upon filing pursuant to Rule
         462(c) ("RULE 462(C)") under the Act or, in the case of the additional
         registration statement, Rule 462(b). For purposes of this Agreement,
         "EFFECTIVE TIME" with respect to the initial registration statement or,
         if filed prior to the execution and delivery of this Agreement, the
         additional registration statement means (A) if the Company has advised
         the Representatives that it does not propose to amend such registration
         statement, the date and time as of which such registration statement,
         or the most recent post-effective amendment thereto (if any) filed
         prior to the execution and delivery of this Agreement, was declared
         effective by the Commission or has become effective upon filing
         pursuant to Rule 462(c), or (B) if the Company has advised the
         Representatives that it proposes to file an amendment or post-effective
         amendment to such registration statement, the date and time as of which
         such registration statement, as amended by such amendment or
         post-effective amendment, as the case may be, is declared effective by
         the Commission. If an additional registration statement has not been
         filed prior to the execution and delivery of this Agreement but the
         Company has advised the Representatives that it proposes to file one,
         "EFFECTIVE TIME" with respect to such additional registration statement
         means the date and time as of which such registration statement is
         filed and becomes effective pursuant to Rule 462(b). "EFFECTIVE DATE"
         with respect to the initial registration statement or the additional
         registration statement (if any) means the date of the Effective Time
         thereof. The initial registration statement, as amended at its
         Effective Time, including all information contained in the additional
         registration statement (if any) and deemed to be a part of the initial
         registration statement as of the Effective Time of the additional
         registration statement pursuant to the General Instructions of the Form
         on which it is filed and including all information (if any) deemed to
         be a part of the initial registration statement as of its Effective
         Time pursuant to Rule 430A(b) ("RULE 430A(B)") under the Act, is
         hereinafter referred to as the "INITIAL REGISTRATION STATEMENT". The
         additional registration statement, as amended at its Effective Time,
         including the contents of the initial registration statement
         incorporated by reference therein and including all information (if
         any) deemed to be a part of the additional registration statement as of
         its Effective Time pursuant to Rule 430A(b), is hereinafter referred to
         as the "ADDITIONAL REGISTRATION STATEMENT". The Initial Registration
         Statement and the Additional Registration Statement are hereinafter
         referred to collectively as the "REGISTRATION STATEMENTS" and
         individually as a "REGISTRATION STATEMENT". The form of prospectus
         relating to the Offered Securities, as first filed with the Commission
         pursuant to and in accordance with Rule 424(b) ("RULE 424(B)") under
         the Act or (if no such filing is required) as included in a
         Registration Statement, is hereinafter referred to as the "PROSPECTUS".
         No document has been or will be prepared or distributed in reliance on
         Rule 434 under the Act.

                  (ii) If the Effective Time of the Initial Registration
         Statement is prior to the execution and delivery of this Agreement: (A)
         on the Effective Date of the Initial Registration Statement, the
         Initial Registration Statement conformed in all material respects to
         the requirements of the Act and the rules and regulations of the
         Commission ("RULES AND REGULATIONS") and did not include any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, (B) on the Effective Date of the Additional
         Registration Statement (if any), each Registration Statement conformed
         or will conform, in all respects to the requirements of the Act and the
         Rules and Regulations and did not include, or will not include, any
         untrue statement of a material fact and did not omit, or will not omit,
         to state any material fact required to be stated therein or necessary
         to make the statements therein not misleading, and (C) on the date of
         this Agreement, the Initial Registration Statement and, if the
         Effective Time of the Additional Registration Statement is prior to the
         execution and delivery of this Agreement, the Additional Registration
         Statement each conforms, and at the time of filing of

                                       2

         the Prospectus pursuant to Rule 424(b) or (if no such filing is
         required) at the Effective Date of the Additional Registration
         Statement in which the Prospectus is included, each Registration
         Statement and the Prospectus will conform, in all material respects to
         the requirements of the Act and the Rules and Regulations, and neither
         of such documents includes, or will include, any untrue statement of a
         material fact or omits, or will omit, to state any material fact
         required to be stated therein or necessary to make the statements
         therein, and, in the case of the Prospectus, in light of the
         circumstances under which they were made, not misleading. If the
         Effective Time of the Initial Registration Statement is subsequent to
         the execution and delivery of this Agreement: on the Effective Date of
         the Initial Registration Statement, the Initial Registration Statement
         and the Prospectus will conform in all material respects to the
         requirements of the Act and the Rules and Regulations, neither of such
         documents will include any untrue statement of a material fact or will
         omit to state any material fact required to be stated therein or
         necessary to make the statements therein, and in the case of the
         Prospectus, in light of the circumstances under which they were made,
         not misleading, and no Additional Registration Statement has been or
         will be filed. The two preceding sentences do not apply to statements
         in or omissions from a Registration Statement or the Prospectus based
         upon written information furnished to the Company by any Underwriter
         through or on behalf of the Representatives specifically for use
         therein, it being understood and agreed that the only such information
         is that described as such in Section 7(c) hereof.

                  (iii) The Company has been duly incorporated and is an
         existing corporation in good standing under the laws of the State of
         Delaware, with power and authority (corporate and other) to own its
         properties and conduct its business as described in the Prospectus; and
         the Company is duly qualified to do business as a foreign corporation
         in good standing in all other jurisdictions in which its ownership or
         lease of property or the conduct of its business requires such
         qualification, except where the lack thereof would not individually or
         in the aggregate have a material adverse effect on the condition
         (financial or other), business, properties or results of operations of
         the Company and its Subsidiaries taken as a whole (a "MATERIAL ADVERSE
         EFFECT").

                  (iv) Shirts Illustrated, L.L.C., Build-A-Bear Entertainment,
         LLC, Build-A-Bear Workshop Franchise Holdings, Inc., Build-A-Bear
         Workshop Canada Ltd. and Build-A-Bear Retail Management, Inc. (each a
         "SUBSIDIARY" and collectively, the "SUBSIDIARIES") are the only
         subsidiaries of the Company, each has been duly organized or
         incorporated and is a validly existing limited liability company or
         corporation in good standing under the laws of the jurisdiction of its
         organization or incorporation, with power and authority to own, lease
         and operate its properties and conduct its business as described in the
         Prospectus; and each of the Subsidiaries is duly qualified to do
         business as a foreign limited liability company or corporation and is
         in good standing in all other jurisdictions in which its ownership or
         lease of property or the conduct of its businesses requires such
         qualification, except where the failure to be so qualified or in good
         standing would not individually or in the aggregate have a Material
         Adverse Effect; all of the issued and outstanding membership interests
         or shares of the Subsidiaries have been validly issued and the
         membership interests or shares owned by the Company are free from
         liens, encumbrances and defects; no options, warrants or other rights
         to purchase, agreements or other obligations to issue or rights to
         convert or exchange any obligations into membership, share or other
         ownership interests in its Subsidiaries are outstanding; any operating
         agreement pursuant to which the Company may hold its membership
         interests or shares in its Subsidiaries is in full force and effect and
         constitute a valid and legally binding agreement of the parties
         thereto, enforceable against such parties in accordance with the terms
         thereof, subject to bankruptcy, insolvency, fraudulent transfer,
         reorganization, moratorium and similar laws of general applicability
         relating to or affecting creditors' rights and to general equity
         principles; and there has been no material breach of or default under,
         and no event which with notice or lapse of time or both would
         constitute a material breach of or default under, any such operating
         agreement by the Company or its Subsidiaries. The Company has no
         Subsidiary that is a "significant subsidiary" as such term is defined
         in Rule 1-02(w) of Regulation S-X under the Act.

                  (v) The Offered Securities and all other outstanding shares of
         capital stock of the Company have been duly authorized and have been
         (or, in the case of the Offered Securities, when

                                       3

         issued in accordance with the terms of this Agreement, will be) validly
         issued, fully paid and nonassessable and conform, in all material
         respects, to the description thereof contained in the Prospectus; none
         of the outstanding shares of capital stock of the Company was issued in
         violation of the preemptive or other similar rights of any security
         holder of the Company; except as disclosed in the Prospectus, as of the
         date specified therein, there were no outstanding (A) securities or
         obligations of the Company or any of its Subsidiaries convertible into
         or exchangeable for any capital stock of the Company, (B) warrants,
         rights or options to subscribe for or purchase from the Company or any
         such Subsidiaries any such capital stock or any such convertible or
         exchangeable securities or obligations, or (C) obligations of the
         Company or any such Subsidiaries to issue any shares of such capital
         stock, any such convertible or exchangeable securities or obligations,
         or any such warrants, rights or options and the stockholders of the
         Company have no preemptive rights with respect to the Securities.

                  (vi) Except as disclosed in the Prospectus, there are no
         contracts, agreements or understandings between the Company and any
         person that would give rise to a valid claim against the Company or any
         Underwriter for a brokerage commission, finder's fee or other like
         payment in connection with this offering.

                  (vii) Except as disclosed in the Prospectus, there are no
         contracts, agreements or understandings between the Company and any
         person granting such person the right to require the Company to file a
         registration statement under the Act with respect to any securities of
         the Company owned or to be owned by such person or to require the
         Company to include such securities in the securities registered
         pursuant to a Registration Statement or in any securities being
         registered pursuant to any other registration statement filed by the
         Company under the Act.

                  (viii) The Securities have been approved for listing subject
         to notice of issuance on the New York Stock Exchange.

                  (ix) No consent, approval, authorization, or order of, or
         filing with, any governmental or regulatory agency or body or any court
         is required to be obtained or made by the Company for the consummation
         of the transactions contemplated by this Agreement in connection with
         the sale of the Offered Securities, except such as have been obtained
         and made under (A) the Act, (B) any additional Registration Statements,
         (C) the final prospectus to be filed pursuant to Rule 424(b) and (D)
         and such as may be required under state securities laws and the rules
         of the National Association of Securities Dealers, Inc. ("NASD").

                  (x) The execution, delivery and performance of this Agreement,
         and the consummation of the transactions herein contemplated will not
         result in a breach or violation of any of the terms and provisions of,
         or constitute a default under, (A) any statute, any rule, regulation or
         order of any governmental agency or body or any court, domestic or
         foreign, having jurisdiction over the Company or its Subsidiaries or
         any of their properties, (B) or any contract, mortgage, deed of trust,
         loan or credit agreement, lease or other agreement or instrument to
         which the Company or any Subsidiary is a party or by which the Company
         or any such Subsidiary is bound or to which any of the properties of
         the Company or its Subsidiaries is subject, or (C) the charter or
         by-laws of the Company or the articles of incorporation or the
         operating agreement of any such Subsidiary, except in the case of (A)
         and (B) where such breach, violation or default would not (1)
         individually or in the aggregate have a Material Adverse Effect and (2)
         affect the execution, delivery and performance of this Agreement, and
         the consummation of the transactions herein contemplated.

                  (xi) This Agreement has been duly authorized, executed and
         delivered by the Company.

                  (xii) Except as disclosed in the Prospectus, the Company and
         its Subsidiaries have good and marketable title to all material real
         properties and valid title to all other material properties and assets
         owned by them, in each case free from liens, encumbrances and defects
         that would materially affect the value thereof or materially interfere
         with the use made or to be made

                                       4

         thereof by them; and except as disclosed in the Prospectus, the Company
         and its Subsidiaries hold any leased real or personal property under
         valid and enforceable material leases with no exceptions that would
         materially interfere with the use made or to be made thereof by them.

                  (xiii) The Company and its Subsidiaries possess adequate
         certificates, authorities or permits issued by appropriate governmental
         agencies or bodies necessary to conduct the business now operated by
         them, except where the lack thereof would not individually or in the
         aggregate have a Material Adverse Effect, and have not received any
         notice of proceedings relating to the revocation or modification of any
         such certificate, authority or permit that, if determined adversely to
         the Company or its Subsidiaries, would individually or in the aggregate
         have a Material Adverse Effect.

                  (xiv) No labor dispute with the employees of the Company or
         its Subsidiaries exists or, to the knowledge of the Company, is
         imminent that is reasonably expected to have a Material Adverse Effect.

                  (xv) The Company and its Subsidiaries own, possess or can
         acquire on reasonable terms, adequate trademarks, trade names and other
         rights to inventions, know-how, patents, copyrights, confidential
         information and other intellectual property (collectively,
         "INTELLECTUAL PROPERTY RIGHTS") necessary to conduct the business now
         operated by them, or presently employed by them, and have not received
         any notice of infringement of or conflict with asserted rights of
         others with respect to any intellectual property rights that is
         reasonably expected to individually or in aggregate have a Material
         Adverse Effect.

                  (xvi) Except as disclosed in the Prospectus, neither the
         Company nor its Subsidiaries is in violation of any statute, any rule,
         regulation, decision or other of any governmental agency or body or any
         court, domestic or foreign, relating to the use, disposal or release of
         hazardous or toxic substances or relating to the protection or
         restoration of the environment or human exposure to hazardous or toxic
         substances (collectively, "ENVIRONMENTAL LAWS"), owns or operates any
         real property contaminated with any substance that is subject to any
         environmental laws, is liable for any off-site disposal or
         contamination pursuant to any environmental laws, or is subject to any
         claim relating to any environmental laws, which violation,
         contamination, liability or claim would individually or in the
         aggregate have Material Adverse Effect; and the Company is not aware of
         any pending investigation which might lead to such a claim.

                  (xvii) Except as disclosed in the Prospectus, there are no
         pending actions, suits or proceedings against or affecting the Company,
         its Subsidiaries or any of their respective properties that are
         reasonably expected to individually or in the aggregate have a Material
         Adverse Effect, or to materially and adversely affect the ability of
         the Company to perform its obligations under this Agreement, or which
         are otherwise material in the context of the sale of the Offered
         Securities; and no such actions, suits or proceedings are threatened
         or, to the Company's knowledge, contemplated.

                  (xviii) The financial statements included in each Registration
         Statement and the Prospectus present fairly the financial position of
         the Company and its Subsidiaries as of the dates shown and their
         results of operations and cash flows for the periods shown, and such
         financial statements have been prepared in conformity with the
         generally accepted accounting principles ("GAAP") in the United States
         applied on a consistent basis.

                  (xix) Except as disclosed in the Prospectus, since the date of
         the latest audited financial statements included in the Prospectus
         there has been no material adverse change, nor any development or event
         involving a prospective material adverse change, in the condition
         (financial or other), business, properties or results of operations of
         the Company and its Subsidiaries taken as a whole, and, except as
         disclosed in or contemplated by the Prospectus, there has been no
         dividend or distribution of any kind declared, paid or made by the
         Company on any class of its capital stock.

                                       5

                  (xx) The Company is not and, after giving effect to the
         offering and sale of the Offered Securities and the application of the
         proceeds thereof as described in the Prospectus, will not be an
         "investment company" as defined in the Investment Company Act of 1940.

                  (xxi) The Company and its Subsidiaries are insured by insurers
         of recognized financial responsibility against such losses and risks
         and in such amounts as are prudent and customary in the business in
         which they are engaged, except for insurance policies the absence of
         which would not result in a Material Adverse Effect; and neither the
         Company nor its Subsidiaries has been refused any insurance coverage
         sought or applied for and neither the Company nor its Subsidiaries has
         any reason to believe that it will not be able to renew its existing
         insurance coverage as and when such coverage expires or to obtain
         similar coverage from similar insurers as may be necessary to continue
         their business at a cost that would not have a Material Adverse Effect.

                  (xxii) The books, records and accounts of the Company and its
         Subsidiaries accurately and fairly reflect, in reasonable detail, the
         transactions in, and dispositions of, the assets of, and the results of
         the operations of, the Company and its Subsidiaries. The Company and
         its Subsidiaries maintain a system of internal accounting controls
         sufficient to provide reasonable assurance that (A) transactions are
         executed in accordance with management's general or specific
         authorization; (B) transactions are recorded as necessary to permit
         preparation of financial statements in conformity with GAAP, and to
         maintain accountability for assets; (C) access to assets is permitted
         only in accordance with management's general or specific authorization;
         and (D) the recorded accountability for assets is compared with the
         existing assets at reasonable intervals and appropriate action is taken
         with respect to any differences. The Company has not made, and, to the
         knowledge of the Company, no employee or agent of the Company has made,
         any payment of the Company's funds or received or retained any funds in
         violation of any applicable law, regulation or rule.

                  (xxiii) No relationship, direct or indirect, exists between or
         among any of the Company or any affiliate of the Company, on the one
         hand, and any director, officer, stockholder, customer, supplier or any
         of them on the other hand, which is required by the Act or the
         applicable published Rules and Regulations thereunder to be described
         in the Registration Statement or the Prospectus and which is not so
         described or is not described as required.

                  (xxiv) The Company and its officers and directors are, or upon
         becoming subject to the Exchange Act will be, in compliance in all
         material respects with applicable provisions of the Sarbanes-Oxley Act
         of 2002 and the rules and regulations promulgated in connection
         therewith (the "SARBANES-OXLEY ACT") that are effective and are
         actively taking steps to provide reasonable assurance that they will be
         in compliance in all material respects with other applicable provisions
         of the Sarbanes-Oxley Act upon the effectiveness of such provisions
         including, but not limited to, Section 402 related to loans and
         Sections 302 and 906 related to certifications.

                  (xxv) Neither the Company or its Subsidiaries, nor, to the
         best of the Company's knowledge after due inquiry, any director,
         officer, employee, agent or other person acting on behalf of the
         Company or its Subsidiaries has, in the course of his or her actions
         for, or on behalf of, the Company or its Subsidiaries, (a) used any
         corporate funds for any unlawful contribution, gift, entertainment or
         other unlawful expense relating to political activity or made any
         direct or indirect unlawful payment to any foreign or domestic
         government official or employee from corporate funds, or (b) violated,
         or is in violation of any provision of the Foreign Corrupt Practices
         Act of 1977, as amended, or made any bribe, rebate, payoff, influence
         payment, kickback or other unlawful payment.

                  (xxvi) The Company has not offered, or caused the Underwriters
         to offer, Securities to any person pursuant to the Directed Share
         Program with the specific intent to unlawfully influence (i) a customer
         or supplier of the Company to alter the customer's or supplier's level
         or type of business with the Company, or (ii) a trade journalist or
         publication to write or publish favorable information about the Company
         or its products.

                                        6

         (b) Each Selling Stockholder severally and not jointly represents and
warrants to, and agrees with, the several Underwriters that:

                  (i) If such Selling Stockholder is a corporation or a limited
         liability company, such selling stockholder has been duly incorporated
         or organized, as the case may be, and is validly existing as a
         corporation or limited liability company, as the case may be, in good
         standing under the laws of the jurisdiction of its incorporation or
         organization, as the case may be.

                  (ii) Such Selling Stockholder has and on each Closing Date
         hereinafter mentioned will have valid and unencumbered title to the
         Offered Securities to be delivered by such Selling Stockholder on such
         Closing Date and full right, power and authority to enter into this
         Agreement and to sell, assign, transfer and deliver the Offered
         Securities to be delivered by such Selling Stockholder on such Closing
         Date hereunder; and upon the delivery of and payment for the Offered
         Securities on each Closing Date hereunder the several Underwriters will
         acquire valid and unencumbered title to the Offered Securities to be
         delivered by such Selling Stockholder on such Closing Date.

                  (iii) Except as disclosed in the Prospectus, there are no
         contracts, agreements or understandings between such Selling
         Stockholder and any person that would give rise to a valid claim
         against such Selling Stockholder or any Underwriter for a brokerage
         commission, finder's fee or other like payment in connection with this
         offering.

         (c) Each senior executive selling stockholder named in Schedule D
hereto (each a "SENIOR EXECUTIVE SELLING STOCKHOLDER"), severally and not
jointly, represents and warrants to, and agrees with, the several Underwriters
that:

                  (i) If the Effective Time of the Initial Registration
         Statement is prior to the execution and delivery of this Agreement: (A)
         on the Effective Date of the Initial Registration Statement, the
         Initial Registration Statement conformed in all material respects to
         the requirements of the Act and the Rules and Regulations and did not
         include any untrue statement of a material fact or omit to state any
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, (B) on the Effective Date of the
         Additional Registration Statement (if any), each Registration Statement
         conformed, or will conform, in all material respects to the
         requirements of the Act and the Rules and Regulations and did not
         include, or will not include, any untrue statement of a material fact
         and did not omit, or will not omit, to state any material fact required
         to be stated therein or necessary to make the statements therein not
         misleading, and (C) on the date of this Agreement, the Initial
         Registration Statement and, if the Effective Time of the Additional
         Registration Statement is prior to the execution and delivery of this
         Agreement, the Additional Registration Statement each conforms, and at
         the time of filing of the Prospectus pursuant to Rule 424(b) or (if no
         such filing is required) at the Effective Date of the Additional
         Registration Statement in which the Prospectus is included, each
         Registration Statement and the Prospectus will conform, in all material
         respects to the requirements of the Act and the Rules and Regulations,
         and neither of such documents includes, or will include, any untrue
         statement of a material fact or omits, or will omit, to state any
         material fact required to be stated therein or necessary to make the
         statements therein, and, in the case of the Prospectus, in light of the
         circumstances under which they were made, not misleading. If the
         Effective Time of the Initial Registration Statement is subsequent to
         the execution and delivery of this Agreement: on the Effective Date of
         the Initial Registration Statement, the Initial Registration Statement
         and the Prospectus will conform in all material respects to the
         requirements of the Act and the Rules and Regulations, neither of such
         documents will include any untrue statement of a material fact or will
         omit to state any material fact required to be stated therein or
         necessary to make the statements therein, and in the case of the
         Prospectus, in light of the circumstances under which they were made,
         not misleading, and no Additional Registration Statement has been or
         will be filed. The two preceding sentences do not apply to statements
         in or omissions from a Registration Statement or the Prospectus based
         upon written information furnished to the Company by any Underwriter
         through the Representatives

                                       7

         specifically for use therein, it being understood and agreed that the
         only such information is that described as such in Section 7(c) hereof.

         (d) Each Selling Stockholder named in Schedule E hereto (each an "OTHER
SELLING STOCKHOLDER"), severally and not jointly, represents and warrants to,
and agrees with, the several Underwriters that:

                  (i) Such Other Selling Stockholder other than Hycel Partners
         V, L.L.C., Tom Holley, Wayne L. Smith II, Bush O'Donnell Smith Capital
         Services, L.L.C. and Christiane Ebsworth Ladd has no knowledge of any
         material fact, condition or information not disclosed in the Prospectus
         or any supplement thereto which has adversely affected or may adversely
         affect the business of the Company or any of its subsidiaries.

                  (ii) The sale of Securities by such Other Selling Stockholder
         pursuant hereto is not prompted by any information concerning the
         Company or any of its subsidiaries which is not set forth in the
         Prospectus or any supplement thereto.

                  (iii) In respect of any statements in or omissions from the
         Registration Statement or the Prospectus or any supplements thereto
         made in reliance upon and in conformity with information furnished in
         writing to the Company by any Selling Stockholder specifically for use
         in connection with the preparation thereof, such Other Selling
         Stockholder hereby makes the same representations and warranties to
         each Underwriter as the Company makes to such Underwriter under
         paragraph (a)(ii) of this Section other than with respect to each
         Registration Statement's compliance with the requirements of the Act
         and the Rules and Regulations.

         3. Purchase, Sale and Delivery of Offered Securities. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Company and each Selling
Stockholder agree, severally and not jointly, to sell to each Underwriter, and
each Underwriter agrees, severally and not jointly, to purchase from the Company
and each Selling Stockholder, at a purchase price of $18.60 per share, that
number of Firm Securities (rounded up or down, as determined by the
Representatives in their discretion, in order to avoid fractions) obtained by
multiplying 1,500,000 Firm Securities in the case of the Company and the number
of Firm Securities set forth opposite the name of such Selling Stockholder in
Schedule A hereto, in the case of a Selling Stockholder, in each case by a
fraction the numerator of which is the number of Firm Securities set forth
opposite the name of such Underwriter in Schedule B hereto and the denominator
of which is the total number of Firm Securities.

         Certificates in negotiable form for the Offered Securities to be sold
by the Selling Stockholders hereunder have been placed in custody, for delivery
under this Agreement, under Custody Agreements ("CUSTODY AGREEMENTS") made with
Mellon Investor Services LLC, as custodian ("CUSTODIAN"). Each Selling
Stockholder agrees that the shares represented by the certificates held in
custody for the Selling Stockholders under such Custody Agreements are subject
to the interests of the Underwriters hereunder, that the arrangements made by
the Selling Stockholders for such custody are to that extent irrevocable, and
that the obligations of the Selling Stockholders hereunder shall not be
terminated by operation of law, whether by the death of any individual Selling
Stockholder or the occurrence of any other event, or in the case of a trust, by
the death of any trustee or trustees or the termination of such trust. If any
individual Selling Stockholder or any such trustee or trustees should die, or if
any other such event should occur, or if any of such trusts should terminate,
before the delivery of the Offered Securities hereunder, certificates for such
Offered Securities shall be delivered by the Custodian in accordance with the
terms and conditions of this Agreement as if such death or other event or
termination had not occurred, regardless of whether or not the Custodian shall
have received notice of such death or other event or termination.

         The Company and the Custodian will deliver the Firm Securities to the
Representatives for the accounts of the Underwriters, at the offices of Shearman
& Sterling LLP, New York, against payment of the purchase price in Federal (same
day) funds by official bank check or checks or wire transfer to an account at a
bank acceptable to the Representatives drawn to the order of Build-A-Bear
Workshop, Inc. in the case of 1,500,000 shares of Firm Securities and November
2, 2004 in the case of 5,982,000 shares of Firm

                                       8

Securities, at the offices of Shearman & Sterling LLP, New York, at 8:30 A.M.,
New York time, on November 2, 2004 , or at such other time not later than seven
full business days thereafter as the Representatives and the Company determine,
such time being herein referred to as the "FIRST CLOSING DATE". For purposes of
Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the
otherwise applicable settlement date) shall be the settlement date for payment
of funds and delivery of securities for all the Offered Securities sold pursuant
to the offering. The certificates for the Firm Securities so to be delivered
will be in definitive form, in such denominations and registered in such names
as the Representatives request and will be made available for checking and
packaging at the above offices of Shearman & Sterling LLP at least 24 hours
prior to the First Closing Date.

         In addition, upon notice from the Representatives given to the Company
and the Selling Stockholders from time to time and not more than 30 days
subsequent to the date of the Prospectus, the Underwriters may purchase all or
less than all of the Optional Securities at the purchase price per Security to
be paid for the Firm Securities. Certain Selling Stockholders agree to sell to
the Underwriters the respective numbers of Optional Securities obtained by
multiplying the number of Optional Securities specified in such notice by a
fraction the numerator of which number of shares set forth opposite the names of
such Selling Stockholders in Schedule A hereto under the caption "Number of
Optional Securities to be Sold" in the case of the Selling Stockholders and the
denominator of which is the total number of Optional Securities (subject to
adjustment by the Representatives to eliminate fractions). Such Optional
Securities shall be purchased from each specified Selling Stockholder for the
account of each Underwriter in the same proportion as the number of Firm
Securities set forth opposite such Underwriter's name bears to the total number
of Firm Securities (subject to adjustment by the Representatives to eliminate
fractions) and may be purchased by the Underwriters only for the purpose of
covering over-allotments made in connection with the sale of the Firm
Securities. No Optional Securities shall be sold or delivered unless the Firm
Securities previously have been, or simultaneously are, sold and delivered. The
right to purchase the Optional Securities or any portion thereof may be
exercised from time to time and to the extent not previously exercised may be
surrendered and terminated at any time upon notice by the Representatives to the
Company and the Selling Stockholders.

         Each time for the delivery of and payment for the Optional Securities,
being herein referred to as an "OPTIONAL CLOSING DATE", which may be the First
Closing Date (the First Closing Date and each Optional Closing Date, if any,
being sometimes referred to as a "CLOSING DATE"), shall be determined by the
Representatives but, after the First Closing Date, shall be not earlier than
three full business days, and not later than ten full business days after
written notice of election to purchase Optional Securities is given. The
Custodian will deliver the Optional Securities being purchased on each Optional
Closing Date to the Representatives for the accounts of the several
Underwriters, at the offices of Shearman & Sterling LLP, New York, against
payment of the purchase price therefor in Federal (same day) funds by official
bank check or checks or wire transfer to an account at a bank acceptable to the
Representatives drawn to the order of Mellon Investor Services LLC in the case
of 1,122,300 Optional Securities at the above offices of Shearman & Sterling
LLP. The certificates for the Optional Securities being purchased on each
Optional Closing Date will be in definitive form, in such denominations and
registered in such names as the Representatives request upon reasonable notice
prior to such Optional Closing Date and will be made available for checking and
packaging at the above offices of Shearman & Sterling LLP at a reasonable time
in advance of such Optional Closing Date.

         4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus.

         5. Certain Agreements of the Company and the Selling Stockholders. The
Company agrees with the several Underwriters and the Selling Stockholders that:

                  (a) If the Effective Time of the Initial Registration
         Statement is prior to the execution and delivery of this Agreement, the
         Company will file the Prospectus with the Commission pursuant to and in
         accordance with subparagraph (1) (or, if applicable and if consented to
         by the Representatives, subparagraph (4)) of Rule 424(b) not later than
         the earlier of (i) the second business day following the execution and
         delivery of this Agreement or (ii) the fifteenth business day after the
         Effective Date of the Initial Registration Statement.

                                       9

                  The Company will advise the Representatives promptly of any
         such filing pursuant to Rule 424(b). If the Effective Time of the
         Initial Registration Statement is prior to the execution and delivery
         of this Agreement and an additional registration statement is necessary
         to register a portion of the Offered Securities under the Act but the
         Effective Time thereof has not occurred as of such execution and
         delivery, the Company will file the additional registration statement
         or, if filed, will file a post-effective amendment thereto with the
         Commission pursuant to and in accordance with Rule 462(b) on or prior
         to 10:00 P.M., New York time, on the date of this Agreement or, if
         earlier, on or prior to the time the Prospectus is printed and
         distributed to any Underwriter, or will make such filing at such later
         date as shall have been consented to by the Representatives.

                  (b) The Company will advise the Representatives promptly of
         any proposal to amend or supplement the initial or any additional
         registration statement as filed or the related prospectus or the
         Initial Registration Statement, the Additional Registration Statement
         (if any) or the Prospectus and will not effect such amendment or
         supplementation without the Representatives' consent, which shall not
         be unreasonably withheld or delayed; and the Company will also advise
         the Representatives promptly of the effectiveness of each Registration
         Statement (if its Effective Time is subsequent to the execution and
         delivery of this Agreement) and of any amendment or supplementation of
         a Registration Statement or the Prospectus and of the institution by
         the Commission of any stop order proceedings in respect of a
         Registration Statement and will use its reasonable efforts to prevent
         the issuance of any such stop order and to obtain as soon as possible
         its lifting, if issued.

                  (c) If, at any time when a prospectus relating to the Offered
         Securities is required to be delivered under the Act in connection with
         sales by any Underwriter or dealer, any event occurs as a result of
         which the Prospectus as then amended or supplemented would include an
         untrue statement of a material fact or omit to state any material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, or if it is
         necessary at any time to amend the Prospectus to comply with the Act,
         the Company will promptly notify the Representatives of such event and
         will promptly prepare and file with the Commission, at its own expense,
         an amendment or supplement which will correct such statement or
         omission or an amendment which will effect such compliance. Neither the
         Representatives' consent to, nor the Underwriters' delivery of, any
         such amendment or supplement shall constitute a waiver of any of the
         conditions set forth in Section 6.

                  (d) As soon as practicable, but not later than the
         Availability Date (as defined below), the Company will make generally
         available to its securityholders an earnings statement covering a
         period of at least 12 months beginning after the Effective Date of the
         Initial Registration Statement (or, if later, the Effective Date of the
         Additional Registration Statement) which will satisfy the provisions of
         Section 11(a) of the Act. For the purpose of the preceding sentence,
         "Availability Date" means the 45th day after the end of the fourth
         fiscal quarter following the fiscal quarter that includes such
         Effective Date, except that, if such fourth fiscal quarter is the last
         quarter of the Company's fiscal year, "Availability Date" means the
         90th day after the end of such fourth fiscal quarter.

                  (e) The Company will furnish to the Representatives a
         reasonable number of copies of each Registration Statement (one of
         which will be signed and will include all exhibits), each related
         preliminary prospectus, and, so long as a prospectus relating to the
         Offered Securities is required to be delivered under the Act in
         connection with sales by any Underwriter or dealer, the Prospectus and
         all amendments and supplements to such documents, in each case in such
         quantities as the Representatives reasonably request. The Prospectus
         shall be so furnished on or prior to 3:00 P.M., New York time, on the
         business day following the later of the execution and delivery of this
         Agreement or the Effective Time of the Initial Registration Statement.
         All other such documents shall be so furnished as soon as reasonably
         available. The Company and the Selling Stockholders will pay the
         expenses of printing and distributing to the Underwriters all such
         documents.

                                       10

                  (f) The Company, if required, will arrange for the
         qualification of the Offered Securities for sale under the laws of such
         jurisdictions in the United States as the Representatives designate and
         in such other foreign countries as the Company and the Representatives
         mutually agree and will continue such qualifications in effect so long
         as required for the distribution, provided, that in connection
         therewith the Company shall not be required to qualify as a foreign
         corporation or to file a general consent to service of process in any
         jurisdiction or to subject itself to taxation for doing business in any
         jurisdiction where it is not now so subject..

                  (g) During the period of five years hereafter, the Company
         will furnish to the Representatives and, upon request, to each of the
         other Underwriters, as soon as practicable after the end of each fiscal
         year, a copy of its annual report to stockholders for such year; and
         the Company will furnish to the Representatives as soon as available, a
         copy of each report and any definitive proxy statement of the Company
         filed with the Commission under the Exchange Act or mailed to
         stockholders, provided, however, that if any such document is
         electronically filed with the SEC, it will be provided only upon
         reasonable request.

                  (h) For the period specified below (the "LOCK-UP PERIOD"), the
         Company will not offer, sell, contract to sell, pledge or otherwise
         dispose of, directly or indirectly, or file with the Commission a
         registration statement under the Act relating to, any additional shares
         of its Securities or securities convertible into or exchangeable or
         exercisable for any shares of its Securities, or publicly disclose the
         intention to make any such offer, sale, pledge, disposition or filing,
         without the prior written consent of the Representatives, except that
         the foregoing restrictions shall not apply to (i) the filing of a
         Registration Statement on Form S-8 under the Act registering Securities
         issuable under any plan in effect on the date hereof, (ii) the issuance
         of Securities upon the exercise of an option or the conversion of a
         security outstanding on the date hereto, (iii) the granting of awards
         pursuant to the Company's employee benefit plans in effect on the date
         hereof, (iv) the issuance of Securities pursuant to the Company's
         employee benefit plans in effect on the date hereof, (v) the issuance
         of Securities pursuant to the terms of the Company's qualified
         retirement plans, (vi) the issuance of the Securities to be sold
         hereunder, (vii) the issuance or transfer of any Securities pursuant to
         existing reservations, agreements and stock incentive plans, and (viii)
         up to 1,000,000 Securities issued in connection with and as
         consideration for acquisitions of unaffiliated entities or assets or
         businesses from unaffiliated entities; provided, however, that in the
         case of sub-clause (viii), each recipient of Securities issued or
         delivered under such sub-clause execute a lock-up agreement in the form
         attached hereto as Exhibit A. The initial Lock-Up Period will commence
         on the date of this Agreement and continue for 180 days after the date
         of the Prospectus or such earlier date that the Representatives consent
         to in writing; provided, however, that if (A) during the last 17 days
         of the initial Lock-Up Period, the Company releases earnings results or
         material news or a material event relating to the Company occurs or (B)
         prior to the expiration of the initial Lock-Up Period, the Company
         announces that it will release earnings results during the 16-day
         period beginning on the last day of the initial Lock-Up Period, then in
         each case the Lock-Up Period will be extended until the expiration of
         the 18-day period beginning on the date of release of the earnings
         results or the occurrence of the material news or material event, as
         applicable, unless the Representatives waive, in writing, such
         extension. The Company will provide the Representatives with notice of
         any announcement described in clause (B) of the preceding sentence that
         gives rise to an extension of the Lock-Up Period.

                  (i) The Company agrees with the several Underwriters that the
         Company will pay all expenses incident to the performance of the
         obligations of the Company, as the case may be, under this Agreement,
         for any filing fees and other expenses (including fees and
         disbursements of its counsel) in connection with qualification of the
         Offered Securities for sale under the laws of such jurisdictions as the
         Representatives designate, subject to the terms of this Agreement, and
         the printing of memoranda relating thereto, for the filing fee incident
         to the review by the NASD of the Offered Securities, for any travel
         expenses of the Company's officers and employees and any other expenses
         of the Company in connection with attending or hosting meetings with
         prospective purchasers of the Offered Securities. Each Selling
         Stockholder agrees with the several Underwriters that the Selling
         Stockholders will pay for any transfer taxes on the sale by the Selling

                                       11

         Stockholder of the Offered Securities to the Underwriters, for Blue Sky
         fees and for expenses incurred in distributing preliminary prospectuses
         and the Prospectus (including any amendments and supplements thereto)
         to the Underwriters. The Underwriters will pay their own expenses,
         including reasonable fees and disbursements of their counsel, except
         that the Company will pay the reasonable fees and disbursement of
         counsel to the Underwriters in connection with qualification of the
         Offered Securities for sale under the laws of such jurisdictions as the
         Representatives request, subject to the terms of this Agreement, and
         the printing of memoranda relating thereto.

                  (j) The Company agrees to pay (i) all reasonable fees and
         disbursements of counsel incurred by the Underwriters in connection
         with the Directed Share Program, (ii) all reasonable costs and expenses
         incurred by the Underwriters in connection with the printing (or
         reproduction) and delivery (including postage, air freight charges and
         charges for counting and packaging) of copies of the Directed Share
         Program material and (iii) all stamp duties, similar taxes or duties or
         other taxes, if any, incurred by the Underwriters in connection with
         the Directed Share Program.

         6. Conditions of the Obligations of the Underwriters. The obligations
of the several Underwriters to purchase and pay for the Firm Securities on the
First Closing Date and the Optional Securities to be purchased on each Optional
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company and the Selling Stockholders herein, to
the accuracy of the statements of Company officers made pursuant to the
provisions hereof, to the performance by the Company and the Selling
Stockholders of their obligations hereunder and to the following additional
conditions precedent:

                  (a) The Representatives shall have received a letter, dated
         the date of delivery thereof (which, if the Effective Time of the
         Initial Registration Statement is prior to the execution and delivery
         of this Agreement, shall be on or prior to the date of this Agreement
         or, if the Effective Time of the Initial Registration Statement is
         subsequent to the execution and delivery of this Agreement, shall be
         prior to the filing of the amendment or post-effective amendment to the
         registration statement to be filed shortly prior to such Effective
         Time), of KPMG LLP confirming that they are registered public
         accountants within the meaning of the Act and the applicable published
         Rules and Regulations thereunder and pursuant to the rules of the
         Public Company Accounting Oversight Board and stating to the effect
         that:

                           (i) in their opinion the consolidated financial
                  statements examined by them and included in the Registration
                  Statements comply as to form in all material respects with the
                  applicable accounting requirements of the Act and the related
                  Rules and Regulations adopted by the Commission;

                           (ii) they have performed the procedures specified by
                  the standards of the Public Company Accounting Oversight Board
                  (United States), for the review of interim financial
                  information as described in Statement of Auditing Standards
                  No. 100, Interim Financial Information, on the unaudited
                  financial statements included in the Registration Statements;

                           (iii) on the basis of the review referred to in
                  clause (ii) above, a reading of the latest available interim
                  financial statements of the Company, inquiries of officials of
                  the Company who have responsibility for financial and
                  accounting matters and other specified procedures, nothing
                  came to their attention that caused them to believe that:

                                    (A) the unaudited consolidated financial
                           statements included in the Registration Statements do
                           not comply as to form in all material respects with
                           the applicable accounting requirements of the Act and
                           the related Rules and Regulations adopted by the
                           Commission or any material modifications should be
                           made to such unaudited consolidated financial
                           statements for them to be in conformity with
                           accounting principles generally accepted in the
                           United States of America;

                                       12

                                    (B) the unaudited consolidated total
                           revenues or in total or per share amounts of net
                           income for the six-month periods ended June 28, 2003
                           and July 3, 2004 included in the Prospectus do not
                           agree with the amounts set forth in the unaudited
                           consolidated financial statements for those same
                           periods or were not determined on a basis
                           substantially consistent with that of the
                           corresponding amounts in the audited statements of
                           income;

                                    (C) at the date of the latest available
                           balance sheet read by such accountants, or at a
                           subsequent specified date not more than three
                           business days prior to the date of this Agreement,
                           there was any change in the capital stock or an
                           increase in total liabilities, an increase in
                           long-term debt, or a decrease in stockholders' equity
                           of the Company and its consolidated subsidiaries or,
                           at the date of the latest available balance sheet
                           read by such accountants, there was any decrease in
                           consolidated total current assets, as compared with
                           amounts shown on the latest balance sheet included in
                           the Prospectus; or

                                    (D) for the period from the closing date of
                           the latest income statement included in the
                           Prospectus to the closing date of the latest
                           available income statement read by such accountants
                           there were any decreases, as compared with the
                           corresponding period of the previous year and with
                           the period of corresponding length ended the date of
                           the latest income statement included in the
                           Prospectus, in consolidated total revenues or in
                           total or per share amounts of net income;

                  except in all cases set forth in clauses (C) and (D) above for
                  changes, increases or decreases which the Prospectus discloses
                  have occurred or may occur or which are described in such
                  letter; and

                           (iv) they have compared specified dollar amounts (or
                  percentages derived from such dollar amounts) and other
                  financial information contained in the Registration Statements
                  (in each case to the extent that such dollar amounts,
                  percentages and other financial information are derived from
                  the general accounting records of the Company and its
                  subsidiaries subject to the internal controls of the Company's
                  accounting system or are derived directly from such records by
                  analysis or computation) with the results obtained from
                  inquiries, a reading of such general accounting records and
                  other procedures specified in such letter and have found such
                  dollar amounts, percentages and other financial information to
                  be in agreement with such results, except as otherwise
                  specified in such letter.

         For purposes of this subsection, (i) if the Effective Time of the
         Initial Registration Statements is subsequent to the execution and
         delivery of this Agreement, "REGISTRATION STATEMENTS" shall mean the
         initial registration statement as proposed to be amended by the
         amendment or post-effective amendment to be filed shortly prior to its
         Effective Time, (ii) if the Effective Time of the Initial Registration
         Statements is prior to the execution and delivery of this Agreement but
         the Effective Time of the Additional Registration Statement is
         subsequent to such execution and delivery, "REGISTRATION STATEMENTS"
         shall mean the Initial Registration Statement and the additional
         registration statement as proposed to be filed or as proposed to be
         amended by the post-effective amendment to be filed shortly prior to
         its Effective Time, and (iii) "PROSPECTUS" shall mean the prospectus
         included in the Registration Statements.

                  (b) If the Effective Time of the Initial Registration
         Statement is not prior to the execution and delivery of this Agreement,
         such Effective Time shall have occurred not later than 10:00 P.M., New
         York time, on the date of this Agreement or such later date as shall
         have been consented to by the Representatives. If the Effective Time of
         the Additional Registration Statement (if any) is not prior to the
         execution and delivery of this Agreement, such Effective Time shall
         have occurred not later than 10:00 P.M., New York time, on the date of
         this Agreement or, if earlier, the

                                       13

         time the Prospectus is printed and distributed to any Underwriter, or
         shall have occurred at such later date as shall have been consented to
         by the Representatives. If the Effective Time of the Initial
         Registration Statement is prior to the execution and delivery of this
         Agreement, the Prospectus shall have been filed with the Commission in
         accordance with the Rules and Regulations and Section 5(a) of this
         Agreement. Prior to such Closing Date, no stop order suspending the
         effectiveness of a Registration Statement shall have been issued that
         has not been lifted and no proceedings that have not been terminated
         for that purpose shall have been instituted or, to the knowledge of any
         Selling Stockholder, the Company or the Representatives, shall be
         contemplated by the Commission.

                  (c) Subsequent to the execution and delivery of this
         Agreement, there shall not have occurred (i) any change, or any
         development or event involving a prospective change, in the condition
         (financial or other), business, properties or results of operations of
         the Company and its Subsidiaries taken as one enterprise which, in the
         judgment of the Representatives, is material and adverse and makes it
         impractical or inadvisable to proceed with completion of the public
         offering or the sale of and payment for the Offered Securities; (ii)
         any downgrading in the rating of any debt securities of the Company by
         any "nationally recognized statistical rating organization" (as defined
         for purposes of Rule 436(g) under the Act), or any public announcement
         that any such organization has under surveillance or review its rating
         of any debt securities of the Company (other than an announcement with
         positive implications of a possible upgrading, and no implication of a
         possible downgrading, of such rating); (iii) any change in U.S. or
         international financial, political or economic conditions or currency
         exchange rates or exchange controls as would, in the judgment of the
         Representatives, be likely to prejudice materially the success of the
         proposed issue, sale or distribution of the Offered Securities, whether
         in the primary market or in respect of dealings in the secondary
         market; (iv) any material suspension or material limitation of trading
         in securities generally on the New York Stock Exchange or the Nasdaq
         Stock Market's National Market or any setting of minimum prices for
         trading on either of such exchanges; (v) any suspension of trading of
         any securities of the Company on any exchange or in the
         over-the-counter market; (vi) any banking moratorium declared by U.S.
         Federal or New York authorities; (vii) any major disruption of
         settlements of securities or clearance services in the United States or
         (viii) any attack on, outbreak or escalation of hostilities or act of
         terrorism involving the United States, any declaration of war by
         Congress or any other national or international calamity or emergency
         if, in the judgment of the Representatives, the effect of any such
         attack, outbreak, escalation, act, declaration, calamity or emergency
         makes it impractical or inadvisable to proceed with completion of the
         public offering or the sale of and payment for the Offered Securities.

                  (d) The Representatives shall have received an opinion, dated
         such Closing Date, of Bryan Cave LLP, special counsel for the Company,
         to the effect that:

                           (i) Based solely on a good standing certificate dated
                  as of the Closing Date, the Company is a validly existing
                  corporation in good standing under the laws of the State of
                  Delaware, with corporate power and authority to own its
                  properties and conduct its business as described in the
                  Prospectus; and, based solely on recently dated good standing
                  certificates from the secretaries of state of the appropriate
                  jurisdictions, the Company is duly qualified to do business as
                  a foreign corporation in good standing in the following
                  states: Alabama, Arizona, Arkansas, California, Colorado,
                  Connecticut, Florida, Georgia, Hawaii, Idaho, Illinois,
                  Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
                  Massachusetts, Michigan, Minnesota, Mississippi, Nebraska,
                  Nevada, New Hampshire, New Jersey, New York, North Carolina,
                  Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina,
                  Tennessee, Texas, Utah, Virginia, Washington and Wisconsin;

                           (ii) The Offered Securities delivered on such Closing
                  Date and all other outstanding shares of the Common Stock of
                  the Company have been duly authorized and validly issued, are
                  fully paid and nonassessable and conform as to legal matters
                  in all material respects to the description thereof contained
                  in the Prospectus; none of the outstanding shares of capital
                  stock of the Company was issued in violation of the

                                       14

                  preemptive or other similar rights of any security holder of
                  the Company under the General Corporation Law of the State of
                  Delaware, the Company's Certificate of Incorporation or any
                  agreement filed as an exhibit to the Registration Statement;
                  to the knowledge of such counsel, except as disclosed in the
                  Prospectus and as of the dates specified therein, there are no
                  outstanding (A) securities or obligations of the Company
                  convertible into or exchangeable for any capital stock of the
                  Company, (B) warrants, rights or options to subscribe for or
                  purchase from the Company any such capital stock or any such
                  convertible or exchangeable securities or obligations, or (C)
                  obligations of the Company to issue any shares of such capital
                  stock, any such convertible or exchangeable securities or
                  obligations, or any such warrants, rights or options;

                           (iii) Except as described in the Prospectus, there
                  are no contracts, agreements or understandings known to such
                  counsel between the Company and any person granting such
                  person the right to require the Company to file a registration
                  statement under the Act with respect to any securities of the
                  Company owned or to be owned by such person or to require the
                  Company to include such securities in the securities
                  registered pursuant to the Registration Statement or in any
                  securities being registered pursuant to any other registration
                  statement filed by the Company under the Act;

                           (iv) The Company is not and, after giving effect to
                  the offering and sale of the Offered Securities and the
                  application of the proceeds thereof as described in the
                  Prospectus, will not be an "investment company" as defined in
                  the Investment Company Act of 1940;

                           (v) No consent, approval, authorization, or other
                  action by, or order of, filing with or notice to, any United
                  States or Missouri governmental agency or regulatory body or
                  any United States or Missouri court or any Delaware
                  governmental agency or regulatory body or United States or
                  Missouri court acting pursuant to the Delaware General
                  Corporation Law is required to be obtained or made by the
                  Company for the consummation of the transactions contemplated
                  by this Agreement in connection with the sale of the Offered
                  Securities, except such as have been obtained and made under
                  the Act and such as may be required under state securities
                  laws and the rules of the NASD, as to which such counsel need
                  not express any opinion and except where the lack thereof
                  would not individually or in the aggregate have a Material
                  Adverse Effect;

                           (vi) The execution and delivery of this Agreement and
                  the consummation of the transactions herein or therein
                  contemplated will not result in a breach or violation of any
                  of the terms and provisions of, or constitute a default under,
                  (A) any federal or Missouri statute or rule or regulation
                  thereunder, or the Delaware General Corporation Law or any
                  rule or regulation thereunder, that a lawyer exercising
                  customary professional diligence would reasonably be expected
                  to recognize as applicable to the Company in a transaction of
                  this type, or (B) any order known to such counsel, of any
                  United States or Missouri governmental agency or regulatory
                  body or any United States or Missouri court or any Delaware
                  governmental agency or regulatory body or any United States or
                  Missouri court acting pursuant to the Delaware General
                  Corporation Law having jurisdiction over the Company or its
                  Subsidiaries or any of their properties that a lawyer
                  exercising customary professional diligence would reasonably
                  be expected to recognize as applicable to the Company in a
                  transaction of this type, or (C) any contract, mortgage, deed
                  of trust, loan or credit agreement, or any lease or other
                  agreement or instrument filed as an exhibit to the
                  Registration Statement, to which the Company or its
                  Subsidiaries is a party or by which the Company or its
                  Subsidiaries is bound or to which any of the properties of the
                  Company or its Subsidiaries is subject, except where such
                  breach, violation or default would not individually or in the
                  aggregate have a Material Adverse Effect, and will not violate
                  the charter or by-laws of the Company;

                                       15

                           (vii) Such counsel has been advised that the Initial
                  Registration Statement was declared effective under the Act as
                  of the date and time specified in such opinion, the Additional
                  Registration Statement (if any) was filed and became effective
                  under the Act as of the date and time (if determinable)
                  specified in such opinion, the Prospectus either was filed
                  with the Commission pursuant to the subparagraph of Rule
                  424(b) specified in such opinion on the date specified therein
                  or was included in the Initial Registration Statement or the
                  Additional Registration Statement (as the case may be), and,
                  to the best of the knowledge of such counsel, based on
                  telephone inquiry with the Commission, no stop order
                  suspending the effectiveness of a Registration Statement or
                  any part thereof has been issued and no proceedings for that
                  purpose have been instituted or are pending or threatened
                  under the Act, and each Registration Statement and the
                  Prospectus, and each amendment or supplement thereto, as of
                  their respective effective or issue dates, appear on their
                  face to comply as to form in all material respects with the
                  requirements of the Act and the Rules and Regulations; it
                  being understood that such counsel need express no opinion as
                  to the financial statements or the notes thereto or other
                  financial statements or financial, accounting or statistical
                  data contained in or omitted from the Registration Statements
                  or the Prospectus;

                           (viii) This Agreement has been duly authorized,
                  executed and delivered by the Company; and

                           (ix) The statements in the Prospectus under the
                  captions "Certain Relationships and Related Party
                  Transactions," "Description of Capital Stock" and "Shares
                  Eligible for Future Sale," to the extent that they constitute
                  matters of law or legal conclusions, and the descriptions in
                  the Prospectus of the contracts and other documents filed
                  under Exhibit 10 to the Registration Statement, have been
                  reviewed by such counsel and fairly present the information
                  disclosed therein in all material respects.

                  During the preparation of the Registration Statement and the
         Prospectus, such counsel has participated in conferences with officers
         and other representatives of the Company, representatives of the
         independent accountants for the Company and you and your
         representatives and counsel, at which conferences the contents of the
         Prospectus, the Registration Statement and related matters were
         discussed, reviewed and revised. Although such counsel is not passing
         upon, and does not assume any responsibility for, the accuracy,
         completeness or fairness of such contents, and has not made any
         independent investigation thereof, on the basis of the information
         which was developed in the course thereof, considered in light of its
         understanding of applicable law and the experience it has gained
         through its practice thereunder, such counsel shall advise you that
         (except to the extent specified in the foregoing opinion (ix)) nothing
         has come to its attention which causes it to believe that, at the time
         the Registration Statement became effective, the Registration Statement
         or the Prospectus, as of its date (except as to financial statements
         and related notes, financial, statistical and accounting data and
         supporting schedules included therein or omitted therefrom or the
         exhibits to the Registration Statement, as to which such counsel need
         not express any belief), contained any untrue statement of a material
         fact or omitted to state a material fact required to be stated therein
         (and with respect to the Prospectus, in light of the circumstances
         under which they were made), not misleading, or at the Closing Date,
         the Registration Statement or the Prospectus (except as aforesaid)
         contained or contains any untrue statement of a material fact or
         omitted or omits to state a material fact required to be stated therein
         or necessary to make the statements therein (and with respect to the
         Prospectus, in the light of the circumstances under which they were
         made) not misleading.

                  (e) The Representatives shall have received the Power of
         Attorney executed and delivered by each Selling Stockholder ("POWER OF
         ATTORNEY") and an opinion, dated such Closing Date, of Latham & Watkins
         LLP, in its capacity as counsel for certain Selling Stockholders, to
         the effect that:

                                       16

                           (i) Each of the Selling Stockholders set forth on
                  Schedule F hereto (each a "GROUP A SELLING STOCKHOLDER"),
                  other than those who are natural persons, is a limited
                  partnership under the general corporation law of the State of
                  Delaware. Based on certificates from public officials, we
                  confirm that each Group A Selling Stockholder, other than
                  those who are natural persons, is validly existing and in good
                  standing under the laws of the State of Delaware;

                           (ii) With your consent, based solely on a review on a
                  date between the date hereof and the Closing Date of the stock
                  transfer records of the Company and a review of the
                  certificates representing the Securities set forth on Schedule
                  A hereto, the Selling Stockholders were the owners of record
                  on that date in the stock records of the Company of the
                  Securities as set forth on Schedule F hereto;

                           (iii) Upon physical delivery of the certificates
                  evidencing the shares of common stock, par value $0.01 per
                  share, of Build-A-Bear Workshop, Inc. listed on Schedule A
                  hereto (the "SECURITIES") to the Representatives in the State
                  of New York with stock powers duly endorsed either to the
                  Representatives or in blank by an effective endorsement and
                  payment therefor in accordance with the terms of the
                  Underwriting Agreement, the Representatives will become
                  "protected purchasers" (as defined in Section 8-303(a) of the
                  New York UCC) of the Securities, free of any "adverse claim"
                  (as defined in Section 8-102(a)(1) of the New York UCC);

                           (iv) For each of the Group A Selling Stockholders,
                  other than those who are natural persons, the execution and
                  delivery of the Underwriting Agreement, the Power of Attorney
                  and the Custody Agreement on the date hereof do not: (A)
                  violate the Certificate of Limited Partnership or Partnership
                  Agreement of each of the Group A Selling Stockholders; or (B)
                  result in a breach or default under any of the agreements
                  identified on Schedule H hereto to which such Group A Selling
                  Stockholder is a party;

                           (v) For each of the Group A Selling Stockholders,
                  each of the Custody Agreement and Power of Attorney have been
                  duly executed and delivered and with respect to the Group A
                  Selling Stockholders other than those who are natural persons,
                  have been duly authorized by all necessary organizational
                  action, by each such Group A Selling Stockholder;

                           (vi) The Custody Agreement and Power of Attorney of
                  each Group A Selling Stockholder each constitute a legally
                  valid and binding obligation of each of the Group A Selling
                  Stockholders enforceable against the Group A Selling
                  Stockholders in accordance with their respective terms; and

                           (vii) For each of the Group A Selling Stockholders,
                  this Agreement has been duly executed and delivered by an
                  Attorney-in-Fact under the Power of Attorney on behalf of such
                  Group A Selling Stockholder.

                  We have assumed, with your consent, that for each Group A
         Selling Stockholder, other than those which are limited partnerships,
         (A) each Group A Selling Stockholder has the capacity, power and
         authority, as applicable, to execute, deliver and perform the Power of
         Attorney, the Custody Agreement and the Underwriting Agreement, (B)
         each Group A Selling Stockholder, as applicable, has duly authorized
         the execution, delivery and performance of the Power of Attorney, the
         Custody Agreement, and the Underwriting Agreement, (C) each Group A
         Selling Stockholder has duly executed and delivered the Power of
         Attorney and the Custody Agreement, and (D) such execution, delivery
         and performance of the Power of Attorney, the Custody Agreement, and
         the Underwriting Agreement do not (i) breach any agreement or
         instrument to which the Group A Selling Stockholder is a party or (ii)
         violate any law, rule or regulation applicable to such Group A Selling
         Stockholder, and (iii) do not require by or on behalf of such Group A
         Selling Stockholder any consent, approval or authorization to be
         obtained from, or filing, registration or declaration to

                                       17

         be made with, any governmental authority which has not been duly
         obtained or made. On the basis of such assumptions, each of the Power
         of Attorney and the Custody Agreement constitutes a legally valid and
         binding obligation of such Group A Selling Stockholder, enforceable
         against the Group A Selling Stockholder in accordance with its terms;
         and the Underwriting Agreement has been duly executed and delivered by
         an Attorney-in-Fact under the Power of Attorney on behalf of such Group
         A Selling Stockholder.

                  (f) The Representatives shall have received the Power of
         Attorney executed and delivered by each Selling Stockholder and an
         opinion, dated such Closing Date, of certain counsel, in their capacity
         as counsel for certain Selling Stockholders set forth opposite their
         name on Schedule G hereto (each such Selling Stockholder, a "Group B
         Selling Stockholder"), to the effect that:

                           (i) Each of the Group B Stockholders that is a
                  corporation, a limited liability company, trust or limited
                  partnership has been duly formed, is validly existing and in
                  good standing under the laws of the jurisdiction of its
                  organization.

                           (ii) For each of the Group B Selling Stockholders,
                  the execution, delivery and performance of the Power of
                  Attorney, the Custody Agreement and this Agreement and the
                  consummation of the transactions therein and herein
                  contemplated will not result in a breach or violation of any
                  of the terms and provisions of, or constitute a default under,
                  any agreement identified on Schedule I hereto to which such
                  Group B Selling Stockholder is a party or the charter or
                  by-laws or the articles of incorporation or operating
                  agreements of any Group B Selling Stockholder that is a
                  corporation, a limited liability company, trust or limited
                  partnership;

                  (g) The Representatives shall have received from Shearman &
         Sterling LLP, counsel for the Underwriters, such opinion or opinions,
         dated such Closing Date, with respect to the incorporation of the
         Company, the validity of the Offered Securities delivered on such
         Closing Date, the Registration Statements, the Prospectus and other
         related matters as the Representatives may require, and the Selling
         Stockholders and the Company shall have furnished to such counsel such
         documents as they reasonably request for the purpose of enabling them
         to pass upon such matters.

                  (h) The Representatives shall have received a certificate,
         dated such Closing Date, of the Chief Executive Bear or Chief Operating
         Officer Bear and Chief Financial Bear of the Company in which such
         officers, to the best of their knowledge after reasonable
         investigation, shall state that:

                           (i) The representations and warranties of the Company
                  in this Agreement are true and correct;

                           (ii) The Company has complied with all agreements and
                  satisfied all conditions on its part to be performed or
                  satisfied hereunder at or prior to such Closing Date;

                           (iii) No stop order suspending the effectiveness of
                  any Registration Statement has been issued that has not been
                  lifted and no proceedings for that purpose have been
                  instituted that have not been terminated or are contemplated
                  by the Commission; the Additional Registration Statement (if
                  any) satisfying the requirements of subparagraphs (1) and (3)
                  of Rule 462(b) was filed pursuant to Rule 462(b), including
                  payment of the applicable filing fee in accordance with Rule
                  111(a) or (b) under the Act, prior to the time the Prospectus
                  was printed and distributed to any Underwriter;

                                       18

                           (iv) Subsequent to the dates of the most recent
                  financial statements in the Prospectus, there has been no
                  material adverse change, nor any development or event
                  involving a prospective material adverse change, in the
                  condition (financial or other), business, properties or
                  results of operations of the Company and its Subsidiaries
                  taken as a whole except as set forth in or contemplated by the
                  Prospectus or as described in such certificate;

                  (i) The Representatives shall have received a letter, dated
         such Closing Date, of KPMG LLP which meets the requirements of
         subsection (a) of this Section, except that the specified date referred
         to in such subsection will be a date not more than three days prior to
         such Closing Date for the purposes of this subsection.

                  (j) On or prior to the date of this Agreement, the
         Representatives shall have received lockup letters from each of the
         executive officers, directors and certain stockholders of the Company
         listed on Schedule C hereto.

                  (k) The Custodian will deliver to the Representatives a letter
         stating that they will deliver to each Selling Stockholder a United
         States Treasury Department Form 1099 (or other applicable form or
         statement specified by the United States Treasury Department
         regulations in lieu thereof) on or before January 31 of the year
         following the date of this Agreement.

The Selling Stockholders and the Company will furnish the Representatives with
such conformed copies of such opinions, certificates, letters and documents as
the Representatives reasonably request. The Representatives may in their its
sole discretion waive on behalf of the Underwriters compliance with any
conditions to the obligations of the Underwriters hereunder, whether in respect
of an Optional Closing Date or otherwise.

         7. Indemnification and Contribution. (a) The Company will indemnify and
hold harmless each Underwriter, its partners, members, directors, officers and
its affiliates and each person, if any who controls such Underwriter within the
meaning of Section 15 of the Act, against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made (in the case of the Prospectus) not
misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement in or omission
or alleged omission from any of such documents in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through the Representatives specifically for use therein, it being understood
and agreed that the only such information furnished by any Underwriter consists
of the information described as such in subsection (c) below.

         The Company agrees to indemnify and hold harmless Citigroup Global
Markets Inc., the directors, officers, employees and agents of Citigroup Global
Markets Inc. and each person, who controls Citigroup Global Markets Inc. within
the meaning of either the Act or the Exchange Act ("CITIGROUP ENTITIES"), from
and against any and all losses, claims, damages and liabilities to which they
may become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise (including, without
limitation, any legal or other expenses reasonably incurred in connection with
defending or investigating any such action or claim), insofar as such losses,
claims damages or liabilities (or actions in respect thereof) (i) arise out of
or are based upon any untrue statement or alleged untrue statement of a material
fact contained in the prospectus wrapper material prepared by or with the
consent of the Company for distribution in foreign jurisdictions in connection
with the Directed Share Program attached to the

                                       19

Prospectus or any preliminary prospectus, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement therein, when considered in
conjunction with the Prospectus or any applicable preliminary prospectus, not
misleading; (ii) caused by the failure of any Participant to pay for and accept
delivery of the securities which immediately following the Effective Date of the
Registration Statement, were subject to a properly confirmed agreement to
purchase; or (iii) related to, arising out of, or in connection with the
Directed Share Program, except that this clause (iii) shall not apply to the
extent that such loss, claim, damage or liability is finally judicially
determined to have resulted primarily from the gross negligence or willful
misconduct of the Citigroup Entities.

         (b) The Senior Executive Selling Stockholders, severally and not
jointly, will indemnify and hold harmless the Company, each of the Underwriters,
and each of their respective partners, members, directors officers and
affiliates and each person who controls such Underwriters within the meaning of
Section 15 of the Act, against any losses, claims, damages or liabilities, joint
or several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement,
the Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will reimburse
each Underwriter for any legal or other expenses reasonably incurred by such
Underwriter in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however,
that the Senior Executive Selling Stockholders will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement in or omission
or alleged omission from any of such documents in reliance upon and in
conformity with written information furnished to the Company by an Underwriter
through the Representatives specifically for use therein, it being understood
and agreed that the only such information furnished by any Underwriter consists
of the information described as such in subsection (c) below.

                  The Other Selling Stockholders, severally and not jointly,
will indemnify and hold harmless the Company, each of the Underwriters, and each
of their respective partners, members, directors officers and affiliates and
each person who controls such Underwriters within the meaning of Section 15 of
the Act, against any losses, claims, damages or liabilities, joint or several,
to which such Underwriter may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in any Registration Statement, the
Prospectus, or any amendment or supplement thereto, or any related preliminary
prospectus, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, but only in respect of losses,
liability, claims, damages or expenses arising out of any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information relating to such Other Selling Stockholder
furnished to the Company and the Representatives by such Other Selling
Stockholder specifically for use therein and will reimburse each Underwriter for
any legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred.

                  The liability of each Selling Stockholder under such Selling
Stockholder's representations and warranties contained in Section 2 hereof and
under the indemnity and contribution agreements contained in this Section 7
shall be limited to an amount equal to the initial public offering price from
the sale of the Securities by such Selling Stockholder to the Underwriters. The
Company and the Selling Stockholders may agree, as among themselves and without
limiting the rights of the Underwriters under this Agreement, as to the
respective amounts of such liability for which they each shall be responsible.

         (c) Each Underwriter will severally and not jointly indemnify and hold
harmless the Company, its directors and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the Act, and each
Selling Stockholder against any losses, claims, damages or liabilities to

                                       20

which the Company or such Selling Stockholder may become subject, under the Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any Registration
Statement, the Prospectus, or any amendment or supplement thereto, or any
related preliminary prospectus, or arise out of or are based upon the omission
or the alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance upon and
in conformity with written information furnished to the Company by such
Underwriter through the Representatives specifically for use therein, and will
reimburse any legal or other expenses reasonably incurred by the Company and
each Selling Stockholder in connection with investigating or defending any such
loss, claim, damage, liability or action as such expenses are incurred, it being
understood and agreed that the only such information furnished by any
Underwriter consists of the following information in the Prospectus furnished on
behalf of each Underwriter: the concession and reallowance figures appearing in
the paragraph under the caption "Underwriting" and the information contained in
the sixth, the thirteenth, the sixteenth and the eighteenth paragraphs under the
caption "Underwriting".

         (d) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party under
subsection (a), (b) or (c) above, notify the indemnifying party of the
commencement thereof; but the failure to notify the indemnifying party shall not
relieve it from any liability that it may have under sub section (a), (b), (c)
or (e) of this Section 7 except to the extent that it has been materially
prejudiced (through the forfeiture of substantive rights or defenses) by such
failure; and provided further that the failure to notify the indemnifying party
shall not relieve it from any liability that it may have to an indemnified party
otherwise than under subsection (a), (b), (c) or (e) of this Section 7. In case
any such action is brought against any indemnified party and it notifies an
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation. Notwithstanding anything contained herein to the
contrary, if indemnity may be sought pursuant to the last paragraph of Section
7(a) hereof in respect of such action or proceeding, then in addition to such
separate firm for the indemnified parties, the indemnifying party shall be
liable for the reasonable fees and expenses of not more than one separate firm
(in addition to any local counsel) for Citigroup Global Markets Inc., the
directors, officers, employees and agents of Citigroup Global Markets Inc., and
all persons, if any, who control Citigroup Global Markets Inc. within the
meaning of either the Act or the Exchange Act for the defense of any losses,
claims, damages and liabilities arising out of the Directed Share Program. No
indemnifying party shall, without the prior written consent of the indemnified
party, which consent shall not be unreasonably withheld or delayed, effect any
settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such (i) settlement includes
an unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act by
or on behalf of an indemnified party. No indemnifying party shall be liable for
any settlement of any proceeding without its written consent, which consent
shall not be unreasonably withheld or delayed.

         (e) If the indemnification provided for in this Section is unavailable
or insufficient to hold harmless an indemnified party under subsection (a), (b)
or (c) above, then each indemnifying party shall contribute to the amount paid
or payable by such indemnified party as a result of the losses, claims, damages
or liabilities referred to in subsection (a), (b) or (c) above (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company or the Selling Stockholders on the one hand and the Underwriters on the
other from the offering of the Securities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company and the Selling

                                       21

Stockholders on the one hand and the Underwriters on the other in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities as well as any other relevant equitable considerations. The
relative benefits received by the Company or each of the Selling Stockholders on
the one hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company or the Selling Stockholders bear to the total
underwriting discounts and commissions received by the Underwriters. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company, the Selling Stockholders or the Underwriters and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (e) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (e). Notwithstanding the provisions of this subsection (e), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations in
this subsection (e) to contribute are several in proportion to their respective
underwriting obligations and not joint. The Selling Stockholders' obligations in
this subsection (e) to contribute are several and not joint.

         (f) The obligations of the Company and the Selling Stockholders under
this Section shall be in addition to any liability which the Company and the
Selling Stockholders may otherwise have and shall extend, upon the same terms
and conditions, to each person, if any, who controls any Underwriter within the
meaning of the Act; and the obligations of the Underwriters under this Section
shall be in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to each
director of the Company, to each officer of the Company who has signed a
Registration Statement to each person, if any, who controls the Company within
the meaning of the Act and to each Selling Stockholder.

         (g) To the extent that any interim reimbursement payment pursuant to
this Section 7 is held to be improper by a court of competent jurisdiction, any
indemnified party that received such payment shall promptly return it to the
indemnifying party.

                                       22

      8. Default of Underwriters. If any Underwriter or Underwriters default in
their obligations to purchase Offered Securities hereunder on either the First
or any Optional Closing Date and the aggregate number of shares of Offered
Securities that such defaulting Underwriter or Underwriters agreed but failed to
purchase does not exceed 10% of the total number of shares of Offered Securities
that the Underwriters are obligated to purchase on such Closing Date, the
Representatives may make arrangements satisfactory to the Company and the
Selling Stockholders for the purchase of such Offered Securities by other
persons, including any of the Underwriters, but if no such arrangements are made
by such Closing Date, the non-defaulting Underwriters shall be obligated
severally, in proportion to their respective commitments hereunder, to purchase
the Offered Securities that such defaulting Underwriters agreed but failed to
purchase on such Closing Date. If any Underwriter or Underwriters so default and
the aggregate number of shares of Offered Securities with respect to which such
default or defaults occur exceeds 10% of the total number of shares of Offered
Securities that the Underwriters are obligated to purchase on such Closing Date
and arrangements satisfactory to the Representatives, the Company and the
Selling Stockholders for the purchase of such Offered Securities by other
persons are not made within 36 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Underwriter, the
Company or the Selling Stockholders, except as provided in Section 9 (provided
that if such default occurs with respect to Optional Securities after the First
Closing Date, this Agreement will not terminate as to the Firm Securities or any
Optional Securities purchased prior to such termination). As used in this
Agreement, the term "Underwriter" includes any person substituted for an
Underwriter under this Section. Nothing herein will relieve a defaulting
Underwriter from liability for its default.

      9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Selling Stockholders, of the Company or its officers and of the several
Underwriters set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation, or statement as to the
results thereof, made by or on behalf of any Underwriter, any Selling
Stockholder, the Company or any of their respective representatives, officers or
directors or any controlling person, and will survive delivery of and payment
for the Offered Securities. If this Agreement is terminated pursuant to Section
8 or if for any reason the purchase of the Offered Securities by the
Underwriters is not consummated, the Company and the Selling Stockholders shall
remain responsible for the expenses to be paid or reimbursed by them pursuant to
Section 5 and the respective obligations of the Company, the Selling
Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect,
and if any Offered Securities have been purchased hereunder the representations
and warranties in Section 2 and all obligations under Section 5 shall also
remain in effect. If the purchase of the Offered Securities by the Underwriters
is not consummated for any reason other than solely because of the termination
of this Agreement pursuant to Section 8 or the occurrence of any event specified
in clauses (iii), (iv), (vi), (vii) or (viii) of Section 6(c), the Company will
reimburse the Underwriters for all out-of-pocket expenses (including fees and
disbursements of counsel) reasonably incurred by them in connection with the
offering of the Offered Securities.

      10. Notices. All communications hereunder will be in writing and, if sent
to the Underwriters, will be mailed, delivered or telegraphed and confirmed to
the Representatives, c/o Credit Suisse First Boston LLC, Eleven Madison Avenue,
New York, N.Y. 10010-3629, Attention: Transactions Advisory Group, and Citigroup
Global Markets Inc., 388 Greenwich Street, New York, New York, 10013, Attention:
General Counsel, or, if sent to the Company, will be mailed, delivered or
telegraphed and confirmed to it at 1954 Innerbelt Business Center Drive, St.
Louis, Missouri 63114, Attention: Maxine Clark, Chief Executive Bear and
Chairman of the Board, or, if sent to the Selling Stockholders or any of them,
will be mailed, delivered or telegraphed and confirmed to Latham & Watkins LLP,
555 Eleventh Street, NW, Suite 1000, Washington, DC 20004, Attention: David M.
McPherson; provided, however, that any notice to an Underwriter pursuant to
Section 7 will be mailed, delivered or telegraphed and confirmed to such
Underwriter.

      11. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective personal representatives and
successors and the officers and directors and controlling persons referred to in
Section 7, and no other person will have any right or obligation hereunder.


                                       23

      12. Representation. The Representatives will act for the several
Underwriters in connection with the transactions contemplated by this Agreement,
and any action under this Agreement taken by the Representatives jointly will be
binding upon all the Underwriters. Maxine Clark, Barry Erdos, John Burtelow and
Tina Klocke will act for the Selling Stockholders in connection with such
transactions, and any action under or in respect of this Agreement taken by
Maxine Clark, Barry Erdos, John Burtelow or Tina Klocke will be binding upon all
the Selling Stockholders.

      13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

      14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

      The Company hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.


                                       24

      If the foregoing is in accordance with the Representatives' understanding
of our agreement, kindly sign and return to the Company one of the counterparts
hereof, whereupon it will become a binding agreement among the Selling
Stockholders, the Company and the several Underwriters in accordance with its
terms.

                                            Very truly yours,



                                                 Smart Stuff, Inc.


                                                 By   /s/ John F. Burtelow
                                                    ----------------------------
                                                     Name: John F. Burtelow
                                                     Title:  Attorney-in Fact


                                                 Clark/Fox, L.L.C.


                                                 By   /s/ John F. Burtelow
                                                    ----------------------------
                                                     Name: John F. Burtelow
                                                     Title:  Attorney-in Fact


                                                 Clark/Fox II, L.L.C.


                                                 By   /s/ John F. Burtelow
                                                    ----------------------------
                                                     Name: John F. Burtelow
                                                     Title:  Attorney-in Fact


                                                 Clark/Fox III, L.L.C.


                                                 By   /s/ John F. Burtelow
                                                    ----------------------------
                                                     Name: John F. Burtelow
                                                     Title:  Attorney-in Fact


                                                 Catterton Partners IV, L.P.


                                                 By /s/ John F. Burtelow
                                                    ----------------------------
                                                     Name: John F. Burtelow
                                                     Title: Attorney-in Fact



                                                 Catterton Partners IV-A, L.P.


                                                 By /s/ John F. Burtelow
                                                    ----------------------------
                                                     Name: John F. Burtelow
                                                     Title: Attorney-in Fact


                                       25

                                                 Catterton Partners IV-B, L.P.


                                                 By /s/ John F. Burtelow
                                                    ----------------------------
                                                     Name: John F. Burtelow
                                                     Title: Attorney-in Fact


                                                 Catterton Partners IV Special
                                                 Purpose, L.P.


                                                 By /s/ John F. Burtelow
                                                    ----------------------------
                                                     Name: John F. Burtelow
                                                     Title: Attorney-in Fact


                                                 Catterton Partners IV Offshore,
                                                 L.P.


                                                 By /s/ John F. Burtelow
                                                    ----------------------------
                                                     Name: John F. Burtelow
                                                     Title: Attorney-in Fact


                                                 Walnut Capital Partners, L.P.


                                                 By /s/ John F. Burtelow
                                                    ----------------------------
                                                     Name: John F. Burtelow
                                                     Title: Attorney-in Fact


                                                 Walnut Investment Partners,
                                                 L.P.


                                                 By /s/ John F. Burtelow
                                                    ----------------------------
                                                     Name: John F. Burtelow
                                                     Title: Attorney-in Fact

                                                 The Barney A Ebsworth Living
                                                 Trust dated July 23, 1986


                                                 By /s/ John F. Burtelow
                                                    ----------------------------
                                                     Name: John F. Burtelow
                                                     Title: Attorney-in Fact


                                                 KCEP Ventures II, L.P.


                                                 By /s/ John F. Burtelow
                                                    ----------------------------
                                                     Name: John F. Burtelow
                                                     Title: Attorney-in Fact


                                       26

                                                 Hycel Partners V, L.L.C.


                                                 By /s/ John F. Burtelow
                                                    ----------------------------
                                                     Name: John F. Burtelow
                                                     Title: Attorney-in Fact


                                                 Christiane Ebsworth Ladd


                                                 By /s/ John F. Burtelow
                                                    ----------------------------
                                                     Name: John F. Burtelow
                                                     Title: Attorney-in Fact


                                                 Tom Holley


                                                 By /s/ John F. Burtelow
                                                    ----------------------------
                                                     Name: John F. Burtelow
                                                     Title: Attorney-in Fact


                                                 Wayne L. Smith II


                                                 By /s/ John F. Burtelow
                                                    ----------------------------
                                                     Name: John F. Burtelow
                                                     Title: Attorney-in Fact


                                                 Bush O'Donnell Smith Capital
                                                 Services, L.L.C.


                                                 By /s/ John F. Burtelow
                                                    ----------------------------
                                                     Name: John F. Burtelow
                                                     Title: Attorney-in Fact


                                       27

                                                 Build-A-Bear Workshop, Inc.


                                                       By /s/ Maxine Clark
                                                          ----------------------
                                                          Name: Maxine Clark
                                                          Title: CEB

The foregoing Underwriting Agreement is
  hereby confirmed and accepted as of the
  date first above written.


   CREDIT SUISSE FIRST BOSTON LLC
   CITIGROUP GLOBAL MARKETS INC.

            Acting on behalf of themselves and
               as the Representatives of the
               several Underwriters.


   By  CREDIT SUISSE FIRST BOSTON LLC


       By /s/ Spencer Hart
           Name: Spencer Hart
           Title: Managing Director


   By  CITIGROUP GLOBAL MARKETS INC.


       By /s/ Ian Sugarman
           Name: Ian Sugarman
           Title: Vice President


                                       28

                                   SCHEDULE A




                                                NUMBER OF          NUMBER OF
                                                FIRM SECURITIES    OPTIONAL
                                                TO BE SOLD         SECURITIES TO
               SELLING STOCKHOLDER                                 BE SOLD
               -------------------              ---------------  ---------------
                                                           
Smart Stuff, Inc.                                  100,000         352,942
Clark/Fox, L.L.C                                   236,633          30,373
Clark/Fox II, L.L.C.,                              243,366          31,237
Clark/Fox III, L.L.C                                47,526           6,100
Maxine Clark and affiliates total                  627,525         420,652
Catterton Partners IV, L.P.                        859,953         114,145
Catterton Partners IV-A, L.P.                      301,492          40,018
Catterton Partners IV-B, L.P.                       21,018           2,790
Catterton Partners IV Special Purpose, L.P.         25,787           3,423
Catterton Partners IV Offshore, L.P.               724,962          96,227
CP4 Principals, L.L.C. and affiliates total      1,933,212         256,603
Walnut Capital Partners, L.P.                    1,176,737         155,229
Walnut Investment Partners, L.P.                   359,273          47,393
Walnut Capital and affiliates total              1,536,010         202,622
The Barney A. Ebsworth Living Trust                879,351         112,869
dated July 23, 1986
KCEP Ventures II, L.P.                             519,822          67,164
Hycel Partners V, L.L.C                            253,370          32,521
Christiane Ebsworth Ladd                           147,067          18,877
Tom Holley                                          50,908           6,534
Wayne L. Smith II,                                  26,715           3,429
Bush O'Donnell Smith Capital Services, L.L.C         8,020           1,029
Wayne L. Smith II and affiliate total               34,735           4,458

                                                 ---------       ---------
Total                                            5,982,000       1,122,300
                                                 =========       =========


                                   SCHEDULE B




                                                            NUMBER OF
                                                               FIRM
                                                          SECURITIES TO
                             UNDERWRITER                   BE PURCHASED
                             -----------                  -------------
                                                       
Credit Suisse First Boston LLC                              2,730,930

Citigroup Global Markets Inc.                               2,730,930

J.P.  Morgan Securities Inc                                 1,271,940

A.G.  Edwards & Sons, Inc.                                   374,100

Thomas Weisel Partners LLC                                   374,100

                                                            ---------
Total                                                       7,482,000
                                                            =========


                                   SCHEDULE C

   EXECUTIVE OFFICERS, DIRECTORS AND CERTAIN STOCKHOLDERS SUBJECT TO LOCKUP
                                   AGREEMENTS


Maxine Clark
Barry Erdos
John Burtelow
Tina Klocke
Teresa Kroll
Scott Seay
Barney Ebsworth
James Gould
William Reisler
Frank Vest, Jr.
Adrienne Weiss

                                   SCHEDULE D

                      SENIOR EXECUTIVE SELLING STOCKHOLDERS

Smart Stuff, Inc.
Clark/Fox, L.L.C.
Clark/Fox II, L.L.C.
Clark/Fox III, L.L.C.

                                   SCHEDULE E

Catterton Partners IV, L.P.
Catterton Partners IV-A, L.P.
Catterton Partners IV-B, L.P.
Catterton Partners IV Special Purpose, L.P.
Catterton Partners IV Offshore, L.P.
Walnut Capital Partners, L.P.
Walnut Investment Partners, L.P.
The Barney A. Ebsworth Living Trust dated July 23, 1986
Hycel Partners V, L.L.C.
Christiane Ebsworth Ladd
Tom Holley
Wayne L. Smith II
Bush O'Donnell Smith Capital Services, L.L.C.

                                   SCHEDULE F

                          GROUP A SELLING STOCKHOLDERS



Catterton Partners IV, L.P.
Catterton Partners IV-A, L.P.
Catterton Partners IV-B, L.P.
Walnut Investment Partners, L.P.
Tom Holley
Christiane Ebsworth Ladd
Wayne L. Smith II

                                   SCHEDULE G

                          GROUP B SELLING STOCKHOLDERS




ENTITY                                                JURISDICTION    LOCAL COUNSEL
                                                      OF ORG.
                                                                
Hycel Partners V, L.L.C.                              MO              Bryan Cave LLP
                                                                      St. Louis, MO

Smart Stuff, Inc.                                     MO              Blumenfeld, Kaplan & Sandweiss, PC
                                                                      St. Louis, MO

Clark/Fox, L.L.C.


Clark/Fox II, L.L.C.


Clark/Fox III, L.L.C.

Bush O'Donnell Smith Capital Services, L.L.C.         MO              Stinson Morrison Hecker LLP
                                                                      St. Louis, MO

Catterton Partners IV Special Purpose, L.P.           Cayman          Walkers
                                                      Islands         Grand Cayman, Cayman Islands
                                                                      London, England
Catterton Partners IV Offshore, L.P.

KCEP Ventures II, L.P.                                MO              Blackwell Sanders Peper Martin LLP
                                                                      Kansas City, MO

Walnut Capital Partners, L.P.                         OH              Keating, Muething & Klekamp PLL
                                                                      Cincinnati, OH

The Barney A. Ebsworth Living Trust Dated             WA              Perkins Coie
July 23, 1986                                                         Seattle, WA


                                   SCHEDULE H

Agreements for Catterton Partners IV, L.P., Catterton Partners IV Offshore,
L.P., Catterton Partners IV Special Purpose, L.P., Catterton Partners IV-A, L.P.
and Catterton Partners IV-B, L.P.

      -     Credit Agreement dated as of May 12, 2004 between Citizens Bank of
            Massachusetts and each of Catterton Partners IV, L.P., Catterton
            Partners IV Offshore, L.P., Catterton Partners IV Special Purpose,
            L.P., Catterton Partners IV-A, L.P. and Catterton Partners IV-B,
            L.P., as amended by Amendment No. 1 to Credit Agreement dated as of
            June 15, 2004 and as further amended by Amendment No. 2 to Credit
            Agreement dated as of October 15, 2004

                                   SCHEDULE I

Agreements for Bush O'Donnell Smith Capital Services, L.L.C.

      -     Continuing Unlimited Guaranty Agreement, dated June 30, 2000, by
            Bush O'Donnell Smith Capital Services, L.L.C. in favor of Southwest
            Bank of St. Louis.

      -     Continuing Unlimited Guaranty Agreement, dated May 28, 2004, by Bush
            O'Donnell Smith Capital Services, L.L.C. in favor of Southwest Bank
            of St. Louis.

                                    EXHIBIT A


                                                                          [DATE]


BUILD-A-BEAR WORKSHOP, INC.
1954 Innerbelt Business Center Drive
St. Louis, Missouri  63114-5760


CREDIT SUISSE FIRST BOSTON LLC
CITIGROUP GLOBAL MARKETS INC.
 As Representatives of the Several Underwriters,
   c/o Credit Suisse First Boston LLC,
       Eleven Madison Avenue,
         New York, N.Y. 10010-3629


Dear Sirs:

            As an inducement to the Underwriters to execute the Underwriting
Agreement, pursuant to which an offering will be made that is intended to result
in the establishment of a public market for the shares of common stock (the
"SECURITIES") of Build-A-Bear Workshop, Inc. and any successor (by merger or
otherwise) thereto, (the "COMPANY"), and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
undersigned hereby agrees that during the period specified in the following
paragraph (the "LOCK-UP PERIOD"), the undersigned will not offer, sell, contract
to sell, pledge or otherwise dispose of, directly or indirectly, any shares of
Securities or securities convertible into or exchangeable or exercisable for any
shares of Securities, enter into a transaction which would have the same effect,
or enter into any swap, hedge or other arrangement that transfers, in whole or
in part, any of the economic consequences of ownership of the Securities,
whether any such aforementioned transaction is to be settled by delivery of the
Securities or such other securities, in cash or otherwise, or publicly disclose,
unless required by law, the intention to make any such offer, sale, pledge or
disposition, or to enter into any such transaction, swap, hedge or other
arrangement, without, in each case, the prior written consent of Credit Suisse
First Boston LLC and Citigroup Global Markets Inc. (together, the
"REPRESENTATIVES"). In addition, the undersigned agrees that, without the prior
written consent of the Representatives, it will not, during the Lock-Up Period,
make any demand for or exercise any right with respect to, the registration of
any Securities or any security convertible into or exercisable or exchangeable
for the Securities, except for the inclusion of any shares of common stock in
the Company's initial public offering to the extent permitted by the
Underwriters and as set forth in the final prospectus.

            The initial Lock-Up Period will commence on the date of the Lock-Up
Agreement and continue for 180 days after the public offering date set forth on
the final prospectus used to sell the Securities (the "PUBLIC OFFERING DATE")
pursuant to the Underwriting Agreement, to which you are or expect to become
parties: provided, however, that if (1) during the last 17 days of the initial
Lock-Up Period, the Company releases earnings results or material news or a
material event relating to the Company occurs or (2) prior to the expiration of
the initial Lock-Up Period, the Company announces that it will release earnings
results during the 16-day period beginning on the last day of the initial
Lock-Up Period, then in each case the Lock-Up Period will be extended until the
expiration of the 18 day period beginning on the date of release of the earnings
results or the occurrence of the material news or material event, as applicable,
unless the Representatives waive, in writing, such extension.

            The undersigned hereby acknowledges and agrees that written notice
of any extension of the Lock-Up Period pursuant to the previous paragraph will
be delivered by the Representatives to the Company (in accordance with Section
10 of the Underwriting Agreement) and that any such notice properly delivered
will be deemed to have been given to, and received by, the undersigned. The
undersigned further

agrees that, prior to engaging in any transaction or taking any other action
that is subject to the terms of this Lock-Up Agreement during the period from
the date of this Lock-Up Agreement to and including the 34th day following the
expiration of the initial Lock-Up Period, it will give notice thereof to the
Company and will not consummate such transaction or take any such action unless
it has received written confirmation from the Company that the Lock-Up Period
(as may have been extended pursuant to the previous paragraph) has expired.

            Notwithstanding the foregoing, the undersigned may:

            (i)         pledge any Securities in connection with a bona fide
                        loan transaction in which the pledgee acknowledges in
                        writing to be bound by the undersigned's obligations
                        hereunder and which pledge does not permit the pledgee
                        to offer, sell contract to sell, pledge or otherwise
                        dispose of, directly or indirectly, any shares of
                        Securities or securities convertible into or
                        exchangeable or exercisable for any shares of
                        Securities, enter into a transaction which would have
                        the same effect, or enter into any swap, hedge or other
                        arrangement that transfers, in whole or in part, any of
                        the economic consequences of ownership of the
                        Securities, during such Lock-Up Period;

            (ii)        exercise any options to purchase Securities, provided
                        that, if such options are exercised for Securities, such
                        Securities issued upon exercise shall remain subject to
                        this Agreement;

            (iii)       surrender any Securities to the Company in payment of
                        the exercise price of any options or to satisfy tax
                        withholding obligations;

            (iv)        sell any Securities to the Underwriters pursuant to the
                        Underwriting Agreement;

            (v)         engage in any transactions in any Securities or any
                        other securities convertible into, or exercisable or
                        exchangeable for such Securities acquired in open market
                        transactions after the public offering pursuant to the
                        Underwriting Agreement, provided that no filing by any
                        party under the Securities Exchange Act of 1934 shall be
                        required or shall be voluntarily made in connection with
                        subsequent sales of any Securities or such other
                        securities acquired in open market transactions;

            (vi)        transfer any Securities or Securities equivalents to any
                        stockholder, limited partner, member or affiliate of the
                        undersigned, provided that no filing by any party under
                        the Securities Exchange Act of 1934 shall be required to
                        be made or shall be voluntarily made in connection with
                        any such transfer during the Lock-Up Period; or

            (vii)       transfer any Securities or Securities equivalents to any
                        immediate family member of the undersigned or a trust or
                        limited partnership where the beneficiaries of the trust
                        or limited partners of the partnership are drawn solely
                        from a group consisting of the undersigned and immediate
                        family members of the undersigned,

provided that in the case of clauses (6) and (7), any such transferee or trustee
of such trust or general partner of such partnership, if applicable, agrees in
writing to be bound by the restrictions set forth herein in the same manner as
they apply to the undersigned, and provided further that any such transfer shall
not involve a disposition for value. For purposes of this paragraph, "immediate
family" shall mean spouse, domestic partner, lineal descendants (including
stepchildren and adoptive relationships), parents, siblings, mothers and
fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, aunts,
uncles, niece or nephew.

            In furtherance of the foregoing, the Company and its transfer agent
and registrar are hereby authorized to place appropriate stop transfer legends
on certificates representing any of the Securities and in the stock register
reflecting the restrictions in this Agreement and to decline to make any
transfer of Securities if such transfer would constitute a violation or breach
of this Agreement.

            The undersigned hereby agrees that if, during the term of this
Agreement, it requests from the Representatives to be released from any of its
obligations hereunder, the undersigned shall promptly notify the Company of such
request and the terms of such request and provide the Representatives with
written evidence of such notice prior to requesting such release.

            This Agreement shall be binding on the undersigned and the
successors, heirs, personal representatives and assigns of the undersigned. This
Agreement shall lapse and become null and void if the Public Offering Date shall
not have occurred on or before December 31, 2004. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

                                                  Very truly yours,



                                                  --------------------------
                                                  Name



                                                  --------------------------
                                                  Signature